Sale of Goods Act CAP 31 — Sections and Provisions

Section 1 of Sale of Goods Act CAP 31: Short title

This Act may be cited as the Sale of Goods Act.

Section 2 of Sale of Goods Act CAP 31: Interpretation

(1) In this Act, except where the context otherwise requires— “action” includes counterclaim and set-off; “buyer” means a person who buys or agrees to buy goods; “contract of sale” includes an agreement to sell as well as a sale; “delivery” means voluntary transfer of possession from one person to a…

Section 3 of Sale of Goods Act CAP 31: Sale and agreement to sell

(1) A contract of sale of goods is a contract whereby the seller to sell. transfers or agrees to transfer the property in goods to the buyer for a money consideration, called the price. (2) There may be a contract of sale between one part owner and another. (3) A contract of sale may be absolute or…

Section 4 of Sale of Goods Act CAP 31: Capacity to buy and sell

(1) Capacity to buy and sell is regulated by the general law concerning capacityto contract, and to transfer and acquire property: Provided that, where necessaries are sold and delivered to an infant or minor, or to a person who by reason of mental incapacity or drunkenness is incompetent to contrac…

Section 5 of Sale of Goods Act CAP 31: Contract of sale, how made

Subject to the provisions of this Act and of any Act in that behalf, a contract of sale may be made in writing (either with or without seal) 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: Provided that nothing in this section…

Section 6 of Sale of Goods Act CAP 31: Contract of sale for ten pounds or more to be in writing

(1) A contract for the sale of any goods of the value of two hundred shillingsor upwards shall not be enforceable by action unless the buyer accepts part of the goods so sold, and actually receives them, or gives something in earnest to bind the contract or in part payment, or unless some note or me…

Section 7 of Sale of Goods Act CAP 31: Existing or future goods

(1) The goods which form the subject of a contract of sale may be either existinggoods, owned or possessed by the seller, or goods to be manufactured or acquired by the seller after the making of the contract of sale. (2) There may be a contract for the sale of goods the acquisition of which bythe s…

Section 8 of Sale of Goods Act CAP 31: Sale of perished goods

Where there is a contract for the sale of specific goods, and the goods without the knowledge of the seller have perished at the time when the contract is made, the contract is void.

Section 9 of Sale of Goods Act CAP 31: Goods perished after agreement to sell

Where there is an agreement to sell specific goods, and subsequently the goods, without any fault on the part of the seller or buyer, perish before the risk passes to the buyer, the agreement is thereby avoided.

Section 10 of Sale of Goods Act CAP 31: Ascertainment of price

(1) The price in a contract of sale may be fixed by the contract, or may be leftto be fixed in a 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 reasonabl…

Section 11 of Sale of Goods Act CAP 31: Agreement to sell at valuation

(1) Where there is an agreement to sell goods on the terms that the price isto be fixed by the valuation of a third party, and the third party cannot or does not make a valuation, the agreement is avoided: Provided that if the goods or any part thereof have been delivered to and appropriated by the…

Section 12 of Sale of Goods Act CAP 31: Stipulations as to time

(1) Unless a different intention appears from the terms of the contract,stipulations as to time of payment are not deemed to be of the essence of a contract of sale. (2) Whether any other stipulation as to time is of the essence of the contractor not depends on the terms of the contract. (3) In a co…

Section 13 of Sale of Goods Act CAP 31: When condition to be treated as warranty

(1) Where a contract of sale is subject to any condition to be fulfilled by the seller, the buyer may waive the condition, or may elect to treat the breach of condition as a breach of warranty and not as a ground for treating the contract as repudiated. (2) Whether a stipulation in a contract of sal…

Section 14 of Sale of Goods Act CAP 31: Condition and warranties implied in contracts of sale

In a contract of sale, unless the circumstances of the contract are such as to show a different intention, there is— (a) an implied condition on the part of the seller that in the case of a sale he has a right to sell the goods, and that in the case of an agreement to sell he will have a right to se…

Section 15 of Sale of Goods Act CAP 31: Conditions implied by description

Where there is a contract for the sale of goods by description, there is an implied condition that the goods shall correspond with the description; and, if the sale is by sample as well as by description, it is not sufficient that the bulk of the goods corresponds with the sample if the goods do not…

