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Condition and Warrant

The law governing sale of goods is contained in several statutory enactments and in the rules common
law. The principal legislation in Uganda is the Sale of Goods Act Cap 82 laws of Uganda.

The English Sale of goods Act 1893 used to be the Principal enactment in Britain and its dependent
territories by virtue of the reception of English law in those territories. Sale transactions have usually
been the commonest of all commercial transactions and long, regulated by law.

The Sale of Goods Act started out as a codified Act never the less procedural rules of law from other
sources are still applicable to sales transactions. The proper method of interpreting such a codified
statute was laid down by Lord Hershatt in the case of Bank of England V. Vagliano Brothers (1891)
AC 107 at 145

“I Think the proper cause in the first instance is to examine the language of the statute and ask what is
its natural meaning Un influenced by any considerations derived from the previous state of the law and
not to start with inquiry how the law previously stood and then, assuming it was probably intended to
leave it in altered, to see if the words of the enactment will beer an interpretation in conformity with this
view. If a statute intended to embody in a code a particular branch of the law, it is to be fitted in this
fashion it appears to me its utility will be almost entirely destroyed and the very object with which it was
enacted will be frustrated.

The purpose of such a statute surely was that on any point specifically delt with by it, the law should be
ascertained by interpreting the language as of used instead as before by roaming over a past number
of authorities in order to discover what the law was; extracting it by a minute critical examination of a
prior decisions.”

There are various terms and conditions under the sale of goods Act. They are expressed and implied
terms. Expressed terms:- Are terms of contract of sale of goods which the parties have specifically
and particularly agreed upon. Implied:- Of contract of sale of goods are those terms which have not
be specifically agreed upon by the parties but can only be inferred from the parties conduct or
circumstance, customs in a given trade.

A warranty on the other hand is a simple term in a contract of sale of goods. It is not a fundamental
Term and does not go to the roof of contract. Therefore bread of a warranty entitles the innocent party
to damager to the bread of warranty and not the right to set the contract a side.

A condition is a fundamental material term of contract Sale of good’s one that goes to the root of a
contract. A bread of condition entitled the innocent party to set the contract a side and also use for
damage for breach of contract. e.g. in a contract of sale of Motor Vehicle it is a condition that the car
must move.

Under S.12 Sale of Goods Act Cap. 82 laws of Uganda 2000 edition where a contract of sale is subject
to any condition to be fulfilled, the buyer may waive the condition or may elect to treat the breach of the
condition and not as the ground for treating a contract repudiated.

And S-12 (2) Sale of Goods Act Cap. 82 laws of Uganda 2000 edition whether a in a contract of sale is
a condition, the breach of which may give rise to right to treat the contract as repudiated or a warranty,
the breach of which may give rise to claim for damages but not to a right to reject the goods and treat
the contract as repudiated depends in each case on the construction of the contract.

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Under S.12 (3) Sale of Goods Act Cap. 82 laws of Uganda 2000 edition a stipulation may be a condition
though called a warranty in the contract in essence we must work at the essence of words in contract
and only the words.

S.1 (0) Sale of Goods Act Cap. 82 laws of Uganda 2000 edition defines warranty to mean an
agreement with reference to goods which are the subject of the contract of sale but collateral to the
main purpose of the K, the breach of which gives rise to damage but not a right to reject the goods and
treat the contract as repudiated.

1. Condition as to title

In every contract of sale unless the circumstances of the contract as such that to show a different
intention there is an implied condition on the part of the seller that:-

(a) In case of sale, he has a right to sale the goods.

(b) In an agreement to sale, he will have a right to sale the goods at the time when the property is
to pass.

Under S: 13 (a) Sale of Goods Act Cap. 82 laws of Uganda 2000 edition. The words right to sale
contemplates an implied condition into a contract for sale of goods to the effect that not only that the
seller has the title to sale but also that the seller has the right to pass that property. If the seller’s title
turns out to be defective, the buyer may reject the goods . A breach of this condition amounts to a
total failure of consideration and the buyer may claim back the price of the goods even if they have
been used for some time.
Implied warranty

A condition becomes a warranty when the buyer waives the condition or opts to treat the breach of the
condition as breach a warranty.

The buyer accepts the goods or parts thereof or is not in a position to reject the goods.

