Liability of buyer for neglecting or refusing delivery of goods
operative
delivery, inspection and acceptance
Legal status, amendments and source protocol
Act: Sale of Goods Act, 1930; Act 3 of 1930; commencement 1 July 1930.
Source protocol: Complete central provision text is reproduced locally. Local public-domain central Act transcription reconciled to India Code structure. Official India Code and Gazette instruments prevail if any discrepancy is identified.
Full statutory text and Finin2min decode
Section 31 - Duties of seller and buyer
Local statutory-text source control: Local public-domain central Act transcription reconciled to India Code structure. Official India Code source prevails.
Current statutory text
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.
Finin2min clause-by-clause decode
Clause
Statutory requirement
Finin2min meaning
Evidence/control
Main rule
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.
Test this main limb within the commercial rights and obligations framework. Operational focus: it is the duty of the seller to deliver the goods and of the buyer to accept and.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
Finin2min implementation explanation
Section 31 is a commercial rights and obligations provision dealing with duties of seller and buyer. Identify the actor, trigger, cumulative or alternative conditions, provisos, exceptions and legal consequence before reaching a conclusion.
Implementation control: Translate the provision into an owner, trigger, approval, evidence, deadline, exception and remedy control, then test connected law and State variation.
Section-level practical application
Transaction test
Apply this provision to the event-date facts and record every satisfied, disputed or inapplicable limb.
Consequence and remedy
Identify how it changes validity, title, authority, liability, payment, rejection, recovery, registration, evidence or relief.
Section 32 - Payment and delivery are concurrent conditions
Local statutory-text source control: Local public-domain central Act transcription reconciled to India Code structure. Official India Code source prevails.
Current statutory text
Unless otherwise agreed, delivery of the goods and payment of the price are concurrent conditions, that is to say, the seller shall be ready and willing to give possession of the goods to the buyer in exchange for the price, and the buyer shall be ready and willing to pay the price in exchange for possession of the goods.
Finin2min clause-by-clause decode
Clause
Statutory requirement
Finin2min meaning
Evidence/control
Main rule
Unless otherwise agreed, delivery of the goods and payment of the price are concurrent conditions, that is to say, the seller shall be ready and willing to give possession of the goods to the buyer in exchange for the price, and the buyer shall be ready and willing to pay the price in exchange for possession of the goods.
Test this main limb within the price, payment and financial consequence framework. Operational focus: unless otherwise agreed, delivery of the goods and payment of the price are concurrent conditions, that is to.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
Finin2min implementation explanation
Section 32 is a price, payment and financial consequence provision dealing with payment and delivery are concurrent conditions. Identify the actor, trigger, cumulative or alternative conditions, provisos, exceptions and legal consequence before reaching a conclusion.
Implementation control: Reconcile base price, taxes, credits, deductions, interest, due dates and payment proof. Link every adjustment to the contract and statute.
Section-level practical application
Transaction test
Apply this provision to the event-date facts and record every satisfied, disputed or inapplicable limb.
Consequence and remedy
Identify how it changes validity, title, authority, liability, payment, rejection, recovery, registration, evidence or relief.
Section 33 - Delivery
Local statutory-text source control: Local public-domain central Act transcription reconciled to India Code structure. Official India Code source prevails.
Current statutory text
Delivery of goods sold may be made by doing anything which the parties agree shall be treated as delivery or which has the effect of putting the goods in the possession of the buyer or of any person authorised to hold them on his behalf.
Finin2min clause-by-clause decode
Clause
Statutory requirement
Finin2min meaning
Evidence/control
Main rule
Delivery of goods sold may be made by doing anything which the parties agree shall be treated as delivery or which has the effect of putting the goods in the possession of the buyer or of any person authorised to hold them on his behalf.
Test this main limb within the delivery, inspection and acceptance framework. Operational focus: delivery of goods sold may be made by doing anything which the parties agree shall be treated as.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
Finin2min implementation explanation
Section 33 is a delivery, inspection and acceptance provision dealing with delivery. Identify the actor, trigger, cumulative or alternative conditions, provisos, exceptions and legal consequence before reaching a conclusion.
Implementation control: Use dispatch, carrier, goods receipt, inspection, rejection and storage records to establish delivery, acceptance and transit risk.
Section-level practical application
Transaction test
Apply this provision to the event-date facts and record every satisfied, disputed or inapplicable limb.
Consequence and remedy
Identify how it changes validity, title, authority, liability, payment, rejection, recovery, registration, evidence or relief.
