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SALE OF GOODS ACT - 1962 (ACT 137)

Section - 1 - Contract Of Sale.
(1) A contract of sale of goods is a contract whereby the seller agrees to transfer the property in goods to the
buyer for a consideration called the price, consisting wholly or partly of money.

(2) Where, by virtue of one or more contracts, a person has agreed for value to bail goods to a bailee on such
terms that the property in the goods will or may at the option of the bailee pass to the bailee then, for the
purposes of this Act, that person is deemed to have agreed to transfer the property in the goods to the bailee,
and the bailor shall be deemed to be the seller and the bailee shall be deemed to be the buyer.

(3) There may be a contract of sale between one part owner and another.

(4) A contract of sale may be absolute or conditional.

Section - 3 - Contract Of Sale, How Made.

Subject to the provisions of this Act and subject to any other enactment a contract of sale of goods may be
made in writing or by word of mouth or partly in writing and partly by word of mouth, or may be implied from the
conduct of the parties.

Section - 4 - Auction Sales.

(1) In the case of a sale by auction -

(a) where goods are put up for sale in lots each lot is prima facie deemed to be the subject of a separate
contract of sale;

(b) the sale is complete when the auctioneer announces its completion by the fall of the hammer or in other
customary manner;

(c) until such announcement is made any bidder may retract his bid and, subject to paragraph (d), the seller
may withdraw the goods;

(d) where the sale is expressed to be without reserve the highest bona fide bidder shall be entitled to buy the
goods at the price bid notwithstanding that the auctioneer refuses to accept his bid or to complete the sale;

(e) the seller or any one person on his behalf may bid if a right to bid is expressly reserved, but, subject to
paragraph (f), not otherwise;

(f) where the sale is notified to be subject to a reserve price it shall be lawful for the seller or any person on his
behalf to make one bid and no more; and such bid shall be openly declared at the auction before any other bid
is received.

(2) Where there is a breach of any of the provisions of paragraph (e) or (f) of subsection (1) the buyer may treat
the sale as fraudulent.

Section - 5 - Specific And Unascertained Goods.

(1) The goods which form the subject of a contract of sale may be either specific goods, identified and agreed
upon before or at the time when the contract is made, or unascertained goods not being so identified and
agreed upon.

(2) There may be a sale of goods to be manufactured or grown or acquired by the seller after the making of the
contract.
(3) There may be a sale of goods the acquisition of which by the seller depends upon a contingency which may
or may not happen.

Section - 6 - The Price.

(1) The price in a contract of sale may be fixed by the contract or may be left to be fixed in manner thereby
agreed, or may be determined by the course of dealing between the parties.

(2) Where the price is not determined in accordance with the foregoing provisions the buyer must pay a
reasonable price. What is a reasonable price is a question of fact dependent on the circumstances of each
particular case.

Section - 7 - Agreement To Sell At Valuation.

(1) Where there is an agreement to sell goods on the terms that the price is to be fixed by the valuation of a
third party, and the third party cannot or does not make such a valuation, the agreement is avoided.

(2) Where the third party is prevented from making the valuation by the fault of the seller or buyer the party not
in fault may maintain an action for damages against the party in fault.

Section - 8 - Fundamental Obligation Of The Seller.

(1) In a sale of specific goods the fundamental obligation of the seller is to deliver those goods to the buyer.

(2) In a sale of unascertained goods the fundamental obligation of the seller is to deliver to the buyer goods
substantially corresponding to the description or sample by which they were sold.

(3) Any provision in a contract of sale which is inconsistent with, or repugnant to, the fundamental obligation of
the seller, is void to the extent of the inconsistency or repugnance.

Section - 9 - Implied Condition That Specific Goods Are In Existence.

In a contract for the sale of specific goods there is an implied condition on the part of the seller that the goods
are in existence at the time when the contract is made.

Section - 10 - Implied Undertakings As To Title.

(1) In a contract of sale there is an implied warranty on the part of the seller that he will have a right to sell the
goods at the time when the property is to pass.

(2) The provisions of subsection (1) are not affected by any agreement to the contrary where the goods are of a
description which are supplied by the seller in the ordinary course of his business.
Section - 11 - Sale By Description.
In a contract for the sale of goods by description whether or not the sale is by sample as well as by description,
there is an implied condition that the goods shall correspond exactly with the description.

Section - 12 - Sale By Sample.

In a contract for the sale of goods by sample, whether or not the sale is by description as well as by sample
there is an implied condition that the goods shall correspond exactly with the sample.

Section - 14 - Quantity Of Goods.

(1) Where the seller delivers to the buyer a quantity of goods less than he contracted to sell the buyer may
reject them but if he accepts the goods so delivered he must pay for them at the contract rate.

(2) Where the seller delivers to the buyer a quantity of goods larger than he contracted to sell the buyer may not
reject all the goods delivered by reason only of the excess in quantity but he may accept all the goods so
delivered, paying for the extra goods at the contract rate, or he may accept the goods which should have been
delivered and reject the remainder. In the latter event the buyer may recover damages from the seller
representing the cost, if any, of separating the goods which should have been delivered from the remainder.

