Sections 41 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 41 gives a buyer a reasonable opportunity to examine goods before he is treated as having accepted them, and section 42 lists the three ways in which a buyer is deemed to have accepted. Together they decide the point after which a buyer can no longer simply say "I never accepted these goods". This article follows the text of the Act consulted (latest amendment shown: Act 28 of 1993); amendments after that should be checked in the official text.
Under section 41, a buyer who has not previously examined the goods is not deemed to have accepted them until he has had a reasonable opportunity of examining them to see whether they conform to the contract, and, unless otherwise agreed, the seller must on request afford that opportunity. Under section 42, the buyer is deemed to have accepted the goods in three cases: he intimates acceptance; he does an act inconsistent with the seller's ownership after delivery; or after a reasonable time he retains the goods without intimating rejection.
Section 41(1): no deemed acceptance before a reasonable opportunity to examine
"Where goods are delivered to the buyer which he has not previously examined, he is not deemed to have accepted them unless and until he has had a reasonable opportunity of examining them for the purpose of ascertaining whether they are in conformity with the contract."
Three conditions are packed into the sentence:
- goods have been delivered to the buyer;
- he has not previously examined them; and
- he has not yet had "a reasonable opportunity of examining them" for the purpose of ascertaining conformity with the contract.
While those hold, he "is not deemed to have accepted". What is a reasonable opportunity is a matter of the facts; section 63 says that where the Act refers to a reasonable time, the question is one of fact. The sub-section does not give a number of days or hours. See our article on reasonable time under section 63.
Example (our own, not from the Act): Bansal Electricals buys 300 sealed switchgear units from Nair Components, delivered in cartons. Bansal Electricals has not opened them. Under sub-section (1), it is not deemed to have accepted the units until it has had a reasonable opportunity of examining them to see whether they conform to the contract. A buyer who later rejects should say so in a dated legal notice.
Section 41(2): the seller's duty to afford an opportunity
"Unless otherwise agreed, when the seller tenders delivery of goods to the buyer, he is bound, on request, to afford the buyer a reasonable opportunity of examining the goods for the purpose of ascertaining whether they are in conformity with the contract."
Notice the differences from sub-section (1):
- It begins "Unless otherwise agreed", so the contract can displace it.
- It speaks of the moment when the seller "tenders delivery".
- It is triggered by a request: the seller is bound "on request".
- It binds the seller to afford the opportunity; the buyer's own conduct is dealt with in section 42.
If a supply contract is written so that goods are accepted on dispatch and inspection is waived, that is an agreement "otherwise" and sub-section (2) gives way. A notice sent on rejection should refer to the request made and the opportunity given or refused.
Section 42: three ways of being deemed to have accepted
"The buyer is deemed to have accepted the goods when he intimates to the seller that he has accepted them, or when the goods have been delivered to him and he does any act in relation to them which is inconsistent with the ownership of the seller, or when, after the lapse of a reasonable time, he retains the goods without intimating to the seller that he has rejected them."
Taking each of the three limbs in turn:
Limb one: intimation of acceptance. The buyer tells the seller that he has accepted. The section does not prescribe a form.
Limb two: an act inconsistent with the seller's ownership. Two conditions: the goods have been delivered, and the buyer does "any act in relation to them which is inconsistent with the ownership of the seller". The Act gives no list of such acts. The ordinary reading of the words is an act that treats the goods as the buyer's own, but what amounts to such an act in a given case is a matter of facts, and the Act is silent on examples.
Limb three: retention beyond a reasonable time without rejection. After "the lapse of a reasonable time", the buyer "retains the goods without intimating to the seller that he has rejected them". Two things must exist together: the time has lapsed, and there has been no intimation of rejection. A buyer who keeps silent therefore carries the risk that silence is read as acceptance. How long is a reasonable time is again a question of fact (section 63).
Example (our own): Chopra Hardware receives 500 kg of fasteners from Iyer Metals, finds on the first day that many do not match the specified grade, but says nothing and keeps them in its store for a long period. Under the third limb, retention after the lapse of a reasonable time without intimating rejection is one of the ways in which the buyer is deemed to have accepted.
How sections 41 and 42 work together
Section 41 protects the buyer by delaying the point of deemed acceptance; section 42 fixes the points at which acceptance is deemed. A buyer who retains goods may be protected if he has not yet had a reasonable opportunity to examine them, because section 41(1) says he is "not deemed to have accepted them unless and until" that opportunity has been given. The Act does not say how the two operate where a buyer has examined the goods and found a fault; the text is silent on that.
What follows acceptance is dealt with in other sections. Section 13(2) turns a breach of condition into a breach of warranty in some cases where goods are accepted, and section 59 gives the remedy for breach of warranty; see our articles on when a condition is treated as a warranty and on remedy for breach of warranty.
Sections 41 and 42 and their neighbours
| Section | Question it answers | Key phrase as printed |
|---|---|---|
| 41(1) | When is the buyer not deemed to have accepted? | "reasonable opportunity of examining them" |
| 41(2) | What must the seller afford? | "on request" |
| 42 | When is the buyer deemed to have accepted? | "inconsistent with the ownership of the seller" |
| 43 | Must a buyer return rejected goods? | "sufficient if he intimates to the seller that he refuses to accept them" |
| 44 | What if the buyer neglects or refuses delivery? | "reasonable charge for the care and custody of the goods" |
Practical points for buyers and sellers
- Buyers: inspect on receipt, note what you found, and intimate any rejection in writing, because limb three of section 42 turns on silence after a reasonable time.
- Sellers: answer inspection requests and keep a record of when access was given.
Need help with a rejection of goods or a reply to one?
How and when a buyer intimates rejection often decides the later dispute. We can prepare a dated legal notice of rejection or review the inspection and acceptance clauses of your supply terms before the next consignment arrives.
Key takeaways
- A buyer who has not previously examined goods is not deemed to have accepted them until he has had a reasonable opportunity of examining them.
- Unless otherwise agreed, the seller must, on request, afford that opportunity when tendering delivery.
- Acceptance is deemed in three cases: intimation of acceptance; an act inconsistent with the seller's ownership; retention after a reasonable time without intimating rejection.
- The Act gives no period; what is reasonable is a question of fact.
Read next
- Sections 43-44 of the Sale of Goods Act, 1930: rejected goods and refusing delivery
- Section 37 of the Sale of Goods Act, 1930: delivery of wrong quantity or mixed goods
- Section 16 of the Sale of Goods Act, 1930: implied conditions as to quality or fitness
- What is a purchase order: meaning, example and uses
Disclaimer: Based on the consolidated text of the Sale of Goods Act, 1930 consulted on 2 October 2026, whose latest amendment shown is Act 28 of 1993. It explains the words of the statute only; later amendments and the way courts apply these sections should be checked. This article is general information, not legal advice; check the official text before acting.