SALE OF GOODS ACT.

(e) "document of title to goods" includes any bill of lading, dock warrant, warehouse-keeper's certificate, warrant or order for the delivery of goods and any other document used in the ordinary course of business as proof of the possession or control of goods or authorising or purporting to authorise, either by endorsement or by delivery, the possessor of the document to transfer or receive goods represented by it;

(f) "fault" means wrongful act or default;

(g) "future goods" means goods to be manufactured or acquired by the seller after the making of the contract of sale;

(h) "goods" includes all chattels personal, other than things in action and money, and all emblements, industrial growing crops and things attached to or forming part of the land which are agreed to be severed before sale or under the contract of sale;

(i) "plaintiff" includes a defendant counterclaiming;

(j) "property" means the general property in goods, and not merely a special property;

(k) "quality of goods" includes their state or condition;

(l) "sale" includes a bargain and sale as well as a sale and delivery;

(m) "seller" means a person who sells or agrees to sell goods;

(n) "specific goods" means goods identified and agreed upon at the time a contract of sale is made;

(o) "warranty" means an agreement with reference to goods which are the subject of a contract of sale, but collateral to the main purpose of the contract, the breach of which gives rise to a claim for damages, but not to a right to reject the goods and treat the contract as repudiated.

(2) A thing is deemed to be done "in good faith" within the meaning of this Act when it is in fact done honestly, whether it be done negligently or not.

(3) A person is deemed to be insolvent within the meaning of this Act who either has ceased to pay his or her debts in the ordinary course of business or cannot pay his or her debts as they become due, whether he or she has committed an act of bankruptcy or not.

(4) Goods are in a "deliverable state" within the meaning of this Act when they are in such a state that the buyer would under the contract be bound to take delivery of them.

PART II
FORMATION OF THE CONTRACT.

CONTRACT OF SALE.

2. Sale and agreement to sell.

(1) A contract of sale of goods is a contract by which the seller transfers or agrees to transfer the property in goods to the buyer for a money consideration, called the price.

(2) There may be a contract of sale between one part-owner and another.

(3) A contract of sale may be absolute or conditional.

(4) Where under a contract of sale the property in the goods is transferred from the seller to the buyer, the contract is called a sale; but where the transfer of the property in the goods is to take place at a future time or subject to some condition to be fulfilled later, the contract is called an agreement to sell.

(5) An agreement to sell becomes a sale when the time elapses, or the conditions are fulfilled subject to which the property in the goods is to be transferred.

3. Capacity to buy and sell.

(1) Capacity to buy and sell is regulated by the general law concerning capacity to contract and to transfer and acquire property; but where necessaries are sold and delivered to an infant or minor, or to a person who by reason of mental incapacity or drunkenness is incompetent to contract, he or she must pay a reasonable price for the necessaries.

(2) In this section, "necessaries" means goods suitable to the condition in life of the infant or minor or other person, and to his or her actual requirements at the time of the sale and delivery.

FORMALITIES OF THE CONTRACT.

4. Contract of sale, how made.

(1) Subject to the provisions of this Act and of any Act in that behalf, a contract of sale may be made in writing (either with or without seal) or by word of mouth, or partly in writing and partly by word of mouth, or may be implied from the conduct of the parties.

(2) Notwithstanding subsection (1), nothing in this section shall affect the law relating to corporations.

5. Contract of sale for goods with a value of 200 shillings or more.

(1) A contract for the sale of any goods of the value of 200 shillings or more shall not be enforceable by action unless the buyer shall accept part of the goods so sold, and actually receive them, or give something in earnest to bind the contract, or in part payment, or unless some note or memorandum in writing of the contract is made and signed by the party to be charged or his or her agent for that purpose.

(2) This section applies to every such contract, notwithstanding that the goods may be intended to be delivered at some future time, or may not at the time of the contract be actually made, procured, provided, or fit or ready for delivery, or some act may be requisite for making or completing the goods or rendering them fit for delivery.

(3) There is an acceptance of goods within the meaning of this section when the buyer does any act in relation to the goods which recognises a preexisting contract of sale whether there is an acceptance in performance of the contract or not.

SUBJECT MATTER OF CONTRACT.

6. Existing or future goods.

(1) The goods which form the subject of a contract of sale may be either existing goods, owned or possessed by the seller, or goods to be manufactured or acquired by the seller after the making of the contract of sale, in this Act called "future goods".

(2) There may be a contract for the sale of goods, the acquisition of which by the seller depends upon a contingency which may or may not happen.

(3) Where by a contract of sale the seller purports to effect a present sale of future goods, the contract operates as an agreement to sell the goods.

7. Goods which have perished.

Where there is a contract for the sale of specific goods, and the goods without the knowledge of the seller have perished at the time when the contract is made, the contract is void.

8. Goods perished after agreement to sell.

Where there is an agreement to sell specific goods, and subse

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