Section 13 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 12 says that breach of a condition lets the buyer treat the contract as repudiated. Section 13 describes three situations in which that right is cut back: where the buyer waives the condition or elects to treat the breach as a breach of warranty, where the contract is not severable and the buyer has accepted the goods or part of them, and where performance is excused by law.
Under section 13(1) the buyer may waive the condition or elect to treat the breach as a breach of warranty. Under section 13(2), where the contract is not severable and the buyer has accepted the goods or part thereof, breach of a condition by the seller can only be treated as a breach of warranty, unless a term of the contract, express or implied, says otherwise. Section 13(3) leaves untouched any condition or warranty whose fulfilment is excused by law by reason of impossibility or otherwise.
Reading note
This article follows the consolidated text of the Act consulted (latest amendment shown: Act 28 of 1993); later amendments should be checked in the official text. Condition and warranty are the terms defined in section 12: a condition is essential to the main purpose and its breach gives a right to treat the contract as repudiated, while a warranty is collateral and its breach gives a claim for damages only. If the supply you are involved in is already in dispute over a defect, legal dispute resolution support can help you see which route section 13 leaves open.
Section 13(1): waiver or election by the buyer
"Where a contract of sale is subject to any condition to be fulfilled by the seller, the buyer may waive the condition or elect to treat the breach of the condition as a breach of warranty and not as a ground for treating the contract as repudiated."
The sub-section has four working parts:
- the contract is "subject to any condition to be fulfilled by the seller";
- the buyer has two choices, waive the condition, or elect to treat the breach as a breach of warranty;
- the effect of the election is that the breach is not a ground for treating the contract as repudiated; and
- the choice is the buyer's.
The text does not say how the waiver or election is to be made, and this article adds no formality. For the general law of a party giving up a right under a contract, see Sections 63-65 of the Indian Contract Act, 1872; it applies under section 3 so far as it is not inconsistent with this Act.
Example (the writer's own, not printed in the Act): Gopal Mills agrees to sell Ahuja Retail 500 cotton sarees of a stated shade, a condition to be fulfilled by the seller. The sarees arrive in a slightly different shade, but Ahuja Retail decides it can sell them and tells Gopal Mills it will keep them and claim a price adjustment. Ahuja Retail has elected to treat the breach as a breach of warranty, which section 13(1) permits.
Section 13(2): not severable, and goods accepted
"Where a contract of sale is not severable and the buyer has accepted the goods or part thereof, *** the breach of any condition to be fulfilled by the seller can only be treated as a breach of warranty and not as a ground for rejecting the goods and treating the contract as repudiated, unless there is a term of the contract, express or implied, to that effect."
The omitted words
In the print, three asterisks stand after "or part thereof," with a footnote: the words "or where the contract is for specific goods the property in which has passed to the buyer," were omitted by Act 33 of 1963, s. 3 (w.e.f. 22-9-1963). So the sub-section as it now reads in the copy consulted does not carry those words. This article states the omission as the footnote prints it and goes no further.
The conditions that must all be present
- The contract of sale is not severable. The text does not define "severable".
- The buyer has accepted the goods or part thereof. Section 42 (deemed acceptance) is covered in a later article.
- There is a breach of a condition to be fulfilled by the seller.
The result
The breach "can only be treated as a breach of warranty", and not as "a ground for rejecting the goods and treating the contract as repudiated". The buyer's remedy is therefore the one section 12(3) gives for a warranty: a claim for damages.
The exception
"Unless there is a term of the contract, express or implied, to that effect." If the contract, expressly or by implication, allows rejection despite acceptance, the contract's term prevails over the rule in sub-section (2).
Example (the writer's own): Quality Pipes sells Rathi Plumbing a single, indivisible consignment of 1,000 pipes under one contract. Rathi Plumbing accepts the consignment. Later it finds that a stated condition as to wall thickness was not met. Because the contract is not severable and the goods were accepted, section 13(2) says the breach of condition is to be treated as a breach of warranty, unless the contract contains a term, express or implied, that allows rejection.
Section 13(3): excused fulfilment
"Nothing in this section shall affect the case of any condition or warranty fulfilment of which is excused by law by reason of impossibility or otherwise."
This is a saving clause. Where the law excuses fulfilment of a condition or warranty because of impossibility or any other reason, section 13 does not interfere. For the general law on impossibility, see Section 56 of the Indian Contract Act, 1872.
The three sub-sections compared
| Sub-section | Trigger | Effect | Can the contract change it? |
|---|---|---|---|
| 13(1) | contract subject to a condition to be fulfilled by the seller | buyer may waive the condition, or elect to treat the breach as a breach of warranty | the choice is the buyer's |
| 13(2) | contract not severable, and buyer has accepted goods or part | breach of condition can only be treated as breach of warranty | yes: "unless there is a term of the contract, express or implied, to that effect" |
| 13(3) | fulfilment excused by law (impossibility or otherwise) | section 13 does not affect it | not applicable |
Practical points
- A buyer who finds a defect should decide, promptly and in plain words, whether it will reject, or keep the goods and claim damages. Section 13(1) lets the buyer choose to treat the breach as a breach of warranty; sub-section (2) can take the right to reject away after acceptance in a contract that is not severable.
- Accepting part of the goods in a contract that is not severable may affect the right to reject the rest. Read the contract before taking delivery.
- The exception in sub-section (2) turns on a term "express or implied"; a clause preserving rejection after acceptance is that kind of term.
Need help with a supply dispute over defective goods?
If you are a buyer who has accepted goods and found a breach of condition, or a seller facing a rejection, our team can advise through legal dispute resolution on the route that your contract leaves open.
Key takeaways
- The buyer may waive a condition to be fulfilled by the seller, or elect to treat its breach as a breach of warranty.
- If the contract is not severable and the buyer has accepted the goods or part, breach of condition is treated as breach of warranty, unless the contract says otherwise.
- The copy consulted records words omitted from section 13(2) by Act 33 of 1963.
- Section 13(3) leaves excused conditions and warranties untouched.
- The text does not define "severable".
Read next
- Section 12 of the Sale of Goods Act, 1930: condition and warranty defined
- Section 14 of the Sale of Goods Act, 1930: implied undertakings as to title, quiet possession and encumbrances
- Section 15 of the Sale of Goods Act, 1930: sale by description
- Sections 63-65 of the Indian Contract Act, 1872: remission of performance, rescission and restitution
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.