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Buyer's Duty in Sale of Goods Act

Updated: May 6

Buyer's Duty in Sale of Goods
Buyer's Duty in Sale of Goods


According to Section 31 of the Sale of Goods Act, the buyer's obligations are twofold: first, to accept the goods, and second, to pay for them in accordance with the contract.

Duty to Accept Goods

When goods are tendered properly, it becomes the buyer's obligation to accept them. However, if the goods fail to meet the contract specifications, the buyer is not obliged to accept them (Sections 15 and 37).

In the event of the buyer's right to reject the goods, they need not return them; a mere notification to the seller of the refusal suffices, unless otherwise agreed (Section 43).

Failure to take delivery within a reasonable time after the seller's request can render the buyer liable for any resulting losses and may incur charges for the care of the goods (Section 44).

Conversely, if the seller delays delivery and the buyer accepts the goods despite the delay, the seller bears responsibility for any losses incurred.


Right of Examination

Unless stipulated otherwise, the seller must permit the buyer to inspect the goods to ensure compliance with the contract terms (Section 41(2)).

It's crucial to note that mere receipt of goods does not constitute acceptance; actual acceptance occurs only after the buyer has had a reasonable opportunity to examine them (Section 41(1)). Any action inconsistent with the seller's ownership prior to the delivery of goods does not amount to acceptance.


Acceptance of goods by the buyer results in the forfeiture of their right to reject them, with their only recourse being a claim for damages. Acceptance transpires when the buyer intimates acceptance to the seller, performs an act inconsistent with the seller's ownership, or retains the goods without rejection for an unreasonable period (Section 42).

Mere receipt does not suffice for acceptance; both delivery and a reasonable examination opportunity are necessary. Even in the absence of a reasonable examination opportunity, the buyer may still be deemed to have accepted the goods if they perform an act inconsistent with the seller's ownership.

This principle is exemplified in cases such as Hardy & Co. v Hillerns & Fowler (1923) 2 KB 490.

Payment Duty

The buyer is obligated to pay the price as per the contract terms. Failure to do so grants the seller the right to pursue legal action for the price and may trigger additional rights against the goods, such as lien or stoppage in transit.

In case of payment delay, the seller may choose to treat the contract as terminated or seek damages, depending on whether the payment timing constitutes a condition or a warranty.


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