2(1)A thing is deemed to be done “in good faith” within the meaning of this Act when it is in fact done honestly, whether it is done negligently or not.

2(2)A person is deemed to be insolvent within the meaning of this Act who either has ceased to pay his or her debts in the ordinary course of business, or cannot pay his or her debts as they become due, whether the person has committed an act of bankruptcy or not.

2(3)Goods are in a “deliverable state” within the meaning of this Act when they are in such a state that the buyer would under the contract be bound to take delivery of them.

3(1)The rules of the common law, including the law merchant, except in so far as they are inconsistent with the express provisions of this Act, and in particular the rules relating to the law of principal and agent and the effect of fraud, misrepresentation, duress or coercion, mistake, or other invalidating cause, continue to apply to contracts for the sale of goods.

3(2)Nothing in this Act affects any enactment relating to personal property security or any enactment relating to the sale of goods that is not expressly repealed by this Act.

3(3)The provisions of this Act relating to contracts of sale do not apply to any transaction in the form of a contract of sale to the extent that the transaction is intended to operate as an agreement that creates or provides for an interest in goods to secure payment or performance of an obligation.

8(1)In this section, “necessaries” means goods suitable to the condition in life of the minor or other person, and to his or her actual requirements at the time of the sale and delivery.

8(2)Capacity to buy and sell is regulated by the general law concerning capacity to contract, and to transfer and acquire property, but when necessaries are sold and delivered to a minor, or to a person who by reason of mental incapacity or drunkenness is incompetent to contract, he or she shall pay a reasonable price for them.

9(1)Subject to the provisions of this Act and of any statute on the subject, a contract of sale may be made in writing, either with or without seal, or orally, or partly in writing and partly orally, or may be implied from the conduct of the parties.

9(2)Nothing in this section affects the law relating to corporations.

13(1)If 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.

13(2)If 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 avoided as a result.

14(1)The price in a contract of sale may be fixed by the contract, or may be left to be fixed in a manner agreed by the contract, or may be determined by the course of dealing between the parties.

14(2)If the price is not determined in accordance with the previous provisions, the buyer shall pay a reasonable price, and what is a reasonable price is a question of fact dependent on the circumstances of each particular case.

15(1)If there is an agreement to sell goods on the terms that the price is to be fixed by the valuation of a third party, and the third party cannot or does not make the valuation, the agreement is avoided; but if the goods or any part of them have been delivered to and appropriated by the buyer, the buyer shall pay a reasonable price for them.

15(2)If the third party is prevented from making the valuation by the fault of the seller or buyer, the party not at fault may maintain an action for damages against the party at fault.

16(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.

16(2)Whether any other stipulation as to time is of the essence of the contract or not depends on the terms of the contract.

16(3)In a contract of sale, “month” means, in the absence of evidence to the contrary, calendar month.

17(1)If a contract of sale is subject to a condition to be fulfilled by the seller, the buyer may waive the condition or may elect to treat the breach of the condition as a breach of warranty, and not as a ground for treating the contract as repudiated.

17(2)Whether a stipulation in a contract of sale is a condition, the breach of which may give rise to a right to treat the contract as repudiated, or a warranty, the breach of which may give rise to a claim for damages but not to a right to reject the goods and treat the contract as repudiated, depends in each case on the construction of the contract.

17(3)A stipulation may be a condition, though called a warranty in the contract.

17(4)If a contract of sale is not severable, and the buyer has accepted the goods, or part of them, or if the contract is for specific goods the property in which has passed to the buyer, the breach of a condition to be fulfilled by the seller can only be treated as a breach of warranty, and not as a ground for rejecting the goods and treating the contract as repudiated, unless there is a term of the contract, express or implied, to that effect.

17(5)Nothing in this section affects the case of a condition or warranty the fulfilment of which is excused by law by reason of impossibility or otherwise.

21(1)A contract of sale is a contract for sale by sample if there is a term in the contract, express or implied, to that effect.

21(2)In the case of a contract for sale by sample,

23(1)If there is a contract for the sale of specific or ascertained goods, the property in them is transferred to the buyer at the time that the parties to the contract intend it to be transferred.

23(2)For the purpose of ascertaining the intention of the parties, regard shall be had to the terms of the contract, the conduct of the parties and the circumstances of the case.

25(1)If there is a contract for the sale of specific goods or if 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, despite the delivery of the goods to the buyer, or to a carrier or other bailee or custodian for the purpose of transmission to the buyer, the property in the goods does not pass to the buyer until the conditions imposed by the seller are fulfilled.

25(2)If goods are shipped, and by the bill of lading the goods are deliverable to the order of the seller or the seller’s agent, the seller is, in the absence of evidence to the contrary, deemed to reserve the right of disposal.