(3) Where the seller delivers to the buyer the goods he contracted to sell together with goods of a different
description not included in the contract-

(a) the buyer may accept all the goods so delivered, paying a reasonable price for the extra goods; or

(b) if the goods which the seller contracted to sell and has delivered are less than the quantity specified in the
contract, the buyer may reject the whole; or

(c) the buyer may accept the goods included in the contract and reject the remainder. In this event the buyer
may recover damages from the seller representing the cost (if any) of separating the goods included in the
contract from the remainder, and also damages (if any) in respect of the deficiency (if any) in the goods
delivered.

Section - 15 - Delivery Concurrent With Payment.

(1) Unless otherwise agreed the seller must be ready and willing to deliver the goods in exchange for the price.

(2) Tender of delivery may be treated as ineffectual unless made at a reasonable hour.

Section - 16 - Time Of Delivery.

(1) If no time is fixed for the delivery of the goods, they must be delivered within a reasonable time.

(2) Unless a contrary intention appears stipulations as to the time of delivery are conditions of a contract of
sale.

(3) The parties to a contract of sale may, whether with or without consideration, agree that delivery should be
made at a date or time other than that stipulated for in the contract, and in this event, the seller is bound to
deliver and the buyer is bound to accept delivery of, the goods at that date or time unless the parties agree to
any further change.

(4) Where the buyer agrees to accept delivery from the seller at a date later than stipulated in the contract
without substituting another date therefor the seller must deliver the goods within a reasonable time, having
regard in particular to the reasons for which delivery was postponed, and the buyer may, on reasonable notice
to the seller, notify him of the latest date on which delivery will be accepted.

(5) Where the seller contracts to use his best endeavours to deliver the goods on, or not later than, a given date
the seller must, unless a contrary intention appears (but without prejudice to his obligations so to use his best
endeavours), deliver the goods within a reasonable time after that date.

Section - 17 - Cost Of Putting Goods Into Deliverable State.

Unless otherwise agreed, the expenses of and incidental to, putting the goods into a deliverable state must be
borne by the seller.

Section - 20 - Despatch Of Goods By Carrier.

(1) Where, in pursuance of a contract of sale the seller is authorised or required to send the goods to the buyer
by a carrier, there is an implied condition that the seller shall make such contract with the carrier on behalf of
the buyer as may be reasonable having regard to all the circumstances of the case.

(2) Unless otherwise agreed where goods are sent by the seller to the buyer by a route involving sea or air
transit in circumstances in which it is usual to insure, the seller must give such notice (if any) as may be
required by the buyer to enable him to insure them during the sea or air transit, and if the seller fails to do so
the goods shall be at his risk during such transit.

Section - 21 - Fundamental Obligations Of The Buyer.

The fundamental obligations of the buyer in a contract of sale are to pay the price and accept delivery of the
goods.

Section - 22 - Payment Concurrent With Delivery.

Unless otherwise agreed the buyer must be ready and willing to pay the price in exchange for delivery of the
goods.

Section - 23 - Time Of Payment And Accepting Delivery.

Unless otherwise agreed stipulations as to the time of payment or as to the time for accepting delivery are not
conditions of a contract of sale.

Section - 24 - Buyer Not Bound To Accept Delivery By Instalments.

Unless otherwise agreed the buyer is not bound to accept delivery of the goods by instalments.

Section - 24 - Buyer Not Bound To Accept Delivery By Instalments.

Unless otherwise agreed the buyer is not bound to accept delivery of the goods by instalments.

Section - 24 - Buyer Not Bound To Accept Delivery By Instalments.

Unless otherwise agreed the buyer is not bound to accept delivery of the goods by instalments.

Section - 24 - Buyer Not Bound To Accept Delivery By Instalments.

Unless otherwise agreed the buyer is not bound to accept delivery of the goods by instalments.

Section - 24 - Buyer Not Bound To Accept Delivery By Instalments.

Unless otherwise agreed the buyer is not bound to accept delivery of the goods by instalments.

Section - 24 - Buyer Not Bound To Accept Delivery By Instalments.

Unless otherwise agreed the buyer is not bound to accept delivery of the goods by instalments.

Section - 24 - Buyer Not Bound To Accept Delivery By Instalments.

Unless otherwise agreed the buyer is not bound to accept delivery of the goods by instalments.

Section - 24 - Buyer Not Bound To Accept Delivery By Instalments.

Unless otherwise agreed the buyer is not bound to accept delivery of the goods by instalments.

Section - 24 - Buyer Not Bound To Accept Delivery By Instalments.

Unless otherwise agreed the buyer is not bound to accept delivery of the goods by instalments.
Section - 25 - Goods Must Be Ascertained.
Where there is a contract for the sale of unascertained goods no property in the goods is transferred to the
buyer unless and until the goods are ascertained.

Section - 25 - Goods Must Be Ascertained.

Where there is a contract for the sale of unascertained goods no property in the goods is transferred to the
buyer unless and until the goods are ascertained.

Section - 26 - When Property Passes.

(1) Subject to section 25 of this Act, the property in goods passes under a contract of sale when the parties
intend it to pass.