Implied warranty of quiet possession

In every contract of sale unless there is a contrary intention there is an implied warranty that the buyer
shall have and enjoy quiet possession of the goods.
If the buyer right to possession and enjoyment of goods is disturbs in any way as a consequence of the
seller’s defective title, the buyer may sue the seller for damage for breach of their warranty S.13 (b)
Sale of Goods Act Cap. 82 laws of Uganda 2000 edition

Implied warranty of freedom encumbrances

The buyer is entitled to further warranty that the good shall be free from any charge or encumbrance in
favour of any 3rd party not declared or known to the buyer before or at the time when the contract is
made. If the buyer is required to discharge the amount of encumbrance, it shall be a breach of this
warranty and the buyer shall be entitled to damages for the same. S.13 (c) Sale of Goods Act Cap.
82 laws of Uganda 2000 edition.

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2. Condition implied by description

Where there is contract for sale of goods by description, there is an implied condition that the goods
small correspond with the description and if the sale is by sample as well as by description. It is not
sufficient that the bulk of goods corresponds with the sample if the goods does not also correspond with
the description. S.14 Sale of Goods Act Cap. 82 laws of Uganda 2000 edition.

In the case of Beale Vs Taylor (1967) WLR 1193

The defendant advertised the car for sale as being a Herald Convertible 1200 and he belief this
description to be correct. The plaintiff answered the advertisement and late inspection the car. During
inspection, he noticed on the rear of the car a metal discard with the figure 1961 model. The plaintiff
bought the car and paid agreed price. He later noticed that the ca....was made of a rear of 1961 model
of the 1200 welded of 1948

The car was not road north. The plaintiff sued for refund of the price, damage for breach of condition.

Court held the plaintiff was entitled to the refund of price as well as damages for the breach of the
condition as description because a sale was a sale by description even if the plaintiff had inspected the
car.

Read also Rowland Vs Divall (1923) K.B 500 (right to sale)

Sale by description and sample

If goods are sold on the basis of description and sample, the seller must deliver the goods which
conform to the agreed description and sample. If the good do not correspond with the description of
sample or both, the buyer the right to reject them and sue for the damages for breach of condition.

See S.14 Sale of Goods Act Cap. 82 laws of Uganda 2000 edition

3. Quality or Fitness for particular purpose

There is no implied condition as to quality for a particular purpose of goods supplied under K of sale
goods except as provided under Sale of Goods Act Cap. 82 laws of Uganda 2000 edition.

S.15 (a) Sale of Goods Act Cap. 82 laws of Uganda 2000 edition provides that where the buyer
expressly or by implication makes known to the seller the particular purpose for which the goods are
required, so as to show that the buyer .................on the seller’s skill or indgment and the goods are of a
description which it is in the course of the seller’s business to supply whether the seller is the
manufacturer or not, there is an implies condition that the goods small be reasonably fit for the purpose
except that in the case of K for sale of a specified article under its patent or other trade name, there is
no implied condition as to its fitness for any particular purpose.

In the case priest –Vs-last (1903) 2 K.B 148

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The plantiff a draper who knowledge of Hot water bottle bought a H.W.B from the ‘‘D’’ was a che dealing
in W.B. The plantiff asked whether the India rubber bottle he was shown would stand the hot water and
he was told .......

The plantiff did not state the purpose for which it was required.

The plantiff wife filled the bottle with hot water and used for the abod.............s...........was serverly
scaled by water when she ..............for the 5 th time.

Evidence was show that the bottle was not fit for the H.W

Held: The plaintiff was entitled to recover for the breach of the condition as for the fitness for the
purpose because the bottle could only be used for the purpose for which it was bought although the
buyer had not indicated the purpose to the seller the buyer had shown that he rely on the seller’s
judgment.

Baldry Vs Marshall (1925) 1 K.B 260. The Plaintiff being desirous of buying a mortar car applied to
the Defendant motor car dealers and told them that he wanted a comfortable car which was suitable for
touring purposes. The Defendant said that they though that a Buggati car the type of car in which they
deal in or specialise in would meet those specification and showed him a specimen.

The Plaintiff then gave an order for 8 cylinder Buggati car on the term that the defendant should
guaranty the car for 12 month from the manufacture it being stipulated by the defendant the guaranty
expressly excludes any other guaranty/warrant expressly either statutory or otherwise.

