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TRANSFER OF OWNERSHIP AND DELIVERY OF GOODS

Property in goods = Ownership of the goods Possession of goods = custody or physical control over the goods

PASSING OF PROPERTY (SECTIONS 18 – 26)

Passing or transfer of property constitutes the most important element and factor to decide legal rights and liabilities of sellers and
buyers. Passing of property implies passing of ownership. If the property has passed to the buyer, the risk in the goods sold is that
of buyer and not of seller, though the goods may still be in the seller's possession.
The rules regarding transfer of property in goods from the seller to the buyer depend on two basic factors:
(a) Identification of Goods: Section 18 provides that where there is a contract of safe for unascertained goods, the property in
goods cannot pass to the buyer unless and until the goods are ascertained. The buyer
can get the ownership right on the goods only when the goods are specific and ascertained.
(b) Intentions of parties: (Section 19) The property in goods is transferred to the buyer at such time as the parties to the contract
intend it to be transferred.
For the purpose of ascertaining the intention of the parties, following factors shall be considered:
(i) Terms of the contract
(ii) Conduct of the parties, and
(iii) Circumstances of the case
RULES REGARDING PASSING OF PROPERTY
The general rule is that the "transfer of ownership depends upon the intention of both the parties". The parties may fix any time for
the transfer of ownership from the seller to the buyer. However, where the intention of the parties is not clear from the contract, the
time of transfer of ownership depends mainly on the nature of the goods and is decided as follows:
(A) Transfer of ownership in case of sale of specific goods. (Sec.20 – 22)
(B) Transfer of ownership in case of sale of unascertained goods. (Sec.23)
(C) Transfer of ownership in case of sale on approval. (Sec.24)
(D) Reservation of right of disposal. (Sec.25)
(A) TRANSFER OF OWNERSHIP IN CASE OF SALE OF SPECIFIC GOODS
1. Specific goods, in a deliverable state – "Deliverable state' means that state of goods in which the buyer shall be bound to take
delivery of them. According to Sec. 20, if
(i) the goods are specific,
(ii) the contract of sale is unconditional,
(iii) the goods are in a deliverable state,
then in such a case the ownership passes to the buyer at the time when the contract is made.
It is immaterial whether the time of payment of price or the time of delivery of goods, or both, is postponed.
Ex. X goes into a shop and buys a television and asks the shopkeeper for its home delivery. The shopkeeper agrees to do it. The
television immediately becomes the property of X.
Ex. B selects certain books in a book shop. The price is settled. He arranges to take delivery of the books the next day through his
servant and agrees to pay for the books on the first of the next month. The books are destroyed by fire the same evening. The
property in the books has passed to the buyer and he is bound to pay the price.
2. Specific goods not in a deliverable state – 'Not in a deliverable state' means that the seller has something yet to do to the
goods for the purpose of putting them into a deliverable state, for example,
packing, filling the goods in containers, collecting the goods, separating or loading the goods, etc.
In such a case, according to Sec. 21, "the property does not pass until such thing is done and the buyer has notice thereof."
It means that in such a case, the ownership shall pass to the buyer at the moment when two conditions are fulfilled:
(i) the seller has performed every act on his part and has put the goods in a deliverable state, and
(ii) the fact that the goods have been put in a deliverable state has come to the knowledge of the buyer.
Ex. Peter buys a laptop from an electronics store and asks for a home delivery. The shopkeeper agrees to it. However, the laptop
does not have a Windows operating system installed. The shopkeeper promises to install it and call Peter before making the
delivery. In this case, the property transfers to Peter only after the shopkeeper has installed the OS making the laptop ready for
delivery and intimated the buyer about it. Ex. Saree with fall and pikou ……….
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3. Specific goods are in deliverable state but the seller has to do something to ascertain the price (Sec.22) – If the specific
goods are in a deliverable
state but the seller is yet to weigh, measure, test or do some other act or thing in connection with the goods for the purpose of
ascertaining the price, the ownership does not pass to the buyer until such act or thing is done and the buyer has notice thereof.