(2) Unless a different intention appears the property in the goods passes under a contract of sale when they are
delivered to the buyer.

(3) Where goods are delivered to the buyer on approval or "on sale or return" or other similar terms, then, in the
absence of a contrary intention, the property therein passes to the buyer-

(a) when he signifies his approval or acceptance to the seller or does any other act adopting the transaction;

(b) if he does not signify his approval or acceptance to the seller but retains the goods without giving notice of
rejection, then, if a time has been fixed for the return of the goods, on the expiration of such time, and if no time
has been fixed, on the expiration of a reasonable time.

Section - 26 - When Property Passes

(1) Subject to section 25 of this Act, the property in goods passes under a contract of sale when the parties
intend it to pass.

(2) Unless a different intention appears the property in the goods passes under a contract of sale when they are
delivered to the buyer.

(3) Where goods are delivered to the buyer on approval or "on sale or return" or other similar terms, then, in the
absence of a contrary intention, the property therein passes to the buyer-

(a) when he signifies his approval or acceptance to the seller or does any other act adopting the transaction;

(b) if he does not signify his approval or acceptance to the seller but retains the goods without giving notice of
rejection, then, if a time has been fixed for the return of the goods, on the expiration of such time, and if no time
has been fixed, on the expiration of a reasonable time.

Section - 28 - Non-Owner Cannot Generally Pass Good Title

(1) Subject to the provisions of this Act and of any other enactment where goods are sold by a person who is
not the owner thereof and who does not sell them under the authority or with the consent of the owner, the
buyer acquires no better title than the seller had.

(2) N othing in this section affects the operation of the doctrine of estoppel, or any power of sale which may be
conferred by or under any enactment or by a contract of pledge or otherwise.

Section - 29 - Disposition Under Voidable Title.

Where a person has a voidable title to goods any sale, pledge or other disposition for value made by that
person before his title to the goods has been avoided shall be as effective as if his title were not voidable, if the
person taking under the disposition acts in good faith and without notice of the defect in title of the person
making the disposition.

Section - 30 - Disposition By Mercantile Agent In Possession Of

Goods, Etc.
(1) Where a mercantile agent is, with the consent of the owner, in possession of goods or of the documents of
title to goods, any sale, pledge or other disposition for value of the goods or documents of title made by him
apparently in the ordinary course of his business as a mercantile agent, shall be as valid as if he were
expressly authorised by the owner of the goods to make the same, if the person taking under the disposition
acts in good faith, and has not at the time of the disposition notice that the mercantile agent has not authority to
make the same.

(2) Where a mercantile agent has, with the consent of the owner, been in possession of goods or of the
documents of title to goods, any sale, pledge or other disposition for value, which would have been valid if the
consent had continued, shall be valid notwithstanding the determination of the consent unless the person taking
under the disposition has at the time thereof notice that the consent has been determined.

(3) Where a mercantile agent has obtained possession of any documents of title to goods by reason of his
being or having been, with the consent of the owner, in possession of the goods represented thereby, or of any
other documents of title to the goods, his possession of the first mentioned documents shall, for the purposes of
this section, be deemed to be with the consent of the owner.

(4) For the purposes of this section the consent of the owner shall be presumed unless the contrary is proved.

(5) The goods or documents of title thereto are not deemed to be in the possession of a mercantile agent within
the meaning of this section unless they are in his possession in his capacity as mercantile agent.

(6 ) N othing in this section affects the liability of a mercantile agent to the owner for any wrongful sale, pledge or
other disposition of the goods or documents of title.

Section - 31 - Disposition By Seller In Possession.

(1) Where a person having agreed to sell goods continues or is in possession of them after the property has
passed to the buyer, the delivery or transfer by the seller, of the goods or documents of title under any contract
for sale, pledge or other disposition for value thereof, to any person receiving the same in good faith and
without notice of the previous sale, shall have the same effect as if the seller were expressly authorised by the
original buyer to make the same.

(2) This section applies whether the seller is in possession of the goods as bailee or in any other capacity.

(3) N othing in this section-

(a) derogates from the powers of a seller in whom the property in the goods is vested; or

(b) affects the liability of the seller to the buyer for any wrongful sale, pledge or other disposition for value of the
goods or documents of title.

Section - 33 - Provisions Relating To Notice Of Ownership.

(1) For the purposes of the provisions of this Part relating to dispositions of goods to persons receiving the
same in good faith and without notice of defects in title, where a motor vehicle is licensed by a licensing
authority under the provisions of the Road Traffic Ordinance, 19 52 (N o.55) every person shall be deemed to
have notice of the ownership or interest (if any) of the person in whose name it is so licensed.

(2) The Minister responsible for trade may, with the concurrence of the Minister responsible for licensing
authorities, make regulations by legislative instrument -

(a) prescribing the forms to be used and fees to be paid by persons wishing to inspect the records of a licensing
authority;

(b) providing that a copy of an entry in the records of a licensing authority purporting to be signed and certified
as a true copy by the person in charge of the licensing office shall be admissible in evidence in any legal
proceedings; and

(c) generally for giving effect to this section.

Section - 34 - Unpaid Seller Defined.

