Contract of sale of goods is a contract, whereby, the seller transfers or agrees

to transfer the property in goods to the buyer for a price.

Essentials: Goods, Price, Two parties, Transfer of ownership, All Essentials of a
Valid Contract of Sale, Includes both a ‘sale‘ and ‘an agreement to sell‘.
Transfer of Property. Sale: In sale of contract, goods are immediately
transferred to the buyer.
Agreement to Sell: In this case, goods sold are to be transferred at a certain date
in future.
Existence of Goods. Sale: This contract takes place over the existing specific
goods.
Agreement to Sell: The goods may exist or may the contract have been made
over contingent goods.
Burden to Bear Loss. Sale: In sale contract, if the goods are destroyed, then the
buyer who has paid the price will bear the loss.
Agreement to Sell: The seller will bear the loss in case if the goods are
deteriorated.
Breach by Seller. Sale: In case the breach of sale contract is observed by seller,
the buyer can sue him for damages as well as can follow the goods in the hands
of third person.
Agreement to Sell: In this case, if the breach is observed by the seller, buyer can
only sue him for damages but not receive the goods as it was still seller’s
property.
Insolvency of Seller. Sale: If the seller becomes solvent, the buyer is entitled to
recover the goods for which he has paid.
Agreement to Sell: In this case, the buyer who has paid but has not attained the
possession of goods yet may claim for the paid money back.
Insolvency of Buyer. Sale: If buyer becomes insolvent without having paid for
goods, the seller can claim for recovery of price.Agreement to Sell: Here, the
seller can refuse to deliver the goods to the buyer.
Definition of Condition: Certain terms, obligations, and provisions are imposed
by the buyer and seller while entering into a contract of sale, which needs to be
satisfied, which are commonly known as Conditions. The conditions are
indispensable to the objective of the contract. There are two types of conditions,
in a contract of sale which are: Expressed Condition: The conditions which are
clearly defined and agreed upon by the parties while entering into the contract.
Implied Condition: The conditions which are not expressly provided, but as per
law, some conditions are supposed to be present at the time making the
contract. Definition of Warranty: A warranty is a guarantee given by the seller
to the buyer about the quality, fitness and performance of the product. It is an
assurance provided by the manufacturer to the customer that the said facts
about the goods are true and at its best. Many times, if the warranty was given,
proves false, and the product does not function as described by the seller then
remedies as a return or exchange are also available to the buyer i.e. as stated in
the contract.
A warranty can be for the lifetime or a limited period. It may be either expressed,
i.e., which is specifically defined or implied, which is not explicitly provided but
arises according to the nature of sale like Warranty related to undisturbed
possession of the buyer. The warranty that the goods are free of any charge.
Disclosure of harmful nature of goods. Warranty as to quality and fitness.
Rights of unpaid seller: 1] Suit for Price, 2] Suit for Damages for Non-
Acceptance. 3] Repudiation of Contract before Due Date. 4] Suit for Interest.
Duties of unpaid seller: Duty to inform the buyer in case of dis honour of cheque
or other negotiable instrument, Duty to deliver back the goods after the
payment has been made after the exercise of right to stoppage in transit. In
general it is the duty of the seller to deliver the goods and the buyer to accept
them which may be altered by changing the terms and conditions of the contract
But in case of an unpaid seller, he has the right to stop the goods in transit and
the right to lien if there is any default in the payment by the buyer, Duty to give
notice to the carrier or Bailee in possession of the goods, or to his principal for
stoppage in transit, Duty to maintain the goods in a deliverable state, Duty to
give notice to the buyer of his intentions to re-sell. Also, his right to withhold the
property expires as and when the payment is made, Duty to bear the expenses
of redelivery when exercising his right to stoppage in transit, Duty not to
exercise his right to stoppage in transit and lien in contradiction to the rights of
transferee, Duty to satisfy the amount secured by pledge to the pledgee out of
any other securities of the buyer, Duty to exercise his right to lien only when he
is in the possession of them.