Sales of Goods Act- Conditions and Warranties-Implied Condition

Introduction

You order tailor made expensive suit for you marriage on 16th January. You specifically ask the retailer to deliver the suit on 15th January. Instead on 15th, retailer delivered the suit on 20th. What will you do with this suit ? Will you burn it ? Will You return it ? Will you use it as floor cleaner ? Or more importantly, will you pay for this suit ?

From above example it's very easy to understand what does "Condition" mean and what does "Warranty" mean.

"Condition" in the context of sales of goods act mean, some stipulations which are utmost necessary for the main purpose of the contract, the breach of which give rise to void the contract, repudiate the contract. In above example, delivery of suit was extremely essential as it has to be for particular purpose. On breach of this what would be use of suit ?


Warranties on other hand related stipulations which are not essential to the purpose of contract. But they are collateral. Say in above example, Suit was delivered on 15th, but there was small mistake by tailor. For such small mistakes you can utmost cut some money to be paid to tailor but you cannot refuse delivery.

These conditions and warranties are either expressed or implied. Meaning even if they are not mention in contract, you can infer them from the context.

Ok, Question. Why we even need to study this ?

How will you decide when you have a right to repudiate or void the contract ? When you will have right to file for damages ? In these cases, determining whether any condition is breached, or warranties are breached comes handy.

Section 55-Stipulation as to time

When time is very important in contract, then such contract can be repudiated by the buyer if obligations are not fulfilled. Say for example, if competitive exam is scheduled on 30th of January, and book retailer orders book related to it before 15th January so that he can sell such books. If books arrives on 1st Feb, it won't be of any use. In such contract where time is of the essence of the contract, it can be repudiated if it cannot be fulfilled within time.

Implied Condition

Conditions and warranties can be expressed in a contract. However, Sales of Goods act provides some of the implied conditions which come into picture when these conditions are not inconsistent with anything mentioned in contract.

Condition as to title

Can you sell neighbour's car ? Of course not. When sales take place, it is implied the person who is selling the goods will have title, ownership over such goods. If seller don't have a title such contract can be voided.

There are two situation. First, in case of Contract of Sale, it is necessary for seller to have a title. Second, in case of agreement to sell, it is assumed that person will have a time at the time of actual sell.

Not only title, but if you are selling some goods under trade mark, it should be truly of that brand. For example,  you sell some shoes with "Nike" label though you know they are not real "Nike" shoes. If custom authority seize such goods and ask buyer to remove "Nike" label, then buyer can get entire amount back from seller.  Such breach would amount to breach of condition (Of course 420 too). Similar thing happened in case of Confectioners Material Co V Niblett.

Condition as to sell by description

Lord Backburn:

If you contract to sell peas, you cannot oblige a party to take beans. If the description of the article tendered is different in any respect, it is not the article bargained for, and the other party is not bound to take it

It is very simple. If you want to buy peas and express that to seller, and still sellers sells you peanuts, saying spelling is somewhat similar, you are not bound to take such description. Meaning, description of the goods which is subject matter of contract must be matched to what is delivered.

For example, if someone on quikr says that he want to sale brand new i-phone for 10000 Rs, now on relying that description that it's brand new, you make a contract (Say), later you find out that it's i-phone 2, 6 year old, then such contract can be repudiated. Because description is essential to contract in this case and hence you are not bound to take delivery of such outdated, ancients, meaningless, and useless phone.

Condition in sale by Sample as well as description

Now assume, you are furniture retailer. You go to manufacturer, you want to order some sofas. You see sample sofa. You say to manufacturer, that you want to sofas like this which are sturdy, strong will not break even if you jump on it. You order such 100 sofas. Manufacturer delivers sofas which are similar to look and feel of the sample sofa you have seen , but they are not sturdy, strong. Or in simple words, goods delivered in bulk doesn't match with the description you asked for. In such cases too, it will be termed as breach of implied condition as to sample as well as description. If bulk delivered doesn't match with sample, then too it will be breach of condition.

Condition in sale by Sample (Section 17)

If you want to buy tiles for your home, you will not examine the each and every tiles. You will see sample in such cases. Reason is to give you some rough or approximate idea about the product you are going to buy.

Is such scenarios bulk delivered should match with the sample shown. If it's different then it would be breach of condition i.e essence of the contract.

There are 3 different ways when such condition arises as discussed in section 3

1. Bulk should be similar to sample in quality.
2. Buyer should have reasonable opportunity to comparing the bulk with sample shown
3. Goods should be marchantable and free from any defect.

These are some of the other implied condition. We will discuss that in another article of caveat emptor and it's exception.

Legalfundaa