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Difference between revisions of "Contracts for Sale of Goods (11:III)"
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Contracts for Sale of Goods (11:III) (view source)
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The vital part of the ''SGA'' for the consumer is ss. 16 – 19, which may add statutory conditions and warranties to a contract for the sale of goods, subject to the possibility of exclusion (see [[{{PAGENAME}}#2. Exemption from Implied Contractual Terms | Section III.C.2: Exemption from Implied Contractual Terms]]). | The vital part of the ''SGA'' for the consumer is ss. 16 – 19, which may add statutory conditions and warranties to a contract for the sale of goods, subject to the possibility of exclusion (see [[{{PAGENAME}}#2. Exemption from Implied Contractual Terms | Section III.C.2: Exemption from Implied Contractual Terms]]). | ||
a)Implied Condition of Title: s 16(a) | ==== a) Implied Condition of Title: s 16(a) ==== | ||
Section 16(a) provides that, subject to contrary intentions, there is an implied condition that the seller has the right to sell the goods. In an agreement to sell goods at a later date, there is an implied condition that the seller will have the right to sell the goods at the date the buyer takes possession. | |||
==== b) Implied Warranty of Quiet Possession: ss 16(b) and (c) ==== | |||
Sections 16(b) and (c) provide implied warranties that in the future the buyer will enjoy undisturbed possession of the goods, free from any liens or other encumbrances in favour of third parties that are unknown to the buyer at the time the contract is made. If a secured creditor subsequently makes claims against the buyer, the buyer can sue the seller for damages resulting from breach of this implied warranty. The quantum of damages would likely be the amount of the liens outstanding so that the buyer could pay them off. | |||
==== c) Implied Condition of Compliance with the Description: s 17 ==== | |||
Under s. 17, when goods are sold by description, there is an implied condition that they correspond to the description. | |||
Most sales will be sales by description. The notable exception is where a buyer makes it clear that he or she is buying a particular item on the basis of its qualities known, independent of any representations by the seller. Generally, where a buyer purchases a product because of a vendor’s representations about its features (which may have been offered either gratuitously or in response to the buyer’s questions), this will be a sale by description, with the vendor’s representations forming part of the description. Catalogue purchases and purchases of products sealed in containers by the manufacturer are also sales by description. | |||
'''NOTE:''' Specific (as opposed to unascertained) goods are goods that, at the time the contract is made, are agreed to be the only goods whose transfer will satisfy the contract. For example, in a sale of a new chair, if the parties agree that a specific chair is to be the subject matter of the contract, the sale has been of specific goods. So, if the seller attempts to deliver a different chair, which is identical in every way, except that it is not the actual chair agreed upon, the seller has breached the contract. Unascertained goods are goods that are agreed to be the subject matter of the contract at a point in time after the contract is made. For example, in the sale of a new chair, if the parties agree only on a specific type of chair, but do not specifically single out any individual chair, the sale has been of unascertained goods. | |||
Although s 17 cannot be excluded in retail sales of new goods, it may be excluded in private or commercial sales, subject to the ''contra proferentum'' rule. The ''contra proferentum'' rule states that a contract, if ambiguous, is construed as against the party who wrote it. Where a standard form contract is used, it is construed as against the party who offered it. | |||
A sale by description may also raise s 18(b) issues (see Section III.C.1.e: Implied Condition of Merchantable Quality). | |||
==== d) Implied Condition of Fitness for Buyer’s Purpose: s 18(a) ==== | |||
Under s 18(a), if: | |||
