The Bakery, the Moisture Test and the Wedding Order

There is a breach of condition. The contract combines a sale by description and a sale by sample. Section 16(2) of the Sale of Goods Act implies a condition that goods sold by description correspond with the description, and Section 17 implies that in a sale by sample the bulk corresponds with the sample and the buyer has a reasonable opportunity to compare. Here the flour did not match sample No. 4 and did not meet the stated moisture and protein specifications. The mill cannot rely on the trial batches as proof of satisfactory quality.

The rejection issue is harder. Using 200 kg in production is an act inconsistent with the seller’s ownership, so the buyer is deemed to have accepted that part under Section 42. Under Section 13(2), where a contract of sale is not severable and the buyer has accepted the goods or part of them, a breach of condition can only be treated as a breach of warranty; the buyer loses the right to reject the goods and treat the contract as repudiated. The contract has no severability clause, so the 600 kg is one indivisible lot. Sweet Crumb cannot reject the remaining 400 kg; it can claim damages for breach of warranty. If it had examined and rejected the whole consignment before using any part, the outcome would be different.

The measure starts with Section 73 of the Indian Contract Act: the buyer can recover the loss naturally arising from the breach, or loss that the parties knew at the time of contracting would likely result. The direct loss is the extra cost of replacement flour: ₹8 × 400 kg = ₹3,200, together with any proved loss on the 200 kg used. The buyer must also mitigate; it cannot sit on the defect and run up avoidable losses.

The ₹40,000 wedding contribution is consequential loss. It is recoverable only if it was within the parties’ contemplation. The purchase order and the mill’s email expressly refer to the wedding deadline, so the mill knew that late or defective flour could cause loss of that order. That makes the loss potentially recoverable, not automatically too remote. Sweet Crumb must still prove causation: that the flour breach caused the cancellation and that replacement flour could not reasonably have been obtained in time. If replacement was readily available and the bakery delayed unnecessarily, the claim may be reduced. The mill may also argue that the bakery should have tested the flour before using 200 kg, but the bakery is allowed a reasonable opportunity to examine. On balance, the ₹3,200 is straightforward; the ₹40,000 is arguable and depends on proof of causation and mitigation.

Yes, it would matter significantly. That wording would make the contract severable into six separate instalments, each capable of separate acceptance. Section 13(2) of the Sale of Goods Act applies only where the contract is not severable and the buyer has accepted the goods or part of them. If the contract is severable, acceptance of one consignment does not automatically destroy the buyer’s right to reject a later defective consignment.

Sweet Crumb could then accept the consignments that conformed and reject the defective ones, provided it did so within a reasonable time and did not accept those particular goods. Each consignment would be tested against the description and sample. The damages calculation would also be done consignment by consignment. The mill could not argue that use of 200 kg from one delivery barred rejection of a separate later delivery. The presence or absence of a severability clause is therefore not a technical detail; it determines whether the buyer has a right of rejection at all after partial use.