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Remedies of the buyer and seller 201

to treat the contract as terminated. (This remedy is not available for breach of warranty.)
However, once the buyer has ‘accepted’ the goods the right to treat the contract as termin-
ated for breach of condition will be lost. The right to damages will, however, remain even
after the goods have been accepted. Acceptance is therefore an important matter which
needs to be considered in some detail.

Acceptance by the buyer

If the seller has breached a condition, or if the seller has repudiated the contract, then the
buyer has a right to reject the goods and to terminate the contract. This right to reject can be
exercised even if the buyer has taken delivery of the goods and even if ownership of the
goods has passed to the buyer. A buyer who rejects the goods does not need to return
the goods physically to the seller. All the buyer has to do is let the seller know that the
goods are rejected, and to make them available for collection by the seller. If the buyer does
properly reject the goods, then the seller can be sued for damages for non-delivery. A buyer
with the right to reject the goods may choose instead to accept the goods and to sue the
seller for damages for breach of warranty.
Section 11(4) of the SGA 1979 provides that a buyer who has accepted the goods will no
longer be able to treat the contract as terminated and to reject the goods, even if the seller
has breached a condition. The buyer’s right to damages will remain. The rule in s. 11(4)
applies whether the breach of condition was caused by delivering the wrong quantity of
goods or by breaching one of the terms implied by ss. 13–15 SGA.
Section 35 SGA 1979 sets out three ways in which the buyer can be deemed to have
accepted the goods. These ways are as follows:

(i) The buyer indicates to the seller that the goods are accepted.

(ii) After the goods have been delivered to the buyer, the buyer does any act which is incon-
sistent with the seller still owning the goods. So if the buyer physically altered the
goods or consumed them this would be regarded as acceptance, because to do these
things would be inconsistent with the seller still owning the goods. If the buyer resells
the goods to a sub-buyer, or gets a third party to repair the goods, either of these actions
could amount to acceptance (but would not necessarily amount to acceptance).
Furthermore, reselling the goods or getting them repaired will not amount to accept-
ance unless the buyer has had a reasonable opportunity to examine the goods.

(iii) The buyer keeps the goods for more than a reasonable time, without letting the seller
know that the goods are rejected.

Example

Billy buys a second-hand motorbike from Sarah’s garage. The motorbike is not of satisfac-

tory quality and therefore s. 14(2) SGA 1979 has been breached. This breach is a breach of

condition and so Billy can reject the motorbike and terminate the contract, as well as claim

damages. Billy can reject the motorbike even though it has been delivered to him and even

though ownership has passed to him. If Billy told Sarah that he was aware of the defects but

was still accepting the motorbike, then he could still claim damages but could not reject the

motorbike. Similarly, Billy could not reject the motorbike if he had sprayed it a different

colour or if he waited six months before letting Sarah know that he was rejecting it.

When goods are delivered to a buyer who has not already examined them, the buyer
cannot lose the right to reject by indicating to the seller that the goods are accepted, unless