Section 34 - Effect of part delivery
Local statutory-text source control: Local public-domain central Act transcription reconciled to India Code structure. Official India Code source prevails.
Current statutory text
A delivery of part of goods, in progress of the delivery of the whole, has the same effect, for the purpose of passing the property in such goods, as a delivery of the whole; but a delivery of part of the goods, with an intention of severing it from the whole, does not operate as a delivery of the remainder.
Finin2min clause-by-clause decode
Clause
Statutory requirement
Finin2min meaning
Evidence/control
Main rule
A delivery of part of goods, in progress of the delivery of the whole, has the same effect, for the purpose of passing the property in such goods, as a delivery of the whole; but a delivery of part of the goods, with an intention of severing it from the whole, does not operate as a delivery of the remainder.
Test this main limb within the delivery, inspection and acceptance framework. Operational focus: a delivery of part of goods, in progress of the delivery of the whole, has the same effect.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
Finin2min implementation explanation
Section 34 is a delivery, inspection and acceptance provision dealing with effect of part delivery. Identify the actor, trigger, cumulative or alternative conditions, provisos, exceptions and legal consequence before reaching a conclusion.
Implementation control: Use dispatch, carrier, goods receipt, inspection, rejection and storage records to establish delivery, acceptance and transit risk.
Section-level practical application
Transaction test
Apply this provision to the event-date facts and record every satisfied, disputed or inapplicable limb.
Consequence and remedy
Identify how it changes validity, title, authority, liability, payment, rejection, recovery, registration, evidence or relief.
Section 35 - Buyer to apply for delivery
Local statutory-text source control: Local public-domain central Act transcription reconciled to India Code structure. Official India Code source prevails.
Current statutory text
Apart from any express contract, the seller of goods is not bound to deliver them until the buyer applies for delivery.
Finin2min clause-by-clause decode
Clause
Statutory requirement
Finin2min meaning
Evidence/control
Main rule
Apart from any express contract, the seller of goods is not bound to deliver them until the buyer applies for delivery.
Test this main limb within the delivery, inspection and acceptance framework. Operational focus: apart from any express contract, the seller of goods is not bound to deliver them until the buyer.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
Finin2min implementation explanation
Section 35 is a delivery, inspection and acceptance provision dealing with buyer to apply for delivery. Identify the actor, trigger, cumulative or alternative conditions, provisos, exceptions and legal consequence before reaching a conclusion.
Implementation control: Use dispatch, carrier, goods receipt, inspection, rejection and storage records to establish delivery, acceptance and transit risk.
Section-level practical application
Transaction test
Apply this provision to the event-date facts and record every satisfied, disputed or inapplicable limb.
Consequence and remedy
Identify how it changes validity, title, authority, liability, payment, rejection, recovery, registration, evidence or relief.
Section 36 - Rules as to delivery
Local statutory-text source control: Local public-domain central Act transcription reconciled to India Code structure. Official India Code source prevails.
Current statutory text
(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. Apart from any such contract, goods sold are to be delivered at the place at which they are at the time of the sale, and goods agreed to be sold are to be delivered at the place at which they are at the time of the agreement to sell or, if not then in existence, at the place at which they are manufactured or produced.
(2) Where under the contract of sale the seller is bound to send the goods to the buyer, but no time for sending them is fixed, the seller is bound to send them within a reasonable time.
(3) Where the goods at the time of sale are in the possession of a third person, there is no delivery by seller to buyer unless and until such third person acknowledges to the buyer that he holds the goods on his behalf:
Provided that nothing in this section shall affect the operation of the issue or transfer of any document of title to goods.
(4) Demand or tender of delivery may be treated as ineffectual unless made at a reasonable hour. What is a reasonable hour is a question of fact.
(5) Unless otherwise agreed, the expenses of and incidental to putting the goods into a deliverable state shall be borne by the seller.
Finin2min clause-by-clause decode
Clause
Statutory requirement
Finin2min meaning
Evidence/control
(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. Apart from any such contract, goods sold are to be delivered at the place at which they are at the time of the sale, and goods agreed to be sold are to be delivered at the place at which they are at the time of the agreement to sell or, if not then in existence, at the place at which they are manufactured or produced.
Test this (1) within the delivery, inspection and acceptance framework. Operational focus: whether it is for the buyer to take possession of the goods or for the seller to send.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
(2)
Where under the contract of sale the seller is bound to send the goods to the buyer, but no time for sending them is fixed, the seller is bound to send them within a reasonable time.
