Sale of Goods (Amendment) Bill

Bill No. 33/1996

Read the first time on 28th October 1996.

An Act to amend the Sale of Goods Act (Chapter 393 of the 1994 Revised Edition).

Be it enacted by the President with the advice and consent of the Parliament of Singapore, as follows:

Short title, commencement and application

1.—(1) This Act may be cited as the Sale of Goods (Amendment) Act 1996 and shall come into operation on such date as the Minister may, by notification in the Gazette, appoint.

(2) This Act shall have effect in relation to contracts of sale of goods made on or after (but not to those made before) the commencement of this Act.

Amendment of section 11

2. Section 11(3) of the Sale of Goods Act (referred to in this Act as the principal Act) is amended by deleting the word “Where” in the first line and substituting the words “Subject to section 35A, where”.

Amendment of section 14

3. Section 14 of the principal Act is amended —

(a)

by deleting subsection (2) and substituting the following subsections:

“(2) Where the seller sells goods in the course of a business, there is an implied condition that the goods supplied under the contract are of satisfactory quality.

(2A) For the purposes of this Act, goods are of satisfactory quality if they meet the standard that a reasonable person would regard as satisfactory, taking account of any description of the goods, the price (if relevant) and all the other relevant circumstances.

(2B) For the purposes of this Act, the quality of goods includes their state and condition and the following (among others) are in appropriate cases aspects of the quality of goods:

(a)	fitness for all the purposes for which goods of the kind in question are commonly supplied;
(b)	appearance and finish;
(c)	freedom from minor defects;
(d)	safety; and
(e)	durability.

(2C) The condition implied by subsection (2) does not extend to any matter making the quality of goods unsatisfactory —

(a)	which is specifically drawn to the buyer’s attention before the contract is made;
(b)	where the buyer examines the goods before the contract is made, which that examination ought to reveal; or
(c)	in the case of a contract for sale by sample, which would have been apparent on a reasonable examination of the sample.”; and

(b)

by deleting subsection (6).

Amendment of section 15

4. Section 15 of the principal Act is amended —

(a)	by deleting paragraph (b) of subsection (2);
(b)	by deleting the words “rendering them unmerchantable,” in subsection (2)(c) and substituting the words “making their quality unsatisfactory,”; and
(c)	by deleting subsection (3).

New section 15A

5. The principal Act is amended by inserting, immediately after section 15, the following heading and section:

“Miscellaneous

Modification of remedies for breach of condition in non-consumer cases

15A.—(1) Where in the case of a contract of sale —

(a)	the buyer would, apart from this subsection, have the right to reject goods by reason of a breach on the part of the seller of a condition implied by section 13, 14 or 15; but
(b)	the breach is so slight that it would be unreasonable for the buyer to reject them,

then, if the buyer does not deal as consumer, the breach is not to be treated as a breach of condition but may be treated as a breach of warranty.

(2) This section applies unless a contrary intention appears in, or is to be implied from, the contract.

(3) It is for the seller to show that a breach fell within subsection (1)(b).”.

Amendment of section 16

6. Section 16 of the principal Act is amended by deleting the word “Where” and substituting the words “Subject to section 20A, where”.

Amendment of section 18

7. Section 18 of the principal Act is amended by inserting, immediately after paragraph (2) of Rule 5, the following paragraphs:

“(3) Where there is a contract for the sale of a specified quantity of unascertained goods in a deliverable state forming part of a bulk which is identified either in the contract or by subsequent agreement between the parties and the bulk is reduced to (or to less than) that quantity, then, if the buyer under that contract is the only buyer to whom goods are then due out of the bulk —

(a)	the remaining goods are to be taken as appropriated to that contract at the time when the bulk is so reduced; and
(b)	the property in those goods then passes to that buyer.

(4) Paragraph (3) applies also, with the necessary modifications, where a bulk is reduced to (or to less than) the aggregate of the quantities due to a single buyer under separate contracts relating to that bulk and he is the only buyer to whom goods are then due out of that bulk.”.

New sections 20A and 20B

8. The principal Act is amended by inserting, immediately after section 20, the following sections:

“Undivided shares in goods forming part of bulk

20A.—(1) This section applies to a contract for the sale of a specified quantity of unascertained goods if the following conditions are met:

(a)	the goods or some of them form part of a bulk which is identified either in the contract or by subsequent agreement between the parties; and
(b)	the buyer has paid the price for some or all of the goods which are the subject of the contract and which form part of the bulk.

(2) Where this section applies, then (unless the parties agree otherwise), as soon as the conditions specified in paragraphs (a) and (b) of subsection (1) are met or at such later time as the parties may agree —

(a)	property in an undivided share in the bulk is transferred to the buyer; and
(b)	the buyer becomes an owner in common of the bulk.

(3) Subject to subsection (4), for the purposes of this section, the undivided share of a buyer in a bulk at any time shall be such share as the quantity of goods paid for and due to the buyer out of the bulk bears to the quantity of goods in the bulk at that time.

(4) Where the aggregate of the undivided shares of buyers in a bulk determined under subsection (3) would at any time exceed the whole of the bulk at that time, the undivided share in the bulk of each buyer shall be reduced proportionately so that the aggregate of the undivided shares is equal to the whole bulk.

(5) Where a buyer has paid the price for only some of the goods due to him out of a bulk, any delivery to the buyer out of the bulk shall, for the purposes of this section, be ascribed in the first place to the goods in respect of which payment has been made.

(6) For the purposes of this section, payment of part of the price for any goods shall be treated as payment for a corresponding part of the goods.

