What are Expressed and Implied Conditions?
Section 12(2) of Sales of Goods Acts (1932) explains that express and implied conditions help one to get a clear and good contract. A condition is a matter which always needs to be clearly specified to the seller. Conditions can be both implied or expressed. The express and implied condition also helps the formulation of a diverse contract which is extremely essential. A buyer has the right to know the conditions beforehand so that he or she can refuse to accept goods during its delivery if the conditions mentioned in the contract are not fully or partially satisfied. Express and implied conditions help a buyer to make decisions regarding the purchase and hence a sense of security in the matter of purchase. They in fact give warranties to the buyer as per their demands.
Express and Implied Conditions
According to Section of Sales of Goods Acts (1932), 'A condition is a stipulation essential the main purpose of the contract, the breach of which gives rise to a right to treat the contract as repudiated. Condition is a crucial matter in a sale agreement that is specified by a buyer to the seller.
Conditions, in terms of sale, can be of two types. It can either be implied conditions or expressed.
A buyer has the right to refuse to accept goods during its delivery in case of any discrepancy with the pre-discussed conditions in a contract. Express and implied conditions and warranties help to formulate a lucid, clear, as well as detailed contract. This, in turn, enables a buyer to make better decisions regarding the purchase. Express and implied conditions can be said to be a warranty as per the buyer's demands.
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Implied Conditions in a Contract of Sale
An implied condition is when it is neither written nor declared by any party but is automatically implied by law. Unless a contrary agreement is made, these conditions continue to be valid on a sale transaction. Section 14 to 17 under the Sale of Goods Act, 1930 provides implied condition definition along with its types.
Condition as to Title
Each contract of sale, irrespective of the product type, has to follow two conditions that are implicit in an agreement-
In case of a sale, a person has the right to sell the products.
In case of an agreement to sell, a person has the right to sell the products when the property is to be passed. The buyer also has the right to reject the goods and claim its price if it turns out to be defective.
Say, a particular person buys a car from a seller who illegally possesses it. If after a few months, the legal owner of the car claims his property back, the buyer would be bound to return it to him. However, in such cases, he has the right to file a lawsuit against that seller and recover the selling price from him. All these intricacies might not be embodied in any contract, but are by default, present as implied conditions.
Condition as Per Description
If a product does not stand up to its description or specifications, the buyer can refuse to accept it. This provision is mentioned in Section 15 of the Sale of Goods Act.
For example, if a piece of clothing does not match its description, a buyer can claim its price back. He or she has the right to reject it in the context of implied conditions that it did not match the description given by the seller.
Condition as to Sale by Sample
When products are sold in bulk, a seller often provides a sample product to the buyer for him to judge its quality. Once the buyer is convinced with the sample, he goes on to buy more of it. Implied conditions in a Contract of Sale of Goods sold on the basis of a sample are: When products are sold in bulk, a seller often provides a sample product to the buyer for him to judge its quality. Once the buyer is convinced with the sample, he goes on to buy more of it. Implied conditions in a Contract of Sale of Goods sold on the basis of a sample are:
The bulk of products sent later must exactly match the sample.
The buyer has the right to compare the bulk of products with the sample and must not be deprived of it.
The goods sent after the sample product must be defect-free, just like the sample.
For example, a shoe manufacturer sends a perfect shoe sample to the seller. But at the time of delivering the actual order, he delivers shoes of poorer quality. According to the conditions implied in a Contract of Sale of Goods, the seller can claim a refund as well as a compensation price for the damage caused.
Sale by Sample as well as a Description
When products are sold through the sample as well as description, the seller is liable to provide goods that abide by the description as well as correspond to the sample.
Condition Referring to the Quality or Fitness of a Product
There are usually no implied conditions on the quality or fitness of goods which are being sold for a specific purpose. However, the quality of a product and its reasonable fitness is implied when a buyer purchases it from the seller. Here, implied in fact conditions are as follows:
If a buyer had already expressed his purpose of purchase.
If a buyer trusted the judgement of the seller.
If a seller runs a business of supplying goods of the concerned description and quality.
Condition as Per Merchantability
This implied condition is applicable only when the goods are of 'merchantable quantity' or are saleable under reasonable conditions.