Test this (2) within the delivery, inspection and acceptance framework. Operational focus: where under the contract of sale the seller is bound to send the goods to the buyer, but.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
(3)
Where the goods at the time of sale are in the possession of a third person, there is no delivery by seller to buyer unless and until such third person acknowledges to the buyer that he holds the goods on his behalf:
Test this (3) within the delivery, inspection and acceptance framework. Operational focus: where the goods at the time of sale are in the possession of a third person, there is.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
Provided that
nothing in this section shall affect the operation of the issue or transfer of any document of title to goods.
Test this provided that within the delivery, inspection and acceptance framework. Operational focus: nothing in this section shall affect the operation of the issue or transfer of any document of title.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
(4)
Demand or tender of delivery may be treated as ineffectual unless made at a reasonable hour. What is a reasonable hour is a question of fact.
Test this (4) within the delivery, inspection and acceptance framework. Operational focus: demand or tender of delivery may be treated as ineffectual unless made at a reasonable hour. what is.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
(5)
Unless otherwise agreed, the expenses of and incidental to putting the goods into a deliverable state shall be borne by the seller.
Test this (5) within the delivery, inspection and acceptance framework. Operational focus: unless otherwise agreed, the expenses of and incidental to putting the goods into a deliverable state shall be.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
Finin2min implementation explanation
Section 36 is a delivery, inspection and acceptance provision dealing with rules as to delivery. Identify the actor, trigger, cumulative or alternative conditions, provisos, exceptions and legal consequence before reaching a conclusion.
Implementation control: Use dispatch, carrier, goods receipt, inspection, rejection and storage records to establish delivery, acceptance and transit risk.
Section-level practical application
Transaction test
Apply this provision to the event-date facts and record every satisfied, disputed or inapplicable limb.
Consequence and remedy
Identify how it changes validity, title, authority, liability, payment, rejection, recovery, registration, evidence or relief.
Section 37 - Delivery of wrong quantity
Local statutory-text source control: Local public-domain central Act transcription reconciled to India Code structure. Official India Code source prevails.
Current statutory text
(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 the buyer accepts the goods so delivered he shall 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 accept the goods included in the contract and reject the rest, or he may reject the whole. If the buyer accepts the whole of the goods so delivered, he shall pay for them at the contract rate.
(3) Where the seller delivers to the buyer the goods he contracted to sell mixed with goods of a different description not included in the contract, the buyer may accept the goods which are in accordance with the contract and reject the rest, or may reject the whole.
(4) The provisions of this section are subject to any usage of trade, special agreement or course of dealing between the parties.
Finin2min clause-by-clause decode
Clause
Statutory requirement
Finin2min meaning
Evidence/control
(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 the buyer accepts the goods so delivered he shall pay for them at the contract rate.
Test this (1) within the delivery, inspection and acceptance framework. Operational focus: where the seller delivers to the buyer a quantity of goods less than he contracted to sell, the.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
(2)
Where the seller delivers to the buyer a quantity of goods larger than he contracted to sell, the buyer may accept the goods included in the contract and reject the rest, or he may reject the whole. If the buyer accepts the whole of the goods so delivered, he shall pay for them at the contract rate.
Test this (2) within the delivery, inspection and acceptance framework. Operational focus: where the seller delivers to the buyer a quantity of goods larger than he contracted to sell, the.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
(3)
Where the seller delivers to the buyer the goods he contracted to sell mixed with goods of a different description not included in the contract, the buyer may accept the goods which are in accordance with the contract and reject the rest, or may reject the whole.
Test this (3) within the delivery, inspection and acceptance framework. Operational focus: where the seller delivers to the buyer the goods he contracted to sell mixed with goods of a.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
(4)
The provisions of this section are subject to any usage of trade, special agreement or course of dealing between the parties.
Test this (4) within the delivery, inspection and acceptance framework. Operational focus: the provisions of this section are subject to any usage of trade, special agreement or course of dealing.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
Finin2min implementation explanation
Section 37 is a delivery, inspection and acceptance provision dealing with delivery of wrong quantity. Identify the actor, trigger, cumulative or alternative conditions, provisos, exceptions and legal consequence before reaching a conclusion.
Implementation control: Use dispatch, carrier, goods receipt, inspection, rejection and storage records to establish delivery, acceptance and transit risk.
Section-level practical application
Transaction test
Apply this provision to the event-date facts and record every satisfied, disputed or inapplicable limb.
Consequence and remedy
Identify how it changes validity, title, authority, liability, payment, rejection, recovery, registration, evidence or relief.
Section 38 - Instalment deliveries
Local statutory-text source control: Local public-domain central Act transcription reconciled to India Code structure. Official India Code source prevails.