(1) The seller of goods is an unpaid seller within the meaning of this Part -

(a) when the whole of the price has not been paid or tendered;

(b) when a bill of exchange or other negotiable instrument has been received as conditional payment and the
condition on which it was received has not been fulfilled by reason of the dishonour of the instrument or
otherwise.

(2) In this Part the term "seller" includes any person who is in the position of a seller as, for instance, an agent
of the seller to whom the bill of lading has been endorsed, or a consignor or agent who has himself paid or is
directly responsible for the price.
Section - 37 - Termination Of Lien.
(1) An unpaid seller of goods loses his lien thereon-

(a) when he delivers the goods to a carrier or other bailee for the purpose of transmission to the buyer without
reserving the right of disposal of the goods;

(b) when the buyer obtains the possession of the goods with the consent of the seller; or

(c) by waiver thereof.

(2) An unpaid seller of goods does not lose his lien by reason only that he has obtained judgment for the price.

Section - 38 - Stoppage In Transit.

(1) Subject to the provisions of this Act, when the buyer of goods becomes insolvent an unpaid seller who has
parted with the possession of the goods has the right of stopping them in transit, that is to say, he may resume
possession of the goods as long as they are in course of transit and may retain them until payment or tender of
the price.

(2) A contract of sale is not rescinded by reason only that the seller has exercised his right of stoppage in
transit.

Section - 39 - Duration Of Transit.

(1) Goods are in course of transit from the time when they are delivered to a carrier or other bailee until the
buyer takes delivery of them from the carrier or bailee.

(2) If the buyer obtains delivery of the goods before their arrival at the appointed destination the transit is at an
end.

(3) If, after the arrival of the goods at the appointed destination, the carrier or other bailee acknowledges to the
buyer that he holds the goods on his behalf and continues in possession of them as bailee for the buyer, then
subject to subsection (4), the transit is at an end, and it is immaterial that a further destination for the goods
may have been indicated by the buyer.

(4) If the goods are rejected by the buyer and the carrier or other bailee continues in possession of them the
transit is not deemed to be at an end even if the seller refuses to receive them back.

(5) When goods are delivered to a ship chartered by the buyer it is a question depending on the circumstances
of the case whether they are in the possession of the master as a carrier, or as agent for the buyer.

(6 ) Where the carrier or other bailee wrongfully refuses to deliver the goods to the buyer, the transit is deemed
to be at an end.

(7 ) Where part delivery has been made to the buyer the remainder of the goods may be stopped in transit
unless the part delivery has been made under such circumstances as to show an agreement to waive the right
of stoppage in transit.

Section - 40 - How Stoppage In Transit Is Effected.

An unpaid seller may exercise his right of stoppage in transit either by taking actual possession of the goods, or
by giving notice of his claim to the carrier or other bailee in whose possession the goods are. Such notice may
be given either to the person in actual possession of the goods or to his principal. In the latter case the notice,
to be effectual, must be given at such time and under such circumstances that the principal, by the exercise of
reasonable diligence, may communicate it to his servant or agent in time to prevent a delivery to the buyer.

Section - 41 - Position As Between Seller And Carrier.

(1) The right of an unpaid seller to take possession of goods which he has stopped in transit is subject to a
particular lien (if any) of the carrier or other bailee in respect of freight due on the goods, but takes priority over
any other lien.

(2) Where notice of stoppage in transit is given by the seller to the carrier or other bailee in possession of the
goods, the seller is bound to give instructions within a reasonable time to the carrier or other bailee with respect
to the redelivery of the goods to the seller or his order, and the carrier is bound to deliver the goods according
to those instructions. The expenses of such redelivery as well as of the original carriage must, as between the
seller and the carrier, be borne by the seller.

Section - 42 - Stoppage Over Goods Lost Or Damaged, Etc.

Where an unpaid seller exercises his right of stoppage in transit over goods which are lost or damaged, or
which deteriorate, in transit, then, as between the seller and the buyer, the proceeds of any policy of insurance
respecting the goods shall be payable -

(a) to the seller if the insurance was effected by him and he exercises his right of stoppage in transit before the
loss, damage or deterioration occurs;

(b) to the buyer, in any other case.

Section - 43 - Effect Of Resale Or Other Disposition By Buyer.

Where a seller has a right of lien or stoppage in transit over goods -

(a) if the seller assents to a resale or other disposition by the buyer he loses his right of lien or stoppage in
transit;

(b) if the buyer resells the goods or documents of title thereto in such circumstances that the resale is effective
to pass a title, under section 32 of this Act or otherwise, the seller loses his right of lien or stoppage in transit;

(c) if the buyer disposes of the goods or the documents of title thereto otherwise than by way of sale, in such
circumstances that the disposition is effective under section 32 of this Act or otherwise, the seller may exercise
his right of lien or stoppage in transit subject to the rights of any person claiming by or under such disposition as
aforesaid.

Section - 45 - Resale By Seller.

