Hold the goods for inspection and preserve the right decision
For an Indian sale of goods, record physical delivery separately from legal acceptance. Where the buyer has not previously examined the goods, section 41(1) prevents deemed acceptance before the buyer has had a reasonable opportunity to examine conformity. On request the seller must afford that opportunity on tender of delivery unless otherwise agreed. Under section 42 the buyer can be treated as accepting by communicating acceptance, acting inconsistently with the seller’s ownership after delivery, or retaining the goods after a reasonable time without communicating rejection. Under section 43, a buyer that has a right to reject must communicate its refusal to the seller. The buyer need not return the goods itself unless otherwise agreed.
Read the applicable text: India Code: Sale of Goods Act, 1930, sections 13, 41–43, 59 and 63.
Separate a receiving scan from a commercial decision
Map the contract to a goods-inward record, quarantine status, test results and the person authorised to communicate acceptance or rejection. A delivery acknowledgement that expressly records count and custody can serve a different purpose from an unqualified acceptance certificate. Sampling within an agreed test protocol can differ from consuming the goods for production. Have operations preserve samples, images and test reports and stop use or resale of questioned units until disposition is authorised.
Give a notice that identifies what is being refused
Tie the notice to the contract, delivery, batch or serial numbers and failed specification. State the decision clearly and preserve communication evidence. A message asking for an engineer’s visit may record a concern without communicating rejection. Check whether a lot is severable before treating a rejected part as independent, and follow any agreed return procedure. Segregation and pickup coordination help preserve evidence and prevent later conduct from confusing the position.
Reassess remedies if the facts show acceptance
Check the contractual condition, the timing of discovery and section 13 before deciding that a buyer can reject. Under section 13(2), where the contract is not severable and the buyer has accepted the goods or part of them, a breach of a condition by the seller ordinarily is treated as a breach of warranty unless an express or implied term provides otherwise. Under section 59, a breach of warranty alone does not entitle the buyer to reject. The buyer can use the breach to reduce or extinguish the price or sue for damages, subject to the facts and applicable terms. The receiving team should record the facts; legal and commercial reviewers should decide whether to reject, claim a remedy or negotiate a replacement.
Six worked illustrations
All facts and amounts are fictional. Calculations illustrate the stated assumptions, not a predetermined legal outcome.
Illustrative example 1: Count and custody only
Receiving scans 120 cartons and quarantines them without giving acceptance. Quality samples 12 under the agreed protocol and leaves 108 untested. The scan and sample counts describe what happened; they do not themselves establish acceptance of 120 cartons.
Illustrative example 2: Use before quality clearance
A buyer installs 18 out of 30 delivered fixtures in completed units for resale. That leaves 12 uninstalled. The 18 installed units raise a section 42 conduct issue; review contract severability before drawing any conclusion about the other 12.
Illustrative example 3: Proof of delivery versus decision date
The required conformity test cannot be run until 7 September 2026 on goods received on 2 September. The buyer notifies rejection of nonconforming goods on 8 September. Delivery to notice is six days and test to notice is one day. Under section 63, what is a reasonable time is a question of fact. Assess when examination was practicable and how promptly the buyer gave notice, taking any agreed procedure into account. Neither interval is a statutory deadline.
Illustrative example 4: Separable batches
A contract permits independent disposition of three lots of 40 units. Two lots pass and the buyer expressly accepts them; the third fails a condition giving a right to reject and is expressly rejected. The record shows 80 accepted and 40 rejected, with the notice linked to the third batch.
Illustrative example 5: Partial acceptance in a single indivisible contract
A company takes 10 of 25 units into unrestricted use, leaving 15 quarantined. If that use establishes acceptance and the contract is non-severable, check section 13(2) before asserting rejection of the 15; breach-of-warranty treatment may follow absent contrary terms.
Illustrative example 6: Collection after valid rejection
A buyer validly refuses 24 cartons and tells the seller. The seller collects 16 on the first pickup. Eight remain segregated pending collection. Without a contrary agreement, section 43 did not require the buyer to return the cartons itself.
Ten-step verification table
| Step | Action | Evidence |
|---|---|---|
| 1 | Identify contractual conformity tests | Executed specifications, samples and test protocol. |
| 2 | Check prior examination | Factory inspection records and scope of what was examined. |
| 3 | Record delivery accurately | Time-stamped delivery and custody acknowledgement. |
| 4 | Restrict questioned stock | Quarantine status, serials and movement controls. |
| 5 | Request a reasonable chance to inspect | Notice to seller and proposed test schedule. |
| 6 | Record test evidence | Method, samples, failures and dates. |
| 7 | Check for acts of acceptance | Use, resale and communication records. |
| 8 | Review contractual severability and remedies | Lot terms and documented legal assessment. |
| 9 | Send clear rejection where supported | Notice, addressee and delivery evidence. |
| 10 | Reconcile physical and commercial closure | Pickup or disposition log, credits, payment and any claims. |
Sixteen practitioner FAQs
1. Does a gate signature always accept the goods?
No. Its language, authority and conduct around delivery matter.
2. Does section 41 set a fixed number of days?
No. It refers to a reasonable opportunity to examine conformity.
3. What if inspection took place before delivery?
Check what was actually examined; section 41(1) addresses goods not previously examined.
4. Must the seller provide an inspection opportunity without a request?
Section 41(2) imposes the obligation on request at tender unless otherwise agreed.
5. Can a buyer reject after using goods for production?
Use can evidence acceptance by conduct; review contract terms and remedies before asserting rejection.
6. Is contractually authorised destructive testing necessarily acceptance?
No. Identify the permitted protocol and whether the buyer went beyond it.
7. Does failing a test by itself communicate rejection?
No. Preserve the test result and communicate the actual decision to the seller.
8. Is an email enough?
Check agreed notice terms, sender authority, clarity and evidence of communication.
9. Can retaining quarantined goods amount to acceptance?
Yes, if retained after a reasonable time without notice of rejection; the internal label alone is insufficient.
10. Must rejected goods be returned by the buyer?
Under section 43, a buyer entitled to reject need not return them unless otherwise agreed, and must communicate refusal.
11. Can I reject an entire lot because one sample fails?
Check the contract’s lot rules, sampling standard and actual right to reject.
12. Can I accept one lot and refuse another?
Check severability and the terms covering both lots.
13. Does paying the invoice resolve acceptance conclusively?
Treat payment as evidence and examine the contract, reservations and conduct.
14. Can a condition be handled as a warranty?
Section 13 sets circumstances in which a condition may be treated as a warranty, including the rule for accepted goods under non-severable contracts.
15. Does acceptance eliminate every remedy?
No. Assess remedies for breach of warranty under section 59 and applicable terms.
16. What should I do when replacement goods arrive?
Create a separate receipt and inspection record, tied to the original rejection and disposition history.
Official sources
India Code: Sale of Goods Act, 1930, sections 13, 41–43, 59 and 63