Turn the contractual description into an inspection plan
Section 15 of the Sale of Goods Act, 1930 implies a condition that goods sold by description correspond with that description. Procurement teams should identify the description incorporated into the contract and compare it with the actual delivery. A delivery note repeating the ordered model does not establish that the goods themselves conform. Conversely, an internal preference that never became a contractual specification does not automatically establish a section 15 breach. This article focuses on specification versions and authorised substitutions, rather than the separate section 17 tests for a sale by sample.
Read the applicable text: Sale of Goods Act, 1930: sections 12–17, 41–42, 59 and 62–63.
Locate the operative description
Collect the quotation accepted, purchase order, order acknowledgement, specification annexures, drawings, model references and approved amendments. Resolve any conflicting document hierarchy before treating one field as decisive. Record whether a characteristic identifies the contracted goods, is a separate quality/fitness term or is merely descriptive marketing material. Section 12 distinguishes a condition from a warranty by the construction of the contract and the importance of the stipulation, not merely the label chosen. The evidence matrix should state the contractual source for each inspection criterion, including any agreed tolerance.
Control versions and substitutions at the contract level
A supplier’s proposed equivalent is not automatically the item contracted for. Check whether a substitution was authorised, by whom, for which quantity, from what effective date and with what price or performance consequences. A company may choose a commercially acceptable variation; document the agreement rather than describing non-conforming goods as compliant by retrospective relabelling. This is a practical documentation control, not a claim that the Act prescribes a particular procurement form. Preserve both the original and revised versions and link each delivery batch to the version that actually governs it.
Match the physical evidence to each descriptor
Serial numbers, grade certificates, photographs, laboratory results and measured dimensions may establish different aspects of conformity. Select evidence appropriate to the characteristic and tie it to the delivered batch. A supplier’s certificate from a different batch cannot resolve the mismatch simply because the product family is the same. Where sale is by sample as well as description, section 15 requires compliance with the description too. Sample approval is therefore not blanket consent to supply an item outside the written contractual identity. Section 16’s separate fitness and quality rules may also require review on the facts.
Keep breach, acceptance and remedy as separate decisions
A proved mismatch does not mean every buyer can reject the whole shipment at any later date. Section 13 permits waiver or election to treat a condition breach as a warranty breach and addresses acceptance in a non-severable contract. Section 41 ordinarily gives a buyer who has not previously examined the goods a reasonable opportunity to test conformity before acceptance. Section 42 recognises acceptance by intimation, conduct inconsistent with the seller’s ownership or retention beyond a reasonable time without rejection; section 63 makes reasonable time a question of fact. Preserve inspection opportunities, communications and subsequent use before choosing a remedy. Section 62 allows implied rights and duties to be varied in the stated circumstances; examine express terms, dealing and binding trade usage rather than assuming every purchase order has identical terms.
Quantify exposure without labelling it recoverable damages
Show total invoice exposure, affected units and any independently supported loss or agreed settlement in separate columns. Multiplying affected units by contract price identifies an amount under review, not automatically a damages award. Where a breach is treated as one of warranty, section 59 permits price diminution or extinction or a damages action, and preserves a claim for further damage; it does not create a universal percentage discount or permit double recovery of the same loss. Do not charge the full invoice value, replacement cost and an agreed concession as cumulative recovery for the same loss. Close the evidence file with the accepted remedy, replacement or settlement and its accounting documents.
Six worked illustrations
All facts and amounts are fictional. Calculations illustrate the stated assumptions, not a predetermined legal outcome.
Illustrative example 1: Wrong grade across a documented batch
A company orders 2,000 components described contractually as Grade A at ₹450 each. Batch-linked test evidence identifies Grade B throughout. The invoice amount under review is 2,000 × ₹450 = ₹9,00,000. This quantifies the affected purchase, not an automatic ₹9,00,000 damages entitlement. Verify the operative grade description and the available remedy before issuing the claim.
Illustrative example 2: Use the agreed dimensional tolerance
A contract specifies diameter 10.00 mm with tolerance ±0.20 mm, giving a permitted range of 9.80–10.20 mm. The verified delivered diameter is 9.70 mm, 0.10 mm below the lower boundary. A team should flag the contractual measurement exception rather than compare only with the rounded 10 mm catalogue title. The measurement, sampling method and batch coverage remain evidence questions.
Illustrative example 3: Apply the amendment to the right quantities
An original order covers 1,000 units at ₹180. An authorised amendment changes the specification for the final 600 units while leaving the first 400 on the original version. All units arrive to the old specification. The changed-version population is 600 and its invoice exposure is ₹1,08,000; the complete ₹1,80,000 order is not automatically the affected population. Assess severability and remedies separately.