It means that in such a case, the ownership is transferred to the buyer at the moment when two conditions are fulfilled:
(i) the seller has done the act or thing which is necessary for ascertaining the price of the goods,
for example, taking weight, measurement, counting, etc., and
(ii) the buyer has come to know that every act necessary to ascertain the price has been done by the seller.
Ex. A sold carpet to the Company which were required to be laid. The carpet was delivered to the company's premises but was
stolen before it could be laid. It was held that the carpet was not in deliverable state as it was not laid, which was part of the
contract and hence, the property had not passed to the buyer company.
Ex. X purchases 10 kg of mustard oil from Y's shop. Here, the goods are specific and in a deliverable state (being kept ready for
sale) but Y has to weigh 10 kg oil out of his container. The ownership of 10 kg of oil shall pass to X as soon as Y weighs it and
tells X about it.
(B) RULES REGARDING PASSING OF PROPERTY OF UNASCERTAINED GOODS

(1) SALE OF UNASCERTAINED GOODS BY DESCRIPTION [Section 23 (1)]

Property in the unascertained or future goods sold by description passes to the buyer when following steps are taken or conditions
are fulfilled:
1. The goods must be appropriated to the contract either by the buyer with consent of the seller
or, by the seller with consent of the buyer .
2. The consent may be express or implied.
3. The consent may be given either before or after the appropriation.
4. The goods appropriated must be of the same description as given in the contract.
5. The appropriated goods must be in a deliverable state.
6. The appropriation must be unconditional.
When all these steps are taken, the property to the goods appropriated passes to the buyer.
Illustration: A agrees to sell B, 500 units of toys out of a lot to be manufactured in his factory. B has an option to select toys out of
the lot. B goes to the factory and selects 500 units with the consent of A. They are packed in a carton by A to be taken
by B. Thus, in this case the goods were future and unascertained at the time of contract but with the consent of the
seller, the buyer ascertained and appropriated the goods and put them in a deliverable state without any condition.
Thus, the property in the goods has passed to the buyer from the seller.

(2) Delivery to the carrier (Deemed appropriation of goods) [Sec. 23 (2)]

Where the seller delivers the goods to any of the following for the purpose of transmission to the buyer without reserving the right
of disposal he is deemed to have unconditionally appropriated the goods to the contract:
(i) To the buyer.
(ii) To a carrier.
(iii) To a bailee. It is immaterial whether the carrier or bailee is named by the buyer or not.
Unconditional delivery of goods to a carrier or bailee is said to be when a bill of lading or railway receipt is made out in the name of
the buyer and the same is sent to the buyer. Then the property in such goods passes to the buyer.
Ex. M places an order for book with a book seller in Mumbai. He asks him to send the book by courier. Payment of the book was to
be made by cheque. The seller sends the book by courier. The book is lost in the way. The seller wants the buyer to bear the
loss. According to Section 23(2), it is an unconditional appropriation of goods because of which buyer M has become the owner
of the goods. Therefore, he will bear the risk of loss of the book in the way.
Ex. A sold a transformer to B. A booked the same in B's name through Railway and got insured. During transit, the transformer was
damaged. B, therefore, returned the R/R. A sued insurance company for the damages. Held, A was not entitled to claim
damages because the property in the goods had passed to B when the goods was booked through Railways in the name of B.
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(C) TRANSFER OF OWNERSHIP IN CASE OF SALE ON APPROVAL (Sec.24)
The term 'sale on approval' may be defined as the sale in which the buyer may return the goods within a reasonable time, if the
goods do not serve his purpose. This is also known as ‘sale on return’ basis. In case of sale on approval, the ownership is
transferred to the buyer when he accepts the goods. In case of sale on approval, the ownership is transferred to the buyer in any of
the following three ways: (Section 24)
1. When the buyer signifies approval:
2. When the buyer adopts the goods: The buyer may adopt the goods by doing some act which shows that he has accepted the
goods e.g., where he further sells or pledges the goods.
