 Original

 Table of contents

ACT 137
SALE OF GOODS ACT, 1962 1(1)

AN ACT to codify with amendments the law relating to the sale and hire
purchase of goods and to provide for related matters.

PART ONE

Nature and Formation of the Contract

Section 1 - Contract of sale

(1) A contract of sale of goods is a contract by which the seller agrees to

transfer the property in the 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 the 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,

(a) that person has agreed to transfer the property in the goods to the
bailee, and

(b) the bailor is the seller and the bailee is 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 2 - Capacity to buy and sell

(1) The capacity to buy and sell is regulated by the general law concerning
capacity to contract and to transfer and acquire property.

(2) Where necessaries are delivered to a person under an agreement

which is void because of that person’s incapacity to contract, that person is
bound to pay a reasonable price for those necessaries.

(3) Necessaries in this section means goods suitable to the condition in

life of the person to whom they are delivered and to the actual requirement
of that person at the time of delivery.

Section 3 - Contract of sale, how made

Subject to this Act and subject to any other enactment, a contract of sale of
goods

(a) may be made in writing or by word of mouth, or partly in writing

and partly by word of mouth, or

(b) may be implied from the conduct of the parties.

Section 4 - Auction sales

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

(a) where the goods are put up for sale in lots, each lot is prima facie
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 any other customary
manner;

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

(d) where the sale is expressed to be without reserve, the higher

bona fide bidder is entitled to buy the goods at the price bid
although the auctioneer refuses to accept the bid or to
complete the sale;

(e) the seller or any one person on behalf of the seller 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 the

seller or a person on behalf of the seller may make one bid and no
more; and that bid shall be openly declared at the auction before
any other bid is received.

(2) Where there is a breach of a provision 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
specific goods, identified and agreed on before or at the time when the
contract is made, or unascertained goods which are not identified and
agreed on.

(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 on a contingency which may or may not happen.

Section 6 - The price

(1) The ofprice

in possession in a contract of sale may be fixed by the contract or may
goods
be left to be fixed in the manner agreed between the parties or may be
determined by the course of dealing between the parties.
SALE OF GOODS ACT, 1962 (ACT 137) 
Section 31 -
Disposition by
seller(2)
inWhere the price is not determined in accordance with subsection (1)
and for that purpose the buyer shall pay a reasonable price, a reasonable
possession
price is a question of fact dependent on the circumstances of each
Section 32 -
particular
Disposition by case.
buyer in
possession

Section 33 -
Provisions
relating to notice
of ownership
Section 34 -
Section 7 - Agreement to sell at valuation
Unpaid seller
defined

Section
(1) 35 -
Wherethere is an agreement to sell goods on the terms that the price is
Unpaid seller’s
to be fixed by the valuation of a third party, and the third party cannot or
rights
does not make the valuation, the agreement is void.
Section 36 -
Seller’s lien
(2) Where the third party is prevented from making the valuation by the
Section 37 -
fault of the seller or buyer the party not in fault may maintain an action for
Termination of
damages against the party in fault.
lien

Section 38 -
Stoppage in
transit

Section 39 - PART TWO

Duties of the Seller

Fundamental Obligation of the Seller

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) A 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.

Existence of the Goods

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.

Undertakings as to Title

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 the seller has a right to sell the goods at the time when the
property is to pass.
 (2) Subsection (1) is not affected by an agreement to the contrary where
the goods are of a description which is supplied by the seller in the ordinary
course of the seller’s business.

Quality and Quantity of the Goods

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 13 - Quality and fitness of the goods

(1) Subject to this Act and to any other enactment, there is no implied
warranty or condition as to the quality or fitness for a particular purpose of
goods supplied under a contract of sale except

(a) that there is an implied condition that the goods are free from
defects which are not declared or known to the buyer before or at
the time when the contract is made, but that condition is not an
implied condition

(i) where the buyer has examined the goods in respect of

defects, which should have been revealed by the examination;

(ii) in the case of a sale by sample, in respect of defects which

could have been discovered by a reasonable examination of
the sample;

(iii) where the goods are not sold by the seller in the ordinary
course of the seller’s business, in respect of defects of which
the seller was not, and could not reasonably have been aware;

(b) that where the goods are of a description which are supplied by
the seller in the course of the seller’s business and the buyer
expressly or by implication makes known the purpose for which the
goods are required, there is an implied condition that the goods
are reasonably fit for that purpose.
 (2) The condition implied by paragraph (a) of subsection (1) is not
affected by a provision to the contrary in the agreement, where the goods
are of descriptions which are supplied by the seller in the ordinary course of
the seller’s business.

(3) The condition implied by paragraph (b) of subsection (1) is not

affected by a provision to the contrary in the agreement unless the seller
proves that before the contract was made the provision was brought to the
notice of the buyer and its effect made clear to the buyer.

(4) An implied warranty or condition as to quality or fitness for a

particular purpose may be annexed by the usage of trade.

(5) An express warranty or condition does not negate a warranty or

condition implied by this Act unless inconsistent with this Act.

