buyer, delivery of goods to a carrier is not delivery to
the buyer.
Time of delivery (ss 29(3) and 37)
The parties may have fixed a delivery date. Failure to
make delivery by that date is a breach of condition,
which entitles the buyer to repudiate the contract and
sue for non-delivery (see later). Where the seller agrees
to send the goods and no time for sending them has
been agreed, he must despatch them within a reasonable
time (s 29(3)). A demand for delivery by the buyer or an
offer of delivery by the seller will not be valid unless
made at a reasonable hour (s 29(3)). What is reasonable
is a question of fact. If the seller is ready and willing to
deliver the goods and he requests the buyer to take deliv-
ery, but the buyer does not comply with the request
within a reasonable time, the buyer will be liable for any
resulting loss and a reasonable charge for the care and
custody of the goods (s 37).
Delivery of the wrong quantity (s 30)
If the seller delivers a smaller quantity than ordered, the
buyer may reject the consignment, but, if he decides to
accept the goods, he must pay for them at the contract
rate. If the seller sends a larger quantity than agreed, the
buyer has the following choices:
■he may accept the goods he ordered and reject the
rest;
■he may reject the lot;
■he may accept the whole consignment, paying for the
extra goods at the contract rate.
If the seller delivered the wrong quantity, the buyer
used to be entitled under s 30 to reject the whole con-
signment no matter how slight the excess or shortfall.
The buyer’s rights were only qualified by the applica-
tion of the legal maxim de minimis non curat lex– the
law does not concern itself with trifling matters. Thus,
in Shipton, Anderson & Co Ltdv Weil Bros & Co Ltd
(1912) an excess of 55 lb in relation to a contract for
4,950 tons of wheat was held to be such a microscopic
deviation from the contract specifications that it did not
entitle the buyers to reject the whole consignment. The
Law Commission considered the buyer’s right to reject
when the wrong quantity is delivered in its Report on the
Sale and Supply of Goods(1987). It recommended that
in non-consumer contracts the buyer should not be
entitled to reject where the shortfall or excess delivered
is so slight that rejection would be unreasonable. This
recommendation is given effect by the Sale and Supply
of Goods Act 1994. Section 30(2A) of the Sale of Goods
Act 1979 now provides that a commercial buyer may not
reject goods for delivery of the wrong quantity where the
seller can show that the excess or shortfall is so slight
that it would be unreasonable for the buyer to reject the
goods.Delivery by instalments (s 31)
Unless otherwise agreed, the buyer is not bound to
accept delivery by instalments (s 31(1)). The parties
may, of course, agree that the goods are to be delivered
in stated instalments. A breach of contract may occur in
respect of one or more instalments (e.g. the seller may
deliver goods which are unsatisfactory or the buyer may
refuse to take delivery of an instalment). Clearly, the
injured party will be able to sue for damages, but the
question then arises whether he is also entitled to repu-
diate the contract. The answer depends on whether the
contract is indivisible or severable. A contract is usually
treated as being severable if each instalment is to be sep-
arately paid for.1 Indivisible contracts (ss 11(4) and 35(A)).The gen-
eral rule used to be that if the buyer accepted some of the
goods he was deemed to have accepted all of them and
had no right to reject part of the goods. In practice, this
meant that where delivery was by instalments a buyer
could repudiate the whole contract where the breach was
in respect of the first instalment, but where the breach
occurred in the second and subsequent instalments his
rights were limited to an action for damages. The only
exception to this rule was where the seller delivered
unwanted goods of a different description to those in the
contract. In this case the buyer could accept the contract
goods and reject the unwanted goods or reject all the
goods (s 30(4)). This right of partial rejection did not
apply where part of the goods were defective.
The Law Commission in its Report on the Sale and
Supply of Goods(1987) recommended that there should
be a right of partial rejection where the goods are not in
conformity with the contract. This recommendation is
implemented by the Sale and Supply of Goods Act 1994.
A new s 35A of the Sale of Goods Act 1979, which also
applies to instalment contracts, provides that where a
buyer has accepted some of the goods, he will not lose
his right to reject the goods because of his acceptancePart 3Business transactions