119Interpretation

1. In this Part, unless the context otherwise requires,—

   agreement to sell has the meaning set out in section 123

   buyer means a person who buys or agrees to buy goods

   contract of sale includes an agreement to sell as well as a sale (see section 123)

   deliverable state has the meaning set out in subsection (4)

   delivery means voluntary transfer of possession from one person to another

   document of title to goods includes—

   1. a bill of lading, a dock warrant, a warehouse keeper’s certificate, and a warrant or an order for the delivery of goods; and
   2. any other document that—
      1. is used in the ordinary course of business as proof of the possession or control of goods; or
      2. authorises or purports to authorise, either by endorsement or by delivery, the person who possesses the document to transfer or receive the goods represented by the document

   fault means a wrongful act or default

   future goods has the meaning set out in section 126(1)(b)

   good faith has the meaning set out in subsection (2)

   goods—

   1. includes—
      1. all kinds of movable personal property, including animals; and
      2. emblements, growing crops, and things attached to, or forming part of, the land that are agreed to be severed before sale or under the contract of sale; and
      3. computer software; but
   2. does not include money or things in action

   insolvent has the meaning set out in subsection (3)

   mercantile agent has the same meaning as in section 296

   perfected security interest means a security interest (within the meaning of section 17 of the Personal Property Securities Act 1999) that has been perfected under that Act

   plaintiff includes a counterclaiming defendant

   price has the meaning set out in section 120

   property means the general property in goods, and not merely a special property

   quality of goods includes the state or condition of the goods

   right to claim includes a right to claim by way of counterclaim or set-off

   sale includes a bargain and sale, as well as a sale and delivery (see section 123)

   seller means a person who sells or agrees to sell goods

   specific goods means goods identified and agreed on at the time a contract of sale is made

   unpaid seller has the meaning set out in section 173

   warranty means an agreement with reference to goods that are the subject of a contract of sale, but collateral to the main purpose of the contract, the breach of which gives rise to a claim for damages, but not to a right to reject the goods and treat the contract as repudiated

   writ of execution means a writ of sale, warrant to seize property, or other writ or warrant of execution under which goods may be seized or taken to satisfy a process issued out of any court.

2. A thing must be treated as having been done in good faith within the meaning of this Part when it is in fact done honestly, whether or not it is done negligently.

3. A person must be treated as being insolvent within the meaning of this Part if the person has ceased to pay the person’s debts in the ordinary course of business, or cannot pay the person’s debts as they become due, whether or not the person has committed an act of bankruptcy.

4. Goods are in a deliverable state within the meaning of this Part if—

5. the goods are in a particular state; and
6. the buyer is bound under the contract to take delivery of the goods when they are in that state.

7. See also section 199, which relates to references to a reasonable price and a reasonable time.

Compare

• ss 2, 27(3)