Current statutory text
(1) Unless otherwise agreed, the buyer of goods is not bound to accept delivery thereof by instalments.
(2) Where there is a contract for the sale of goods to be delivered by stated instalments which are to be separately paid for, and the seller makes no delivery or defective delivery in respect of one or more instalments, or the buyer neglects or refuses to take delivery of or pay for one or more instalments, it is a question in each case depending on the terms of the contract and the circumstances of the case whether the breach is a repudiation of the whole contract or a severable breach giving rise to a claim for compensation.
Finin2min clause-by-clause decode
Clause
Statutory requirement
Finin2min meaning
Evidence/control
(1)
Unless otherwise agreed, the buyer of goods is not bound to accept delivery thereof by instalments.
Test this (1) within the delivery, inspection and acceptance framework. Operational focus: unless otherwise agreed, the buyer of goods is not bound to accept delivery thereof by instalments.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
(2)
Where there is a contract for the sale of goods to be delivered by stated instalments which are to be separately paid for, and the seller makes no delivery or defective delivery in respect of one or more instalments, or the buyer neglects or refuses to take delivery of or pay for one or more instalments, it is a question in each case depending on the terms of the contract and the circumstances of the case whether the breach is a repudiation of the whole contract or a severable breach giving rise to a claim for compensation.
Test this (2) within the delivery, inspection and acceptance framework. Operational focus: where there is a contract for the sale of goods to be delivered by stated instalments which are.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
Finin2min implementation explanation
Section 38 is a delivery, inspection and acceptance provision dealing with instalment deliveries. Identify the actor, trigger, cumulative or alternative conditions, provisos, exceptions and legal consequence before reaching a conclusion.
Implementation control: Use dispatch, carrier, goods receipt, inspection, rejection and storage records to establish delivery, acceptance and transit risk.
Section-level practical application
Transaction test
Apply this provision to the event-date facts and record every satisfied, disputed or inapplicable limb.
Consequence and remedy
Identify how it changes validity, title, authority, liability, payment, rejection, recovery, registration, evidence or relief.
Section 39 - Delivery to carrier or wharfinger
Local statutory-text source control: Local public-domain central Act transcription reconciled to India Code structure. Official India Code source prevails.
Current statutory text
(1) Where, in pursuance of a contract of sale, the seller is authorised or required to send the goods to the buyer, delivery of the goods to a carrier, whether named by the buyer or not, for transmission to the buyer, or delivery of the goods to a wharfinger for safe custody, is prima facie deemed to be a delivery of the goods to the buyer.
(2) Unless otherwise authorised by the buyer, the seller shall make such contract with the carrier or wharfinger on behalf of the buyer as may be reasonable having regard to the nature of the goods and the other circumstances of the case. If the seller omits so to do, and the goods are lost or damaged in transit or in the custody of the wharfinger, the buyer may decline to treat the delivery to the carrier or wharfinger as a delivery to himself, or may hold the seller responsible in damages.
(3) Unless otherwise agreed, where goods are sent by the seller to the buyer by a route involving sea transit, in circumstances in which it is usual to insure, the seller shall give such notice to the buyer as may enable him to insure them during their sea transit; and if the seller fails so to do, the goods shall be deemed to be at his risk during such sea transit.
Finin2min clause-by-clause decode
Clause
Statutory requirement
Finin2min meaning
Evidence/control
(1)
Where, in pursuance of a contract of sale, the seller is authorised or required to send the goods to the buyer, delivery of the goods to a carrier, whether named by the buyer or not, for transmission to the buyer, or delivery of the goods to a wharfinger for safe custody, is prima facie deemed to be a delivery of the goods to the buyer.
Test this (1) within the delivery, inspection and acceptance framework. Operational focus: where, in pursuance of a contract of sale, the seller is authorised or required to send the goods.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
(2)
Unless otherwise authorised by the buyer, the seller shall make such contract with the carrier or wharfinger on behalf of the buyer as may be reasonable having regard to the nature of the goods and the other circumstances of the case. If the seller omits so to do, and the goods are lost or damaged in transit or in the custody of the wharfinger, the buyer may decline to treat the delivery to the carrier or wharfinger as a delivery to himself, or may hold the seller responsible in damages.
Test this (2) within the delivery, inspection and acceptance framework. Operational focus: unless otherwise authorised by the buyer, the seller shall make such contract with the carrier or wharfinger on.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
(3)
Unless otherwise agreed, where goods are sent by the seller to the buyer by a route involving sea transit, in circumstances in which it is usual to insure, the seller shall give such notice to the buyer as may enable him to insure them during their sea transit; and if the seller fails so to do, the goods shall be deemed to be at his risk during such sea transit.