(6) This section applies to goods delivered in pursuance of the contract

and extends to the boxes, tins, bottles or any other containers in which the
goods are contained.

Section 14 - Quantity of goods

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

(2) Where the seller delivers to the buyer a quantity of goods larger
than what the seller had contracted to sell, the buyer may not reject the
goods delivered by reason only of the excess in quantity, but the buyer may
accept the goods so delivered, paying for the extra goods at the contract
rate, or the buyer may accept the goods which should have been delivered
and reject the remainder.

(3) Where the buyer rejects the remainder of the goods, the buyer may
recover damages from the seller representing the cost of separating the
goods which should have been delivered from the remainder.

(4) Where the seller delivers to the buyer the goods which the seller had
contracted to sell together with goods of a different description not included
in the contract,

(a) the buyer may accept 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; but where the buyer rejects the remainder,
the buyer may recover
 (i) damages from the seller representing the cost of separating
the goods included in the contract from the remainder, and

(ii) damages in respect of the deficiency in the goods

delivered.

Delivery of the Goods

Section 15 - Delivery concurrent with payment

(1) Unless otherwise agreed the seller shall 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) Where a time is not fixed for the delivery of the goods, the goods shall
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 of the goods shall 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 a further change.

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

(5) Where the seller contracts to use the seller’s best endeavours to
deliver the goods on, or not later than, a given date the seller shall, unless a
contrary intention appears, but without prejudice to the obligations so to use
the 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 shall be borne by the seller.
 Section 18 - Means of delivery

(1) Unless otherwise agreed, the seller may deliver the goods to the buyer
by

(a) transferring to the buyer the actual physical control over the
goods, or

(b) transferring to the buyer the means of obtaining actual physical

control over the goods, or

(c) transferring to the buyer the documents of title to the goods.

(2) Unless a contrary intention is apparent, delivery of the goods to the

buyer’s agent or to the buyer’s order is a delivery to the buyer.

(3) Unless a contrary intention is apparent, delivery of the goods to

a carrier, pursuant to, or consequent on a contract of sale, for transmission
to the buyer is a delivery to the buyer.

(4) Where the goods are in the possession of a third party, they are
delivered to the buyer when the third party acknowledges to the buyer that
the third party holds the goods on behalf of the buyer.

(5) Subsection (4) does not affect the operation of the delivery of a
document of title.

Section 19 - Place of delivery

(1) Unless a contrary intention is apparent, the place of delivery is the

seller’s place of business, if the seller has one, and if not, the residence of the
seller.

(2) In a contract for the sale of specific goods which to the knowledge of
the parties when the contract is made are in some other place, then subject
to a contrary intention that place is the place of delivery.

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 the contract with the carrier on behalf of
the buyer which is reasonable having regard to 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 shall give the notice that may be required by the
buyer to enable the buyer to insure them during the sea or air transit, and if
the seller fails to do so the goods shall be at the seller’s risk during that
transit.

PART THREE

Duties of the Buyer

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 shall 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.

PART FOUR

Transfer of Property and Risk Transfer of Property

Section 25 - Goods must be ascertained

Where there is a contract for the sale of unascertained goods the

property in the goods is not transferred to the buyer unless the goods are
ascertained.

Section 26 - When property passes

(1) Subject to section 25, the property in the goods passes under a
contract of sale when the parties intend it to pass.
 (2) Unless a different intention is apparent, 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 any other similar terms, then, in the absence of a contrary
intention, the property in the goods passes to the buyer

(a) when the buyer signifies the buyer’s approval or acceptance to

the seller or does any other act adopting the transaction;

(b) if the buyer does not signify the buyer’s 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 that time, and if a time has not been fixed, on the
expiration of a reasonable time.

Transfer of Risk

Section 27 - Transfer of risk

(1) The risk in the goods in a contract of sale is transferred to the buyer
when the parties intend it to be transferred.

(2) Unless a different intention is apparent, the goods are at the seller’s
risk until the property in them passes to the buyer, after which the goods are
at the risk of the buyer.

(3) Where delivery of the goods is delayed through the fault of the buyer or
the seller, the goods are at the risk of the party in fault as regards the loss,
damage or deterioration which might not have occurred but for the delay.

(4) This section does not affect the duties or liabilities of the seller or the
buyer as a bailee of the goods of the other party or a destruction or loss
or deterioration of or damage to the goods which is caused by the fault of
either party.

Transfer of Property by a Non-owner

Section 28 - Non-owner cannot generally pass good title

(1) Subject to this Act and to any other enactment where goods are sold
by a person who is not the owner of the goods and who does not sell them
under the authority or with the consent of the owner, the buyer does not
acquire a better title than the seller had.
 (2) Subsection (1) does not affect the operation of the doctrine of
estoppel, or a power of sale which may be conferred by or under an
enactment or by a contract of pledge or otherwise.

