Overview of Sales of Goods Act (SOGA)
The regulation governing sale of goods in Nigeria is composed of English Law and Statute referred to as The Sale of Goods Act, 1893. Before Nigerian independence, diverse Acts of British Parliament have been made for or promulgated to Nigeria which changed into a British colony. In order words, states of the Northern and Eastern areas and Lagos state are currently using the Sale of Goods Act, 1893
By the provision of S.1(1) of the Sales of Goods Act, a settlement of sale is one wherein a dealer transfers or has the same opinion to switch the assets or items to the client for cash referred to as the price. An agreement of sale can be absolute or conditional; S.1 (2) SOGA. A settlement of sale may be an outright sale or a settlement to sale. It is an outright sale if by the point the agreement is made; the products are transferred from the vendor to the consumer.
It is a settlement to sell if by the point the agreement is made, the products are to be transferred at a future date or upon the achievement of a few situations; S.1 (3) SOGA. A settlement to sell might emerge as a sale whilst the time for transport elapses or the situations are fulfilled; S.1 (4).
Validity of an agreement of Sale of Goods
An agreement on the Sale of products is, first and foremost, an agreement and through section 2 of the Sale of Goods Act, is regulated first of all through the overall regulation of agreement and, secondly, with the aid of using the regulation of acquisition and switch of belongings. An enforceable settlement ought to be legitimate with reference to ability of parties involved; mode of agreement with regards to whether or not it’s oral, written, or via way of means of deed. An agreement which does not fulfill those applicable necessities can be void or unenforceable.
The demand for an agreement of sale of products is the fees which have to be expressed in financial terms. S.8(1) of the Sale of Goods Act gives that the charge in a settlement of sale can be constant through the agreement, or can be left to be constant in a way thereby agreed, or can be decided with the aid of using the route of dealing among the parties involved. Where the fee isn’t decided according with the foregoing, the purchaser need to pay an inexpensive charge.
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Accordingly, the fee in an agreement of sale can be constant
- Via way of means of the parties involved, or
- Can be left to be constant in a way furnished by the way or means of the agreement, e.g., with the aid of using valuation or an arbitration.
Formation of an Agreement of Sale
By distinctive feature of the provisions of S.3 of the Sales of Goods Act, no formality is needed for the formation of a settlement of sale. It can be written or oral or a combination of both. It may also be concluded with the aid of using the behavior of the parties involved to the agreement. It is but supplied that this provision shall not have an effect on the regulation referring to a corporation.
Essentials of an Agreement of Sale
The following are important necessities for the formation of agreement of sale of goods:
- Two Parties: In an agreement on the market of products, there should be parties involved present; the client and the vendor.
- Offer and Acceptance: Another vital element for an agreement of sale is offer and acceptance. The offer comes from the client and the acceptance comes from the vendor.
- Consent: An agreement of sale wherein one of the parties involved is under duress might not be legitimate. The parties involved must be aware about what they’re doing and that they have to consent to it.
- Capacity: By the provisions of S.2 SOGA, ability to agreement in income of products is ruled via way of means of the overall regulation referring to ability to agreement.
- Price: The fee in an agreement of sale of products. The rate is commonly in economic terms.
- Time: If there’s no stipulation as to the time for transport, through the provisions of S.29(2) it’s far said that the products have to be introduced inside an affordable time.
- Goods: By the provisions of S.62 (1) of the Sales of Goods Act, items had been described as chattel non-public aside from money. Under the Act, items had been extensively labeled into: specific goods, existing goods, future goods, unascertained goods and ascertained goods.
- Specific goods: are items which have been actually recognized and agreed upon on the time of the settlement of sale; S.62 (1) SOGA.
- Existing goods: are items which the vendor already possesses on the time of the agreement of sale; S.5 (1) SOGA.
- Future goods: They aren’t in the ownership of the vendor on the time of the settlement. They are added to the client at a future date; S.5 (1) SOGA.
- Unascertained goods: are those who aren’t but specified. They are generally bought with the aid of using descriptive terms for that elegance of products.
- Ascertained goods: like precise items, are the ones which have been recognized at the time of the settlement.
Conditions and Warranties
Conditions are the terms of a settlement of sale which if breached, might result in the repudiation of the agreement. Warranties, on the opposite hand, are the terms the breach of which might supply upward push to the fee of damages and not the repudiation of the agreement; S.11 (1). To decide if an assertion is a situation or assurance interest need to be paid to the development of the settlement.