Test this (3) within the delivery, inspection and acceptance framework. Operational focus: unless otherwise agreed, where goods are sent by the seller to the buyer by a route involving sea.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
Finin2min implementation explanation
Section 39 is a delivery, inspection and acceptance provision dealing with delivery to carrier or wharfinger. Identify the actor, trigger, cumulative or alternative conditions, provisos, exceptions and legal consequence before reaching a conclusion.
Implementation control: Use dispatch, carrier, goods receipt, inspection, rejection and storage records to establish delivery, acceptance and transit risk.
Section-level practical application
Transaction test
Apply this provision to the event-date facts and record every satisfied, disputed or inapplicable limb.
Consequence and remedy
Identify how it changes validity, title, authority, liability, payment, rejection, recovery, registration, evidence or relief.
Section 40 - Risk where goods are delivered at distant place
Local statutory-text source control: Local public-domain central Act transcription reconciled to India Code structure. Official India Code source prevails.
Current statutory text
Where the seller of goods agrees to deliver them at his own risk at a place other than that where they are when sold, the buyer shall nevertheless, unless otherwise agreed, take any risk of deterioration in the goods necessarily incident to the course of transit.
Finin2min clause-by-clause decode
Clause
Statutory requirement
Finin2min meaning
Evidence/control
Main rule
Where the seller of goods agrees to deliver them at his own risk at a place other than that where they are when sold, the buyer shall nevertheless, unless otherwise agreed, take any risk of deterioration in the goods necessarily incident to the course of transit.
Test this main limb within the title, property and risk framework. Operational focus: where the seller of goods agrees to deliver them at his own risk at a place other than.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
Finin2min implementation explanation
Section 40 is a title, property and risk provision dealing with risk where goods are delivered at distant place. Identify the actor, trigger, cumulative or alternative conditions, provisos, exceptions and legal consequence before reaching a conclusion.
Implementation control: Prepare a title-risk timeline covering identification, appropriation, notice, delivery, documents of title, reservation of disposal and good-faith third-party rights.
Section-level practical application
Transaction test
Apply this provision to the event-date facts and record every satisfied, disputed or inapplicable limb.
Consequence and remedy
Identify how it changes validity, title, authority, liability, payment, rejection, recovery, registration, evidence or relief.
Section 41 - Buyer’s right of examining the goods
Local statutory-text source control: Local public-domain central Act transcription reconciled to India Code structure. Official India Code source prevails.
Current statutory text
(1) Where goods are delivered to the buyer which he has not previously examined, he is not deemed to have accepted them unless and until he has had a reasonable opportunity of examining them for the purpose of ascertaining whether they are in conformity with the contract.
(2) Unless otherwise agreed, when the seller tenders delivery of goods to the buyer, he is bound, on request, to afford the buyer a reasonable opportunity of examining the goods for the purpose of ascertaining whether they are in conformity with the contract.
Finin2min clause-by-clause decode
Clause
Statutory requirement
Finin2min meaning
Evidence/control
(1)
Where goods are delivered to the buyer which he has not previously examined, he is not deemed to have accepted them unless and until he has had a reasonable opportunity of examining them for the purpose of ascertaining whether they are in conformity with the contract.
Test this (1) within the commercial rights and obligations framework. Operational focus: where goods are delivered to the buyer which he has not previously examined, he is not deemed to.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
(2)
Unless otherwise agreed, when the seller tenders delivery of goods to the buyer, he is bound, on request, to afford the buyer a reasonable opportunity of examining the goods for the purpose of ascertaining whether they are in conformity with the contract.
Test this (2) within the commercial rights and obligations framework. Operational focus: unless otherwise agreed, when the seller tenders delivery of goods to the buyer, he is bound, on request.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
Finin2min implementation explanation
Section 41 is a commercial rights and obligations provision dealing with buyer’s right of examining the goods. Identify the actor, trigger, cumulative or alternative conditions, provisos, exceptions and legal consequence before reaching a conclusion.
Implementation control: Translate the provision into an owner, trigger, approval, evidence, deadline, exception and remedy control, then test connected law and State variation.
Section-level practical application
Transaction test
Apply this provision to the event-date facts and record every satisfied, disputed or inapplicable limb.
Consequence and remedy
Identify how it changes validity, title, authority, liability, payment, rejection, recovery, registration, evidence or relief.
Section 42 - Acceptance
Local statutory-text source control: Local public-domain central Act transcription reconciled to India Code structure. Official India Code source prevails.