Section 29 - Disposition under voidable title

Where a person has a voidable title to goods, a sale, pledge or any other
disposition for value made by that person before the title to the goods has
been avoided shall be as effective as if that person’s title were not voidable, if
the person receiving 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

(1) Where a mercantile agent is, with the consent of the owner, in
possession of goods or of the documents of title to goods, a sale, pledge or
any other disposition for value of the goods or documents of title made by
the mercantile agent apparently in the ordinary course of the mercantile
agent’s business as a mercantile agent, is as valid as if the mercantile agent
were expressly authorised by the owner of the goods to make that
disposition, if the person receiving the disposition acts in good faith, and did
not have notice, at the time of the disposition, that the mercantile agent
does not have the authority to make the disposition.

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

(3) Where a mercantile agent has obtained possession of the documents

of title to goods by reason of the mercantile agent being or having been,
with the consent of the owner, in possession of the goods represented by
those documents or of any other documents of title to the goods, the
mercantile agent’s 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 to the goods are not in the possession
of a mercantile agent within the meaning of this section unless they are in
the mercantile agent’s possession in that agent’s capacity as a mercantile
agent.

(6) This section does not affect the liability of a mercantile agent to the
owner for a wrongful sale, pledge or any other disposition of the goods or
documents to 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 a contract
for sale, pledge or any other disposition for value of the goods, to a person
receiving the goods in good faith and without notice of the previous sale, has
the same effect as if the seller were expressly authorised by the original
buyer to make the delivery or the transfer.

(2) Subsection (1) applies whether the seller is in possession of the goods
as bailee or in any other capacity.

(3) This section does not

(a) derogate from the powers of a seller in whom the property in the
goods is vested, or

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

Section 32 - Disposition by buyer in possession

(1) Where a buyer of goods obtains the possession of the goods or of

the documents of title to the goods with the consent of the seller before the
property passes to the buyer, the delivery or transfer by the buyer, of the
goods or documents of title under a sale, pledge or any other disposition for
value of the goods to a person receiving the goods in good faith and without
notice of the buyer’s lack of title, has the same effect as if the buyer were
expressly authorised by the seller to make the delivery or the transfer.

(2) Where a buyer of goods obtains possession of the goods with the
consent of the seller before the property passes to the buyer and resells,
pledges or otherwise disposes of the goods for value to a third party in the
circumstances that the sale, pledge or any other disposition would not, but
for this subsection, transfer the rights in the goods to the third party, under
this Act or otherwise, the third party may, despite anything in the original
contract, retain or recover possession of the goods on tendering to the seller
the unpaid balance of the price due to the seller and on the buyer doing so
the seller’s title shall vest in the buyer but subject to the rights of the buyer
against the third party.

(3) This section applies whether the buyer is in possession of the goods as
a bailee or in any other capacity.

(4) This section does not

(a) derogate from the powers of a buyer in whom the property in the
goods is vested, or
 (b) affect the liability of the buyer to the seller for a wrongful
sale, pledge or any 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 goods in good faith and
without notice of defects in title, where a motor vehicle is licensed by a
licensing authority under the Road Traffic Act, 2004 (Act 683) a person has
notice of the ownership or interest of the person in whose name the motor
vehicle is 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, is admissible in
evidence in legal proceedings; and

(c) generally for giving effect to this section.

PART FIVE

Remedies of the Seller

Real Rights of Seller

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 any 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 a 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 personally paid or is
directly responsible for the price.
 Section 35 - Unpaid seller’s rights

(1) Subject to this Act, an unpaid seller of goods has by

implication of law,
(a) whether or not the property in the goods has passed to the
buyer,
(i) a lien on the goods,

(ii) in the case of the insolvency of the buyer, a right of stopping

the goods in transit after the seller has parted with the
possession of the goods but before the buyer has obtained
the possession of the goods, and

(iii) a right of resale;

(b) where the property has not passed to the buyer but the goods
have been delivered to the buyer, a right to recover possession of the
goods.

(2) This Part does not derogate from the powers of an unpaid seller
where the contract is for the sale of unascertained goods and the goods
have not been appropriated to the contract.

Section 36 - Seller’s lien

(1) Subject to this Act, an unpaid seller of goods who is in possession of the
goods is entitled to retain possession of the goods until payment or tender of
the price if

(a) the seller has not agreed to deliver the goods before payment of the
price;
(b) the goods have been sold on credit but the term of credit
has expired; or
(c) the buyer has become insolvent.
(2) The seller may exercise the right of lien although the seller is in
possession of the goods as bailee or in any other capacity.

(3) Where an unpaid seller has made part delivery of the goods, the
unpaid seller may exercise the right of lien on the remainder unless the part
delivery has been made in the circumstances that show an agreement to
waive the lien.

(4) A contract of sale of goods is not rescinded by reason only that the
seller has exercised the lien.

Section 37 - Termination of lien

(1) An unpaid seller of goods loses the lien on the goods

 (a) when the unpaid seller delivers the goods to a carrier or any
other bailee for the purpose of transmission to the buyer without
reserving the right of disposal of the goods, or

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

(c) by waiver of the lien.