Condition Based on Wholesomeness
When it comes to eatables, certain implied conditions apply to it. It is related to wholesomeness as well as the merchantability of such products. If a customer ends up facing health issues after consuming any edible product, he can sue the seller and claim compensation.
Express Conditions
Unlike the implied conditions of the Sale of Goods Act, expressed conditions are the ones that are mentioned or specified in a contract of sale. It is included in a contract on the mutual agreement of both the parties (buyer and the seller).
Expressed conditions differ from implied conditions because of the fact that expressed conditions are the conditions that have to be mentioned or specified in an agreement or contract of sale prepared between both the buyer and seller.
Condition Based on Wholesomeness
When it comes to eatables, certain implied conditions apply to it. It is related to wholesomeness as well as the merchantability of such products. If a customer ends up facing health issues after consuming any edible product, he can sue the seller and claim compensation.
Implied Conditions
Implied conditions are those conditions that even when not expressed in words or written in the contract are considered to be warranted by the law to be present in the sales contract. In fact, they are automatically implied by law unless any agreement contrary to it is prepared by both parties.
FAQs on Express and Implied Conditions in Contract Law
1. What are express and implied conditions in a contract of sale?
In a contract of sale, a condition is a stipulation essential to the main purpose of the agreement. Express conditions are those that are explicitly agreed upon, either verbally or in writing, by both the buyer and seller. In contrast, implied conditions are not explicitly mentioned but are presumed by law to be part of the contract, ensuring basic rights and quality standards as per the Sale of Goods Act, 1930.
2. What is the main difference between an express condition and an implied condition?
The main difference lies in their origin. Express conditions are created by the parties involved in the contract and are specifically stated. Implied conditions are imposed by law and are automatically part of the contract unless the parties expressly agree to exclude them. An express term can override an implied one if it is clearly stated and agreed upon.
3. What are the key types of implied conditions under the Sale of Goods Act, 1930?
The Sale of Goods Act, 1930, includes several important implied conditions to protect the buyer. The key types are:
- Condition as to Title: The seller has the right to sell the goods.
- Condition as to Description: The goods must correspond with the description provided by the seller.
- Condition as to Sale by Sample: The bulk of the goods must match the quality of the sample shown.
- Condition as to Quality or Fitness: The goods must be reasonably fit for the purpose specified by the buyer.
- Condition as to Merchantability: The goods must be of a quality that makes them sellable under that description.
- Condition as to Wholesomeness: In the case of eatables, they must be fit for human consumption.
4. Can you provide a real-world example of both an express and an implied condition?
Certainly. An example of an express condition is when a buyer tells a car dealer, "I will only buy this car if you install new leather seats before delivery." This becomes a specific, stated condition of the sale. An example of an implied condition is buying a new smartphone. The law implies that the seller has the legal right to sell it (condition as to title) and that the phone will function as a phone (condition as to merchantability), even if these points are not written in the sales receipt.
5. Why is it important for a buyer to understand implied conditions if they are not written in the contract?
Understanding implied conditions is crucial because they act as a legal safety net for the buyer. These conditions ensure that goods meet a minimum standard of quality, fitness, and title, even if the seller makes no specific promises. For instance, if you buy a laptop that doesn't turn on, you have the right to a remedy under the implied condition of merchantability, protecting your investment and ensuring you receive what you reasonably paid for.
6. What happens if an express condition in a sales agreement contradicts a legally implied condition?
Generally, parties are free to set their own terms. An express condition can override or exclude an implied condition, provided it is clearly and unambiguously stated in the contract. For example, if a seller sells a used item "as is," this express term can negate the implied condition of quality or fitness. However, certain implied conditions, like the condition as to title, cannot be easily excluded, as it would defeat the entire purpose of the contract.
7. Under what circumstances can a breach of a condition be treated as a breach of warranty?
As per Section 13 of the Sale of Goods Act, a breach of condition can be treated as a breach of warranty in certain situations. This means the buyer loses the right to repudiate the contract and reject the goods but can still claim damages. This occurs when:
- The buyer voluntarily chooses to waive the condition and treat its breach as a breach of warranty.
- The buyer accepts the goods without protest, knowing the condition has been breached.
- The contract is indivisible and the buyer has accepted part of the goods.
