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What duties does a seller have in a sale of goods?
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Commercial transaction
Portrait of King Louis XIV, by Charles Le Brun, c. 1655.
In the context of commercial transactions, a seller has three primary duties when selling goods:
- Delivery of goods: The seller must deliver the goods at the time, place, and in the manner agreed upon by the parties. If delivery is delayed or fails, the buyer's remedies depend on the specific legal jurisdiction and whether the time of delivery was considered essential to the contract.1
- Transfer of ownership: The seller is obligated to transfer ownership to the buyer, enabling them to enjoy full legal rights over the items. In many jurisdictions, this includes a warranty of "quiet possession," which guarantees that the buyer's enjoyment of the goods will not be disturbed by the claims of third parties.1
- Conformity to contract: The seller must ensure that the goods conform to the contract specifications regarding physical quality, kind, and quantity. This often involves implied warranties, such as the warranty of merchantability (ensuring goods are of average quality and fit for ordinary purposes) and the warranty of fitness for a particular purpose (when the seller knows the buyer is relying on their skill to choose a product for a specific need).12