What is meant by sale by Sample? What are the conditions implied in such a sale?

What Constitutes a Sale by Sample

Section 17(1) makes clear that a contract of sale is a sale by sample only where there is a term in the contract, express or implied, to that effect. The mere fact that a seller shows a sample during negotiations does not, without more, turn the transaction into a sale by sample — a sample exhibited merely to illustrate the general kind of goods on offer, without any contractual undertaking that the bulk shall match it, leaves the buyer without the special protections of Section 17, though he may still have a remedy in fraud if the bulk proves markedly different from what was shown to him. Where, however, the parties expressly stipulate that goods shall be "equal to sample," or where such an undertaking can fairly be implied from their dealings, the transaction qualifies as a sale by sample, and it has even been held that a sale remains one by sample where the samples are first chemically analysed and reduced to an agreed formula before the bulk contract is struck.

The Three Implied Conditions Under Section 17(2)

Section 17(2) implies three separate and independent conditions into every sale by sample, each operating on its own footing.

• The bulk shall correspond with the sample in quality.

• The buyer shall have a reasonable opportunity of comparing the bulk with the sample.

• The goods shall be free from any defect rendering them unmerchantable, which would not be apparent on reasonable examination of the sample.

All three conditions must be independently satisfied — compliance with one does not excuse breach of another, and a seller cannot defend a claim under the third condition merely by showing the bulk matched the sample under the first.

First Condition: Correspondence of Bulk With Sample

The most basic obligation is that the goods delivered must equal the sample in quality, "quality" here including the very state or condition of the goods under Section 2(12). If the bulk fails to correspond, the buyer may reject the entire consignment — unless he has already accepted the goods under Section 42, or property in specific goods has already passed to him, in which case Section 13(2) reduces his remedy to a claim for damages as for breach of warranty. Where the mismatch affects only part of the consignment, the buyer may either reject the whole or accept it entirely while claiming damages for the defective portion, but he cannot selectively retain the conforming part and reject only the rest unless the contract is severable.

The classic illustration given under the Act brings this to life: A buys 100 bales of "Fair Bengal cotton" by sample, and after inspecting the bulk, finds the cotton does not correspond to what is known in the market as "Fair Bengal" — A is entitled to reject the goods, since the bulk has failed to match the sample in the market-recognised sense of quality.

Second Condition: Reasonable Opportunity to Compare

The buyer must be given a genuine, reasonable opportunity to compare the bulk against the sample before he can be deemed to have accepted the goods. This principle was enforced in an English case where a seller contracted to supply two parcels of wheat by sample — one of 700 bushels, another of 1,400 — but permitted inspection of only the smaller parcel while denying access to the larger. The court held the buyer was entitled to reject the whole consignment, since inspection of a mere fraction of the bulk did not satisfy the statutory guarantee of a reasonable opportunity to compare. This examination right under Section 17 is distinct from the buyer's general right of examination under Section 41, and in certain commercial contexts, such as C.I.F. contracts where payment is made against shipping documents before the goods physically arrive, prior inspection may be validly postponed by trade usage — though the buyer retains his right to reject afterward if the bulk, once examined, fails to correspond with the sample.

Third Condition: Freedom From Latent, Unmerchantability-Causing Defects

The third condition operates independently of the sample comparison itself, protecting the buyer even where the bulk matches the sample perfectly in appearance — the seller cannot escape liability by pointing out that the sample itself concealed the very same hidden defect. The leading illustration is Godley v. Perry, where a shopkeeper bought plastic toy catapults by sample for resale to children, the sample appearing entirely sound to ordinary inspection. When a catapult sold to a child shattered during use and caused a serious eye injury, the court held the defect was latent and undiscoverable by any reasonable examination of the sample, making the seller liable under this third limb notwithstanding the bulk's outward correspondence with the sample.

Interaction With Sale by Description: Section 15

Where a sale is both by sample and by description, Section 15 supplies a crucial overlay — it is not sufficient that the bulk corresponds with the sample if the goods do not also correspond with the description, since the sample warranty governs only quality, while the description goes to the very identity of the article contracted for. This was illustrated in the old English case where a buyer purchased "foreign refined rape oil warranted only equal to samples," and the sample itself — unknown to either party — was in fact adulterated with hemp oil. The bulk delivered matched the sample exactly, yet the buyer was entitled to reject the goods altogether, because neither sample nor bulk answered to the description "foreign refined rape oil" that the contract required.

Remedies for Breach

The consequences of breaching any of the three conditions under Section 17 follow the general scheme applicable to all conditions under the Act. Where the buyer has not yet accepted the goods, and property has not passed, he may treat the breach as repudiating the contract and reject the goods outright under Section 12(2). Where he has accepted the goods under Section 42, or where Section 13(2) otherwise applies, the breach is reduced to one of warranty, confining him under Section 59 to setting up the breach in diminution of the price or suing for damages, without any right to reject.

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