An 8 Buggati cylinder was delivered to Plaintiff in pursuance of order, but proved to be in comfortable
for.

Plaintiff’s claim to reject the car and recover the purchase money which he had paid

Held: The requirement that the car should be comfortable and suitable for touring purposes was a
condition and not a warranty and on the principle of W Vs Br (1911) AC 394 the application of that
condition was not excluded by the terms of the contract so as to free the Defendant from liability.

The mere fact that an article is under its trade name in the sense that the trade name form part of the
description of the thing sold does not necessarily bring the case within the provision of S.14 or our S.15
(a) Sale of Goods Act Cap. 82 laws of Uganda 2000 edition so as to fulfil the requirement for purpose
of fitness.

If the buyer while asking to be supplied with an article of indicates the sale that he relies on seller’s skill
and judgment for its being fit for its particular purpose he does not buy meaning of the provision.

Condition as to mercantilebility (mercantile quality)

Under S.15 (b) Sale of Goods Act Cap. 82 laws of Uganda 2000 edition where goods are bought from a
seller who deals in goods of that description whether the seller is the manufacture or not there is an
implied condition that the goods shall be merchantable quality, except that if the buyer has examined.

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In Grant Vs Australian Knitting Mills Ltd (1936) A.C 85 Dr. Grant bought a pair of woollen
underpants from a retailer. The Respondent was the manufactures of the said pants. The underpants
contained an excess of surplus a chemical used in their manufacturing, the chemical should have been
removed after but a quality remain in them. After wearing them for a day or two Dr. Grant developed a
rash which grew up dermatitis resulting into his hospitalisation.

Held: That the retailer was in breach of condition as to fitness for the purpose since the appellant had
made known to them the purpose for which the goods were required for.

Doola sign and sons Vs Uganda foundry and machinery works (1945) 12 EACA 33

Held: There was an implied warranty that the parts manufacture should be such as wooden when fitted
together and made into sobbed be reasonable fit to constitute a madding capable to do the work
usually done by a sobbed.

Sir John explain the meaning of the term merchantable quality must be used as meaning that the article
is of such quality and in such a condition that a reasonable man acting reason ably would after full
examining accept it under the circumstance of the case in performance of his offer to buy that offer.

Read also Abudullah Ali Nathanoo Vs Walji Hirji(1957) E.A 207

Sale by sample

In a contract of sale of goods by sample under S. 16 Sale of Goods Act Cap. 82 it is provided that were
goods are sold by sample; there is an implied condition that the bulk must correspond to the agreed
sample in quality. The seller must afford the buyer a reason opportunity to examine the goods unless
the seller has offered him the opportunity to examine the goods that the goods will be free from any
defect, rendering them unsatisfactory, which would not be apparent on reasonable examination of the
sample.

In Jafferali Abdulla Vs Jan Mohammed Ltd (1951) 18 EACA 21. The appellant bought 264
dozens plates packed in 22 cases at auction sale. At the time of sale the auctioneers held up a plate
and said. ‘‘This is a sample of the plate’’. The hand bid of the auction contained an exclusion clause
restricting the auctioneer’s liability in any event. The hand bid read. ‘‘The under mention goods are
for account and risk of parties concerned’’. Some of the goods can be inspected in our action
road’’ . It was subsequently discovered that a large portion of the plates were broken and the
auctioneers had known this.

Held :- This was sale by sample and the appellant had not been given an opportunity to inspect the
goods which were in bond. That he was entitled to rely on the plate held up by the auctioneer.
The exclusion clause could not be relied on as the auctioneer knew of the reject on the goods while the
appellant had the reason to suppose that this was the case .

Condition as to wholesomeness

In a case of sale provision and implies eatable food staff, there is another implies condition that the food
shall be whole sum. Thus the provision of food staff must not only crosspond to their description but
must be

Wholesome mean that the goods must be fit for human consumption
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Condition implied by custom/trade usage

An implied warranty of condition as to quality for particular purpose may be annexed by usage of trade.

In certain sale contract the purpose for which goods are purchased may be implied from the conduct of
parties or from the nature or description of the good. In such cases the parties enter into contract with
reference to such known usages S.15 (c) Sale of Goods Act Cap. 82 laws of Uganda 2000 edition

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