Exclusion of implied terms
Open ↗55.—(1) Where a right, duty or liability would arise under a contract of sale of goods by implication of law, it may (subject to the Unfair Contract Terms Act 1977) be negatived or varied by express agreement, or by the course of dealing between the parties, or by such usage as binds both parties to the contract.
(2) An express condition or warranty does not negative a condition or warranty implied by this Act unless inconsistent with it.
(3) Paragraph 9 of the Schedule applies in relation to a contract made on or after 18 May 1973 and before 1 February 1978, and paragraph 10 in relation to one made before 18 May 1973.
Conflict of laws
Open ↗56. Paragraph 11 of the Schedule applies in relation to a contract made on or after 18 May 1973 and before 1 February 1978, so as to make provision about conflict of laws in relation to such a contract.
Auction sales
Open ↗57.—(1) Where goods are put up for sale by auction in lots, each lot is prima facie deemed to be the subject of a separate contract of sale.
(2) A sale by auction is complete when the auctioneer announces its completion by the fall of the hammer, or in other customary manner; and until the announcement is made any bidder may retract his bid.
(3) A sale by auction may be notified to be subject to a reserve or upset price, and a right to bid may also be reserved expressly by or on behalf of the seller.
(4) Where a sale by auction is not notified to be subject to a right to bid by or on behalf of the seller, it is not lawful for the seller to bid himself or to employ any person to bid at the sale, or for the auctioneer knowingly to take any bid from the seller or any such person.
(5) A sale contravening subsection (4) may be treated as fraudulent by the buyer.
(6) Where, in respect of a sale by auction, a right to bid is expressly reserved (but not otherwise) the seller or any one person on his behalf may bid at the auction.
Reasonable time a question of fact
Open ↗59. Where a reference is made in this Act to a reasonable time, the question what is a reasonable time is a question of fact.
Rights, etc., enforceable by action
Open ↗60. Where a right, duty or liability is declared by this Act, it may, unless otherwise provided by this Act, be enforced by action.
Interpretation
Open ↗61.—(1) In this Act, unless the context otherwise requires —“action” includes counterclaim and set-off;
“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;
“business” includes a profession and the activities of any Government department or local or public authority;
“buyer” means a person who buys or agrees to buy goods;
“claimant” includes a defendant counterclaiming;[Act 25 of 2021 wef 01/04/2022]
“contract of sale” includes an agreement to sell as well as a sale;
“credit-broker” means a person acting in the course of a business of credit brokerage carried on by him, that is a business of effecting introductions of individuals desiring to obtain credit —(a)
to persons carrying on any business so far as it relates to the provision of credit; or
(b)
to other persons engaged in credit brokerage;
“delivery” means voluntary transfer of possession from one person to another 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;
“document of title to goods” has the same meaning as in the Factors Act 1889;
“fault” means wrongful act or default;
“future goods” means goods to be manufactured or acquired by the seller after the making of the contract of sale;
“goods” includes all personal chattels other than things in action and money; and in particular “goods” includes emblements, industrial growing crops, and things attached to or forming part of the land which are agreed to be severed before sale or under the contract of sale and includes an undivided share in goods;
[Deleted by Act 25 of 2021 wef 01/04/2022]
“property” means the general property in goods, and not merely a special property;
“sale” includes a bargain and sale as well as a sale and delivery;
“seller” means a person who sells or agrees to sell goods;
“specific goods” means goods identified and agreed on at the time a contract of sale is made and includes an undivided share, specified as a fraction or percentage, of goods identified and agreed on as aforesaid;
“warranty” means an agreement with reference to goods which are the subject of a contract of sale, but collateral to the main purpose of such contract, the breach of which gives rise to a claim for damages, but not to a right to reject the goods and treat the contract as repudiated.
(2) A thing is deemed to be done in good faith within the meaning of this Act when it is in fact done honestly, whether it is done negligently or not.
(3) A person is deemed to be insolvent within the meaning of this Act if he has either ceased to pay his debts in the ordinary course of business or he cannot pay his debts as they become due.
(4) Goods are in a deliverable state within the meaning of this Act when they are in such a state that the buyer would under the contract be bound to take delivery of them.
(4A) References in this Act to dealing as consumer are to be construed in accordance with Part 1 of the Unfair Contract Terms Act 1977.
(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.
(5) As regards the definition of “business” in subsection (1), paragraph 12 of the Schedule applies in relation to a contract made on or after 18 May 1973 and before 1 February 1978, and paragraph 13 in relation to one made before 18 May 1973.
Savings: rules of law, etc.
Open ↗62.—(1) The rules in bankruptcy relating to contracts of sale apply to those contracts, notwithstanding anything in this Act.
(2) The rules of the common law, including the law merchant, except in so far as they are inconsistent with the provisions of this Act, and in particular the rules relating to the law of principal and agent and the effect of fraud, misrepresentation, duress or coercion, mistake, or other invalidating cause, apply to contracts for the sale of goods.
(3) Nothing in this Act affects the enactments relating to bills of sale.
(4) The provisions of this Act about contracts of sale do not apply to a transaction in the form of a contract of sale which is intended to operate by way of mortgage, pledge, charge, or other security.
Short title
Open ↗63. This Act may be cited as the Sale of Goods Act 1979.
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
