Sale of Goods Act
- Assented to on 24 July 1967
- Commenced on 28 July 1967
- [This is the version of this document at 31 December 2014.]
- [Note: This version of the Act was revised and consolidated in the Fifth Revised Edition of the Laws of Malawi (L.R.O. 1/2018), by the Solicitor General and Secretary for Justice under the authority of the Revision of the Laws Act.]
Part I – Preliminary
1. Short titleThis Act may be cited as the Sale of Goods Act.
Part II – Formation of the contract
Contract of sale
3. Sale and agreement to sell
4. Capacity to buy and sell
Formalities of the contract
5. Contract of sale, how madeSubject to this Act and any written law in that behalf, a contract of sale may be made in writing (either with or without seal) or by word of mouth, or partly in writing and partly by word of mouth, or may be implied from the conduct of the parties:Provided that nothing in this section shall affect the law relating to corporations.
6. Contract of sale for ten pounds or more to be in writing
Subject matter of contract
7. Existing or future goods
8. Sale of perished goodsWhere there is a contract for the sale of specific goods, and the goods without the knowledge of the seller have perished at the time when the contract is made, the contract shall be void.
9. Goods perished after agreement to sellWhere there is an agreement to sell specific goods, and subsequently the goods, without any fault on the part of the seller or buyer, perish before the risk passes to the buyer, the agreement shall be thereby avoided.
10. Ascertainment of price
11. Agreement to sell at valuation
Conditions and warranties
12. Stipulations as to time
13. When condition to be treated as warranty
14. Condition and warranties implied in contracts of saleIn a contract of sale, unless the circumstances of the contract are such as to show a different intention, there shall be—
15. Conditions implied by descriptionWhere there is a contract for the sale of goods by description, there is an implied condition that the goods shall correspond with the description; and, if the sale is by sample as well as by description, it is not sufficient that the bulk of the goods corresponds with the sample if the goods do not also correspond with the description.
16. No implied warranty as to fitness, except in certain casesSubject to this Act and any written law in that behalf, there shall be no implied warranty or condition as to the quality or fitness for any particular purpose of goods supplied under a contract of sale, except as follows—
Sale by sample
17. Sale by sample
Part III – Effects of the contract
Transfer of property as between seller and buyer
18. Property in unascertained goodsWhere there is a contract for the sale of unascertained goods, no property in the goods shall be transferred to the buyer unless and until the goods are ascertained.
19. Property in specific or ascertained goods passes when intended to pass
20. Rules for ascertaining intention as to time when property passesUnless a different intention appears, the following rules shall apply for ascertaining the intention of the parties as to the time at which the property in the goods is to pass to the buyer—
21. Reservation by seller of right of disposal
22. Risk prima facie passes with propertyUnless otherwise agreed, the goods shall remain at the seller’s risk until the property therein is transferred to the buyer, but when the property therein is transferred to the buyer the goods shall be at the buyer’s risk whether delivery has been made or not:Provided that—
Transfer of title
23. Sale by person not the owner
24. Sale under voidable titleWhen the seller of goods has a voidable title thereto, but his title has not been avoided at the time of the sale, the buyer shall acquire a good title to the goods, provided he buys them in good faith and without notice of the seller’s defect of title.
25. Revesting of property in stolen goods on conviction of offender
26. Resale of goods in certain cases
27. Effect of writs of execution
Part IV – Performance of the contract
28. Duties of seller and buyerIt shall be the duty of the seller to deliver the goods and of the buyer to accept and pay for them, in accordance with the terms of the contract of sale.
29. Payment and delivery concurrent conditionsUnless otherwise agreed, delivery of the goods and payment of the price shall be concurrent conditions, that is to say, the seller must be ready and willing to give possession of the goods to the buyer in exchange for the price, and the buyer must be ready and willing to pay the price in exchange for possession of the goods.
30. Rules as to delivery
31. Delivery of wrong quantity or descriptionWhere the seller delivers to the buyer a quantity of goods less than he contracted to sell, the buyer may reject them, but if the buyer accepts the goods so delivered he must pay for them at the contract rate.