Current statutory text
The buyer is deemed to have accepted the goods when he intimates to the seller that he has accepted them, or when the goods have been delivered to him and he does any act in relation to them which is inconsistent with the ownership of the seller, or when, after the lapse of a reasonable time, he retains the goods without intimating to the seller that he has rejected them.
Finin2min clause-by-clause decode
Clause
Statutory requirement
Finin2min meaning
Evidence/control
Main rule
The buyer is deemed to have accepted the goods when he intimates to the seller that he has accepted them, or when the goods have been delivered to him and he does any act in relation to them which is inconsistent with the ownership of the seller, or when, after the lapse of a reasonable time, he retains the goods without intimating to the seller that he has rejected them.
Test this main limb within the formation and communication framework. Operational focus: the buyer is deemed to have accepted the goods when he intimates to the seller that he has.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
Finin2min implementation explanation
Section 42 is a formation and communication provision dealing with acceptance. Identify the actor, trigger, cumulative or alternative conditions, provisos, exceptions and legal consequence before reaching a conclusion.
Implementation control: Build a dated offer-acceptance matrix, identify authorised senders and recipients, preserve dispatch and receipt evidence, and isolate counter-offers, conditions and revocations.
Section-level practical application
Transaction test
Apply this provision to the event-date facts and record every satisfied, disputed or inapplicable limb.
Consequence and remedy
Identify how it changes validity, title, authority, liability, payment, rejection, recovery, registration, evidence or relief.
Section 43 - Buyer not bound to return rejected goods
Local statutory-text source control: Local public-domain central Act transcription reconciled to India Code structure. Official India Code source prevails.
Current statutory text
Unless otherwise agreed, where goods are delivered to the buyer and he refuses to accept 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 refuses to accept them.
Finin2min clause-by-clause decode
Clause
Statutory requirement
Finin2min meaning
Evidence/control
Main rule
Unless otherwise agreed, where goods are delivered to the buyer and he refuses to accept 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 refuses to accept them.
Test this main limb within the delivery, inspection and acceptance framework. Operational focus: unless otherwise agreed, where goods are delivered to the buyer and he refuses to accept them, having the.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
Finin2min implementation explanation
Section 43 is a delivery, inspection and acceptance provision dealing with buyer not bound to return rejected goods. Identify the actor, trigger, cumulative or alternative conditions, provisos, exceptions and legal consequence before reaching a conclusion.
Implementation control: Use dispatch, carrier, goods receipt, inspection, rejection and storage records to establish delivery, acceptance and transit risk.
Section-level practical application
Transaction test
Apply this provision to the event-date facts and record every satisfied, disputed or inapplicable limb.
Consequence and remedy
Identify how it changes validity, title, authority, liability, payment, rejection, recovery, registration, evidence or relief.
Section 44 - Liability of buyer for neglecting or refusing delivery of goods
Local statutory-text source control: Local public-domain central Act transcription reconciled to India Code structure. Official India Code source prevails.
Current statutory text
When the seller is ready and willing to deliver the goods and requests the buyer to take delivery, and the buyer does not within a reasonable time after such request take delivery of the goods, he is liable to the seller for any loss occasioned by his neglect or refusal to take delivery and also for a reasonable charge for the care and custody of the goods:
Provided that nothing in this section shall affect the rights of the seller where the neglect or refusal of the buyer to take delivery amounts to a repudiation of the contract.
Finin2min clause-by-clause decode
Clause
Statutory requirement
Finin2min meaning
Evidence/control
Main rule
When the seller is ready and willing to deliver the goods and requests the buyer to take delivery, and the buyer does not within a reasonable time after such request take delivery of the goods, he is liable to the seller for any loss occasioned by his neglect or refusal to take delivery and also for a reasonable charge for the care and custody of the goods:
Test this main limb within the delivery, inspection and acceptance framework. Operational focus: when the seller is ready and willing to deliver the goods and requests the buyer to take delivery.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
Provided that
nothing in this section shall affect the rights of the seller where the neglect or refusal of the buyer to take delivery amounts to a repudiation of the contract.
Test this provided that within the delivery, inspection and acceptance framework. Operational focus: nothing in this section shall affect the rights of the seller where the neglect or refusal of the.
Contract/deed, authority, chronology, notices, performance and payment records tied to this limb.
Finin2min implementation explanation
Section 44 is a delivery, inspection and acceptance provision dealing with liability of buyer for neglecting or refusing delivery of goods. Identify the actor, trigger, cumulative or alternative conditions, provisos, exceptions and legal consequence before reaching a conclusion.