3. Where the buyer fails to return the goods within fixed or reasonable time: In this case, the position is an under:
(a) When the time is fixed for the return of the goods: In such cases, if the buyer fails to return the goods within the fixed time,
the ownership is transferred to the buyer on the expiry of such fixed time
(b) When no time is fixed for the return of the goods: In such cases, if the buyer fails to return the goods within a reasonable
time, the ownership is transferred to the buyer on the expiry of the
reasonable time. The term 'reasonable time’ is a question of fact
in each case.
Ex. P brought a musical instrument from a musical shop on a condition that he will purchase it, if he likes that instrument. After a
week he has informed the shop owner that he has agreed to purchase the musical instrument. The ownership is transferred
when he has decided to purchase the instrument as his own.
Ex. A delivered some jewellery to B on sale or return basis. B pledged the jewellery with C. It was held that ownership of the
jewellery had transferred to B as he had adopted the transaction by pledging the jewellery with C. In this case, A has no right
against C. He can only recover the price of the jewellery from B.
Ex. A delivered some diamonds to B on ‘sale or return' basis. B delivered the diamonds to C, and C to D on similar terms: The
diamonds were stolen while in the custody of D. In this case, B had adopted the transaction by delivering the diamonds to C.
Thus, B is liable to pay the price to A. Similarly, C had also adopted the transaction by delivering the diamonds to D. And thus,
C is also liable to pay the price to B.
Ex. A sends to B a water motor on approval or return in March, 2020. B to return it after trial in August, 2020. The water motor has
not been returned within a reasonable time, and therefore, A is not bound to accept it and B must pay the price.
Ex. A delivered a horse to B on 'sale or return' basis. It was agreed that B should try it for 8 days and then return if he did not like it.
The horse died on the 3rd day without any fault of B. It was held that the horse was still the property of the seller. As such, the
seller could not recover the price from the buyer.
Note – If in the above example, horse died on 9th day then loss will be sustained by the buyer (i.e. B)
Sale for cash only or Return
It may be noted that where the goods have been delivered by a person on "sale or return on the terms that the goods were to
remain the property of the seller till they are paid for, the property therein does not pass to the buyer until the terms are complied
with, i.e., cash is paid for.
Ex. A' delivered his jewellery to B on sale for cash only or return basis. It was expressly provided in the contract that the jewellery
shall remain 'A's property until the price is paid. Before the payment of the price, 'B' pledged the jewellery with 'C'. It was held
that at the time of pledge, the ownership was not transferred to 'B'. Thus, the pledge was not valid and A" could recover the
jewellery from 'C'.
Transfer of Property when Right of Disposal is Reserved (Sec. 25)
Sometimes a seller appropriates the goods to a contract but at the same time reserves the right of disposal of the goods until
certain conditions are fulfilled by the buyer.
The seller can do so if the terms of the contract or appropriation of goods allows him.
If the seller reserves a right of disposal of the goods appropriated, the property in the goods does not pass to the buyer until the
conditions imposed by the seller are fulfilled. The seller's right will not be adversely affected even if the goods have been delivered
to the buyer, or to a carrier or to other bailee for the purpose of transmission to the buyer.
Ex. X sends furniture to a company by a truck and instructs the driver not to deliver the furniture to the company until the payment
is made by company to him. The property passes only when the payment is made.
Circumstances under which the right to disposal may be reserved: In the following cases the seller is deemed to have
reserved the right of disposal of the goods:
1. When goods are deliverable to the order of the seller or agent. Where goods are shipped or delivered to a railway for
carriage and by the bill of lading or railway receipt, the goods are deliverable
to the order of the seller or his agent, the seller is prima facie deemed to have reserved the right of disposal. [Sec. 25(2)]
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Ex. A shipped certain goods to be delivered to B but took the bill of lading in his own name. Held, A had reserved the right of
disposal of goods by taking it in his own name. The bill of lading is the symbol of property.