An unpaid seller who is in possession of the goods is entitled as against the buyer to resell them in any of the
following cases -

(a) where they are of a perishable nature and the buyer does not within a reasonable time pay or tender the
price;

(b) where the buyer has repudiated the contract and the seller has accepted the repudiation;

(c) where the seller gives notice to the buyer of his intention to resell and the buyer does not within a
reasonable time pay or tender the price.

Section - 46 - Action For Price.

(1) Where, under a contract of sale of goods, the property has passed to the buyer, and the buyer wrongfully
refuses or neglects to pay for the goods according to the terms of the contract, the seller may maintain an
action against him for the price of the goods.

(2) Where, under a contract of sale of goods, the price or a part thereof is payable on a day certain, and the
buyer wrongfully neglects or refuses to pay the price or the part which has become due, according to the terms
of the contract, the seller may maintain an action for the price or the part which has become due, as the case
may be, notwithstanding that the property in the goods may not have passed to the buyer.

(3) Where, under a contract of sale of goods, the seller delivers part only of the goods and the buyer accepts or
is bound to accept that part, the seller may maintain an action against the buyer for a proportionate part of the
price without prejudice to any counterclaim by the buyer for damages in accordance with section 53 of this Act.
This subsection does not apply to any contract to which Part I of the Contracts Act, 19 6 0 (Act 25) applies.

(4) N othing in this section prevents a seller from maintaining an action for damages in addition to an action for
the price where the circumstances warrant.

Section - 47 - Damages For Non-acceptance.

(1) Where the buyer wrongfully neglects or refuses to accept and pay for the goods in accordance with the
terms of the contract the seller may maintain an action against him for damages for non-acceptance.

(2) In a contract for the sale of goods to be delivered by instalments -

(a) if each instalment is to be separately paid for subsection (1) shall apply to each instalment separately:

Provided that where the buyer has by his words or conduct shown an intention to repudiate the contract the
seller may, if he accepts the repudiation, maintain an action for damages for non-acceptance in respect of all
the goods;

(b) in any other case, such a breach as is referred to in subsection (1) in respect of one or more instalments
shall be treated for the purposes of that subsection as though it were a breach in respect of the whole contract
or of all the remaining part of the contract, as the case may be.

Section - 48 - Assessment Of Damages.

(1) The measure of damages in an action under section 47 of this Act is the loss which could reasonably have
been foreseen by the buyer at the time when the contract was made as likely to arise from his breach of
contract.

(2) Where there is an available market for the goods in question the measure of damages is prima facie to be
ascertained by the difference between the contract price and the market or current price-

(a) if a time has been fixed for acceptance, or if the buyer repudiates the contract before the time of
performance, and the seller does not accept the repudiation, at the time or times when the goods ought to have
been accepted;

(b) in any other case, at the time or times of the refusal to accept the goods.

(3) In this section a time is not deemed to have been fixed for acceptance by reason only that the goods are to
be accepted within a reasonable time.

Section - 50 - Effect Of Rejection.

(1) Where goods are delivered to the buyer and he rejects them, having the right so to do, he is not bound to
return them to the seller, but it is sufficient if he intimates to the seller that he rejects them.

(2) After the buyer has intimated to the seller that he rejects the goods the seller is entitled to have the goods
placed at his disposal:

Provided that where the buyer has paid the price or any part thereof he may retain the possession of the goods
until the seller repays or tenders the amounts he has received from the buyer.

Section - 51 - No Rejection After Acceptance.

(1) The buyer may not reject goods which he has accepted.

(2) The acceptance of a part of the goods does not deprive the buyer of any right to reject any other part unless
the contract is not severable

Section - 52 - Acceptance.
The buyer is deemed to have accepted the goods when-

(a) he intimates to the seller that he accepts them; or

(b) he does not, within a reasonable time after delivery of the goods, inform the seller that he rejects them; or

(c) he wrongfully refuses or neglects to place the goods at the disposal of the seller after notifying the seller that
he rejects them.

Section - 53 - Damages For Non-Delivery.

Where the seller wrongfully neglects or refuses to deliver the goods to the buyer, in accordance with the terms
of the contract, or where the buyer rejects the goods delivered by the seller having the right so to do, the buyer
may maintain an action against the seller for damages for non-delivery.

Section - 54 - Assessment Of Damages For Non-Delivery.

(1) The measure of damages in an action under section 53 of this Act is the loss which could reasonably have
been foreseen by the seller at the time when the contract was made as likely to result from his breach of
contract.

(2) Where there is an available market for the goods in question the measure of damages is prima facie to be
ascertained by the difference between the market or current price and the contract price -

(a) if a time has been fixed for delivery, or if the seller repudiates the contract before the time of performance,
and the buyer does not accept the repudiation, at the time or times when the goods ought to have been
delivered;

(b) in any other case, at the time or times of the refusal to deliver the goods.

(3) In this section a time is not deemed to have been fixed for delivery by reason only that the goods are to be
delivered within a reasonable time.

Section - 55 - Damages For Breach Of Condition Or Warranty.

Where the seller is guilty of a breach of his fundamental obligation or of a condition or warranty of the contract
the buyer may maintain an action against the seller for damages for the breach complained of or may set up a
claim to such damages in diminution or extinction of the price.

Section - 56 - Assessment Of Damages Under Sec. 55.