Implementation control: Use dispatch, carrier, goods receipt, inspection, rejection and storage records to establish delivery, acceptance and transit risk.
Section-level practical application
Transaction test
Apply this provision to the event-date facts and record every satisfied, disputed or inapplicable limb.
Consequence and remedy
Identify how it changes validity, title, authority, liability, payment, rejection, recovery, registration, evidence or relief.
Practical examples and calculations
Chapter scenario
A live transaction raises issues concerning performance, delivery, acceptance and rejection. Freeze the event date, map each statutory condition, preserve authority and performance evidence, quantify exposure and choose remedy only after limitation and forum review.
Calculation
Method
Evidence
Price / consideration
Reconcile base amount, GST/tax, credits, retention, deductions and payment terms.
Contract, invoice, ledger, tax documents and bank proof.
Loss / compensation
Separate direct loss, consequential loss, avoided cost, mitigation, restitution, interest and stipulated sum.
Loss model, market evidence and mitigation log.
Partner settlement
Reconcile capital, current accounts, loans, drawings, profit share, assets, liabilities and goodwill.
Deed, ledgers, bank records and valuation.
Limitation
Record accrual, breach/refusal, notice, acknowledgment, exclusion and filing date.
Chronology and limitation memorandum.
Practical transaction application
Identify the transaction, relationship, parties and event date.
Map every provision to the contract/deed and actual conduct.
Record conditions satisfied, disputed, waived, excused or prevented.
Reconcile authority, delivery/performance, acceptance, payment and notices.
Quantify exposure and choose cure, termination, recovery, settlement or litigation strategy.
Authority, consent and execution controls
Authority
Correct legal entities and counterparties.
Board, partner, power-of-attorney or delegated authority.
Ordinary-course and implied-authority limits.
Third-party knowledge of restrictions.
Consent
Offer, acceptance and agreed version.
Capacity, free consent and disclosures.
Conditions precedent and approvals.
No unauthorised post-execution alteration.
Execution
Complete schedules and annexures.
Witnessing, attestation and e-sign audit trail.
Counterparts, date and place.
Original and certified-copy custody.
Stamp duty and registration alerts
Stamp duty is State/UT-specific. Classify the true instrument, place of execution or receipt, consideration and property. Registration is a separate enquiry. Insufficient stamping may require impounding; non-registration may affect property and third-party enforceability.
Instrument
Alert
Commercial agreement
Do not default to a generic article if the substance is indemnity, guarantee, security, transfer, lease or another specifically charged instrument.
Partnership deed/reconstitution
Check capital contribution, immovable property, retirement/dissolution and Registrar filing separately.
Sale of movable goods
Coordinate contract, invoice, GST/e-invoice, transport and sectoral records.
Property-related relief
Check compulsory registration, title, court fee and decree-registration effects.
Evidence and document-retention checklist
Core file
Purchase order and accepted terms
Specification, description and sample
Title and document-of-title record
Dispatch, carrier and delivery proof
Inspection, rejection and acceptance record
Invoice, GST and payment evidence
Lien or stoppage notice
Resale and loss working
Electronic evidence
Native email/message and metadata.
Version history and e-sign certificate.
System logs and acknowledgements.
Legal hold and defensible export.
Retention
Executed originals and amendments.
Authority and entity records.
Tax, payment and accounting records.
Claims and litigation records through final disposal.
Forms, registers and operational records
Record/form
Control
No universal statutory form
Commercial documents and sectoral/GST forms govern the operational record.
Goods receipt and inspection record
Capture quantity, quality, defects, sample comparison and acceptance/rejection date.
Unpaid-seller action file
Record possession, transit status, buyer insolvency, lien/stoppage notice and resale steps.
Performance, delivery and payment controls
Stage
Control
Proof
Obligation matrix
List each reciprocal obligation, owner, due date, dependency and consequence.
Signed matrix tied to contract sections.
Delivery/performance
Record dispatch, carrier, title/risk point, milestones, inspection and acceptance/rejection.
Delivery documents, certificates and correspondence.
Payment
Reconcile invoice, tax, credit, retention, set-off, due date and bank receipt.
Invoice, e-invoice, ledger and bank proof.
Change/cure
Use authorised variation and cure procedures; avoid informal waiver.
Change order, approval and cure closure.
Breach, loss, mitigation and remedy framework
Identify the exact obligation and legally material breach.
Confirm causation, remoteness, foreseeability and proof of loss.
Record mitigation, avoided cost and substitute performance.