2. When documents of title are sent together with B/E. Sometimes a seller draws a B/E for the price of the goods and sends it
together with the documents of title (bill of lading or R/R) to secure
acceptance or payment of the B/E. In such a case, the buyer is bound to return the documents of title to the goods if he does not
accept or pay the B/E.
If he wrongfully retains the documents of title to the goods, the property in the goods does not pass to him. [Sec. 25(3)]

Risk follows ownership (Risk prima facie passes with property) – Sec.26 lays down the general rule that "Risk prima facie
(i.e., at first sight) passes with property (ownership)".
In other words, 'risk always follows ownership. Thus, the owner has to bear the whole burden of loss.
The payment of price or the possession of goods is immaterial in deciding the question of risk. Whosoever is the owner, he carries
the risk. Therefore, it may be said that as a rule, the goods remain at the seller's risk until the ownership therein is transferred to the
buyer; and the goods are at buyers risk when their ownership is transferred to him whether their delivery has been made to him or
not. The loss due to destruction or damage of the goods, therefore, has to be borne only by the owner of the goods.
But if the delivery has been delayed through the fault of either of the buyer or seller, the goods are at the risk of the party in fault.
Ex. A bids for an antique painting at a sale by auction. After the bid, when the auctioneer struck his hammer to signify acceptance
of the bid, he hit the antique which gets damaged. The loss will have to be borne by the seller, because the ownership of goods
has not yet passed from the seller to the buyer.
The aforesaid rule is, however, subject to two qualifications:
(i) Sometimes, the delivery of the goods is delayed due to the fault of either of the seller or the buyer. In such a case, the
defaulting party will bear the risk of loss.
(ii) Sometimes, the seller or the buyer keeps the goods of the party as his bailee. In such a case, the goods shall be at the risk of
the bailor, i.e. the owner.
Ex. A contracted to sell 100 bales of cotton to B to be delivered in February. B took the delivery of the part of the cotton but made a
default in accepting the remaining bales. Consequently, the cotton becomes unfit for use. The loss will have to be borne by the
buyer.
Ex. A buys 2,000 tons of oil from B. B informs A that goods are ready for delivery but A does not take delivery for few days. Before
delivery of oil to A, there is fire in B's warehouse and whole of the oil was burnt. A is liable for loss because property in the
goods was with A.
TRANSFER OF TITLE BY NON – OWNERS (SECTIONS 27 – 30)
There is a Latin maxim "Nemo dat quod non habet" Which means that ‘No one can give that which one has not got’.
That is, No one can give to another person a title better than what he himself has.
Sec. 27 lays down that where goods are sold by a person who is not owner thereof and who does not sell them under the authority
or with the consent of the owner, then the buyer does not acquire better title to the goods than what the seller had.
For Example, if A steals an article and sells it to B, B does not become the owner of the article. It is only the owner of the goods, or
a person authorised by him, who can sell the goods. If the seller has no title to the goods, the buyer does not
acquire any title although he may have acted honestly and may have paid value for the goods.
Exceptions – Under the following circumstances the buyer gets a valid title, i.e., absolute ownership even if the seller is not the
absolute or full owner.
1. Sale by a mercantile agent – Where a mercantile agent sells goods in the ordinary course of his business, the buyer gets a
valid title to the goods even if he (the mercantile agent) is not the owner of the goods [Section 27 (second para)].
This exception is subject to the following conditions:
(a) The agent is in possession of the goods or documents of title to the goods with the consent of the owner;
(b) The agent sells the goods while acting in the ordinary course of business of a mercantile agent;
(c) The buyer acts in good faith; and
(d) The buyer has not at the time of the contract of sale notice that the agent has no authority to sell.
