Chapter 5 : Sale of Goods
5.3
TERMS OF CONTRACT
5.3.1 Conditions and Warranties
The Sale of Goods Act (SOGA) implies a number of terms into contracts as either conditions or warranties. The distinction between conditions and warranties under the law of contract is preserved by the sale of goods legislation. Whether a stipulation is a condition or warranty depends in each case on the construction of the contract. According to Section 12(4) SOGA 1957, the stipulation may be condition, though called a warranty in the contract.
Conditions Section 12(2), Sale of Goods Act 1957 (SOGA 1957): A condition is ‘a stipulation essential to the main purpose of the contract’
A breach of condition entitles the innocent party to repudiate the contract and to claim for damages. However, in the following circumstances under Section 12(2) SOGA 1957, the innocent party cannot repudiate the contract: o Where the buyer waives the condition; o Where the buyer elects to treat the breach of condition as a breach of warranty and claim damages only; o Where the contract of sale is not severable and the buyer has accepted the goods or part thereof, the breach of any condition must be accepted as a breach of warranty unless otherwise provided in the contract; and o Where the contract is for specific goods and the property in which has passed to the buyer, the breach of any condition must be accepted as a breach of warranty unless otherwise provided in the contract.
Warranties Section 12(3), Sale of Goods Act 1957 (SOGA 1957): A warranty is ‘a stipulation collateral to the main purpose of the contract’
A breach of warranty give rise to the innocent party to claim for damages but not a right to reject the goods and treat the contract as repudiated.
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