Generally, situations are essential terms whilst warranties are minor terms in the settlement of sale. A warranty is a declaration made through the vendor in an agreement of sale typically as a way to trap the purchaser.
Effect of the Agreement
Basically, the impact of this agreement of sales of goods can be examined in the sale of goods amidst the 2 groups entailed in the agreement formation. The basic regulation, now composed in the Sale of Goods Act S.23 (SGA) is comprehended as the nemo dat rule. A connotation of this regulation in the law pertaining to the sale of goods is nemo dat quod non habet – precisely means “nobody offers an item he does not own.”
The saying, “exchange of equity or ownership in product” simply is explained as the transfer of ownership of the product. Equity in product differs from ownership of products. Ownership refers to the possession or control over that product or commodity. The equity may therefore pass from the vendor to the client however, the equity may be under the control of the vendor either as owed or unsettled vendor or as a Bailee for the client.
In alternative scenario, the equity in products may nevertheless be with the vendor though the products may be under the control of the client or his envy or a conveyance for dispatch to the client. The exact period at which equity in products moves from the vendor to the client is highly essential from several perspectives
Performance of the Agreement
It is the vendor’s function to release the property and that of the client to receive and make due payment for them in consonance with the dictate of the agreement of trade” S.28. Therefore, the doing of an agreement of trade implies release of property by the vendor and the receiving of the released property and paying for them by the client in consonance with the agreement. The groups are unrestricted to give or state any criteria they like in their agreement about the period, location and way of release of the property, receiving and paying attached rate.
Delivery or Release
The release of a property is willful exchange of ownership of property amidst people S.2. If exchange of ownership is not willing, there is no release. Regulation as to release of property is found in S.30 of the Sales of Goods Act.
S.36 states that the client is considered to have received the products in the respective conditions.
- When he tells the vendor that the has received the products
- If the products were released to him, and he doesn’t perform as expected towards the products, which is incompatible with the possession of the vendor.
Rights of Unpaid Vendor
The vendor of a product is considered to be an unpaid vendor according to S.39(1)(a) that the total amount are yet to be paid or presented or (b) that a statute of trade or some other unobstructed equipment has been accepted as a situational fee I.e. accountable to the combination of it which have as well been disrespected. An unpaid vendor has got a double layered right which are:
- An unpaid vendor’s right against the product
- An unpaid vendor’s right personally against the client.
Rights of unpaid vendor against the goods:
The unpaid vendor has got the successive rights and privileges against the product irrespective of the information that the good or equity in the product has been transferred to the client S.40(1)
- Privilege of Lien
- Privilege of blockage of products in shift
- Privilege of resale
Rights or freedom of Unpaid Vendor against the Client Personally:
An unpaid vendor is having three freedom of activity against the client. If equity in products has authorized to the client or if the trade rate can be paid on a certain day, even if the equity in the product has not been ratified, and the client unknowingly abandons or rejected paying the rate with respect to the phrase of the agreement, the vendor is entitled to prosecute the client for the rate, notwithstanding of the release of the products.
Suit for Breach of Agreement
The client possesses the following freedom against the vendor for violating agreement
- Suits for havoc for refusal to deliver S.51
When the vendor carelessly disregards or declines to delivering the products to the client, the client may prosecute the vendor for havoc for refusal to deliver. The extent of having is the calculated casualty instantly or generally occurring, in the normal circuit of circumstances, from the vendor’s violation of agreement.
- Suit for precise execution S.52
In a situation where there is violation of an agreement for trading, or specific or determined product, the client can document a suit for the precise execution of the agreement. This solution is optional and can only be consented to when havoc would not be a reasonable solution e.g. the scenario of the agreement is for unusual products.
- Suits for havoc or violation of guarantee
In a violation of guarantee by the vendor, or where the client appoints or is forced to deal with violation of situation of violation of guarantee or warranty, the client is authorized to document a suit for havoc if the rate has been paid. Otherwise, if the client is yet to pay the due rate, he may request the vendor for a satisfactory deduction in the rate.
- Suits for rejecting an agreement and for havoc for violation of situation
A violation of situation authorizes the client to deal with the agreement as rejected. Thus, where there exists a situation of violation by the vendor, the client is authorized to document a suit for renouncing of agreement. He might as well allege havoc for casualty incurred on the ground that the total agreement is damaged and the vendor is guilty of not release.