Rules as to Delivery in a Contract of Sale of Goods

In another article, the different dimensions of performance of sale of goods contract was discussed [see here]. One aspect of performance of a sale of goods contract is the delivery of the goods by the seller to the buyer. The Sale of Goods Act 1893 contains a plethora of provisions regulating the delivery of goods in a contract for sale of goods. This article discusses these sundry rules regulating the delivery of goods by the seller.

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Place of Delivery

It is provided in section 29(1) of the Sale of Goods Act 1893 that in a contract of sale of goods, the delivery of the goods is to take place at the place of business of the seller excepted if stated otherwise. If the seller has no formal place of business, delivery can take place at his/her residence.  However, in the case of sale of specific goods which the parties acknowledge are in some other place, the location of the goods will be the place of delivery.

Time of Delivery

Section 29(2) of the Sale of Goods Act 1893 provides that when a seller has to deliver goods to the buyer and a specific time is not stipulated, the seller is required to deliver the goods within a reasonable time. The question here is: what is a reasonable time?

Attornment

If the situation is such that the goods are in the possession of a third party, section 29(3) of the Sale of Goods Act 1893 provides that there is no delivery until the third party acknowledges to the buyer that he holds the goods on his behalf.

Delivery of Wrong Quantity

The delivery of wrong quantity may take any of three forms; namely: the delivery of a smaller quantity or the delivery of a larger quantity or mixed delivery.

Smaller quantity: Where the quantity delivered is less than the quantity contracted or ordered, section 30(1) of the Sale of Goods Act 1893 provides that the buyer may reject them. Alternatively, the buyer may accept the goods as delivered and pay for them at the contract rate.

Larger quantity: Where the quantity delivered is more than the quantity contracted or ordered, section 30(2) of the Sale of Goods Act 1893 provides that the buyer may accept only the quantity ordered and reject the rest of the goods. Alternatively, the buyer may reject the whole lot. However, where the buyer accepts the whole lot delivered, he must pay for the extras at the contract rate.

Mixed delivery: In the case of mixed delivery, the goods delivered to the buyer are mixed with other goods which the buyer did not order. In such situations, section 30(3) of the Sale of Goods Act 1893 provides that the buyer may accept only the goods ordered and reject the others. Alternatively, the buyer may reject the whole lot.

Delivery by Installments

Section 31(1) of the Sale of Goods Act 1893 provides that unless there is an agreement that the goods should be delivered by installments, the buyer is not bound to accept delivery of the goods by installments. It is noteworthy that delivery of goods by installment may be expressed or implied.

However, where goods are required to be delivered by installments, issues may arise regarding a failure on the part of the seller to deliver one or more installments (or, in the case of the buyer, to pay for one or more installments). It is a question of fact in such situations whether such a breach would be a valid ground for the repudiation of the contract or merely a severable breach which could be remedied by payment of compensation.

Delivery to a Carrier

By virtue of section 32(1) of the Sale of Goods Act 1893, where the seller is authorized or required to send the goods to the buyer, the delivery of the goods to a carrier to send same to the buyer is deemed to be delivery to the buyer unless a contrary intention is stated in the contract for the sale of the goods. The implication is that the carrier is deemed to be the agent of the buyer.

The delivery of the goods by the seller is a very important aspect of the performance of the sale of goods contract. This is underscored by the detailed rules stipulated in the Sale of Goods Act 1893 governing delivery which we have considered above. As already noted in another article [see here], delivery may take several forms.

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11 comments on “Rules as to Delivery in a Contract of Sale of Goods
  1. Martha says:

    Nice work Comfort, but I have a question: What if the goods I demanded weren’t delievered to the place of delivery? What will I do? – Oghayei Martha

  2. BlessingNwaukwa says:

    A very comprehensive article you have…In a case where d place of delivery has been changed by the seller & a notification was duly sent to the buyer but due to some unforeseen circumstance, it could not be sent on time before the goods were delivered to the previous location. My question here is has delivery taken place since in actual sense there was a change in location?

  3. Adaora NWAKA says:

    @Blessing, section 29 of the Sale of Goods Act 1893 regulates the duty of delivery. In my opinion, when such change of decions occurs, the party making the decision should make sure that the other part to the contract (in this senario,the buyer) is duly notified; if not he bears the risk that comes with it. In essence, there must be an agreement between the parties before such change is effected.

  4. Melba says:

    Thank you Comfort for this explanatory and comprehensive write up. @Martha, in my opinion, if such a situation occurs then delivery has not taken place. This is because delivery is deemed to have taken place only when the goods are delivered to a place agreed on by the two parties and if there is no agreed place, the place of business of the seller will suffice. And if there is no official place of business for the seller, then an alternative place would be the seller’s residence. If the goods are delivered to a place other than that agreed on in the contract and notice is not duly communicated to the buyer, an action for damages for non-delivery can be brought against the seller.

  5. Adaora NWAKA says:

    Nice article. Reasonable time is that amount of time which is fairly necessary, conveniently, to do whatever is required to be done, as soon as circumstances permit. If the parties entering the contract do not fix a time for performance, the law will infer a reasonable time within which it should be done. For example, you want to buy a dress and you agree with the buyer that you will take the dress home to try it. If eventually you don’t like the dress or it dosen’t fit properly, it is expected that you make the return within a reasonable period say, 1 week, but where it stays for more than a month, it is assumed that you have exceeded a reasonable period of time and that you have agreed to the terms of the contract. In this circumstance, if the seller exceeds a reasonable period of time even though time was stipulated, the buyer can rescind the contract.

  6. Jerry says:

    @Comfort, can HP be said to be a contract of sale, if so, how does these rules apply?

  7. Ajis02 says:

    @Jerry,it should be noted that HP has an element of sale. This rule applies after the hirer has paid all his installments. He would now be allowed to exercise his option to purchase which in return,the owner would then pass title or ownership of the goods to him.

  8. Rita EVBENOBOSE says:

    An explanatory article, which I totally align myself with. Good work Comfort!

  9. pascal bomb says:

    A great article Comfort! In addition, unless otherwise agreed, the goods remain at the seller’s risk until the property in them is transferred to the buyer, but when the property in them is transferred to the buyer the goods are at the buyer’s risk, whether delivery has been made or not.

    (2) If delivery has been delayed through the fault of either buyer or seller, then despite subsection (1), the goods are at the risk of the party in fault as regards any loss that might not have occurred but for that fault.

    (3) Nothing in this section affects the duties or liabilities of either seller or buyer as a bailee or custodian of the goods of the other party.

  10. Nsikanabasi says:

    Nice article, the carrier is deemed to be the agent of the buyer. At this point, can we say that the goods is at the risk of the buyer even when the buyer has not yet receive the goods. In a case where the goods are returned to the seller via the carrier, is the goods at the risk of the seller or the buyer?

  11. tashken says:

    @Comfort, comprehensive write up, good work.

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