Deemed consent by co-owner to dealings in bulk goods

20B.—(1) A person who has become an owner in common of a bulk by virtue of section 20A shall be deemed to have consented to —

(a)	any delivery of goods out of the bulk to any other owner in common of the bulk, being goods which are due to him under his contract; or
(b)	any dealing with or removal, delivery or disposal of goods in the bulk by any other person who is an owner in common of the bulk in so far as the goods fall within that co-owner’s undivided share in the bulk at the time of the dealing, removal, delivery or disposal.

(2) No cause of action shall accrue to anyone against a person by reason of that person having acted in accordance with paragraph (a) or (b) of subsection (1) in reliance on any consent deemed to have been given under that subsection.

(3) Nothing in this section or section 20A shall —

(a)	impose an obligation on a buyer of goods out of a bulk to compensate any other buyer of goods out of that bulk for any shortfall in the goods received by that other buyer;
(b)	affect any contractual arrangement between buyers of goods out of a bulk for adjustments between themselves; or
(c)	affect the rights of any buyer under his contract.”.

Amendment of section 30

9. Section 30 of the principal Act is amended —

(a)

by inserting, immediately after subsection (2), the following subsections:

“(2A) A buyer who does not deal as consumer may not —

(a)	where the seller delivers a quantity of goods less than he contracted to sell, reject the goods under subsection (1); or
(b)	where the seller delivers a quantity of goods larger than he contracted to sell, reject the whole under subsection (2),

if the shortfall or, as the case may be, excess is so slight that it would be unreasonable for the buyer to do so.

(2B) It is for the seller to show that a shortfall or excess fell within subsection (2A).”; and

(b)

by deleting subsection (4).

Repeal and re-enactment of sections 34 and 35, and new section 35A

10. Sections 34 and 35 of the principal Act are repealed and the following sections substituted therefor:

“Buyer’s right of examining goods

34. Unless otherwise agreed, when the seller tenders delivery of the goods to the buyer, he is bound on request to afford the buyer a reasonable opportunity of examining the goods for the purpose of ascertaining whether they are in conformity with the contract and, in the case of a contract for sale by sample, of comparing the bulk with the sample.

Acceptance

35.—(1) Subject to subsection (2), the buyer is deemed to have accepted the goods —

(a)	when he intimates to the seller that he has accepted them; or
(b)	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.

(2) Where goods are delivered to the buyer and he has not previously examined them, he is not deemed to have accepted them under subsection (1) until he has had a reasonable opportunity of examining them for the purpose —

(a)	of ascertaining whether they are in conformity with the contract; and
(b)	in the case of a contract for sale by sample, of comparing the bulk with the sample.

(3) Where the buyer deals as consumer, the buyer cannot lose his right to rely on subsection (2) by agreement, waiver or otherwise.

(4) The buyer is also deemed to have accepted the goods when after the lapse of a reasonable time he retains the goods without intimating to the seller that he has rejected them.

(5) The questions that are material in determining for the purposes of subsection (4) whether a reasonable time has elapsed include whether the buyer has had a reasonable opportunity of examining the goods for the purpose mentioned in subsection (2).

(6) The buyer is not by virtue of this section deemed to have accepted the goods merely because —

(a)	he asks for, or agrees to, their repair by or under an arrangement with the seller; or
(b)	the goods are delivered to another under a sub-sale or other disposition.

(7) Where the contract is for sale of goods making one or more commercial units, a buyer accepting any goods included in a unit is deemed to have accepted all the goods making the unit; and in this subsection, “commercial unit” means a unit division of which would materially impair the value of the goods or the character of the unit.

(8) Paragraph 8 of the Schedule applies in relation to a contract made before 22nd April 1967.

Right of partial rejection

35A.—(1) If the buyer —

(a)	has the right to reject the goods by reason of a breach on the part of the seller that affects some or all of them; but
(b)	accepts some of the goods, including, where there are any goods unaffected by the breach, all such goods,

he does not by accepting them lose his right to reject the rest.

(2) In the case of a buyer having the right to reject an instalment of goods, subsection (1) applies as if references to the goods were references to the goods comprised in the instalment.

(3) For the purposes of subsection (1), goods are affected by a breach if by reason of the breach they are not in conformity with the contract.

(4) This section applies unless a contrary intention appears in, or is to be implied from, the contract.”.

Amendment of section 61

11. Section 61 of the principal Act is amended —

(a)

by inserting, immediately after the definition of “action” in subsection (1), the following definition:

“ “bulk” means a mass or collection of goods of the same kind which —

(a)	is contained in a defined space or area; and
(b)	is such that any goods in the bulk are interchangeable with any other goods therein of the same number or quantity;”;

(b)

by inserting, immediately after the word “another” at the end of the definition of “delivery” in subsection (1), the words “except that, in relation to sections 20A and 20B, it includes such appropriation of goods to the contract as results in property in the goods being transferred to the buyer”;

(c)

by inserting, immediately after the word “sale” at the end of the definition of “goods” in subsection (1), the words “and includes an undivided share in goods”;

(d)

by deleting the definition of “quality” in subsection (1);

(e)

by inserting, immediately after the word “made” at the end of the definition of “specific goods” in subsection (1), the words “and includes an undivided share, specified as a fraction or percentage, of goods identified and agreed on as aforesaid”; and

(f)

by inserting, immediately after subsection (4), the following subsections:

“(4A) References in this Act to dealing as consumer are to be construed in accordance with Part I of the Unfair Contract Terms Act [Cap. 396].

(4B) For the purposes of this Act, it is for a seller claiming that the buyer does not deal as consumer to show that he does not.”.

Amendment of Schedule

12. The Schedule to the principal Act is amended by deleting paragraphs 7 and 8 and the sub-headings relating thereto.

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