Ex. A delivered his car to B, a mercantile agent, for sale. A instructed B that the car should be soId at a stated price and not below
that. But B sold the car to C below the stated price and misappropriate the money. However, C had bought the car in a good faith.
In this case, C will get a valid title to the car and A cannot recover it back from him. However, he can claim the price of the car from B.
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2. Sale by one of several joint owners (Sec.28) – The buyer will get a valid title only if all the following conditions are satisfied:
(a) The joint owner must be in the sole possession of the goods.
(b) The joint owner must be in possession of the goods with the consent of other joint owners.
(c) The buyer must buy the goods in a good faith, and he should presume that the seller (i.e., the joint owner) has the full authority
to sell the goods.
Ex. A & B are two brothers and joint owners of a T.V. With the consent of B the TV was kept in possession of A. A sells the T.V
to P who buys it in good faith and without notice that A had no authority to sell. P gets a good title to the TV.
3. Sale by a person in possession under a voidable contract (Sec.29) – Where the goods are obtained by a person under a
voidable contract (i.e. by coercion, undue influence,
fraud or misrepresentation), the sale by such person is valid provided following conditions are satisfied:
(a) The seller must have obtained the possession of the goods under a voidable contract and not under a void contract.
(b) The contract must not have been rescinded (i.e., put to an end) at the time of sale,
i.e., at the time of sale the voidable contract should be in existence.
(c) The buyer must act in a good faith. And he should not have any knowledge about seller’s defective title.
Ex. A purchased a ring from B by fraud. Here, A is holding the possession under a voidable contract. Before the contract is put to
an end, A sold the ring to C who bought it in good faith and without any notice of A's defective title. In this case, C gets a valid
title to the ring even if A was holding it under a voidable contract.
4. Sale by seller in possession of goods after sale [(Sec.30(1)] – Where a person, who has sold the goods but continues to be
in possession of them or of the documents of title to them,
resells such goods, then a third person (new buyer) will get a good title if he
(i) buys them in good faith, and (ii) without any notice of the previous sale.
Ex. A sold two cows to B. B for his own convenience, let the cows in A’s possession. A resold both the cows to C. C bought them
in a good faith without notice of previous sale. C gets good title to the goods.
5. Sale by buyer in possession after having bought or agreed to buy goods [(Sec.30(2)] – A buyer or his mercantile agent
who is in possession of goods before sale can make a valid sale if the following conditions are satisfied:
(i) The buyer must be in possession of the goods or documents of title to the goods before sale,
i.e. before transfer of property to him.
(ii) He must be in possession with the consent of the seller.
(iii) The 2nd buyer must act in good faith.
(iv) The 2nd buyer must act without notice of any right of the seller.
However, a person in possession of goods under a 'hire-purchase agreement which gives him only an option to buy is not covered
within the section unless it amounts to a sale.
Ex. A took a car from B on this condition that A would pay a monthly installment of Rs. 5,000 as hire charges with an option to
purchase it by payment of Rs.1,00,000 in 24 installments.
After the payment of few installments, A sold the car to C. B can recover the car from C since A had neither bought the car, nor had
agreed to buy the car. He had only an option to buy the car.
6. Effect of Estoppel – When the owner of goods, by his conduct or by statement, willfully leads the buyer to believe that the seller
has the authority to sell, then he is estopped (i.e., prevented) from denying the seller's authority to sell. If
the buyer buys the goods in such belief, later on the owner cannot say that the seller had no authority to sell. And the buyer, who
buys the goods in good faith, gets a valid title to the goods.
Ex. A said to B, a buyer, in the presence of C that he (A) is the owner of the horse. But C remained silent though the horse
belonged to him. B bought the horse from A. Here, the buyer (B) will get a valid title to the horse even though the seller (A) had
no title to the horse. In this case, C, by his own conduct, is prevented from denying A’s authority to sell the horse.