Section 16 of Sale of Goods Act CAP 31: No implied warranty as to fitness, except in certain cases

Subject to the provisions of this Act and of any Act in that behalf, there is no implied warranty or condition as to the quality or fitness for any particular purpose of goods supplied under a contract of sale, except as follows— (a) where the buyer, expressly or by implication, makes known to the s…

Section 17 of Sale of Goods Act CAP 31: Sale by sample

(1) A contract of sale is a contract for sale by sample where there is a term inthe contract, express or implied, to that effect. (2) In the case of a contract for sale by sample there is— (a) an implied condition that the bulk shall correspond with the sample in quality; (b) an implied condition th…

Section 18 of Sale of Goods Act CAP 31: Property in unascertained goods

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 19 of Sale of Goods Act CAP 31: Property in specific or ascertained goods passes when intended to pass

(1) Where there is a contract for the sale of specific or ascertained goods, the property in them is transferred to the buyer at such time as the parties to the contract intend it to be transferred. (2) For the purpose of ascertaining the intention of the parties, regard shall be had to the terms of…

Section 20 of Sale of Goods Act CAP 31: Rules for ascertaining intention as to time when property passes

Unless a different intention appears, the following rules apply for ascertaining the intention of the parties as to the time at which the property in the goods is to pass to the buyer— (a) where there is an unconditional contract for the sale of specific goods, in a deliverable state, the property i…

Section 21 of Sale of Goods Act CAP 31: Reservation by seller of right of disposal

(1) Where there is a contract for the sale of specific goods, or where goods are subsequently appropriated to the contract, the seller may, by the terms of the contract or appropriation, reserve the right of disposal of the goods until certain conditions are fulfilled; and in that case, notwithstand…

Section 22 of Sale of Goods Act CAP 31: Risk prima facie passes with property

Unless otherwise agreed, the goods remain at the seller’s risk until the property therein is transferred to the buyer, but when the property therein is transferred to the buyer the goods are at the buyer’s risk whether delivery has been made or not: Provided that— (i) where delivery has been delayed…

Section 23 of Sale of Goods Act CAP 31: Sale by person not the owner

(1) Subject to the provisions of this Act, where goods are sold by a person whois 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 to the goods than the seller had, unless the owner of the goods is by his condu…

Section 24 of Sale of Goods Act CAP 31: Sale under voidable title

When the seller of goods has a voidable title thereto, but his title has not been avoided at the time of the sale, the buyer acquires a good title to the goods, provided he buys them in good faith and without notice of the seller’s defect of title.

Section 25 of Sale of Goods Act CAP 31: Revesting of property in stolen goods on conviction of offender

(1) Where goods have been stolen and the offender is prosecuted to conviction,the property in the goods so stolen revests in the person who was the owner of the goods, or his personal representative, notwithstanding any intermediate dealing with them, whether by sale or otherwise. (2) Notwithstandin…

Section 26 of Sale of Goods Act CAP 31: Resale of goods in certain cases

(1) Where a person having sold goods continues or is in possession of the goods, or of the documents of title to the goods, the delivery or transfer by that person, or by a mercantile agent acting for him, of the goods or documents of title, under any sale, pledge or other disposition thereof, to an…

Section 27 of Sale of Goods Act CAP 31: Effect of writs of execution

(1) A writ of fieri facias or other writ of execution against goods shall bind the property in the goods of the execution debtor as from the time when the writ is delivered to the sheriff to be executed; and, for the better record of that time, the sheriff shall, without fee, upon the receipt of the…

Section 28 of Sale of Goods Act CAP 31: Duties of seller and buyer

It is the duty of the seller to deliver the goods, and of the buyer to accept and pay for them, in accordance with the terms of the contract of sale.

Section 29 of Sale of Goods Act CAP 31: Payment and delivery concurrent conditions

Unless otherwise agreed, delivery of the goods and payment of the price are concurrent conditions, that is to say, the seller must be ready and willing to give possession of the goods to the buyer in exchange for the price, and the buyer must be ready and willing to pay the price in exchange for pos…

Section 30 of Sale of Goods Act CAP 31: Rules as to delivery

(1) Whether it is for the buyer to take possession of the goods or for the seller to send them to the buyer is a question depending in each case on the contract, express or implied, between the parties; and apart from any such contract, express or implied, the place of delivery is the seller’s place…