Delivery
Also called: Actual delivery, Symbolic delivery, Constructive delivery
Under 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.
Explained
Section 2(2) of the Sale of Goods Act, 1930 defines delivery as voluntary transfer of possession from one person to another. Delivery concerns possession, not ownership: property in goods may pass before or without delivery under the rules in Sections 19 to 24, and delivery may occur without property passing. Under Section 31 it is the duty of the seller to deliver the goods and of the buyer to accept and pay for them according to the contract.
Section 33 allows delivery to be made by doing anything the parties agree shall be treated as delivery, or which has the effect of putting the goods in the possession of the buyer or a person authorised to hold them for him. This yields three forms. Actual delivery is physical handing over. Symbolic delivery gives the means of control, such as the key of a godown. Constructive delivery, or attornment, occurs where the person in possession acknowledges that he now holds for another; under Section 36(3), where goods are with a third person, there is no delivery until he acknowledges to the buyer that he holds them on his behalf.
The rules of delivery follow. Unless otherwise agreed, delivery and payment are concurrent conditions (Section 32), and the seller need not deliver until the buyer applies for it (Section 35). Goods sold are to be delivered where they are at the time of sale (Section 36(1)), within a reasonable time if the seller must send them and no time is fixed (Section 36(2)), and a tender is ineffectual unless made at a reasonable hour (Section 36(4)). Part delivery in progress of delivery of the whole operates as delivery of the whole, but not if made with intent to sever (Section 34). Section 37 gives the buyer options where a wrong quantity is delivered, and under Section 39 delivery to a carrier for transmission to the buyer is prima facie delivery to the buyer.
Examiners test the possession versus property distinction, attornment under Section 36(3), and the wrong quantity rules. In other statutes the word has its own meaning, as in Section 2(23) of the Code on Social Security, 2020, where delivery means the birth of a child.
What the law says
(2) “delivery” means voluntary transfer of possession from one person to another;
(3) goods are said to be in a “deliverable state” when they are in such state that the buyer would under the contract be bound to take delivery of them;
Section 2(2): definition of delivery
Delivery of goods sold may be made by doing anything which the parties agree shall be treated as delivery or which has the effect of putting the goods in the possession of the buyer or of any person authorised to hold them on his behalf.
Modes of delivery
(3) Where the goods at the time of sale are in the possession of a third person, there is no delivery by seller to buyer unless and until such third person acknowledges to the buyer that he holds the goods on his behalf:
Provided that nothing in this section shall affect the operation of the issue or transfer of any document of title to goods.
(4) Demand or tender of delivery may be treated as ineffectual unless made at a reasonable hour. What is a reasonable hour is a question of fact.
Rules as to delivery, including attornment
Unless otherwise agreed, delivery of the goods and payment of the price are concurrent conditions, that is to say, the seller shall be ready and willing to give possession of the goods to the buyer in exchange for the price, and the buyer shall be ready and willing to pay the price in exchange for possession of the goods.
Payment and delivery are concurrent conditions
(1) Where the seller delivers to the buyer a quantity of goods less than he contracted to sell, the buyer may reject them, but it the buyer accepts the goods so delivered he shall pay for them at the contract rate.
(2) Where the seller delivers to the buyer a quantity of goods larger than he contracted to sell, the buyer may accept the goods included in the contract and reject the rest, or he may reject the whole. If the buyer accepts the whole of the goods so delivered, he shall pay for them at the contract rate.
(3) Where the seller delivers to the buyer the goods he contracted to sell mixed with goods of a different description not included in the contract, the buyer may accept the goods which are in accordance with the contract and reject the rest, or may reject the whole.
Delivery of wrong quantity
Section 2, Social Security Code
(23) “delivery” means the birth of a child;
Section 2(23): delivery as birth of a child
Example
For example, if S sells grain stored in W's warehouse to B, there is no delivery until W tells B that he now holds the grain on B's behalf.
For the exam
- Section 2(2) SoGA: delivery is voluntary transfer of possession, not of ownership.
- Handing over the key of a warehouse is symbolic delivery.
- Goods with a third person are delivered only when he attorns to the buyer (Section 36(3)).
- Delivery and payment are concurrent conditions unless otherwise agreed (Section 32).
- Delivery to a carrier for the buyer is prima facie delivery to the buyer (Section 39).
584 questions in the Law Maker question bank use this term. Practise Partnership and Sale of Goods Acts questions
Related terms
- 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.
- 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)).
- BuyerA 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.
- Specific goodsGoods identified and agreed upon at the time a contract of sale is made (Section 2(14) of the Sale of Goods Act, 1930).
- Mercantile agentUnder Section 2(9) of the Sale of Goods Act, an agent having, in the customary course of business, authority to sell goods, consign them for sale, buy goods, or raise money on their security.
- PledgeThe bailment of goods as security for payment of a debt or performance of a promise (Section 172 of the Contract Act). The bailor is called the pawnor and the bailee the pawnee.
Further reading
Checked 6 November 2026. Statutory text is quoted from the Bare Acts library, taken from India Code. See the full glossary.