The measure of damages in an action under section 55 of this Act is the loss which could reasonably have
been foreseen by the seller at the time when the contract was made as likely to result from his breach of
contract.
Section - 58 - Specific Performance.
In any action for breach of contract to deliver specific or ascertained goods the Court may, if it thinks fit, by its
judgment direct that the contract should be specifically performed without giving the seller the option of
retaining the goods on payment of damages. The judgment may be unconditional or upon such terms as to
damages, costs and otherwise as the Court may think fit.

Section - 59 - Parts I To VI To Be Read Subject To This Part.

(1) The provisions of Parts I to VI of this Act shall, in relation to c.i.f. and f.o.b. contracts, be subject to the
provisions of this Part.

(2) The provisions of this Part shall apply, with any necessary modifications to contracts analogous to c.i.f. or
f.o.b. contracts respectively, and in particular to c. and f. contracts, f.o.r. contracts and f.a.s. contracts.

(3) In this Part -

"c.i.f" means cost, insurance, freight;

"f.o.b." means free on board;

"c. and f." means cost and freight;

"f.o.r." means free on rail;

"f.a.s." means free alongside.

Section - 60 - Export And Import Licences.

(1) In a c.i.f. contract, unless a contrary intention appears-

(a) it is the duty of the seller to obtain any necessary export licence;

(b) it is the duty of the buyer to obtain any necessary import licence.

(2) In a f.o.b. contract, unless a contrary intention appears-

(a) where the buyer is resident in the country from which shipment is to be made, it is the duty of the buyer to
obtain any necessary export licence;

(b) in any other case, it is the duty of the seller to obtain any necessary export licence;

(c) it is the duty of the buyer to obtain any necessary import licence.

(3) Where a party is under a duty, whether under this section or otherwise, to obtain any necessary export or
import licence, it is a question depending on all the circumstances of the case whether the duty is discharged
where the party has used his best endeavours to obtain a licence, but nevertheless has not obtained one, or
whether he is still bound to deliver or, as the case may be, to accept delivery of the goods.

(4) In a c.i.f. or f.o.b. contract the party who is required to obtain any necessary export licence is, unless a
contrary intention appears, bound to pay any export taxes or dues in the nature of taxes, and the party who is
required to obtain any necessary import licence is, in the absence of a contrary intention, bound to pay any
import taxes, or customs duties or dues in the nature of taxes.

(5) In this section export and import licences include all permits without which it would be illegal to export or
import the goods from or to, the country in question.

Section - 61 - C.I.F. Contracts.

In a c.i.f. contract, unless a contrary intention appears -

(a) the seller is bound at his own expense, to ship the goods during the agreed period, if any, to the port agreed
upon or to acquire goods afloat which have been so shipped;

(b) the seller is bound, at his own expense, to effect on the goods an insurance of the type normal for goods
and a voyage of the kind in question;

(c) the seller is bound to transfer to the buyer proper shipping documents in accordance with the terms of the
contract;

(d) the buyer is bound to take up proper shipping documents and, on doing so, to pay the price in accordance
with the terms of the contract;

(e) the goods are deemed to be delivered to the buyer, and the property therein accordingly passes to the
buyer, on the transfer to him of the bills of lading;

(f) the risk in the goods passes to the buyer when they are shipped or acquired afloat.

Section - 62 - F.O.B. Contracts.

In a f.o.b. contract, unless a contrary intention appears -

(a) the buyer is entitled and bound to nominate a ship to the seller calling during the agreed period, if any, at the
agreed, or where the buyer has an option, one of the agreed, ports, and ready and willing to carry the goods;

(b) the seller is bound, at his own expense, to have the goods loaded on the ship nominated by the buyer;

(c) the seller is bound to give such notice to the buyer as required by section 20 (2) of this Act except where the
buyer already has the necessary information;

(d) the seller is not bound to effect any insurance on the goods;

(e) the seller is bound to transmit to the buyer bills of lading by which the goods are deliverable to the buyer or
his order or to transfer to the buyer bills of lading by which the goods are deliverable to the seller or his order;
(f) where by the bills of lading, the goods are deliverable to, or to the order of the seller, the property passes to
the buyer when the bills of lading are transferred to him, and where by the bills of lading the goods are
deliverable to, or to the order of the buyer, the property passes to the buyer when the goods are shipped;

(g) the risk in the goods passes to the buyer when they are shipped.

Section - 65 - Duties Under This Part To Be Construed As Conditions.

All duties imposed on a buyer or seller under this Part are, unless a contrary intention appears in the contract,
conditions and not warranties.

Section - 66 - Formalities Relating To Hire-Purchase Contracts.

(1) Before any hire-purchase contract is entered into in respect of any goods, the seller shall state in writing to
the prospective buyer (otherwise than in the note or memorandum referred to in subsection (3)), a price at
which the goods may be purchased by him for cash (in this Part referred to as the "cash price"), and shall also
state the cash price to the purchaser orally.

