Uganda
Sale of Goods and Supply of Services Act, 2018
Act 10 of 2018
- Published in Uganda Gazette 43 on 17 August 2018
- Assented to on 20 December 2018
- Commenced on 17 August 2018
- [This is the version of this document from 17 August 2018.]
Part I – Preliminary
1. Interpretation
Part II – Formation of contract of sale and supply of services
Contract of sale and supply of services
2. Sale and agreement to sell goods
3. Contract for the supply of services
4. Capacity to contract
Formalities of a contract
5. Making a contract of sale or supply of services
Subject matter of a contract
6. Existing or future 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 entered into, the contract is void.8. Goods perishing after agreement to sell
Where there is an agreement to sell specific goods, and subsequently the goods, without any fault on the part of the seller or buyer, perish before the risk passes to the buyer, the agreement is void.The price
9. Ascertainment of price
10. Agreement to sell goods or supply services at valuation
Conditions and warranties
11. Stipulations as to time
12. When condition to be treated as warranty
13. Implied terms as to title
14. Sale by description
15. Implied undertaking as to quality and fitness for purpose
16. Implied term as to quality of materials used in a contract for the supply of services
Where materials are used under a contract for the supply of services, there is an implied term that the materials will be sound and reasonably fit for the purpose for which they are required.Sale by sample
17. Sale by sample
18. Implied terms as to care and skill in supply of services contract
In a contract for the supply of services where the supplier is acting in the course of business, there is an implied term that the supplier will carry out the services with reasonable care and skill.19. Express terms not negative implied terms under this Act
An express warranty or condition shall not replace a warranty or condition implied by this Act.20. Modification of remedies for breach of condition in certain cases
21. Infringement of warranty
Unless otherwise agreed, where a seller who is a merchant ordinarily dealing in goods of the kind warrants that the goods shall be delivered free from any rightful claim of any third party by way of infringement of intellectual property rights, a buyer who furnishes specifications to the seller shall free the seller from any such claim which arises out of compliance with the specifications.Part III – Effects of contract of sale
Passing of property between seller and buyer
22. Property in unascertained goods
Where there is a contract for the sale of unascertained goods, property in the goods shall not pass to the buyer until the goods are ascertained.23. Undivided shares in goods forming part of a bulk
24. Presumption of consent by co-owner to dealings in bulk goods
25. Property in specific or ascertained goods passes when intended to pass
26. Rules for ascertaining intention as to time when property passes
Unless a contrary intention appears, the following are the rules for ascertaining the intention of the parties as to the time at which the property in the goods is to pass to the buyer—27. Risk prima facie passes with property
28. Reservation of right of disposal
Transfer of title
29. Sale by person not the owner
30. Sale under voidable title
When the seller of goods has a voidable title to the goods, but his or her title has not been avoided at the time of the sale, the buyer acquires a good title to the goods, if he or she buys them in good faith and without notice of the seller’s defect in title.31. Effect of theft or fraud on title of owner of converted goods
32. Seller or buyer in possession after sale
33. Effect of warrant of attachment or execution
Part IV – Performance of contract of sale and supply of services
34. Duties of seller, supplier and buyer
35. Payment and delivery are concurrent conditions
36. Rules as to delivery
37. Delivery of wrong quantity or description
38. Partial rejection of goods
39. Delivery by instalments
40. Delivery to carrier
41. Risk where goods are delivered elsewhere than at place of sale
Where the seller of goods agrees to deliver them at the seller’s own risk at a place other than that where they are when sold, the seller shall, unless otherwise agreed, take any risk of deterioration in the goods necessarily incidental to the course of transit.42. Buyer’s right of examining the goods
43. Acceptance
44. Buyer not bound to return rejected goods