Illustrative example 4: Net content is a description to test
The contractual description is 1,000 sealed bags each containing 25 kg net product. Verified batch-wide measurements establish 24.5 kg net per bag. Expected net mass is 25,000 kg, measured mass 24,500 kg and the difference 500 kg. Record that this concerns the agreed net-content descriptor; packaging weight must not be used to disguise the shortfall. This example does not decide the remedy or sampling sufficiency.
Illustrative example 5: Document an agreed substitute and price
For 300 units originally priced at ₹800, the company validly agrees to an identified substitute at ₹760 before supply. The revised total is ₹2,28,000 against the former ₹2,40,000, a ₹12,000 reduction. Preserve the authorisation and revised description. The ₹40-per-unit change is a contractual agreement, not a statutory section 15 discount available for any substitute.
Illustrative example 6: An agreed diminution after acceptance
Assume a non-severable 500-unit contract has been accepted and the condition breach is treated as a warranty breach under the applicable facts. The parties agree a supported diminution of ₹30 per unit against an invoice of ₹2,00,000. The adjustment is ₹15,000 and the remaining price ₹1,85,000. This is an assumed agreement; section 59 does not prescribe ₹30 or allow the buyer to invent the loss unilaterally.
Ten-step verification table
| Step | Action | Evidence |
|---|---|---|
| 1 | Identify the sale by description | Accepted contract and the source of each descriptor. |
| 2 | Resolve document hierarchy | Quotation, purchase order, acknowledgement and annexures. |
| 3 | Freeze the operative specification | Version, effective date, tolerance and affected quantity. |
| 4 | Verify substitution authority | Identified approver, agreed substitute and commercial terms. |
| 5 | Map receipts to batches | Delivery reference, serial numbers and applicable version. |
| 6 | Obtain appropriate conformity evidence | Measurements, test reports and batch-linked certificates. |
| 7 | Record examination and communications | Inspection opportunity, notice and subsequent use. |
| 8 | Assess acceptance and remedy | Severability, waiver, section 13 and sections 41–42 review. |
| 9 | Separate exposure from loss | Affected invoice value, supported damage and agreed adjustment. |
| 10 | Close the settlement trail | Replacement evidence, accepted terms and accounting reconciliation. |
Sixteen practitioner FAQs
1. Is the purchase-order item name always the whole description?
No. Identify the contractual documents and incorporated specifications as a whole.
2. Does a delivery note stating the correct grade prove conformity?
No. Compare the actual batch evidence with the contractual description.
3. Can a supplier choose an equivalent model unilaterally?
Do not assume that. Examine the substitution rights and any actual agreed variation.
4. What should an approved variation record?
The substitute description, authorisation, effective date, quantity and commercial consequences.
5. Does an internal preferred specification create a section 15 term?
Only if the relevant description became part of the contract; an undocumented internal wish is insufficient by itself.
6. How should tolerances be treated?
Apply the agreed contractual tolerance and measurement basis, rather than inventing a universal statutory tolerance.
7. Does sample conformity excuse a description mismatch?
No. Section 15 expressly requires description conformity where sale is by both sample and description.
8. Can quality and fitness rules also matter?
Yes. Section 16 contains separate implied-condition rules whose applicability depends on the facts.
9. Does calling a term a warranty settle its legal character?
Section 12 looks to construction of the contract; the label alone is not decisive.
10. Does a mismatch always permit rejection after use?
No. Examine acceptance, waiver, severability and the applicable contractual and statutory rules.
11. Is reasonable inspection time a fixed number of days?
Section 63 treats reasonable time as a question of fact; do not invent a universal period.
12. Should the whole order be valued as affected by one changed specification?
Identify which batches and quantities the relevant version governs, while separately reviewing the legal remedy.
13. Is affected invoice value the same as damages?
No. It is an exposure control. Recoverable loss and the chosen remedy require their own support.
14. Can implied terms be varied?
Section 62 recognises the stated mechanisms for variation. Review the actual agreement, course of dealing and binding usage.
15. Does section 59 prescribe a standard discount?
No. It provides warranty-breach remedies, not a fixed percentage or per-unit concession.
16. What prevents double recovery in the settlement file?
Separate replacement, price adjustment and additional supported loss, then reconcile the agreed remedy so the same loss is not recovered twice.
Official sources
Sale of Goods Act, 1930: sections 12–17, 41–42, 59 and 62–63