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

Stoppage in Transit

Section 38 - Stoppage in transit

(1) Subject to 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 the goods in transit, that is to say, the unpaid seller may resume
possession of the goods as long as they are in the course of transit and may
retain the goods until payment or tender of the price.

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

Section 39 - Duration of transit

(1) Goods are in course of transit from the time when the goods are
delivered to a carrier or any other bailee until the buyer takes delivery of the
goods 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 the other bailee acknowledges to the buyer that the carrier or
bailee holds the goods on the buyer’s behalf and continues in possession of
the goods 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 the other
bailee continues in possession of the goods the transit is not 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 of fact, 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 the other bailee wrongfully refuses to deliver
the goods to the buyer, the transit is 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 the circumstances that show an agreement to waive the right of
stoppage in transit.

Section 40 - How stoppage in transit is effected

(1) An unpaid seller may exercise the right of stoppage in transit by taking
actual possession of the goods, or by giving notice of the claim to the
carrier or the other bailee in whose possession the goods are.

(2) The notice may be given to the person in actual possession of the
goods or to the principal of that person.

(3) For the purposes of subsection (2), the notice, to be effectual, must be
given at the time and under the circumstances that the principal, by the
exercise of reasonable diligence, may communicate it to the servant or
agent of the principal 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 the
unpaid seller has stopped in transit is subject to a particular lien of the
carrier or the 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 the other bailee in possession of the goods, the seller is bound to give
instructions within a reasonable time to the carrier or the other bailee with
respect to the redelivery of the goods to the seller or the seller’s order, and the
carrier is bound to deliver the goods according to those instructions.

(3) The expenses of the redelivery and of the original carriage shall be
borne by the seller as between the seller and the carrier.

Section 42 - Stoppage over goods lost or damaged

Where an unpaid seller exercises the right of stoppage in transit over

goods which are lost or damaged, or deteriorates, in transit, then, as
between the seller and the buyer, the proceeds of a policy of insurance in
respect of the goods are payable

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

(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 any other disposition by the

buyer, the seller loses the right of lien or stoppage in transit;

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

(c) if the buyer disposes of the goods or the documents of title to

the goods otherwise than by way of sale, in circumstances in
which the disposition is effective under section 32 or otherwise, the
seller may exercise the right of lien or stoppage in transit subject to
the rights of a person claiming by or under that disposition.

Recovery of Possession from Buyer

Section 44 - Seller’s right to recover possession after delivery

Subject to this Act and to a contrary intention an unpaid seller may

recover possession of the goods from the buyer after they have been
delivered to the buyer where

(a) the property has not passed to the buyer, or

(b) the property has passed to the buyer but the contract
nevertheless expressly confers a right on the seller to recover
possession,

and the buyer fails to pay the price in accordance with the terms of the
contract, but not otherwise.

Resale

Section 45 - Resale by seller

An unpaid seller who is in possession of the goods is entitled as against

the buyer to resell the goods

(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 the intention to resell
and the buyer does not within a reasonable time pay or tender the
price.

Personal Rights of the Seller

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 the buyer for the price of the goods.

(2) Where, under a contract of sale of goods, the price or a part of the
price is payable on a certain day, 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, although 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 a counterclaim by the buyer for
damages in accordance with section 53.

(4) Subsection (3) does not apply to a contract to which Part One of the
Contracts Act, 1960 (Act 25) applies.

(5) This section does not prevent 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 the buyer 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, but where the buyer has by
words or conduct shown an intention to repudiate the contract the
seller may, if the seller accepts the repudiation, maintain an action
for damages for non-acceptance in respect of the goods;

(b) in any other case, a breach in respect of one or more instalments

shall be treated for the purposes of subsection (1) as though it
were a breach in respect of the whole contract or of the remaining
 part of the contract.

Section 48 - Assessment of damages

(1) The measure of damages in an action under section 47 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 the breach of contract.

(2) Where there is an available market for the goods, 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 fixed for acceptance by reason only that
the goods are to be accepted within a reasonable time.

PART SIX

Remedies of the Buyer Rejection of the Goods

Section 49 - When buyer has right to reject

(1) Subject to this Act, the buyer is entitled to reject the goods and to
refuse to pay, or to recover, the price where

(a) the seller is guilty of a breach of a fundamental obligation; or

(b) the seller is guilty of a breach, not being of a trivial nature, of a

condition of the contract, whether the breach is in respect of all of
the goods or, subject to subsection (2), of part only of the goods; or

(c) the buyer has entered into the contract as a result of fraudulent or
innocent misrepresentation on the part of the seller.

(2) Where there is a contract for the sale of goods which are to be
delivered by instalments, then

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

apply to each instalment separately, but where there are
persistent and grave breaches by the seller in respect of two or
 more instalments the buyer may treat the whole contract as
repudiated; and this paragraph shall not affect the buyer’s rights
under paragraph (c) of subsection (1);

(b) in any other case, a breach as is referred to in subsection (1) in

respect of one or more instalments shall be treated for the purpose
of that subsection as though it were a breach in respect of the
whole contract.