32. Delivery by instalments
33. Delivery to carrier as buyer’s agent
34. Risk where goods delivered elsewhere than at place of saleWhere the seller of goods agrees to deliver them at his own risk at a place other than that where they are when sold, the buyer must nevertheless, unless otherwise agreed, take any risk of deterioration in the goods necessarily incident to the course of transit.
35. Buyer’s right of examining the goods
36. AcceptanceThe buyer shall be deemed to have accepted the goods when he intimates to the seller that he has accepted them or when the goods have been delivered to him, and he does any act in relation to them which is inconsistent with the ownership of the seller, or when, after the lapse of a reasonable time, he retains the goods without intimating to the seller that he has rejected them.
37. Buyer is not bound to return rejected goodsUnless otherwise agreed, where goods are delivered to the buyer, and he refuses to accept them, having the right so to do, he shall not be bound to return them to the seller, but it shall be sufficient if he intimates to the seller that he refuses to accept them.
38. Liability of buyer for neglecting or refusing delivery of goodsWhen the seller is ready and willing to deliver the goods, and requests the buyer to take delivery, and the buyer does not within a reasonable time after such request take delivery of the goods, he shall be 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:Provided that nothing in this section shall affect the rights of the seller where the neglect or refusal of the buyer to take delivery amounts to a repudiation of the contract.
Part V – Rights of unpaid seller against the goods
39. Unpaid seller defined
40. Rights of unpaid seller
Unpaid seller's lien
41. Seller’s lien
42. Lien after part deliveryWhere an unpaid seller has made part delivery of the goods, he may exercise his right of lien or retention on the remainder unless such part delivery has been made under such circumstances as to show an agreement to waive the lien or right of retention.
43. Termination of lien
Stoppage in transitu
44. Right of stoppage in transituSubject to this Act, when the buyer of goods becomes insolvent, the unpaid seller who has parted with the possession of the goods shall have the right of stopping them in transitu, that is to say, he may resume possession of the goods as long as they are in course of transit, and may retain them until payment or tender of the price.
45. Duration of transit
46. Mode of stoppage in transitu
Resale by buyer or seller
47. Effect of subsale or pledge by buyerSubject to this Act, the unpaid seller’s right of lien or retention or stoppage in transitu shall not be affected by any sale or other disposition of the goods which the buyer may have made, unless the seller has assented thereto:Provided that where a document, of title to goods, has been lawfully transferred to any person as buyer or owner of the goods, and that person transfers the document to a person who takes the document in good faith and for valuable consideration, then, if such last-mentioned transfer was by way of sale the unpaid seller's right of lien or retention or stoppage in transitu shall be defeated, and, if such last-mentioned transfer was by way of pledge or other disposition for value, the unpaid seller's right of lienor retention or stoppage in transitu shall only be exercised subject to the rights of the transferee.
48. Effect on sale of exercise of lien or stoppage in transitu
Part VI – Actions for breach of contract
Remedies of the seller
49. Action for price
50. Action for non-acceptance
Remedies of the buyer
51. Action for non-delivery
52. Right to specific performance
53. Remedy for breach of warranty
54. Interest and special damagesNothing in this Act shall affect the right of the buyer or the seller to recover interest or special damages in any case where by law interest or special damages may be recoverable, or to recover money paid where the consideration for the payment of it has failed.
Part VII – Supplementary
55. Variation, etc., of implied rightsWhere my right duty or liability would arise under a contract of sale by implication of law tt may be negatived or vaned by express agreement or by the course of dealing between the parties, or by usage, if the usage be such as to bind both parties to the contract.
56. Reasonable timeWhere, by this Act, any reference is made to a reasonable time, the question what is reasonable time shall be a question of fact.
57. Rights, etc., enforceable by actionWhere any right, duty or liability is declared by this Act, it may, unless otherwise by this Act provided, be enforced by action.
58. Auction sales
History of this document
28 July 1967
24 July 1967