When does ownership of the goods pass from seller to buyer?

Whatever the contract says — and if the contract is silent, the default rules of the Sale of Goods Act, 1930 apply (title generally passes when the parties intend it to pass; for specific goods in a deliverable state, that is usually at contract formation; for unascertained goods, when they are unconditionally appropriated to the contract). Because the answer affects who bears the risk if the goods are damaged in transit, spell it out explicitly in the contract — the standard commercial approach is title passes on payment or on delivery, whichever is later.

Can the seller exclude all liability for defective goods?

No, not fully. The Sale of Goods Act, 1930 implies certain conditions (that the goods are of the description agreed, are of merchantable quality, and are fit for the buyer's declared purpose where relevant), and a blanket 'sold as-is, no liability' clause is generally not enforceable against a consumer. A commercial buyer can waive some of these, but a court will look at the reasonableness of any wide disclaimer. If the goods have known limitations (used, refurbished, ex-stock), disclose them specifically rather than trying to waive liability generically.

Goods Trading & Supply

Goods-trade and supply agreements — general goods sale / purchase, electronics purchase, furniture purchase, mobile phone purchase, second-hand goods sale, bulk / wholesale supply, import / export, online marketplace sale, consignment, pre-order / advance booking — cover the everyday buying and selling of physical goods across Bangladesh. Where the value is small and the transaction is over the counter, a simple money receipt is usually enough. Where the value is high (bulk supply, imports, second-hand vehicles / equipment, electronics with warranty), the written agreement's job is to fix specifications, quantity, price, delivery schedule, quality-inspection rights, warranty, and return / rejection rules — and to prevent the classic mid-delivery disputes over 'this is not what we agreed'.

Stamp & registrationMost goods contracts in Bangladesh are governed by the Sale of Goods Act, 1930 — that Act supplies default rules for things like when title passes from seller to buyer, implied conditions of merchantability, and the seller's right to sue for the price. A written contract can vary many of those defaults, but not all: an attempt to disclaim all liability for defective goods, for example, is generally unenforceable against a consumer. High-value or import contracts run on non-judicial stamp of the value the Stamp Act prescribes for the amount involved.

Contract types in this category

Frequently asked questions

When does ownership of the goods pass from seller to buyer?: Whatever the contract says — and if the contract is silent, the default rules of the Sale of Goods Act, 1930 apply (title generally passes when the parties intend it to pass; for specific goods in a deliverable state, that is usually at contract formation; for unascertained goods, when they are unconditionally appropriated to the contract). Because the answer affects who bears the risk if the goods are damaged in transit, spell it out explicitly in the contract — the standard commercial approach is title passes on payment or on delivery, whichever is later.
Can the seller exclude all liability for defective goods?: No, not fully. The Sale of Goods Act, 1930 implies certain conditions (that the goods are of the description agreed, are of merchantable quality, and are fit for the buyer's declared purpose where relevant), and a blanket 'sold as-is, no liability' clause is generally not enforceable against a consumer. A commercial buyer can waive some of these, but a court will look at the reasonableness of any wide disclaimer. If the goods have known limitations (used, refurbished, ex-stock), disclose them specifically rather than trying to waive liability generically.

Goods Trading & Supply

Frequently asked questions

When does ownership of the goods pass from seller to buyer?: Whatever the contract says — and if the contract is silent, the default rules of the Sale of Goods Act, 1930 apply (title generally passes when the parties intend it to pass; for specific goods in a deliverable state, that is usually at contract formation; for unascertained goods, when they are unconditionally appropriated to the contract). Because the answer affects who bears the risk if the goods are damaged in transit, spell it out explicitly in the contract — the standard commercial approach is title passes on payment or on delivery, whichever is later.
Can the seller exclude all liability for defective goods?: No, not fully. The Sale of Goods Act, 1930 implies certain conditions (that the goods are of the description agreed, are of merchantable quality, and are fit for the buyer's declared purpose where relevant), and a blanket 'sold as-is, no liability' clause is generally not enforceable against a consumer. A commercial buyer can waive some of these, but a court will look at the reasonableness of any wide disclaimer. If the goods have known limitations (used, refurbished, ex-stock), disclose them specifically rather than trying to waive liability generically.