Section 50 - Effect of rejection

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

(2) After the buyer has intimated to the seller that the buyer rejects the
goods, the seller is entitled to have the goods placed at the buyer’s disposal.

(3) Where the buyer has paid the price or a part of the price, the buyer
may retain the possession of the goods until the seller repays or tenders the
amounts the seller has received from the buyer.

Section 51 - No rejection after acceptance

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

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

Section 52 - Acceptance

The buyer accepts the goods when the buyer

(a) intimates to the seller that the buyer accepts the goods, or

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

(c) wrongfully refuses or neglects to place the goods at the disposal

of the seller after notifying the seller that the buyer rejects the
goods.

Personal Rights of the Buyer

 Section 53 - Damages for non-delivery

The buyer may maintain an action against the seller for damages for non-
delivery,

(a) where the seller wrongfully neglects or refuses to deliver the

goods to the buyer, in accordance with the term of the contract,
or

(b) where the buyer rejects the goods delivered by the seller having
the right to do so.

Section 54 - Assessment of damages for non-delivery

(1) The measure of damages in an action under section 53 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 the breach of contract.

(2) Where there is an available market for the goods, 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 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 the seller’s fundamental obligation

or of a condition or warranty of the contract, the buyer

(a) may maintain an action against the seller for damages for the
breach complained of, or

(b) may set up a claim to the damages in diminution or extinction of

the price.
 Section 56 - Assessment of damages under section 55

The measure of damages in an action under section 55 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 the breach of contract.

Section 57 - No forfeiture of sums paid by buyer

(1) Where under a contract of sale the buyer has paid a part or all of the
price to the seller and the seller refuses or neglects to deliver the goods to
the buyer having the right to do so, or, after delivering the goods, recovers
the possession of the goods having the right to do so, the buyer is entitled,
without prejudice to any other rights, but subject to a counterclaim for
damages by the seller, to recover from the seller the amounts which the
buyer has paid.

(2) Subsection (1) applies whether the amounts paid by the buyer were
expressed to be by way of part payment or deposit or otherwise, and despite
an agreement to the contrary.

(3) This section does not affect a case where the seller’s refusal or neglect
to deliver the goods, or the seller’s recovery of the possession of the goods is
wrongful.

Section 58 - Specific performance

(1) In an action for breach of contract to deliver specific or ascertained

goods, the Court may 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.

(2) The judgment may be unconditional or on the terms as to damages,

costs and otherwise that the Court thinks fit.

PART SEVEN

Cost, Insurance, Freight and Free on Board Sales

Section 59 - Parts One to Six to be read subject to this Part

(1) The provisions of Parts One to Six are in relation to cost, insurance and
freight and free on board contracts, subject to this Part.
 (2) This Part applies with the necessary modifications to contracts
analogous to cost, insurance, freight or free on board contracts respectively
and in particular to cost and freight contracts, free on rail contracts and free
alongside contracts.

Section 60 - Export and import licences

(1) In a cost, insurance, and freight contract, unless a

contrary intention appears,
(a) the seller shall obtain the necessary export
licence, and
(b) the buyer shall obtain the necessary import licence.

(2) In a free on board contract, unless a contrary intention appears,

(a) where the buyer is resident in the country from which shipment is
to be made, the buyer shall obtain the necessary export licence, or

(b) in any other case, the seller shall obtain the necessary export
licence, or

(c) the buyer shall obtain the necessary import licence.

(3) Where a party is under a duty, whether under this section or otherwise,
to obtain the necessary export or import licence, it is a question dependant
on the circumstances of the case whether the duty is discharged where the
party has used its best endeavours to obtain a licence, but nevertheless has
not obtained the licence or whether that party is still bound to deliver or to
accept delivery of the goods.

(4) In a cost insurance, freight or free on board contract the party who
is required to obtain the necessary export licence is, unless a contrary
intention appears, bound to pay the export taxes or dues in the nature of
taxes, and the party who is required to obtain the necessary import licence
is, in the absence of a contrary intention, bound to pay the import taxes or
customs duties or dues in the nature of taxes.

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

Section 61 - Cost, insurance, freight contracts

In a cost, insurance, freight contracts, unless a contrary intention appears,

(a) the seller is bound, at the seller’s expense, to ship the goods
during the agreed period to the port agreed on or to acquire goods
afloat which have been so shipped;

(b) the seller is bound, at the seller’s 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 delivered to the buyer, and the property in the
goods passes to the buyer, on the transfer to the buyer of the bills of
lading;

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

Section 62 - Free on board contracts

In a free on board 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, at the agreed, or where the buyer
has an option, one of the agreed, ports ready and willing to carry
the goods;

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

(c) the seller is bound to give the notice to the buyer that is required
by sec-tion 20 (2) except where the buyer already has the
necessary information;

(d) the seller is not bound to effect the 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 to the order of the buyer
or to transfer to the buyer bills of lading by which the goods are
deliverable to the seller or to the order of the seller;

(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 the buyer 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 63 - Payment of price by banker’s commercial credit

Where, in a cost, insurance, freight or free on board contract the price is to be

paid by means of a letter of credit opened at a bank to be nominated by the
seller, then in the absence of a contrary intention,
 (a) the credit shall be opened not later than the earliest date on
which the seller may ship the goods, or where the date of
shipment is to be fixed by the buyer, not later than the earliest
date on which the seller may be required to ship the goods;

(b) as against the buyer, the seller is only entitled to draw against
the credit on presentation to the bank of the proper shipping
documents.

