COMMERCIAL LAW

1 . Discuss the duties of the seller and the buyer in the contract of sale. (25)

A contract of sale is defined as a contract whereby the seller transfers or agrees to transfer the

property in goods to the buyer for a money consideration, called the price. A contract of sale is the

binding agreement that acts as evidence that the ownership of goods has shifted from one person

to another. There are certain terms and conditions in a contract without which no contract can be

executed. Essentially, these terms and conditions are the rights and duties of the parties involved

that is the buyer and the seller to the contract which has to be fulfilled. The following summary is

going to confer the duties that the buyer and seller are expected to execute in a contract of sale.

A contract of sale consist of two people or more; seller and buyer, (Kaihiva, 2017). To begin with,

the primary obligations of the seller are to transfer the ownership of the goods and deliver them to

the buyer. To do this successfully, the buyer and seller must agree on a meeting place, time and

date where the transfer will be conducted. If the sales contract does not specify a time of delivery,

the seller should deliver the goods within a reasonable time after the contract has been made. After

the seller performs these duties, it becomes the duty of the buyer to accept the goods and pay for

them in accordance with the terms of the contract. However, if the seller does not send, as per the

contract, the right quantity or type of goods to the buyer, the buyer can reject the goods.

Payment of goods may be done prior delivery or upon delivery especially if it is a cash sale. For

other types of payment, delivery of goods is as per agreement for instance, in the case of fixed

assets such as houses or stands, the seller may offer a payment plan and may transfer ownership

of the asset to the buyer after a certain installment. The buyer is therefore mandated to pay the

balance within the stipulated timeframe according to the contract. The buyer has the right and duty
to sue the seller if they fail to deliver the goods as agreed and the seller will be mandated to pay

for damages of non-delivery, (Turza, 2021). Often times, the amount of damages will be the

difference between the contract price and the market price of the goods. Hence, the first and most

important duty of the seller and the buyer in a contract of sale is to make sure that goods are

successfully transferred from one party to the other and this is made possible if both parties keep

their end of the arrangement as far as delivery is concerned.

Moving on, the next aspect to be discussed is the risk of deterioration in the goods being sold. If

the seller agrees to deliver the goods at an agreed time and location and the goods happen to

deteriorate while in transit, they claim responsibility and the buyer has the right to reject the

damaged goods, (Turza, 2021). Examples of such goods could be perishable products such as food

stuffs and breakable items such as glass. Hence it is important that the seller ensures that the goods

are safe and are in good condition and they should not just rush to agree with the buyer if the

conditions of sale are not conducive as this will result in great loss.

For instance, if a seller is a farm owner who secured a client of tomatoes residing two hundred and

fifty kilometers away from their farm, they have to consider the distance they will have to travel

in order to reach the buyer and also physical aspects such as the weather. The reason being in hot

weather, by virtue of tomatoes being perishable, they are bound to spoil. By the time they reach

the buyer, most of the goods would have been damaged which then impacts a loss on the side of

the seller. Hence in such a case, the seller has to be very strategic in how the transfer of product is

going to happen for instance they may devise a packing strategy that ensures that the tomatoes are

not closely packed together so as to minimize the amount of heat that might affect them. Therefore,

another duty of the seller is to ensure that the products reach the buyer in good condition otherwise
they will have to suffer the risk of deterioration of goods. It is also the duty of the seller to put the

goods in a deliverable state so as to allow the buyer to collect them without a lot of challenge.

Moving on, another duty of the buyer in a contract of sale is compensation, (Kaihiva, 2017). In the

event that the buyer has second thoughts about buying the goods or wrongfully rejects the delivered

goods, they have to compensate the seller for damages for non-acceptance. Hence, if the buyer

decides that they no longer wish to purchase the goods, they should inform the seller way in time

of their new decision so that the seller looks for another client well in time. In addition, when the

seller is ready for delivery of goods, the buyer needs to ready to collect the delivery. In the event

that an accident occurs due to the negligence of the buyer, he or she is responsible for

compensating, (Shaheen, 2020). If the buyer does not show up for collection at the stipulated time,

this might result in the damage of goods or theft and this will be pinned on the buyer. In addition,

if the buyer decides to change location and time of collection of goods, it is their duty to pay for

the damages that might befall the goods thereon. Therefore it is imperative that the buyer is ready

to receive the products as per agreement and they also inform the seller well in time in the event

that they change their minds regarding buying the goods.

Furthermore, it is the duty of the buyer to examine the goods for ascertaining whether they are in

conformity with the contract. The buyer has to ensure that the goods they are collecting from the

seller are the ones that they requested for and are in the right condition. The seller is mandated to

agree to this examination. Methods of delivery of goods differ according to type of goods and

according to agreement. If the contract of sales gives the seller permission to deliver the goods in

installments, the buyer is expected to accept delivery of the goods in installments and pay for them,

in accordance with the contract, (Saheen, 2020). Simultaneously, the seller is expected to deliver
the goods within the agreed timeframe. Failure to do so gives the buyer the right to sue the seller

in that regard.

To add on, it is the duty of the seller to ensure that the goods supplied conform to the stated

conditions and warranties. In the case of a breach of warranty on the part of the seller, it is the duty

of the seller to pay the buyer for damages. In addition, the seller has to ensure that the products

they are selling are not in a possession of a third party at the time of sale. This means that the seller

should convey the title of the goods free from any security interest or other claim, unless the buyer

was aware at the time of the sale that other persons had a claim to the goods, (Accounts Learning,

2021). An example can be given of the case between Madzima and Mate in 2017 over a stand sale

whereby the plaintiffs, Madzima, sold a stand which they had partially paid for. The stand was still

in the name of the original owner who then sold the stand to another party without the knowledge

of the plaintiff. Mate, the defendant, only got to know of this after they had already purchased the

stand from the plaintiff following the failure for the stand to be placed in to their name due the fact

that it still belonged to a third party. Henceforth, the plaintiff was supposed to reimburse the

defendant as according to the terms of a contract of sale.

Lastly, another duty of the seller is to ensure that they inform the buyer if they decide they are no

longer delivering the goods in the stipulated timeframe or if they decide they are completely no

longer delivering the goods. Failure to deliver the goods as per agreement is known as a breach of

contract and in the case of a breach of contract where the buyer has already made payment, the

price has to be refunded to the buyer and the buyer has a right to claim interest on the amount.

Conclusively, it is imperative that both buyer and seller are aware of what is expected of them as

they sign a contract of sale to avoid scenarios whereby the other party is duped by another due to

ignorance. A contract of sale should also be very solid and should not have any mistakes that may
invalidate its terms. Henceforth, it is important for buyers and sellers to ensure that they meet their

end of the agreements so as to maintain cordial relationships amongst each other.

Reference List

Accounts Learning, (2021) Rights and Duties of Buyer in a Contract of Sale, Contents for

management studies

Kaihiva, U., (2017) Commercial Law, Namibia University of Science and Technology

High Court of Zimbabwe (2017) Case of Collin Nhamo Madzima versus Dorris Runesu Mate,

Harare

Shaheen, (2020) Rights and Duties of Buyer and Seller, Law with Shaheen

Turza, (2021) Duties of sellers and buyers of goods, talk for biz