Implied Term as to Description – Section 13 of the Sale of Goods Act
In our last discussion, we examined Section 12 of the Sale of Goods Act, which protects buyers by guaranteeing that the seller truly has the right to sell and that the buyer’s ownership will be free from hidden claims or interference. Those safeguards ensure that what is bought can legally be kept.
But ownership is only half of the story. Once we know the seller can sell, a second question arises: what exactly is being sold? This is where Section 13 of the Act becomes essential. It introduces an implied condition that, whenever goods are sold by description, the goods delivered must actually match that description.
Why Section 13 Exists
In many commercial settings, the buyer never handles or inspects the goods before contracting. Think of international supply chains, digital marketplaces, or even everyday online shopping. Goods are often ordered “sight unseen,” identified purely by labels, catalogues, or specifications.
Without Section 13, buyers in such transactions would face enormous risks: they might pay for one thing but receive something else entirely. By making conformity to description a condition of the contract, the law allows the buyer to reject non-conforming goods altogether, not merely seek compensation.
What Counts as a “Description”?
The word “description” is not meant to cover every casual remark about the goods. Instead, it refers to words or identifiers that go to the essential characteristics of what is being sold—the core of the bargain.
For example:
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If a contract specifies “500 units of solar panels, 400W capacity,” then the wattage is part of the description. If the panels delivered are only 300W, the goods do not correspond.
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If an agreement is for “men’s leather jackets, size XL,” then delivering synthetic material or a different size breaches Section 13.
On the other hand, non-essential details—like packaging colour, batch number, or internal manufacturing codes—are generally treated as incidental identifiers, not contractual descriptions.
Representation or Binding Term?
One recurring issue is distinguishing between representations (statements made to persuade someone to contract) and contractual descriptions (terms that define the goods themselves).
A representation might give rise to a claim in misrepresentation if it turns out to be false, but only a contractual description can trigger Section 13’s automatic condition.
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If a private seller advertises a bicycle as “well looked after” but sells it as “Trek FX3 model, 2022,” the words Trek FX3 2022 form part of the description, while well looked after is likely just a representation.
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The key test is whether the buyer relied on the description as defining the identity of the goods.
The Role of Inspection and Reliance
Section 13 also interacts with the buyer’s right of inspection. If the buyer has had the opportunity to examine the goods, and the defect would have been obvious to a reasonable person, the law assumes the buyer accepted the goods as they were.
For instance:
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A buyer orders “oak dining tables” but, upon inspection at the warehouse, sees they are made of pine and proceeds with purchase anyway. Later, they cannot invoke Section 13.
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But if the difference is not visible—for example, a laptop sold as “512GB SSD” but in fact containing only 256GB—the buyer can still reject the goods, since the defect was hidden.
This balance reflects commercial fairness: the law will not protect buyers who ignore what is plainly visible, but it will shield them from concealed mismatches.
Example
In today’s marketplace, technology and global supply chains create new contexts for Section 13.
Imagine a European retailer contracts in 2025 for “AI-enabled home assistant devices, voice recognition in English and Spanish.” The shipment arrives, but the software only works in English. Even though the hardware matches the sample images, the missing language capability means the goods do not correspond with the description. Under Section 13, the retailer can reject the entire consignment.
This shows how the principle adapts seamlessly to modern trade: whether the goods are physical commodities, electronics, or tech-enabled devices, the description remains the benchmark for conformity.
Why Section 13 Still Matters
Some argue that ordinary contract law or misrepresentation rules could handle false descriptions. But Section 13 goes further:
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It automatically elevates description to a condition, not just a promise.
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It gives the buyer the strongest remedy—the right to reject—without needing to prove fraud or negligence.
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It ensures certainty in high-volume or long-distance trade, where physical inspection is impossible.
Consider:
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A wholesaler ordering “organic Peruvian coffee beans, Grade A.” If the beans are not Grade A, Section 13 is breached.
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A manufacturer ordering “stainless steel bolts, ISO 9001 certified.” If the certification is false, the contract fails on description, even if the bolts are physically sound.
The Bigger Picture
When read together, Sections 12 and 13 create a layered safety net:
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Section 12 guarantees that the seller has the right to sell, and the buyer’s ownership will not be disturbed.
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Section 13 ensures that the goods delivered are in fact what the buyer contracted for.
One protects the security of ownership, the other protects the identity of the goods. Without both, commercial confidence would collapse.
Thus, Section 13 continues to play a vital role in modern commerce, ensuring that when buyers rely on descriptions, those words are binding promises, not empty labels.
What is the main purpose of Section 13 of the Sale of Goods Act?
To ensure goods sold by description match the description, allowing rejection if they do not.
To allow buyers to inspect goods and accept them even if they do not match the description.
To replace Section 12 completely for modern commerce.
Which of the following counts as a “description” under Section 13?
Core identifiers of the goods, such as model, size, capacity, or key specifications.
Non-essential details like packaging color, batch numbers, or minor labels.
Seller’s opinion on quality or appearance.
How does Section 13 treat misrepresentations versus contractual descriptions?
Only contractual descriptions define the goods and can trigger Section 13; mere representations may lead to misrepresentation claims but not automatic rejection.
Representations and descriptions are treated the same under Section 13.
Section 13 only applies to visual inspection of goods.
When might a buyer lose the protection of Section 13?
If the buyer has inspected the goods and the defect would have been obvious to a reasonable person.
If the goods are delivered on time.
If the buyer has paid the full price.
Why is Section 13 particularly important in modern commerce and online trade?
It ensures goods delivered match the contracted description even when the buyer cannot inspect them beforehand.
It allows buyers to pay only if the packaging is visually appealing.
It replaces the need for Section 12 in guaranteeing ownership.