(2) Subsection (1) shall be deemed to have been sufficiently complied with if the seller states the cash price to
the buyer orally, and-

(a) if the buyer has inspected the goods or like goods and at the time of his inspection tickets or labels were
attached to or displayed with the goods clearly stating the cash price, either of the goods as a whole or of all the
different articles or sets of articles comprised therein; or

(b) if the buyer has selected the goods by reference to a catalogue, price list, or advertisement, which clearly
stated the cash price either of the goods as a whole or of all the different articles or sets of articles comprised
therein.

(3) A seller shall not be entitled to enforce a hire-purchase contract or any contract of guarantee relating thereto
or any right to recover the goods from the buyer, and no security given by the buyer in respect of money
payable under the hire-purchase contract or given by the guarantor in respect of money payable under such a
contract of guarantee as aforesaid shall be enforceable against the buyer or guarantor by any holder thereof,
unless the requirement specified in subsection (1) has been complied with, and -

(a) a note or memorandum of the agreement is made and signed by the buyer and by or on behalf of all other
parties to the agreement, and

(b) the note or memorandum contains a statement of the hire-purchase price and the cash price of the goods to
which the agreement relates and of the amount of each of the instalments by which the price is to be paid and
of the date or the mode of determining the date upon which each instalment is payable, and contains a list of
the goods to which the agreement relates sufficiently to identify them, and

(c) the note or memorandum contains a notice which is at least as prominent as the rest of the contents of the
note or memorandum, in the terms prescribed in the First Schedule to this Act, and

(d) a copy of the note or memorandum is delivered or sent to the buyer within fourteen days of the making of
the agreement.
(4) If the Court is satisfied in any action that a failure to comply with the requirement specified in subsection (1)
or any requirement specified in paragraph (b), (c) or (d) of subsection (3) has not prejudiced the buyer and that
it would be just and equitable to dispense with the requirement, the Court may, subject to any conditions that it
thinks fit to impose, dispense with that requirement for the purposes of the action.

Section - 66 - Formalities Relating To Hire-Purchase Contracts.

(1) Before any hire-purchase contract is entered into in respect of any goods, the seller shall state in writing to
the prospective buyer (otherwise than in the note or memorandum referred to in subsection (3)), a price at
which the goods may be purchased by him for cash (in this Part referred to as the "cash price"), and shall also
state the cash price to the purchaser orally.

(2) Subsection (1) shall be deemed to have been sufficiently complied with if the seller states the cash price to
the buyer orally, and-

(a) if the buyer has inspected the goods or like goods and at the time of his inspection tickets or labels were
attached to or displayed with the goods clearly stating the cash price, either of the goods as a whole or of all the
different articles or sets of articles comprised therein; or

(b) if the buyer has selected the goods by reference to a catalogue, price list, or advertisement, which clearly
stated the cash price either of the goods as a whole or of all the different articles or sets of articles comprised
therein.

(3) A seller shall not be entitled to enforce a hire-purchase contract or any contract of guarantee relating thereto
or any right to recover the goods from the buyer, and no security given by the buyer in respect of money
payable under the hire-purchase contract or given by the guarantor in respect of money payable under such a
contract of guarantee as aforesaid shall be enforceable against the buyer or guarantor by any holder thereof,
unless the requirement specified in subsection (1) has been complied with, and -

(a) a note or memorandum of the agreement is made and signed by the buyer and by or on behalf of all other
parties to the agreement, and

(b) the note or memorandum contains a statement of the hire-purchase price and the cash price of the goods to
which the agreement relates and of the amount of each of the instalments by which the price is to be paid and
of the date or the mode of determining the date upon which each instalment is payable, and contains a list of
the goods to which the agreement relates sufficiently to identify them, and

(c) the note or memorandum contains a notice which is at least as prominent as the rest of the contents of the
note or memorandum, in the terms prescribed in the First Schedule to this Act, and

(d) a copy of the note or memorandum is delivered or sent to the buyer within fourteen days of the making of
the agreement.

(4) If the Court is satisfied in any action that a failure to comply with the requirement specified in subsection (1)
or any requirement specified in paragraph (b), (c) or (d) of subsection (3) has not prejudiced the buyer and that
it would be just and equitable to dispense with the requirement, the Court may, subject to any conditions that it
thinks fit to impose, dispense with that requirement for the purposes of the action.
Section - 68 - Special Provisions As To Determination Of Hire-
Purchase Contracts.
(1) A buyer may, at any time before the final payment under a hire-purchase contract falls due, and not
withstanding anything in the contract, determine the contract by returning the goods to the seller.

(2) On the termination of a contract of hire purchase, whether by the seller lawfully retaking the possession of
the goods from the buyer, or under the provisions of subsection (1) or otherwise, then, without prejudice to any
liability which has accrued before the termination, the buyer shall be liable to pay to the seller the amount, if
any, by which one-half of the hire-purchase price exceeds the total of the sums paid and the sums due in
respect of the hire-purchase price immediately before the termination.

(3) where a hire-purchase contract has been determined under this section, the buyer shall, if he has failed to
take reasonable care of the goods, be liable to pay damages for the failure.

(4) N othing in this section affects-

(a) any right of a buyer to determine a hire-purchase contract otherwise than by virtue of this section;

(b) any contract of hire-purchase which is the subject of an order of the court under section 7 0 of this Act.

