The contract of sale is often very linear in its clauses but a good contract is diverse in expression. The Express Conditions and the Implied Conditions may help one to formulate a diverse and clear contract. Let us learn more about this topic.
Conditions and Warranties may be either express or implied. The implied conditions and warranties are those which are presumed by law to be present in the contract though they have not been put into it in expressed words. Implied conditions are dealt with in Sections 14 to 17 of the Sale of Goods Act, 1930. Unless otherwise agreed, the law incorporates into a contract of a sale of goods the following implied conditions:
Condition As To Title
In every contract of sale, the first implied condition on the part of the seller is that:
- in case of a sale, he has a right to sell the goods,
- and in the case of an agreement to sell, he will have the right to sell the goods at the time when the property is to pass. Buyer is entitled to reject the goods and to recover the price if the title turns out to be defective. [Section 14(a)].
Let us try to understand this with the help of an example. Let us say that person A bought a tractor from another person B. The person B had no title to the tractor. Person A then goes on to use the tractor for three months. Three months later, the legal owner of the tractor spots it and demands it back from A. In this, the law holds that A is bound within the law to hand over the tractor to the real owner of the tractor. A has the right to sue B, for the recovery of the purchase price.
Condition As To Description
If there is a contract of sale of goods by description, a default implied condition is that these goods must correspond with this description. The buyer is not bound to accept and pay for the goods which are not in accordance with the description of goods. [Section (15)]
Let us consider an example. Suppose a ship was contracted to be sold as “copper-fastened vessel” but actually it was only partly copper-fastened. This means that the goods did not correspond to the description and hence they can be returned or if the buyer took the goods, he could claim damages for breach.
Sale By Sample
In a contract of sale by sample, there is an implied condition that:
- the bulk shall correspond with the sample in the quality;
- the buyer shall have or shall be given a reasonable opportunity/chance of comparing the bulk with the sample, and
- the goods shall be free from any defect that may render them unmerchantable, which would not be apparent on a reasonable examination of the sample. [Section (17)]
For example, a company sells certain belts made up of a special material by sample for the Indian Army. The belts are found to be made up of plastic of cheaper quality, not discoverable by ordinary inspection. In this case, the buyer is entitled to the refund of the price plus damages.
Sale By Sample As Well As By Description
Where the goods are sold by a sample as well as by description the implied condition is that the bulk of the goods supplied must correspond both with the sample and the description. In case the goods correspond with the sample but do not tally with the description or vice versa, the buyer can repudiate the contract. [Section 15]
For example, A agrees to sell a certain oil described as refined rapeseed oil to B, warranted only equal to sample. The goods that A tenders are found to be equal to the sample but containing a mixture of hemp oil. In such a case B can reject the goods.
Condition As To Quality Or Fitness
Generally, there is no implied condition as to the quality or fitness of the goods that are sold for a particular purpose. However, the condition as to the reasonable fitness of goods for a particular purpose may be implied on the part of the seller for which the buyer wants them. Following are the conditions to be satisfied:
- If the buyer had made known to the seller the purpose of his purchase
- and the buyer relied on the seller’s skill and judgment, and
- seller’s business to supply goods of that description. [Section 16]
For example, A purchases a hot water bottle from a chemist. The bottle burst and injured A’s wife. A breach of condition as to the fitness was thus committed. Hence A is liable for a refund of the price and also the damages.
Condition As To Merchantability
This is implied only where the sale is by description and the goods should be of ‘merchantable quality’ i.e. the goods must be such as are reasonably saleable under the description by which they are known in the market. [Section 16(2)]
For example, A purchases a certain quantity of black yarn from B who is a dealer in yarn. A finds the black yarn to be damaged by the white ants. Thus the condition as to merchantability has been broken and A is entitled to reject it as unmerchantable.
Conditions As To Wholesomeness
In the case of eatables and provisions, there is another implied condition that the goods shall be wholesome, in addition to the implied condition as to merchantability.
For example, A supplies B with milk. The milk contains bacteria and B’s wife consumes the milk and is diagnosed with a disease. She later succumbs to the disease. Hence, there was a breach of condition as to the fitness of the supplies and A was liable to pay damages to B in this case.
An express condition is any stipulation, essential to the main function of the contract, which is put in the contract at the will of the two parties.
Solved Questions on Implied Conditions
Q1: List the various conditions that are implied in the contract of sale?
Answer: The following conditions are implied in a contract of sale of goods unless the circumstances of the contract show another intention:
- Condition as to title
- Sale by description
- The Sale by sample
- Sale by a sample as well as by description
- Condition as to quality or fitness
- The Condition as to Merchantability
- Condition as to wholesomeness