Section 64 - Meaning of proper shipping documents

For the purposes of this Part, “proper shipping documents” means

(a) the seller’s invoices for the goods,

(b) bills of lading which acknowledge that the goods have been
shipped and which do not contain a reservation as to the
apparent good order and condition of the goods or the packing,
and

(c) in a cost, insurance, freight contract and in any other contract

where the seller is bound to effect insurance on the goods, policies of
insurance, or, where permitted by commercial custom, the certificates of
insurance

Section 65 - Duties under this Part to be construed as conditions

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

PART EIGHT

Hire-Purchase Contracts

Section 66 - Formalities relating to hire-purchase contracts

(1) Before a hire-purchase contract is entered into in respect of goods, the

seller

(a) shall state the cash price in writing to the prospective buyer,
otherwise than in the note or memorandum referred to in
subsections (3) and (4), and

(b) shall also state the cash price to the purchaser orally.

(2) Subsection (1) is 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 the inspection tickets or labels were attached to or displayed
with the goods clearly stating the cash price of the goods as a
whole, or of the different articles or sets of articles comprised in the
goods, or

(b) if the buyer has selected the goods by reference to a

catalogue, price list, or an advertisement, which clearly stated
the cash price of the goods as a whole or of the different articles or
sets of articles comprised in the goods.

(3) A seller is not entitled to enforce a hire-purchase contract or a

contract of guarantee relating to the hire-purchase or a right to recover the
goods from the buyer.

(4) A 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 the contract of guarantee is not enforceable against the
buyer or guarantor by a holder of the security 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 any 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 on which each
instalment is payable, and contains a list of the goods to which the
agreement relates sufficient to identity 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, 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.

(5) Where the Court is satisfied in an action that a failure to comply with
the requirement specified in subsection (1) or a requirement specified in
paragraph (b), (c) or (d) of subsection (4) has not prejudiced the buyer and
that it would be just and equitable to dispense with the requirement, the
Court may, subject to the conditions that it thinks fit to impose, dispense with
that requirement for the purposes of the action.

(6) For the purposes of this section and of this Part, “cash price” means
the price at which the goods may be purchased by a prospective buyer for
cash.

Section 67 - Authorising seller to enter buyer’s premises to be void

A provision in a hire-purchase contract by which the seller or a person

acting on the seller’s behalf is authorised to enter on any premises for the
purpose of taking possession of the goods, or is relieved from liability for the
entry, is void.

Section 68 - Special provisions as to determination of contracts

(1) A buyer may, before the final payment under a hire-purchase contract
falls due, and despite 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
subsection (1) or otherwise, then, without prejudice to the liability which has
accrued before the termination, the buyer is liable to pay to the seller the
amount by which one-half of the hire-purchase price exceeds the total of
the sums of money paid and the sums of money due in respect of the hire-
purchase price immediately before the termination.

(3) Where a hire-purchase contract is determined under this section,

the buyer is liable to pay damages for the failure to take reasonable care
of the goods.

(4) This section does not affect

(a) a right of a buyer to determine a hire-purchase contract

otherwise than by virtue of this section, and

(b) a contract of hire purchase which is the subject of an order of the

Court under section 70.

Section 69 - Restriction of seller’s right to recover possession

(1) Where goods have been delivered to a buyer under a contract of hire-
purchase, and at least fifty percent, or the prescribed minimum percentage of
the hire-purchase price has been paid or tendered by or on behalf of the
buyer, the seller may, by action enforce a right to recover possession of the
goods from the buyer.

(2) Where a seller recovers possession of goods in contravention of

subsection (1), the hire-purchase contract, if not previously determined, shall
determine, and

(a) the buyer is released from liability under the contract and is
entitled to recover from the seller the sums of money paid by the
buyer under or in respect of the contract; and

(b) a guarantor is entitled to recover from the seller the sums of

money paid by the guarantor under or in respect of the contract of
guarantee.

(3) Subsections (1) and (2) do not apply where the contract has been
determined by the buyer by virtue of a right vested in the buyer.
 (4) Where by virtue of this section the enforcement by a seller of a right
to recover possession of goods is subject to a restriction, and the buyer
refuses to give up possession of the goods to the seller, the buyer is not, by
reason only of the refusal, liable to the seller for conversion of the goods.

Section 70 - Action by seller

(1) Where in a case to which section 69 applies, a seller commences an

action to recover possession of goods from a buyer after at least the
appropriate percentage of the hire-purchase price has been paid or
tendered, the seller shall not, after the action has been commenced, enforce
payment of the sum of money due under or in respect of the hire-purchase
contract except by claiming the money in the action.

