Definition
A stipulation essential to the main purpose of a contract of sale — breach of a condition gives the aggrieved party the right to treat the contract as repudiated (rejected), in addition to claiming damages.
In the law of sale of goods, a 'condition' is a fundamental term — one that goes to the root of the contract. Section 12(2) of the Sale of Goods Act, 1930 defines it as 'a stipulation essential to the main purpose of the contract, the breach of which gives rise to a right to treat the contract as repudiated.' The distinction between condition and warranty determines the buyer's remedy: breach of condition → right to reject goods AND claim damages; breach of warranty → damages only (no right to reject). A condition may be express (stated by parties) or implied by law (Sections 14-17 SGA).
Statutory Definition
Section 12(2), Sale of Goods Act, 1930: 'A condition is a stipulation essential to the main purpose of the contract, the breach of which gives rise to a right to treat the contract as repudiated.' Section 13(1): 'Where a contract of sale is subject to any condition to be fulfilled by the seller, the buyer may waive the condition, or may elect to treat the breach of the condition as a breach of warranty and not as a ground for treating the contract as repudiated.' Section 12(4): 'Whether a stipulation in a contract of sale is a condition or a warranty depends in each case on the construction of the contract. A stipulation may be a condition, though called a warranty in the contract.'
Etymology & Origin
From Latin 'conditio' (a condition, an agreement, a stipulation) from 'condere' (to establish, to found). A 'condition' is something established as a requirement — a prerequisite for the main obligation to arise or continue.
Full Legal Analysis
Condition: The Essential Term
In sale of goods law, the condition/warranty distinction is fundamental to the buyer’s remedy. If the seller breaches a condition, the buyer can reject the goods and get their money back (treat the contract as repudiated) — this is the strongest remedy available. If only a warranty is breached, the buyer must keep the goods and settle for damages. The distinction therefore determines whether the buyer is effectively 'stuck' with defective goods or can walk away entirely.
Implied Conditions Under SGA
The SGA implies several conditions in every sale of goods: (a) Section 14(a) — Title: Implied condition that the seller has the right to sell the goods — breach allows buyer to reject and recover full price. (b) Section 15 — Sale by description: Goods must correspond with the description — if they don't, buyer may reject. (c) Section 16(1) — Fitness for purpose: Where buyer discloses purpose and relies on seller's skill, implied condition that goods are fit. (d) Section 17 — Sale by sample: Goods must correspond with sample in quality and be free from latent defects not apparent on reasonable examination.
Waiver of Condition
Under Section 13 SGA, a buyer may waive a condition or elect to treat breach of condition as merely a breach of warranty. Once waived, the buyer cannot later revive the right to reject — they are bound by their election. Courts will not always treat waiver as intentional — if the buyer's conduct indicates acceptance of the goods despite knowing of the breach, they may be taken to have elected to treat the breach as a warranty breach.
“A condition is what the contract is built on — breach it and the building collapses. The buyer need not accept the rubble; they may reject the goods and demand their money back. This makes the condition the most powerful term in a sale of goods contract.”
This Term in Indian Statutes
Sale of Goods Act, 1930, 1930
"A condition is a stipulation essential to the main purpose of the contract, the breach of which gives rise to a right to treat the contract as repudiated."
Condition: essential term — breach gives right to repudiate (reject goods and recover price)
