Delivery means the voluntary transfer of possession of goods from the seller to the buyer.
## Core concept
Delivery is a critical stage in the sale of goods transaction where the seller transfers possession (not necessarily ownership) to the buyer. Under the Sale of Goods Act, 1930 (Section 2(m)), delivery is defined as the voluntary transfer of possession of a thing.
Key distinction: - Possession = physical or constructive control - Ownership/Title = legal right (transferred separately under Sections 19–24) - Delivery can occur before, at, or after the transfer of title
Types of delivery:
- Actual delivery – Physical handing over of goods (e.g. buyer takes goods from shop counter)
- Constructive delivery – Possession transferred without physical movement:
- - Delivering keys to a warehouse storing goods
- - Delivering documents of title
- - Seller retains goods as agent/bailee of buyer
- Symbolic delivery – Transfer through symbolic act (e.g. handing over the bill of lading for goods in transit)
## Formula / rule
When delivery is necessary (Section 31): - Unless otherwise agreed, seller must deliver goods at their own place of business - If no place of business, delivery at seller's residence - Buyer must take delivery when offered at proper time and place
Rules governing delivery:
| Aspect | Rule | |--------|------| | Time of delivery | At time fixed in contract; if none, within reasonable time (Section 32) | | Place of delivery | At seller's place (unless agreed otherwise); buyer arranges transport | | Cost of delivery | Usually buyer's responsibility unless contract states otherwise | | Seller's obligation | Tender goods in deliverable state (not damaged, defective) | | Buyer's obligation | Accept and pay for goods; arrange collection if needed |
Section 33 – Sellers bound to deliver at one time: - Goods must be delivered as one lot unless contract allows otherwise - If breach: buyer can reject entire consignment
Section 39 – Effect of refusal to take delivery: - If buyer refuses to take delivery when offered, they are in breach - Seller may: - Hold goods at buyer's risk (Section 26) - Sue for damages - Claim storage charges
## Common exam applications
- Tender of delivery: Seller properly tenders goods at agreed place and time; buyer refuses. Seller still has rights to claim payment and damages despite lack of actual delivery.
2. Constructive vs. actual: Seller places goods at buyer's warehouse; buyer never physically collects. Constructive delivery has occurred—ownership may have passed depending on intention.
3. FOB (Free on Board) vs. CIF (Cost, Insurance, Freight) contracts: - FOB: Seller delivers to ship; buyer bears risk thereafter - CIF: Seller delivers and pays freight; goods travel at seller's risk initially - Delivery point differs, affecting risk transfer
Worked example: Arun agrees to sell 100 bags of rice to Bhavna. The contract states "CIF Mumbai port." Arun arranges transport and insurance. The ship sinks before reaching Mumbai. Under CIF, Arun has delivered (to the ship) and risk has passed to Bhavna once goods were loaded and insured. Bhavna must claim under insurance; Arun has performed delivery.
## Common mistakes
- Confusing delivery with transfer of title: Delivery is possession transfer; title/ownership is separate (Section 19).
- Assuming buyer always collects: Seller is responsible for tendering at agreed place; buyer must come collect unless contract states seller delivers.
- Ignoring constructive delivery: Goods left with third party (warehouseman, carrier) constitute constructive delivery if buyer gets control.
- Overlooking Section 39 consequences: Rejecting tender doesn't absolve buyer of payment obligation if delivery was properly tendered.