Section - 72 - Assignments Contrary To Contract.

Where a hire-purchase contract provides that the buyer shall not assign or part with the possession or control of
the goods: -

(1) the buyer shall on the written request of the seller, inform him where the goods are at the time when the
information is given or, if it is sent by post, at the time of posting, and if the buyer fails without reasonable cause
to give the information within fourteen days of receiving the request, he shall be liable on conviction to a fine not
exceeding ten pounds;

(2) if the buyer, before the property has passed to him, resells, pledges or otherwise disposes of the goods for
value to a third party in such circumstances that section 32 of this Act gives rights in the goods to the third
party, he shall be guilty of a misdemeanour.

Section - 73 - Duty Of Seller To Supply Documents And Information.

(1) At any time before the final payment has been made under a hire-purchase contract, the seller shall, within
seven days after he has received a request in writing from the buyer and the buyer has tendered to him the
sum of one shilling for expenses, supply to the buyer a copy of any memorandum or note of the agreement,
together with a statement signed by the seller or his agent showing-

(a) the amount paid by or on behalf of the buyer;

(b) the amount which has become due under the contract but remains unpaid, and the date upon which each
unpaid instalment became due, and the amount of each such instalment, and
(c) the amount which is to become payable under the contract, and the date or the mode of determining the
date upon which each future instalment is to become payable, and the amount of each such instalment.

(2) In the event of a failure without reasonable cause to comply with subsection (1), then, while the default
continues-

(a) the seller shall not be entitled to enforce the agreement against the buyer or to enforce any contract of
guarantee relating to the contract, and the seller shall not be entitled to enforce any right to recover the goods
from the buyer, and

(b) no security given by the buyer, in respect of money payable under the contract or given by a guarantor in
respect of money payable under such a contract of guarantee shall be enforceable against the buyer or the
guarantor by any holder thereof,

and, if the default continues for a period of one month, the defaulter shall be guilty of an offence under this
section and shall be liable on conviction thereof to a fine not exceeding ten pounds.

Section - 74 - Regulations As To Hire-Purchase Contracts.

(1) The Minister responsible for trade may by legislative instrument make regulations providing for the
regulation and control of the selling under hire-purchase contracts of goods or of any class or description of
goods.

(2) Without prejudice to the generality of subsection (1), regulations may provide for-

(a) the form of contracts,

(b) limiting the rate of interest and other charges,

(c) the minimum deposit to be paid by a buyer,

(d) the maximum period of payment, and the amount and frequency of instalments or rentals,

(e) the appropriation of payments as between two or more contracts between the same seller and buyer,

(f) the information to be given in any advertisement or announcement published or made in any form or manner
whatsoever relating to goods for sale by way of hire-purchase regarding the terms upon which the goods will be
sold,

(g) the inclusion in any such advertisement or announcement of a statement of the price at which the goods will
be sold for cash.

(3) Regulations under this section may also provide that a person who sells goods to which the regulations
apply shall not be entitled to enforce any agreement for such sale or any right to recover the goods unless
specified provisions of the regulations are complied with.

(4) Regulations under this section may also prescribe whether for goods generally or for any class or
description of goods, a minimum percentage for the purposes of sections 6 9 and 7 0 of this Act in lieu of fifty per
cent.
Section - 75 - Application Of Part VIII.
(1) Subject to subsection (2), this Part applies to every contract.

(2) The application of this Part, or of any provision thereof, may, in the case of a contract in which the cash
price of the goods exceeds lbG1,0 0 0 , be excluded by agreement between the parties.

Section - 76 - Variation Of Rights, Duties And Liabilities.

Subject to the provisions of this Act, the rights, duties and liabilities of the parties to a contract of sale, as laid
down in this Act may, as between the parties themselves, be varied by express agreement, or by the course of
dealing between the parties, or by trade usage, or by a custom (whether a rule of customary law or not) which
the parties may be taken to have agreed to be applicable to the contract.

Section - 77 - Reasonable Time A Question Of Fact.

Where, by this Act, any reference is made to a reasonable time the question what is a reasonable time is a
question of fact.

Section - 78 - Application Of The Act.

This Act applies to every contract of sale of goods made after the commencement of this Act.

Section - 79 - Act To Bind The Republic.

This Act applies to contracts entered into by or on behalf of the Republic as it applies to other contracts.

Section - 80 - Savings.
The rules of the common law and of customary law, save in so far as they are inconsistent with the provisions
of this Act, shall continue to apply to contracts for the sale of goods.

Section - 82 - Repeal.
(1) The Hire Purchase Act, 19 58 (N o.55) is repealed but shall continue to apply to contracts made before the
commencement of this Act.

(2) Section 17 of the Auction Sales Ordinance (Cap. 19 6 ) shall not apply to the sale of goods.

Section - 83 - Statutes Ceasing To Apply.

The enactments indicated in the Second Schedule to this Act shall, in so far as they apply in Ghana, cease to
apply to the extent indicated in the third column of the Schedule.

Section - 84 - Commencement.
This Act shall come into operation three months after the date of assent.