Introduction

The Sale of Goods Act, 1930 governs contracts for the sale of goods between two parties: the ‘seller’ and the ‘buyer.’ Under this Act, the seller is obligated to transfer or agree to transfer ownership of the goods to the buyer in exchange for a price. Both parties must fulfill their obligations as outlined in the contract. For the seller, this means delivering the goods, while the buyer must accept and pay for them as per the contract terms, as specified in Section 31 of the Sale of Goods Act, 1930. Sections 31 to 40 of the Act lay out the rules governing the sale of goods and the seller's duty to deliver them.

Key Sections of the Sale of Goods Act, 1930

Section 31: Duties of seller and buyer
Section 32: Payment and delivery are concurrent conditions
Section 33: Delivery
Section 34: Effect of part delivery
Section 35: Buyer to apply for delivery
Section 36: Rules as to delivery
Section 37: Delivery of wrong quantity
Section 38: Instalment delivery
Section 39: Delivery to carrier or wharfinger
Section 40: Risk where goods are delivered at a distant place

Seller’s Duty to Deliver the Goods

Under Section 31, it is the seller's duty to deliver the goods as per the contract. According to Section 2(2), delivery means the voluntary transfer of possession of goods from one person to another. Delivery can be actual, symbolic, or constructive.

Actual Delivery: When the goods are physically handed over to the buyer by the seller, this constitutes actual delivery. The goods don't necessarily need to be delivered immediately; control over them can be transferred even if the physical handover occurs later.
Symbolic Delivery: Here, no actual transfer of goods takes place, but something symbolic, such as the key to a warehouse, is handed over, giving the transferee control over the goods.
Constructive Delivery: This occurs when neither actual nor symbolic delivery is made, but an action is performed that both parties agree constitutes delivery. This could involve the seller holding the goods as an agent for the buyer, or goods being in the possession of a third party who holds them on behalf of the buyer with the consent of both the buyer and seller.

Rules Regarding Delivery

Delivery According to Contract: As per Section 31, the seller must deliver the goods as specified in the contract, including adhering to any agreed-upon time, place, and manner of delivery.
Time of Delivery: If the contract does not specify otherwise, Section 32 states that delivery of the goods and payment of the price are concurrent conditions, meaning the seller must be ready to deliver the goods when the buyer is ready to pay.
Buyer’s Duty to Apply for Delivery: Section 35 obligates the buyer to apply for the delivery of goods before expecting the seller to deliver them. This application must be made properly and is required for both ready and future goods.
Place of Delivery: The place of delivery is determined by the contract. If not specified, the place of delivery for goods sold is where they are at the time of sale. For future goods, it's where they are manufactured or produced.
Expenses of Delivery: Under Section 36(5), unless otherwise agreed, the seller bears the incidental expenses of making the goods deliverable. If the buyer incurs these expenses, they can later recover them from the seller.
Effect of Part Delivery: Section 34 deals with part delivery. If part of the goods is delivered as part of an ongoing delivery process, it can be treated as delivery of the whole. However, if part delivery is made to separate that part from the whole, it does not constitute delivery of the remainder.

Case References

CTI Group Inc. v. Transclear SA: It was held that a seller could not be blamed for a supplier's default unless the supplier was legally obligated to supply the goods.
Vishnu Sugar Mills Ltd. v. Food Corporation of India: It was ruled that in the absence of an agreement on the time of delivery, payment and delivery should be concurrent as per Section 32 of the Act.
Food Corporation of India v. Arosan Enterprises Ltd.: The court upheld that if delivery is delayed and time is of the essence, the buyer can reject the goods. If time is not the essence, the buyer is entitled only to compensation.

Conclusion

The Sale of Goods Act, 1930 outlines the duties of both sellers and buyers in a contract of sale, ensuring that each party fulfills their obligations. The Act provides clear rules on how delivery should be made and how expenses and risks are to be managed. By adhering to these guidelines, both parties can ensure a smooth and legally compliant transaction.

Delivery of Goods in Wrong Quantity or Different Description

Delivery of Less Quantity

The seller is obligated to deliver goods according to the terms of the contract. This includes ensuring that the goods are of the agreed quality, in the specified quantity, and match the description provided. Section 37 of the Sale of Goods Act, 1930, addresses situations where the performance does not meet these contractual terms:

Delivery of Less Quantity: If the seller delivers less than the contracted quantity, the buyer has the right to either reject the goods or accept them. However, the buyer’s right to reject is subject to the principle of de minimis non curat lex (the law does not concern itself with trifles), meaning minor deficiencies in the quantity may not justify rejection.

Case Reference: In Barium Chemicals Ltd. v. Andhra Pradesh Mining Corporation Ltd., where there was a shortage of only 522 kg in a 16,000 kg rice contract, the court applied the de minimis rule, and the buyer could not refuse delivery.

Delivery of Larger Quantity

Delivery of Larger Quantity: If the seller delivers more than the contracted quantity, the buyer can choose to accept the contracted quantity and reject the excess, reject the entire delivery, or accept all the goods. This situation is also governed by the de minimis rule, which means trivial excesses may not warrant rejection of the goods.

Delivery of Different Description

Delivery of Different Description: If the goods delivered do not match the description in the contract, the buyer can either accept or reject them.

Case Reference: In Moore & Co. v. Landauer & Co., a contract required 3,000 tins of canned fruit packed in cases of 30 tins each. When about half of the tins were packed in cases of 24 tins each, the court ruled that the buyer was entitled to reject the entire consignment.

Instalment Deliveries

Under Section 38(1), the seller is generally expected to deliver goods in one lot, and the buyer is not obligated to accept delivery in instalments unless agreed upon by both parties. If delivery in instalments is agreed upon, Section 38(2) requires examining the contract terms and circumstances to determine whether a breach affects the whole contract or just a part.

Case Reference: In Moti Lal v. The Netha Cooperative Spinning Mills Ltd., the buyer rejected the second instalment of cotton bales due to poor quality and repudiated the entire contract. The court upheld the buyer’s decision and denied the seller any damages, as no further instalments were tendered within the contract period.

Delivery to Carrier or Wharfinger

According to Section 39(1), if the seller delivers goods to a carrier or wharfinger without reserving the right of disposal, this is considered delivery to the buyer, and the buyer assumes the risk of loss. However, this presumption can be rebutted if the seller reserves the right of disposal by taking the document of title in their name or in the name of a third party.

Section 39(2) requires the seller to make a reasonable contract with the carrier or wharfinger on behalf of the buyer, considering the nature of the goods and other relevant circumstances. If the seller fails to do so and the goods are lost or damaged in transit, the buyer may either reject the delivery or hold the seller responsible for damages.

Case Reference: In Young v. Hobson, sellers dispatched electric engines by rail but sent them at the owner's risk instead of the railway's risk. The engines were damaged en route, and the court ruled that the sellers' contract of carriage was unreasonable, entitling the buyers to reject the engines.

Risk Where Goods are Delivered at a Distant Place

Section 40 states that even if the seller is liable for loss or damage during transit, they are not responsible for deterioration that is inevitable during the course of transit. For perishable goods, the seller must ensure that they are not only in merchantable condition when dispatched but also remain so during transit and for a reasonable time afterward.

Case References: In Bull v. Robinson, hoop iron sent from Staffordshire to Liverpool rusted during transit, and the seller was not held liable for this deterioration. In Beer v. Walker, rabbits sent from London were fit when dispatched but became unfit for consumption by the time they reached Brighton. The buyer was entitled to reject them.