Sections 62 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 62 is the switch behind many of the Act's default rules. It says that a right, duty or liability that would arise under a contract of sale "by implication of law" may be negatived or varied by express agreement, by the course of dealing between the parties, or by usage that binds both. Section 63 says that where the Act refers to a reasonable time, what is reasonable is a question of fact. 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.
Where any right, duty or liability would arise under a contract of sale by implication of law, it may be negatived or varied by express agreement, by the course of dealing between the parties, or by usage, if the usage is such as to bind both parties. Where the Act refers to a reasonable time, the question what is reasonable is a question of fact. Many sections signal this in their opening words: "Unless otherwise agreed", "Unless a different intention appears" and "Apart from any express contract".
Section 62: the text and its three routes
"Where any right, duty or liability would arise under a contract of sale by implication of law, it may be negatived or varied by express agreement or by the course of dealing between the parties, or by usage, if the usage is such as to bind both parties to the contract."
The section works through three routes:
- Express agreement. The contract itself says something different, in words.
- Course of dealing between the parties. The way the same parties have dealt with each other.
- Usage, if the usage is such as to bind both parties to the contract. A trade usage that binds both sides. The qualification matters: a usage that binds only one side does not do the work.
Two verbs: "negatived" (excluded altogether) and "varied" (changed). And one limit: it applies where the right, duty or liability arises "by implication of law". A contract review is the practical way to check which of the Act's defaults your terms already override. The section does not say that a term the Act states as a fixed rule, rather than as an implication, can be varied; the Act itself says nothing more than the words printed. The section also does not describe what proof of a course of dealing or a usage is needed; the text is silent.
Section 3 of the Act applies the unrepealed provisions of the Indian Contract Act, 1872 where not inconsistent with this Act, and the Contract Act has its own rules on how a contract is formed and altered; see our article on what makes an agreement a contract under section 10 of the Indian Contract Act, 1872.
Example (our own, not from the Act): Joshi Pumps and Kamat Hardware have supplied each other for years on the footing that Kamat Hardware examines goods only at its own godown, after the carrier delivers. A dispute arises about inspection at tender. Section 41(2) says that, unless otherwise agreed, the seller must afford a reasonable opportunity of examining the goods when he tenders delivery. Section 62 allows that implied duty to be negatived or varied by express agreement or by the course of dealing between the parties.
A supply contract that states these points in words avoids relying on a course of dealing or usage.
Section 63: reasonable time is a question of fact
"Where in this Act any reference is made to a reasonable time, the question what is a reasonable time is a question of fact."
The section does not give a period for any case. It tells the reader that where the Act says "reasonable time", no fixed period is implied; what is reasonable depends on the facts. The text consulted refers to a reasonable time or its near equivalents in these places:
| Section | Where the idea appears |
|---|---|
| 24(b) | Retention of goods on approval or sale or return: fixed time, or if none, "a reasonable time" |
| 36(2) | Seller bound to send goods "within a reasonable time" |
| 36(4) | "Reasonable hour" (the sub-section itself says what is a reasonable hour is a question of fact) |
| 42 | Deemed acceptance after "the lapse of a reasonable time" |
| 44 | Buyer fails to take delivery "within a reasonable time after such request" |
| 54(2) | Buyer's time to pay or tender; seller's time to re-sell |
Section 41 uses "reasonable opportunity of examining". The words are not "reasonable time", so section 63 by its terms covers "a reasonable time", and the Act is silent on whether it is meant to cover the related phrases.
Sections that signal variation in their opening words
The text consulted uses these openings, found by searching for the phrases:
| Opening phrase | Where it appears |
|---|---|
| "Unless otherwise agreed" | Sections 26, 32, 36(5), 38(1), 39(3), 40, 41(2), 43 |
| "Unless a different intention appears" | Sections 11, 19(3), 64A(1) |
| "Unless the circumstances of the contract are such as to show a different intention" | Section 14 |
| "Apart from any express contract" or "apart from any such contract" | Sections 35 and 36(1) |
| "Unless otherwise authorised by the buyer" | Section 39(2) |
| "Subject to the provisions of this Act and of any ..." | Sections 16, 27, 46 |
This is a list of the phrases in the copy consulted. Section 62 does not depend on those openings; it speaks generally of rights, duties and liabilities arising "by implication of law". So a section without an "unless" opening may still describe an implied right or duty that section 62 allows to be varied, and the Act does not mark which. Where a section sets a rule as a matter of law rather than implication, the text does not say whether section 62 reaches it.
Links to articles on the sections above: section 11 on stipulations as to time, section 14 on implied undertakings as to title, section 26 on risk, sections 31-32 on duties and concurrent conditions and section 38 on instalment deliveries.
How to use section 62 when drafting
- Decide which defaults you want. If the Act's default suits you, do nothing. If not, replace it by express agreement.
- Say it in the contract. An express term is the clearest route under section 62. Course of dealing and usage need proof of their existence and, for usage, that it binds both parties.
- Mind the one-sided usage. The section says the usage must be "such as to bind both parties to the contract".
- Name the section you are varying. A clause that says "section 41(2) of the Sale of Goods Act does not apply" or states the replacement rule leaves less to argue.
- Keep a record of dealings. If you rely on a course of dealing, keep the earlier orders, invoices and inspection notes.
- Reasonable time. Where certainty matters, put a number of days into the contract instead of leaving "reasonable time" to be found as a fact. The Act itself fixes none.
Need help making your supply terms say what you intend?
Many disputes arise because the contract is silent and the Act's default applies, or because a clause was assumed to override a default and does not clearly do so. We can prepare a contract review that marks the implied terms your contract relies on and the express terms that vary them.
Key takeaways
- Section 62: rights, duties and liabilities arising by implication of law may be negatived or varied by express agreement, the course of dealing between the parties, or usage binding both.
- Section 63: where the Act refers to a reasonable time, what is reasonable is a question of fact.
- Many sections open with "Unless otherwise agreed" or "Unless a different intention appears", but section 62 is general and does not depend on those words.
- The Act fixes no period for "reasonable time"; a contract can.
Read next
- Section 36 of the Sale of Goods Act, 1930: rules as to delivery
- Sections 41-42 of the Sale of Goods Act, 1930: examination and acceptance
- Section 64 of the Sale of Goods Act, 1930: auction sale rules
- Vendor agreement draft: key clauses and template
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.