Seller is a person who sells or agrees to sell goods to another under a contract of sale, as defined in the Sale of Goods Act, 1930. The seller transfers or agrees to transfer the ownership of goods to the buyer for a price. The seller’s main duties include delivering goods, ensuring they conform to the contract, and bearing risks until ownership passes to the buyer.
Buyer is a person who buys or agrees to buy goods from a seller under a contract of sale. The buyer’s primary duty is to accept delivery and pay the agreed price for the goods. The buyer gains ownership and possession once the property in goods passes. The buyer also has rights regarding quality, fitness, and timely delivery and can claim damages if the seller breaches the contract.
Duties of the Seller:
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Duty to Deliver the Goods
The seller’s primary duty is to deliver the goods as per the contract terms. This includes delivering the exact quantity and type of goods agreed upon. Delivery must be made at the stipulated time and place. If no time is fixed, delivery must be within a reasonable time. The seller must also put the goods in a deliverable state and be ready and willing to deliver them to the buyer to enable the buyer to take possession.
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Duty to Pass a Good Title
The seller has a fundamental duty to guarantee that they have the right to sell the goods. This is the implied condition as to title under Section 14 of the Act. The seller must ensure that the buyer will receive a valid and undisputed ownership of the goods, free from any charge or encumbrance unknown to the buyer. If the seller’s title is defective, the buyer can reject the goods and recover the full price paid, even if the seller acted in good faith.
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Duty to Ensure Goods Conform to Description and Sample
In a sale by description, the goods must correspond exactly with the description. In a sale by sample, the bulk of the goods must match the quality of the sample and be free from any latent (hidden) defect rendering them unmerchantable. The seller also has a duty to provide the buyer a reasonable opportunity to compare the bulk with the sample. This duty ensures the buyer receives what was contractually promised, not a different or inferior product.
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Duty as to Quality and Fitness (Implied Warranties)
The seller has a duty to ensure the goods are of merchantable quality and are reasonably fit for the particular purpose for which the buyer is purchasing them, provided the buyer makes that purpose known and relies on the seller’s skill and judgment. For sales in the course of business, there is an implied condition that the goods are of satisfactory quality. These duties protect the buyer from latent defects and ensure the product’s usability.
Duties of the Buyer:
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Duty to Accept the Goods and Pay the Price
The buyer’s fundamental duty is to accept the goods delivered in accordance with the contract and pay the price for them. This duty is concurrent with the seller’s duty to deliver. If the goods are delivered as per the agreement, the buyer is legally bound to accept them. Refusal to accept conforming goods constitutes a breach of contract. The buyer must also pay the price as stipulated in the contract or at the time and place determined by the agreement.
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Duty to Apply for Delivery
Unless otherwise agreed, it is the duty of the buyer to apply for the delivery of the goods. The seller is not obligated to seek out the buyer to make a delivery unless specific terms state so. The buyer must be ready to take delivery at the specified time and place. A failure to apply for and take delivery can make the buyer liable for any resulting losses to the seller, as well as charges for care and custody of the goods.
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Duty to Examine the Goods (Caveat Emptor)
The buyer has a duty to examine the goods within a reasonable time after delivery, especially in a sale by sample, to ascertain if they conform to the contract. This duty is a remnant of the doctrine of Caveat Emptor (Let the buyer beware). If the buyer fails to examine the goods and subsequently discovers a defect that a reasonable examination would have revealed, they may lose their right to reject the goods, though they may still claim damages.
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Duty to Bear Risk of Deterioration and Return Charges
In the case of a wrongful refusal by the buyer to accept or pay for conforming goods, the buyer is liable to the seller for any loss occasioned by such refusal. Furthermore, if the buyer rightfully rejects the goods, they have no further liability for the price but must take reasonable care of the goods until the seller collects them. However, unless agreed, the buyer is not bound to return rejected goods; it is the seller’s duty to collect them.