27(1)Unless otherwise agreed, the goods remain at the seller’s risk until the property in them is transferred to the buyer, but when the property in them is transferred to the buyer the goods are at the buyer’s risk whether delivery has been made or not, except that if delivery has been delayed through the fault of either buyer or seller the goods are at the risk of the party at fault as regards any loss that might not have occurred but for that fault.

27(2)Nothing in this section affects the duties or liabilities of either the seller or buyer as a bailee or custodian of the goods of the other party.

31(1)In this section, “mercantile agent” has the same meaning as in the Factors and Agents Act.

31(2)When 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 that person, of the goods or documents of title under any sale, pledge, or other disposition of them to any person receiving them in good faith and without notice of the previous sale, has the same effect as if the person making the delivery or transfer were expressly authorized by the owner of the goods to make it.

31(3)When a person having bought or agreed to buy goods obtains, with the consent of the seller, possession of the goods or the documents of title to the goods, the delivery or transfer by that person, or by a mercantile agent acting for that person, of the goods or documents of title under any sale, pledge, or other disposition of them to any person receiving them in good faith and without notice of any lien or other right of the original seller in respect of the goods, has the same effect as if the person making the delivery or transfer were a mercantile agent in possession of the goods or documents of title with the consent of the owner.

31(4)Subsection (2) does not apply to a sale, pledge or other disposition of goods or documents of title to goods by a person who continues or is in possession of the goods under a sale of goods without a change of possession within the meaning of the Personal Property Security Act.

31(5)Subsection (3) does not apply to a sale, pledge or other disposition of goods or documents of title to goods by a person who obtains possession of the goods under a security agreement entered into with the seller under which the seller has a security interest in the goods within the meaning of the Personal Property Security Act.

37(1)If the goods at the time of sale are in the possession of a third person, there is no delivery by the seller to the buyer unless and until the third person acknowledges to the buyer that the third person holds the goods on the buyer’s behalf.

37(2)Nothing in this section or sections 34, 35, 36, 38 or 39 affects the operation of the issue or transfer of any document of title to goods.

40(1)If the seller delivers to the buyer a quantity of goods less than the seller contracted to sell, the buyer may reject them, but if the buyer accepts the goods so delivered the buyer shall pay for them at the contract rate.

40(2)If the seller delivers to the buyer a quantity of goods larger than the seller contracted to sell, the buyer may accept the goods included in the contract and reject the rest, or the buyer may reject the whole, but if the buyer accepts the whole of the goods so delivered the buyer shall pay for them at the contract rate.

40(3)If the seller delivers to the buyer the goods the seller contracted to sell mixed with goods of a different description not included in the contract, the buyer may accept the goods that are in accordance with the contract and reject the rest, or the buyer may reject the whole.

40(4)The provisions of this section are subject to any usage of trade, special agreement, or course of dealing between the parties.

41(1)Unless otherwise agreed, the buyer of goods is not bound to accept delivery of them by instalments.

41(2)If there is a contract for the sale of goods to be delivered by stated instalments that are to be separately paid for, and the seller makes defective deliveries 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 of contract is a repudiation of the whole contract or whether it is a severable breach giving rise to a claim for compensation, but not to a right to treat the whole contract as repudiated.

46(1)When goods are delivered to the buyer, that the buyer has not previously examined, the buyer is not deemed to have accepted them unless and until the buyer has had a reasonable opportunity to examine them for the purpose of ascertaining whether they are in conformity with the contract.

46(2)Unless otherwise agreed, when the seller tenders delivery of goods to the buyer, the seller 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.

49(1)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 the request take delivery of the goods, the buyer is liable to the seller for any loss occasioned by the buyer’s neglect or refusal to take delivery, and also for a reasonable charge for the care and custody of the goods.

49(2)Nothing in this section affects the rights of the seller when the neglect or refusal of the buyer to take delivery amounts to a repudiation of the contract.

54(1)Subject to the provisions of this Act, the unpaid seller of goods who is in possession of them is entitled to retain possession of them until payment or tender of the price in the following cases:

54(2)The seller may exercise the seller’s right of lien even though the seller is in possession of the goods as agent or bailee or custodian for the buyer.

56(1)The unpaid seller of goods loses the lien or right of retention on them

56(2)The unpaid seller of goods, having a lien or right of retention on them, does not lose the lien or right of retention by reason only that the seller has obtained judgment for the price of the goods.

58(1)Goods are deemed to be in course of transit from the time when they are delivered to a carrier by land or water, or other bailee or custodian, for the purpose of transmission to the buyer, until the buyer, or the buyer’s agent, takes delivery of them from that carrier or other bailee or custodian.

58(2)If the buyer or the buyer’s agent obtains delivery of the goods before their arrival at the appointed destination, the transit is at an end.

