Rules of Delivery

Johan ordered one hundred crates of orange from Berjaya Shn.Bhd. The goods are to be delivered on 10 December, 2013. Johan is not sure as to when the title to the goods will pass to him as nothing is stated in the contract of sale. He has approached you for advice and he also wishes to know the rules of delivery and acceptance. Since you are familiar with the law, you are required to advised him and at the same time make him understand as to why it is important to know when the title passes.

1. Rules of Delivery

A contract of sale of goods is a contract whereby the seller transfers or agrees to transfer the property in goods to the buyer for a price. It thus includes both an actual 'sale' and an 'agreement to sell', which has been distinguished later.

'Goods' means every kind of movable property other than actionable claims and money; and includes stocks and shares, growing crops, grass and things attached to or forming part of the land, which are agreed to be served from land before sale, or under for contract of sale.

A 'sale' must be distinguished from an 'agreement to sell' since the legal implications of the two terms are vastly different. A contract wherein, the property in the goods is transferred from the seller to the buyer, the contract is called a sale, but where the transfer of property in the goods is to take place at a future time, or subject to some conditions, thereafter to be fulfilled, it is called an agreement to sell. 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.

Whether it is for the buyer to take possession of the goods or for the seller to send them to the buyer is a question depending in each case on the contract, express or implied, between the parties. Apart from any such contract, goods sold are to be delivered