Keenan and Riches’BUSINESS LAW

Chapter 10Contracts for the supply of goods and services

where there is a breach in respect of some or all of the
goods. Section 30(4) is repealed.

2 Severable contracts (s 31(2)).Whether a breach in
relation to one or more instalments will entitle the in-
jured party to repudiate the whole contract depends ‘on
the terms of the contract and the circumstances of the
case’. If the contract is silent on the matter, the courts
apply two main tests:

■the size of the breach in relation to the whole con-
tract; and
■the likelihood that the breach will be repeated.

them to check that they were in accordance with the

terms of the contract. The Law Commission’s Report on

the Sale and Supply of Goods(1987) identified a number

of problems relating to the rules on acceptance:

1 the rules of acceptance applied to contracts of sale only

and not to other contracts for the supply of goods;

2 the right to reject could be easily lost before defects

became apparent, e.g. in Bernsteinv Pamsons Motors

(Golders Green) Ltd(1987) the purchaser of a new car

lost the right to reject it after three weeks’ use;

3 buyers have lost the right to reject the goods before

they have had a chance to examine them because they

have signed an ‘acceptance note’;

4 it was unclear whether a buyer would lose his right to

reject if he asked the seller to repair defective goods;

5 it was unclear what amounted to an act inconsist-

ent with the seller’s ownership for the purpose of

acceptance.

The Law Commission made a number of recommen-

dations in relation to rules on acceptance, which have

been implemented by the Sale and Supply of Goods Act

1994. An amended s 35 retains the three ways of accept-
      ing the goods (set out above), but adds the following
      qualifications:
      1 a consumer cannot lose his right to reject the goods
      by agreement unless he has had a reasonable oppor-
      tunity to examine them (s 35(3)), i.e. a consumer
      cannot be deprived of his right to examine the goods
      by means of an acceptance note;
      2 a material factor in deciding whether goods have been
      accepted after the lapse of a reasonable time is whether
      the buyer has been given a reasonable opportunity to
      examine the goods (s 35(5));
      3 a buyer is not deemed to have accepted the goods
      because he has asked for or agreed to a repair or where
      the goods have been sold or given to a third party
      (s 35(6));
      4 where a buyer accepts goods which are part of a larger
      commercial unit, he is deemed to have accepted all
      the goods which make up the commercial unit, e.g. if
      you buy a pair of shoes and accept one shoe, you will
      be deemed to have accepted the pair.
      The effect of some of the changes to the rules relating
      to acceptance contained in s 35 brought about by the
      Sale and Supply of Goods Act 1994 were considered in
      the following cases.

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Maple Flock Co Ltdv Universal Furniture

Products (Wembley) Ltd(1934)

The sellers agreed to deliver 100 tons of flock by instal-

ments. The first 15 instalments were satisfactory but the

16th was not up to the required standard. The buyers

then took delivery of four more satisfactory loads before

refusing further deliveries. The court held that the buyers

were not entitled to repudiate the contract. The defective

flock constituted a small proportion of the total quantity

delivered and there was little likelihood of the breach

being repeated.

Acceptance (s 35)

The buyer is bound to accept the goods which the seller
delivers in accordance with the contract. If the goods do
not meet the requirements of the contract, the buyer will
have a claim against the seller. The remedies for breach
of a condition depend on whether the goods have been
‘accepted’. If the goods have not been accepted, the
buyer is entitled to reject the goods and claim his money
back. He may also bring a claim for damages. However,
if the goods have been accepted, the buyer loses his right
to reject the goods, although he can still claim damages.
What constituted ‘acceptance’ was set out in ss 34 and
35(1). Under these sections there were three ways in
which a buyer could accept the goods:

1 he could expressly tell the seller that he had accepted
the goods (s 35(1)(a)); or
2 he could do something to the goods which was incon-
sistent with the seller’s ownership (s 35(1)(b)); or
3 he could retain the goods for a reasonable time without
telling the seller that he had rejected them (s 35(4)).
A buyer was not deemed to have accepted the goods
until he had had a reasonable opportunity to examine