A sale of goods is the transformation of ownership of goods for a price from a seller to a buyer. It is a transaction performed between the parties on the basis of contract of sale of goods. In a Contract of sale of goods, there must be a change of ownership of goods or property. Ownership is a legal right of a person over the goods. Sale and an agreement to sale both are included in the contract of sale of goods that may be performed in the present or future. Contract of sale of goods is also a contract, so, it needs all the essential elements of valid contract, like capacity of parties, free consent, lawful objective, lawful consideration, intention to create a legal relationship etc.
A contract of sale of goods is also a special contract. We have not separate laws, but some provisions are incorporated under the chapter 7 of Nepal Contract Act, 2056. Similarly, Indian sale of goods Act, 1930 has made various provisions in context of India which closely follows the English sale of goods Act. Goods are the fundamental factors in a Contract of Sale of goods.
The term goods include every kind of movable goods or property, except money and actionable claim. Indian Sale of Goods Act, 1930 Section 2(7) stated that; the term good means movable property which may be sold or purchased. Thus, the goods that are movable include shares, patents, designs, copyright, car, crops, grass etc. Immovable property means which are not separated from the earth.
According to Nepal Contact Act, 2056 Section 40; 'Where a seller agrees to transfer any goods immediately or in future against the price of that goods, there is a contract of sale of goods.'
On the summing up of above discussion, we can define; A contract of sale of goods is a contract whereby the seller transfer or agree to transfer the property in goods to the buyer for a price.
Features of Contract of Sale of Goods
On the basis of its' meaning and definitions, the contract of sale of goods has some specific features or essentials. They are given below:
a. Two Parties: There must be two parties to form a contract of sale of goods as the seller and buyer. The party, who agrees to sell goods, is called seller and the party who buys such goods is called buyer. Under this contract, the good has to pass from seller to buyer under their free consent.
b. Transfer of Ownership: Ownership of goods must be transferred from seller to buyer according to the contact of sale of goods. Only transfer of possession is not a transfer of ownership. Generally, the owner has right to sell his property but in some exceptional case, the Bailee and finder of lost goods also can sale the goods in some extent.
c. Goods: Goods means every kind of movable property except money and actionable claim. Like; furniture, vehicles, clothes etc. The goods are the subject matter of the contract of sale of goods, so it is an important essential of this contract.
d. Price of goods: The price plays significant role for determination of consideration in the contract of sale of goods. It is determined by money or money is a consideration for a sale of goods that is why the price is another important essential features.
e. Sale and agreement to sell: The terms sale and agreement to sell is the different matter. When the goods are transferred from the seller to buyer immediately such contract is called the sale. But where the transfer of goods is to take place at future time or subject to some condition there after to be fulfilled such contract is called the agreement to sell.
f. Express and implied: The contract of sale of goods can be formed in expressed or implied both mode.
g. Terms of Contract of sale: The contract of sale of goods may be absolute or conditional. Place of delivery, place of payment, mode of payment or delivery of goods, time of payment or delivery may be the terms or conditions under the contract of sale of goods.
h. Essential elements of valid contract: Contract of sale is the special contract, so there must be the essential elements of valid contract.