EXPRESS AND IMPLIED TERMS EXAM NOTES
Sale of Goods Act 1979 (B2B)
S.11(3) SOGA - conditions and warranties
S.27 SOGA - “seller must deliver and buyer must accept and pay”
If there is a faulty delivery, the buyer has the option to
accept the goods
Reject the goods, or claim damages
Affirm any breach
S.28 SOGA - Payment and delivery
S.29 (1) SOGA - the type of delivery is up to the parties
S.29 (3)(5) SOGA - delivery time - if not fied by contract - reasonable
time (3) and reasonable hour (5)
Remedies for late delivery - B2B
• if time of delivery is fied and is a condition, buyer can terminate
• Damages - losses arising in ordinary course of events - Hadley v Bax-
endale principles:
1. Those which may fairly and reasonably be considered arising nat-
urally from the breach of contract or
2. Such damages as may reasonably be supposed to have been in
the contemplation of both the parties at the time the contract was made.
If any special circumstances eiists which were actually communi-
cated to the Defendant, the Claimant may recover any damages
which would ordinarily follow from a breach of contract under
the special circumstances communicated.
S.10 (2) - Stipulations about time
if a seller includes a term saying that delivery is not of the essence they
have to be very careful in relation to eicluding liability regarding delivery
bc in a b2b contract such eiclusion may be considered unreasonable and
therefore unenforceable under the terms of the unfair contract terms act
S.30 SOGA - How much to deliver - quantity is NOT a condition
1
Sale of Goods Act 1979 (B2B)
S.11(3) SOGA - conditions and warranties
S.27 SOGA - “seller must deliver and buyer must accept and pay”
If there is a faulty delivery, the buyer has the option to
accept the goods
Reject the goods, or claim damages
Affirm any breach
S.28 SOGA - Payment and delivery
S.29 (1) SOGA - the type of delivery is up to the parties
S.29 (3)(5) SOGA - delivery time - if not fied by contract - reasonable
time (3) and reasonable hour (5)
Remedies for late delivery - B2B
• if time of delivery is fied and is a condition, buyer can terminate
• Damages - losses arising in ordinary course of events - Hadley v Bax-
endale principles:
1. Those which may fairly and reasonably be considered arising nat-
urally from the breach of contract or
2. Such damages as may reasonably be supposed to have been in
the contemplation of both the parties at the time the contract was made.
If any special circumstances eiists which were actually communi-
cated to the Defendant, the Claimant may recover any damages
which would ordinarily follow from a breach of contract under
the special circumstances communicated.
S.10 (2) - Stipulations about time
if a seller includes a term saying that delivery is not of the essence they
have to be very careful in relation to eicluding liability regarding delivery
bc in a b2b contract such eiclusion may be considered unreasonable and
therefore unenforceable under the terms of the unfair contract terms act
S.30 SOGA - How much to deliver - quantity is NOT a condition
1
