Buyer
Also called: Purchaser, Vendee
A person who buys or agrees to buy goods. Section 2(1) of the Sale of Goods Act, 1930; the buyer of immovable property has rights and duties under Section 55 of the TPA.
Explained
Section 2(1) of the Sale of Goods Act, 1930 defines a buyer as a person who buys or agrees to buy goods. The definition covers both a completed sale, where property in the goods has passed, and an agreement to sell, where it is to pass in future. Its counterpart, a seller under Section 2(13), is a person who sells or agrees to sell goods. The Act does not apply to immovable property; the buyer of land is governed by the Transfer of Property Act, 1882.
Under Section 31 the buyer's basic duty is to accept and pay for the goods in accordance with the contract, and under Section 32 payment and delivery are concurrent conditions unless otherwise agreed. A buyer to whom goods are delivered which he has not examined is not deemed to have accepted them until he has had a reasonable opportunity of examining them (Section 41). Section 42 treats him as having accepted when he intimates acceptance, does an act inconsistent with the seller's ownership, or keeps the goods beyond a reasonable time without rejecting them. Acceptance matters because it limits the right to reject the goods for breach of condition.
The buyer's remedies are a suit for damages for non-delivery (Section 57), specific performance for specific or ascertained goods (Section 58), and a claim for breach of warranty (Section 59). The buyer may also get a better title than his seller in the cases protected against the nemo dat rule, such as a good faith purchase from a mercantile agent or from a seller under an unrescinded voidable contract. The seller's corresponding rights against the goods belong to the unpaid seller under Sections 45 and 46.
For immovable property, Section 55 of the Transfer of Property Act sets out the buyer's duties, such as disclosing facts that increase the value of the seller's interest and paying the price, and his rights, including the benefit of any increase in value once ownership passes and a charge on the property for purchase money paid in advance. Examiners commonly test Sections 41 and 42 of the Sale of Goods Act and the buyer's charge under Section 55(6)(b).
What the law says
(1) “buyer” means a person who buys or agrees to buy goods;
Section 2(1) defines buyer and 2(13) defines seller
It is the duty to the seller to deliver the goods and of the buyer to accept and pay for them, in accordance with the terms of the contract of sale.
Duty of the buyer to accept and pay
(1) Where goods are delivered to the buyer which he has not previously examined, he is not deemed to have accepted them unless and until he has had a reasonable opportunity of examining them for the purpose of ascertaining whether they are in conformity with the contract.
(2) Unless otherwise agreed, when the seller tenders delivery of goods to the buyer, he is bound, on request, to afford the buyer a reasonable opportunity of examining the goods for the purpose of ascertaining whether they are in conformity with the contract.
Buyer's right of examining the goods
The buyer is deemed to have accepted the goods when he intimates to the seller that he has accepted them, or when the goods have been delivered to him and he does any act in relation to them which is inconsistent with the ownership of the seller, or when, after the lapse of a reasonable time, he retains the goods without intimating to the seller that he has rejected them.
When the buyer is deemed to have accepted
Where the seller wrongfully neglects or refuses to deliver the goods to the buyer, the buyer may sue the seller for damages for non-delivery.
Buyer's suit for damages for non-delivery
In the absence of a contract to the contrary, the buyer and the seller of immoveable property respectively are subject to the liabilities, and have the rights, mentioned in the rules next following, or such of them as are applicable to the property sold:
(1) The seller is bound—
(a) to disclose to the buyer any material defect in the property [or in the seller’s title thereto] of which the seller is, and the buyer is not, aware, and which the buyer could not with ordinary care discover;
Rights and liabilities of the buyer of immovable property
Example
For example, B takes delivery of a machine from S and keeps it for several months without telling S that he rejects it. Having retained the goods beyond a reasonable time without intimating rejection, B is deemed to have accepted them under Section 42.
For the exam
- Buyer means a person who buys or agrees to buy goods: Section 2(1) SGA.
- Duty to accept and pay (Section 31); payment and delivery are concurrent conditions (Section 32).
- No deemed acceptance before a reasonable opportunity to examine the goods (Section 41).
- Remedies: damages for non-delivery, specific performance, breach of warranty (Sections 57 to 59).
- Buyer of immovable property has a charge for advance purchase money: Section 55(6)(b) TPA.
731 questions in the Law Maker question bank use this term. Practise Partnership and Sale of Goods Acts questions
Related terms
- SellerA person who sells or agrees to sell goods. Section 2(13) of the Sale of Goods Act, 1930. For the unpaid seller's rights, 'seller' also includes a person in the position of a seller (Section 45(2)).
- GoodsUnder Section 2(7) of the Sale of Goods Act, 1930, every kind of movable property other than actionable claims and money, including stocks and shares, growing crops and things to be severed from land.
- DeliveryUnder Section 2(2) of the Sale of Goods Act, 1930, the voluntary transfer of possession from one person to another. It may be actual, symbolic or constructive.
- SaleA transfer of ownership in exchange for a price paid or promised or part-paid and part-promised (Section 54 of the TPA). Sale of goods is governed separately by Section 4 of the Sale of Goods Act, 1930.
- Caveat emptorLet the buyer beware. A buyer must satisfy himself about the quality and fitness of what he buys, since the seller gives no implied assurance except as the law provides.
- Nemo dat quod non habetA person cannot transfer a better title than he himself has. In Indian law it is embodied in Section 27 of the Sale of Goods Act, 1930, subject to listed exceptions protecting good faith buyers.
Further reading
Checked 6 November 2026. Statutory text is quoted from the Bare Acts library, taken from India Code. See the full glossary.