(2) Pending the hearing of the action the Court may, on the application
of the seller make the orders that it thinks just for the purpose of protecting
the goods from damage or depreciation, including orders restricting or
prohibiting the use of the goods or giving directions as to their custody.

(3) On the hearing of the action the Court may, despite anything in the
contract to the contrary,

(a) order the buyer to deliver a part or all of the goods to the seller
without giving the buyer the option of retaining the goods on
payment of damages;

(b) order the buyer to pay the unpaid part of the hire-purchase price
at the times and in the amounts and subject to the conditions that
the Court thinks fit;

(c) make an order under paragraph (a) but subject to the condition
that the seller refunds to the buyer a part of the sums of money
paid by the buyer as the Court thinks fit;

(d) make an order under paragraph (a) but postpone its operation
on condition that the buyer pays the unpaid balance of the hire-
purchase price at the times and in the amounts and subject to
the other conditions that the Court thinks fit; or

(e) allocate the sums of money which have been paid or a part of
the money to a part of the goods and make an order transferring
the seller’s title in respect of that part to the buyer; or

(f) make orders under two or more of paragraphs (a) to (e), and
may make any further incidental orders that are just.

Section 71 - Postponement of order for specific delivery of goods

(1) While the operation of an order for the specific delivery of goods to the
owner is postponed under section 70, the buyer shall hold the goods under
and on the terms of the hire-purchase agreement.
 (2) For the purposes of subsection (1), a further sum of money shall not be
or become payable by the hirer or a guarantor on account of the unpaid
balance of the hire-purchase price except in accordance with the terms of
the order.

(3) If while the operation of an order for the specific delivery of the goods
to the owner is postponed the buyer or a guarantor fails to comply with a
condition of the postponement, or with a term of the contract as varied by
the Court, or wrongfully disposes of the goods, the seller shall not take civil
proceedings against the hirer or guarantor except by making an
application to the Court by which the order was made.

(4) In the case of a breach of a condition relating to the payment of

the unpaid balance of the hire-purchase price, the seller may recover the
possession of the goods unless the order of the Court otherwise directs, but
subject to the right of the buyer to apply to the Court under subsection (6).

(5) Where the unpaid balance of the hire-purchase price has been paid in
accordance with the terms of the order, the seller’s title in the goods shall
vest in the buyer.

(6) The Court may, on the application of the buyer or the seller, at any time
during the postponement of the operation of the order, revoke or vary the
order, and may make any other order under section 70, and where the seller
has recovered possession of the goods the Court may order the seller to
return the goods to the buyer

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,

(a) the buyer shall on the written request of the seller, inform the
seller 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 the buyer is liable on
conviction to a fine not exceeding two hundred penalty units;

(b) if the buyer, before the property has passed to the buyer
resells, pledges or otherwise disposes of the goods for value to a
third party in the circumstances in which section 32 gives rights in
the goods to the third party, the buyer commits a misdemeanour.

Section 73 - Duty of seller to supply documents and information

(1) Before the final payment has been made under a hire-purchase
contract, the seller shall, within seven days of having received a request in
writing from the buyer and the buyer has tendered to the seller the sum of
money not less than twenty thousand cedis for expenses, supply to the
buyer a copy of a memorandum or note of the agreement, together with a
statement signed by the seller or the seller’s 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 instalment, and

(c) the amount which is to become payable under the contract, and
the date or the mode of determining the date on which each future
instalment is to become payable, and the amount of each
instalment.
(2) In the event of a failure without reasonable cause to comply with
subsection (1), then, while the default continues

(a) the seller is not entitled to enforce the agreement on the buyer or
to enforce a contract of guarantee relating to the contract, and
the seller is not entitled to enforce a right to recover the goods
from the buyer, and

(b) a security given by the buyer, in respect of money payable under

the contract or given by a guarantor in respect of money payable
under the contract of guarantee is not enforceable against the
buyer or the guarantor by a holder of the security,

and, if the default continues for a period of one month, the defaulter
commits an offence under this section and is liable on conviction to a fine
not exceeding two hundred penalty units.

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 a class or description of
goods.

(2) Without prejudice to the generality of subsection (1), the Regulations

may provide for

(a) the form of contracts;

(b) limiting the rate of interest and any 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 an advertisement or

announcement published or made in a form or manner relating to
goods for sale by way of hire-purchase regarding the terms on
which the goods will be sold;
 (g) the inclusion in an advertisement or announcement of a
statement of the price at which the goods will be sold for cash.

(3) The Regulations may also provide that a person who sells goods to
which the Regulations apply is not entitled to enforce an agreement for the
sale or a right to recover the goods unless specified provisions of the
Regulations are complied with.

(4) The Regulations may also prescribe a minimum percentage for the
purposes of sections 69 and 70 in lieu of fifty percent, whether for goods
generally or for a class or description of goods.

Section 75 - Application of Part Eight

(1) Subject to subsection (2), this section applies to a contract.