Test damages, price, restitution, lien, stoppage, accounts, dissolution, specific performance, injunction, rescission, rectification, cancellation or declaration.
Check remedy election, double recovery, caps/exclusions and public policy.
Limitation and forum controls
Control
Analysis
Accrual
Classify cause of action and record breach, refusal, knowledge, demand and continuing-obligation dates.
Limitation
Apply the correct article; test acknowledgment, part-payment, exclusion and disability.
Jurisdiction
Check territorial/pecuniary rules, Commercial Courts threshold, exclusive forum and special court.
Interim relief
Assess preservation, injunction, receiver, security and evidence protection.
Appeal/enforcement
Map decree/award challenge, execution, interest and cross-border enforcement.
Arbitration and mediation interface
Validate agreement, signatories, scope, seat, rules and appointment mechanism.
Separate substantive rights from forum selection and identify non-arbitrable issues.
Check interim measures, consolidation, joinder and multi-contract issues.
Preserve limitation during negotiation or mediation.
Record settlement authority, confidentiality, tax, stamp and enforceability.
Company, partnership, GST and tax overlays
Overlay
Questions
Companies Act
Authority, objects, approvals, related-party, loan/guarantee/security and disclosure requirements.
Partnership/LLP
Deed/LLP authority, current constitution and public records.
Withholding, partner remuneration/interest, capital/revenue, bad debt, settlement and transfer consequences.
IBC/FEMA/consumer
Moratorium and avoidance, cross-border payment/governing law, consumer and e-commerce protection.
Binding and foundational judicial principles
Authority
Principle
Verification
State of Madras v. Gannon Dunkerley & Co.
A sale traditionally requires an agreement, transfer of property in goods and price; composite transactions require statutory overlay analysis.
Verify official judgment and later treatment.
J.P. Coats Ltd. v. National Sewing Thread Co.
Description, conformity and commercial identity are assessed from the contract and transaction context.
Verify official judgment and later treatment.
Commissioner of Sales Tax v. Purshottam Premji
The substance of transfer and property in goods matters when classifying a transaction as sale.
Verify official judgment and later treatment.
Central and State/UT variation alerts
GST, consumer, e-commerce, legal metrology, transport and State trade overlays may affect implementation.
Use the State/UT variation register in the data folder for the live source checklist.
Chapter-specific decision flowchart
Finin2min Q&A
What decision does SOG-C04 help a business make?
It determines how performance, delivery, acceptance and rejection should be classified, documented, performed and enforced under sections 31-44 of the Sale of Goods Act, 1930.
Which provision should be read first in SOG-C04?
Begin with section 31 (Duties of seller and buyer) and then read the connected definitions, exceptions and remedy provisions in sequence.
What is the principal implementation risk in SOG-C04?
Applying a commercial label without proving the statutory conditions for performance, delivery, acceptance and rejection, or acting without authority, notice, performance and payment evidence.
Which execution checks are specific to SOG-C04?
Confirm the correct entities, signatory authority, consent, complete annexures, stamp and registration treatment, digital audit trail and approvals relevant to performance, delivery, acceptance and rejection.
How should evidence be indexed for SOG-C04?
Link every section in the chapter with the contract or deed, authority, chronology, notices, performance, delivery, payment, loss and remedy evidence supporting it.
What calculation should be retained for SOG-C04?
Retain the relevant price, tax, interest, partner-account, loss, mitigation, restitution or relief working with sources and assumptions, not only the final number.
How does limitation affect SOG-C04?
Classify the precise cause of action associated with performance, delivery, acceptance and rejection, record accrual, refusal, notice, acknowledgment and exclusion dates, and apply the correct Limitation Act article.
Can arbitration resolve every dispute arising under SOG-C04?
Arbitration may govern the forum, but it does not validate illegality, remove mandatory rules or make a non-arbitrable subject arbitrable. Check scope, seat and interim relief.
Which tax and entity overlays should be checked for SOG-C04?
Check Companies Act authority and related-party controls, partnership constitution, GST supply and invoice consequences, withholding, accounting and insolvency effects.
What is the final professional sign-off for SOG-C04?
Confirm the current statutory source, section conclusions, State variation, authority, calculation, limitation, remedy, forum and complete evidence trail.
Why is section 44 important to SOG-C04?
Section 44 (Liability of buyer for neglecting or refusing delivery of goods) completes the chapter control and must be tested independently.
Official Gazette and applicable State/UT Gazette, Registrar and court portals.
Review date: 2026-07-18.
Source and review trail
Use the current official instrument, portal or regulator publication before acting. This panel separates the category authority from page-specific references.