Unless otherwise agreed, where goods are delivered to the buyer, and the buyer refuses to accept them, having the right to do so, the buyer is not bound to return them to the seller, and it is sufficient if the buyer intimates to the seller that he or she refuses to accept them.45. Liability of buyer for neglecting or refusing to take delivery of goods
46. Implied term as to time for performance of services
Where, under a contract for the supply of services by a supplier acting in the course of business, the time for the services to be carried out is not fixed by the contract, but is left to be fixed in a manner agreed by the contract or determined by the course of dealing between the parties, there is an implied term that the supplier will carry out the service within a reasonable time, and what is a reasonable time is a question of fact.Part V – Rights of buyer in respect of damaged goods
47. Right to repair or replace goods
48. Right to reduce purchase price or rescind contract
49. Relation to other remedies
Where the buyer requires the seller to repair or replace the goods, the buyer shall not reject the goods and terminate the contract for breach of condition until he or she has given the seller a reasonable time in which to repair or replace the goods.Part VI – Rights of unpaid seller against the goods
50. Unpaid seller defined
51. Rights of unpaid seller
Unpaid seller’s lien
52. Unpaid seller’s lien
53. Lien after part delivery
Where an unpaid seller has made part delivery of the goods, he or she may exercise his or her right of lien or retention on the remainder unless the part delivery has been made in such circumstances as to show an agreement by the seller of the goods to waive the lien or right of retention.54. Termination of lien
Stoppage in transit
55. Right of stoppage in transit
Subject to this Act, when the buyer of goods becomes insolvent, the unpaid seller who has parted with the possession of the goods has the right of stopping them in transit and resuming possession of the goods as long as they are in the course of transit and may retain them until payment or tender of the price.56. Duration of transit
57. Mode of stopping goods in transit
Resale by buyer or seller
58. Effect of sub-sale or pledge by buyer
59. Sale not generally rescinded by lien or stopping goods in transit
Part VII – Actions for breach of contract of sale and supply of services
Remedies of seller and supplier
60. Action for the price
61. Action for non-acceptance
Remedies of buyer
62. Action for non-delivery of goods or failure to supply services
63. Right to specific performance
64. Remedy for breach of warranty
65. Incidental and consequential damages
66. Interest and special damages
This Act shall not affect the right of the buyer or the seller to recover interest or special damages in any case where by law interest or special damages may be recoverable, or to recover money paid where the consideration for the payment of it has failed.Part VII – Miscellaneous
67. Variation of implied rights
Where any right, duty or liability would arise under a contract of sale or supply of services by implication of law, it shall not be negatived or varied by express agreement or by the course of dealing between the parties, or by usage.68. Reasonable time
Where, by this Act, any reference is made to a reasonable time, the question of what is a reasonable time is a matter of fact.69. Rights enforceable by action
Where any right, duty or liability is declared by this Act, it may, unless otherwise provided by this Act, be enforced by action.70. Auction sales
71. Power of Minister to amend Schedule
The Minister may by statutory instrument with the approval of Cabinet, amend the Schedule to this Act.72. Repeal
The Sale of Goods Act, Cap. 82 and the Bulk Sales Act, Cap. 69, are repealed.73. Savings
The provisions of this Act relating to contracts of sale do not apply to any transaction in the form of a contract of sale which is intended to operate by way of mortgage, pledge, charge or other security.History of this document
20 December 2018
Assented to
17 August 2018 this version
Commenced
Documents citing this one 4
Judgment 4
- Africa Polysack Inductries Limited v Sugar and Allied Industries Limited (Civil Suit 174 of 2016) [2021] UGCommC 184 (15 September 2021)
- Balinda Transporters Limited v Magic Water General Hard Ware Limited (Civil Suit 38 of 2021) [2024] UGHC 140 (5 April 2024)
- Industrie Rohstoffe GMBH v Matiya and Another (Civil Suit 478 of 2021) [2022] UGCommC 120 (17 January 2022)
- Sseruwagi v Jamani & 2 Others (Civil Suit 1024 of 2019) [2023] UGCommC 181 (30 March 2023)