(2) The application of this Part, or of a provision of this Part may, in the
case of a contract in which the cash price of the goods exceeds four
hundred million cedis, be excluded by agreement between the parties.

PART NINE

Miscellaneous

Section 76 - Variation of rights, duties and liabilities

Subject to 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, a reference is made to a reasonable time, the question

what a reasonable time is, is a question of fact.

Section 78 - Application of the Act

This Act applies to a 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 any other contracts.

Section 80 - Savings

The rules of the common law and of the customary law, except where
they are inconsistent with this Act, shall continue to apply to contracts for
the sale of goods.

Section 81 - Interpretation

(1) In this Act, unless the context otherwise

requires,
(2) “action” includes a counterclaim and a
set-off;
(3) “agreement to sell” has the same meaning
as “sale”;
“ascertained goods” means goods identified and agreed on after a
contract of sale is made;

“buyer” shall be construed in accordance with section 1;

“contract of sale of goods” has the meaning assigned to it in section 1;

“Court” means a court of competent jurisdiction;

“delivery” means voluntary transfer of possession from one person to

another;

“document of title” means a bill of lading, dock warrant, warehouse-

keeper’s certificate and any other document used in the ordinary course
of business as proof of the possession or control of goods, or authorising or
purporting to authorise, by endorsement or delivery, the possessor of the
document to transfer or receive goods represented by the document;

“goods” includes movable property and growing crops or plants and

any other things attached to or forming part of the land which are agreed
to be severed before sale by or under the contract of sale;

“hire-purchase contract” means a contract of sale of goods in which

the price is to be paid in five or more instalments;

“hire-purchase price” means the total sum of money payable by the

buyer under a hire-purchase contract in respect of the goods being sold
excluding the sums of money payable as a penalty or as damages or
compensation, but including a deposit or an initial payment, and
the charges for installation of the goods, paid or payable by the buyer;
 “mercantile agent” means an agent having in the ordinary course of
business as an agent authority to sell goods, or to consign goods for sale,
or to buy goods, or to raise money on the security of goods;

“plaintiff” includes defendant in relation to a counterclaim;

“property” means the general property in the goods and not merely a
special property;

“quality of goods” includes their state or condition;

“sale” means a contract of sale of goods;

“seller” shall be construed in accordance with section 1;

“specific goods” means goods identified and agreed on at the time a

contract of sale is made.

(2) A person is insolvent within the meaning of this Act if that person has
ceased to pay debts in the ordinary course of business, or cannot pay those
debts as they become due.

(3) Goods are in a “deliverable state” within the meaning of this Act when
they are in a state that the buyer would be bound, under the contract to take
delivery of them.

Section 82 - Repeal

(1) The Hire Purchase Act, 1958 (No. 55) is repealed but shall continue to
apply to contracts made before the commencement of this Act.

(2) Section 17 of the Auction Sales Act, 19892(2) shall not apply to the sale of
goods.

Section 83 - Statutes ceasing to apply

The enactments specified in the Second Schedule 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.3(3)

SCHEDULES

FIRST SCHEDULE
1. The buyer may put an end to this agreement by returning the goods to the
seller.

2. The buyer must then pay the instalments which are in arrears at the
time when the goods are returned. If, when the buyer has paid those
instalments, the total amount which has been paid under the contract is less
than (here insert the minimum amount which the buyer is required to pay in
accordance with the provisions of section 68 of Act), the buyer must also
pay enough to make up that sum of money.

3. The buyer should see whether this agreement contains provisions

allowing the buyer to put an end to the agreement on terms more
favourable to the buyer than those just mentioned. If it does, the buyer may
put an end to the agreement on those terms.

Restriction of Owner’s Right to Recover Goods

1. After (here insert a figure equal to fifty per cent or other

prescribed percentage of the hire-purchase price) has been paid, then,
unless the buyer has put an end to the agreement, the seller cannot take
them back from the buyer without the buyer’s consent unless the seller
obtains an order of the Court.

2. If the seller applies to the Court for an order, the Court may, allow the
buyer to keep

(a) the whole of the goods on condition that the buyer pays the
balance of the price in the manner ordered by the Court, or

(b) a fair proportion of the goods having regard to what the buyer has
already paid.

SECOND SCHEDULE
STATUTES CEASING TO APPLY

Session and Chapter Subject Matter Extent of

Cesser
1 Jac. 1, c. 21 (1603) .............. Brokers...................................... The whole Ac
4 Geo. 4, c. 83 (1823) ............ Factors........................................ The whole Ac
6 Geo. 4. c. 94 (1825) ............ Factors........................................ The whole Ac
5 and 6 Vict., c. 39 (1842) .... Mercantile Agents...................... The whole Ac
 19 and 20 Vict., c. 97 (1856) Mercantile Law Sections 1 an
(Amendment).... 2.

Endnotes

1. The Act was assented to on 11th July, 1962.

2. P.N.D.C.L. 230.
3. The Act was assented to on 11th July, 1962.