58(3)If, after the arrival of the goods at the appointed destination, the carrier or other bailee or custodian acknowledges to the buyer, or the buyer’s agent, that the carrier or other bailee or custodian holds the goods on the buyer’s behalf and continues in possession of them as bailee or custodian for the buyer, or the buyer’s agent, the transit is at an end, and it is immaterial that a further destination for the goods may have been indicated by the buyer.

58(4)If the goods are rejected by the buyer, and the carrier or other bailee or custodian continues in possession of them, the transit is not deemed to be at an end, even if the seller has refused to receive them back.

58(5)When goods are delivered to a ship chartered by the buyer it is a question depending on the circumstances of the particular case whether they are in the possession of the master as a carrier, or as agent to the buyer.

58(6)If the carrier or other bailee or custodian wrongfully refuses to deliver the goods to the buyer, or the buyer’s agent, the transit is deemed to be at an end.

58(7)If part delivery of the goods has been made to the buyer, or the buyer’s agent, the remainder of the goods may be stopped in transit, unless the part delivery has been made under circumstances that show an agreement to give up possession of the whole of the goods.

61(1)Subject to the provisions of this Act, the unpaid seller’s right of lien or retention or stoppage in transit is not affected by any sale, or other disposition of the goods that the buyer may have made, unless the seller assented to it.

61(2)If a document of title to goods has been lawfully transferred to any person as buyer or owner of the goods, and that person transfers the document to a person who takes the document in good faith and for valuable consideration, then, if the latter transfer was by way of sale, the unpaid seller’s right of lien or retention or stoppage in transit is defeated, and if the latter transfer was by way of pledge or other disposition for value, the unpaid seller’s right of lien or retention or stoppage in transit can only be exercised subject to the rights of the transferee.

62(1)Subject to the provisions of this section, a contract of sale is not rescinded by the mere exercise by an unpaid seller of the right of lien or retention or stoppage in transit.

62(2)When an unpaid seller who has exercised the right of lien or retention or stoppage in transit resells the goods, the buyer acquires a good title to them as against the original buyer.

62(3)If the goods are of a perishable nature, or if the unpaid seller gives notice to the buyer of the seller’s intention to resell, and the buyer does not within a reasonable time pay or tender the price, the unpaid seller may resell the goods and recover from the original buyer damages for any loss occasioned by the buyer’s breach of contract.

62(4)If the seller expressly reserves a right of resale in case the buyer should make default and, on the buyer making default, resells the goods, the original contract of sale is as a result of that rescinded, but without prejudice to any claim the seller may have for damages.

63(1)If, under a contract of sale, the property in the goods has passed to the buyer, and the buyer wrongfully neglects or refuses to pay for the goods according to the terms of the contract, the seller may maintain an action against the buyer for the price of the goods.

63(2)If, under a contract of sale, the price is payable on a day certain irrespective of delivery, and the buyer wrongfully neglects or refuses to pay the price, the seller may maintain an action for the price, although the property in the goods has not passed, and the goods have not been appropriated to the contract.

64(1)If the buyer wrongfully neglects or refuses to accept and pay for the goods, the seller may maintain an action against the buyer for damages for non-acceptance.

64(2)The measure of damages is the estimated loss directly and naturally resulting, in the ordinary course of events, from the buyer’s breach of contract.

64(3)If there is an available market for the goods in question the measure of damages is, in the absence of evidence to the contrary, to be ascertained by the difference between the contract price and the market or current price at the time or times when the goods ought to have been accepted, or, if no time was fixed for acceptance, then at the time of the refusal to accept.

65(1)If the seller wrongfully neglects or refuses to deliver the goods to the buyer, the buyer may maintain an action against the seller for damages for non-delivery.

65(2)The measure of damages is the estimated loss directly and naturally resulting, in the ordinary course of events, from the seller’s breach of contract.

65(3)If there is an available market for the goods in question the measure of damages is, in the absence of evidence to the contrary, to be ascertained by the difference between the contract price and the market or current price of the goods at the time or times when they ought to have been delivered, or, if no time was fixed, then at the time of the refusal to deliver.

66(1)In any action for breach of contract to deliver specific or ascertained goods, the court may, if it thinks fit, on the application of the plaintiff, by its judgment direct that the contract shall be performed specifically without giving the defendant the option of retaining the goods in payment of damages.

66(2)The judgment may be unconditional, or on such terms and conditions as to damages, payment of the price, and otherwise, as the court considers just, and the application by the plaintiff may be made at any time before judgment.

68(1)The measure of damages for breach of warranty is the estimated loss directly and naturally resulting, in the ordinary course of events, from the breach of warranty.

68(2)In the case of breach of warranty of quality the loss is, in the absence of evidence to the contrary, the difference between the value of the goods at the time of delivery to the buyer and the value they would have had if they had answered to the warranty.