This document discusses the essential elements of a contract for the sale of goods under Indian law. It defines key terms like buyer, seller, and goods. It then lists and explains the essential elements for a valid contract of sale: 1) the goods must be movable, 2) there must be monetary consideration, 3) there must be two parties (buyer and seller), 4) there must be offer and acceptance, 5) the price must be determined, 6) the contract must be formed through offer and acceptance, 7) the contract can be written, oral, or implied, and 8) the terms must include essential conditions and non-essential warranties. The document also discusses rules regarding delivery of goods, including ways, timing,

1. 1.1. Buyer, seller & Goods and the essential elements of a contract of a sale
of goods.
Buyer:"Buyer means a person who buys or agrees to buy goods. Sec 2(1)
Seller: Seller means a person who sells or agrees to sell goods.
Goods: The term goods means every kind of moveable property other than
actionable claims and money; and includes stock and shares, growing crops,
grass and things attached to or forming part of the land which are agreed to be
served before sale or under the contract of sale.
1.2. Discuss the essential elements of a contract of a sale of goods.
1. Movable Goods: The Sale of Goods Act deals only with movable goods,
excepting actionable claims and money. This Act does not apply to immovable
properties.
2. Movable Goods for Money: There must be a contract for the exchange of
movable goods for money. Therefore in a sale there must be money
consideration
3. Two Parties: Since a contract of sale involves a change of ownership, it
follows that the buyer and the seller must be different persons.
4. Offer and acceptance: A contract of sale is made by an offer to buy or sell
goods for a price and the acceptance of such offer.
5. Promise for payment: The price in a contract of sale may be fixed by the
contract or may be left to be fixed in manner thereby agreed or may be
determined by the course of dealing between the parties.
6. Formation of the contract of sale: A contract of sale is made by an offer to
buy or sell goods for a price and the acceptance of such offer.
7. Method of forming the contract: Subject to the provision of any law for the
time being in force, a contract of sale may be in writing, or by word of mouth,
or may be implied from the conduct of the parties.
8. The terms of contract: The parties may agree upon any term concerning the
time, place, and mode of delivery. The terms may be of two types: essential and
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2. non-essential. Essential terms are called Conditions, non-essential terms are
called Warranties.
9. Other essential elements: A contract for the sale of goods must satisfy all
the essential elements necessary for the formation of a valid contract. There
must be free consent, there must be consideration, the object must be lawful etc.
1.3. Delivery: Mode of Delivery: Rules regarding delivery.
Delivery: Delivery is transfer of possession from seller to the buyer. It is the
duty of seller to deliver the goods in accordance with the terms and conditions
of the contract. In a contract of sale delivery of goods is an essential element.
According to sec. 2(2), “Delivery means a voluntary transfer of possession from
one person to another.”
1.4. Mode of Delivery:
(a) Actual delivery: Actual delivery means physical transfer of goods by the
seller to the buyer. The delivery may be made by the agent of the seller to the
agent of the buyer.
(b) Symbolic delivery: If goods are not physically handed over to the buyer but
means of obtaining possession of goods is delivered. Where the goods are
bulky, it is usual for the seller to give symbolic delivery.
(c) Constructive delivery: When there is a change in the legal character
without any visible change in actual and visible custody. It is called constructive
delivery. In place of actual or symbolic delivery, the goods may be delivered
without any change in their actual or visible custody.
For example, where the goods at the time of sale are in possession of a third
person and such third person acknowledges to the buyer that he holds the goods
on his (buyer's) behalf; the delivery is called constructive delivery.
1.5. Discuss the Rules regarding delivery.
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3. Following are the important rules regarding the delivery of goods.
1. Delivery Ways: When goods are sold then delivery can be made by
symbolic, actual or constructive way. It depends upon the parties that
which way they adopt.
2. Time of Delivery: The seller should deliver the goods on a specified
date. If the time is not fixed then delivery should be within a reasonable
time.
3. Payment and Delivery: Both the actions should be at the same time.
The buyer should make the payment and seller should deliver the goods in
exchange of payment at the same time, just like the cash sale on the
customer of a super stores.
4. Place of Delivery: A delivery of goods should be at a specified place
mentioned in the contract.
5. Delivery Expenses: The expenses of putting the goods into deliverable
state must be borne by the seller, otherwise as the parties agree.
6. Delivery to Carrier: When seller is required to send the goods to the
buyer, the delivery to carrier is considered delivery to the buyer.
7. Defective Delivery: A buyer can reject or accept the defective and
wrong delivery. In case of rejection buyer is not bound to return it to the
seller.
8. Good in the Custody of Third Party: If the seller’s goods are in the
custody of the third party, the delivery is not possible until the third party
agrees to hand over the sold goods to the buyer on behalf of the seller.
9. Delivery in Installments: The buyer is not bound to receive the goods
in installments but if the buyer and seller are agreed then the delivery of
goods may be made in installments.
10. Buyer Should Apply for Delivery: It is the duty of the buyer that he
should apply for the delivery of goods. The seller is not bound to supply
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4. the goods without the demand of the buyer. If seller fails to supply the
goods on demand then he will be held responsible.
11. Partial Delivery Effect: If some portion of the goods has been made
with the intention of delivering the rest of goods then the ownership of the
whole goods is deemed to pass to the buyer as some portion is delivered.
12. Refusal of Buyers Liability: When seller is ready to sell the goods.
While buyer is not ready to accept the delivery, then buyer will be liable to
the seller for the loss arising due to his refusal.
13. Delivery by whom and to whom: It is the duty of the seller to deliver
the goods and of the buyer to accept and pay for the goods delivered.
14. Mode of delivery: The delivery may be actual, symbolic or
constructive. The parties may agree to any mode of delivery expressly or
impliedly.
17. Liability of buyer: The buyer is liable to the seller for any loss
occasioned by his neglect or refusal to take delivery, and also for a
reasonable charge for the care and custody of the goods.
18. Examining the goods: The buyer has the right to examine the goods
for the purpose of ascertaining whether they are in conformity with the
contract.
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