When a Sale Is More Than Just a Sale: Conditions, Warranties, and the Power of Implied Terms
In our last post, we explored what happens when ownership of goods is uncertain—through rules like nemo dat and exceptions such as voidable titles or sellers still in possession.
That raised a bigger question: what happens once the sale is valid—how do we make sure the goods delivered actually match the promise?
The answer lies in a powerful mix of express terms (what the contract says) and implied terms (what the law inserts automatically). Together, they shape not only what you buy, but also what rights you have when things go wrong.
Part 1: Express Terms vs Implied Terms
Every sale contract contains two types of terms:
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Express terms: the written or spoken promises—price, delivery date, description.
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Implied terms: rules added by law, even if nobody mentioned them, to protect fairness and reliability.
Under the Sale of Goods Act (SGA), sections 12–15 set out the key implied terms for business-to-business sales.
For consumer contracts, the Consumer Rights Act (CRA) plays a similar role.
No matter where you live, the principle is the same: contracts are not just about what is written; they also carry built-in protections.
Part 2: Conditions – The Core of the Deal
A condition is a term so important that breaking it allows the buyer to reject the goods and cancel the contract.
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If you order 500 medical masks certified for hospital use and receive ordinary cloth masks, you can walk away from the contract entirely.
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The law says: “This goes to the heart of the bargain—you shouldn’t be stuck with it.”
But the buyer has a choice. If they prefer, they can keep the goods and simply claim damages instead of rejecting them.
Part 3: Warranties – Less Central, Still Binding
A warranty is a less vital promise. Breaking it doesn’t allow cancellation of the contract but does allow the buyer to claim damages.
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Imagine ordering 20 high-end office chairs and receiving them with small scratches that don’t affect function.
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You cannot cancel the whole deal, but you can demand compensation for the reduced value.
Part 4: Innominate Terms – The Middle Ground
Not every clause fits neatly as a condition or a warranty.
Some are innominate terms, meaning the effect of a breach depends on how serious it is.
This flexible category ensures fairness: minor flaws don’t collapse major deals, but serious failures don’t trap buyers either.
Part 5: The Modern Balance – Section 15A
Since 1994, the law has refined this further.
If a breach is so slight that rejecting the goods would be unreasonable, the buyer can only claim damages, not cancel the deal.
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Example: You order 10,000 water bottles, and 12 arrive with slightly smudged labels.
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The flaw is too small to justify cancelling the whole contract—you’re limited to damages.
Why This Still Matters Today
Even though many of these rules come from UK law, similar protections exist worldwide.
Whether you’re in Europe, Asia, Africa, or the Americas, modern trade law shares the same goal:
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Protect the buyer from serious failures.
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Protect the seller from unreasonable cancellations.
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Keep commerce running smoothly by striking a balance between strict rights and practical fairness.
When you sign a sales contract, remember:
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Conditions protect the heart of the bargain.
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Warranties cover smaller but still important promises.
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Innominate terms leave room for context and fairness.
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The law steps in with implied terms to guarantee trust, even when contracts stay silent.
In short: a sale is never just about what you write—it’s also about what the law adds.
What is the main difference between a condition and a warranty in a sales contract?
A condition allows contract cancellation for breach; a warranty only allows damages.
A warranty allows contract cancellation; a condition only allows damages.
Both are treated exactly the same under the law.
What are innominate terms?
Terms where the consequence of breach depends on the seriousness of the failure.
Terms that only apply to consumer contracts under CRA.
Minor promises that are never enforceable.
Which SGA section allows courts to prevent cancellation for very minor breaches?
If a batch of goods has minor defects that are not central to the contract, what can the buyer typically do?
Keep the goods and claim damages for the minor defect.
Reject the entire batch automatically.
Return the goods without any claim.