7. Sale by an unpaid seller – Where an unpaid seller who has exercised his right of lien or stoppage in transit re-sells the goods,
the buyer acquires a good title to the goods as against the original buyer.
8. Sale under the provisions of other acts –
(i) Sale by an official receiver or official assignee or liquidator of a company
(ii) Sale by a finder of lost goods under certain circumstances
(iii) Sale by a pawnee or pledgee under certain circumstances
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PERFORMANCE OF THE CONTRACT OF SALE (SECTIONS 31 – 44)
The performance of a contract of sale implies delivery of goods by the seller and acceptance of the delivery of goods and payment
of price for them by the buyer in accordance of the terms of the contract.
Definition of Delivery [Section 2(2)]: Delivery means voluntary transfer of possession from one person to another.
Delivery of goods is of three types: (a) Actual Delivery
(b) Symbolic delivery
(c) Constructive Delivery
Duties of seller and buyer (Section 31): It is the duty of the seller to deliver the goods and of the buyer to accept and pay for
them, in accordance with the terms of the contract of sale.
Payment and delivery are concurrent conditions (Section 32): Unless otherwise agreed, delivery of the goods and payment of
the price are concurrent conditions.
i.e., the seller shall be ready and willing to give possession of the goods to the buyer in exchange for the price, and the buyer shall
be ready and willing to pay the price in exchange for possession of the goods.

RULES REGARDING DELIVERY OF GOODS (Sec. 33 – 41)

1. Mode of delivery – A seller can deliver the goods by any mode which puts the goods or has effect of putting the goods in the
possession of the buyer or his agent. (Sec. 33) Thus, the delivery may be either (i) actual, (ii) symbolic, or (iii) constructive.
2. Effect of part delivery – A delivery of part of goods, in progress of the delivery of the whole, has the same effect, for the
purpose of passing the property in such goods, as a delivery of the whole; but a delivery of part of the
goods, with an intention of severing it from the whole, does not operate as a delivery of the remainder. (Sec. 34)
Ex. A, a seller, requested B, a buyer, to take delivery of 1,000 bales of cotton which he has sold. A started removing the cotton
bales through his lorries. After removing 200 bales of cotton, there occurred a fire. Consequently, rests of the bales were
destroyed. Held, B was to bear loss because delivery of the part was in progress of whole delivery.
3 Buyer to apply for delivery – Apart from any express contract, the seller of goods is not bound to delivery them until the buyer
applies for delivery. (Sec. 35)
4. Place of delivery – Buyer and Seller are entitled to decide the place of delivery of goods by an agreement between them. Such
agreement may be express or implied. Where there is no agreement as to place of delivery between the
parties, the following rules will apply:
(i) In case of sale, goods sold are to be delivered at the place at which they are at the time of the sale.
(ii) In case of an agreement to sell, goods agreed to be sold are to be delivered at the place at which they are at the time of the
agreement to sell.
(iii) If goods are not in existence at the time of contract of sale, the goods are to be delivered at the place at which they are
manufactured or produced.[Sec. 36 (1)]
5. Time of delivery – Where under the contract of sale the seller is bound to send the goods to the buyer, but no time for sending
them is fixed, the seller is bound to send them within a reasonable time. [Sec. 36 (2)]
6. Goods in possession of a third party – Where the goods at the time of sale are in the possession of third person, there is no
delivery by seller to buyer unless and until such third person acknowledges to the
buyer that he holds the goods on his behalf. But acknowledgement of third party will not be required if the goods have been sold by
issue or transfer of any document of title to the goods. [Sec. 36 (3)]
7. Time for tender of delivery – Demand or tender of delivery may be treated as ineffectual unless made at a reasonable hour.
What is a reasonable hour is a question of fact. [Sec. 36 (4)]
8. Expenses for delivery – Unless otherwise agreed, the expenses of and incidental to putting the goods into a deliverable state
shall be borne by the seller. [Sec. 36 (5)]
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9. DELIVERY OF WRONG QUANTITY (SEC.37)
(i) Delivery of goods less than contracted for – Where the seller delivers to the buyer a quantity of goods less than he
contracted to sell, the buyer may:
(i) reject the goods, or (ii) accept the goods. If he accepts them, he shall pay for them at the contract rate.
Ex. Delivered 90 bales instead of 100 @ Rs. 1000 per bale …………
(ii) Delivery of goods in excess of the quantity contracted for – Where the seller delivers to the buyer a quantity of goods
larger than he contracted to sell, the buyer may
(i) accept the whole; or
(ii) reject the whole, or
(iii) accept the quantity he ordered and reject the rest.
If the buyer accepts the whole of the goods so delivered, he must pay for them at the contract rate.
Ex. Delivered 110 bales instead of 100 @ Rs. 1000 per bale …………
Note: If the buyer rejects the goods, on the ground of larger or smaller quantity of goods, seller can tender again to the buyer the
contracted quantity within the time limit and in accordance with the terms of contract.
(iii) Delivery of goods contracted for mixed with other goods – Where the seller delivers to the buyer the goods he contracted
to sell mixed with goods of a different description, the buyer
may accept the goods which are in accordance with the contract and reject the rest, or may reject the whole.
Ex. A contracts with B to buy 100 tons of cane sugar. A delivers to B 75 tons of cane sugar and 25 tons of beet sugar. A may
either (i) accept 75 tons of cane sugar which is in accordance with the contract, and reject 25 tons of beet sugar which is of a
different description, or (ii) reject the whole sugar.
10. Installment deliveries –: Unless otherwise agreed, the buyer is not bound to accept delivery in installments. The rights and
liabilities in cases of delivery by installments and payments thereon may be determined by the parties of contract. (Section 38)
11. Delivery to carrier – Subject to the terms of contract, the delivery of the goods to the carrier for transmission to the buyer, is
prima facie deemed to be delivery to the buyer. [Section 39(1)]
12. Deterioration during transit – Where goods are delivered at a distant place, the liability for deterioration necessarily incidental
to the course of transit will fall on the buyer, though the seller agrees to deliver at his own risk. (Section 40)
Ex. P sold to Q a certain quantity of iron rods which were to be sent by canal at the request of Q. The iron rods were clean and
bright when it were shipped but became rusted before it reached the buyer. The rust of the rod was so minimal and was not
effecting the merchantable quality and the deterioration was not necessarily incidental to its transmission. It was held that Q
was bound to accept the goods.
13. Buyer's right to examine the goods – Where goods are delivered to the buyer, who has not previously examined them, he is
entitled to a reasonable opportunity of examining them in order to ascertain whether
they are in conformity with the contract. Unless otherwise agreed, the seller is bound, on request, to afford the buyer a reasonable
opportunity of examining the goods. (Section 41)

Rule related to Acceptance of Delivery of Goods (Section 42) – Acceptance is deemed to take place when the buyer-
(a) intimates to the seller that he had accepted the goods; or
(b) does any act to the goods, which is inconsistent with the ownership of the seller, or
(c) retains the goods after the lapse of a reasonable time, without intimating to the seller that he has rejected them.
Buyer not bound to return rejected goods (Section 43) – Unless otherwise agreed, where goods are delivered to the buyer and
he refuses to accept them, having the right so to do, he is not bound
to return them to the seller, but it is sufficient if he intimates to the seller that he refuses to accept them.
Liability of buyer for neglecting or refusing delivery of goods (Section 44) – When the seller is ready and willing to deliver the
goods and requests the buyer to take delivery,
and the buyer does not within a reason able time after such request take delivery of the goods, he is liable to the seller for any loss
occasioned by his neglect or refusal to take delivery and also for a reasonable charge for the care and custody of the goods.
Provided further that nothing in this section shall affect the rights of the seller where the neglect or refusal of the buyer to take
delivery amounts to a repudiation of the contract.