An Act to provide for the formation, effect, obligations and performance of contracts for the sale of goods and supply of services; to provide for remedies of the parties under those contracts; to provide for consumer protection; and for related matters.

Sale of Goods and Supply of Services Act

<p>The Sale of Goods and Supply of Services Act (Cap. 292) governs contracts for buying and selling goods and services in Uganda. It applies to everyone – individuals, businesses, and organizations – who enter into such contracts. The Act defines your key rights, such as receiving goods that match their description, and your duties, like paying a reasonable price if none is agreed. Understanding this Act helps you know what to expect and how to protect yourself when making purchases or providing services.</p>

<h3>Key Definitions</h3>
<p>The Act uses special terms that affect your rights. A <strong>condition</strong> is a vital term you can reject goods for breaching, while a <strong>warranty</strong> only lets you claim damages. <strong>Goods</strong> include physical items, computer software, and unborn animal young. <strong>Services</strong> cover banking, transport, entertainment, and club memberships, but not employment contracts. <strong>Good faith</strong> simply means acting honestly, even if carelessly. <strong>Insolvency</strong> is defined by another law, and <strong>deliverable state</strong> means goods are ready for you to take as agreed.</p>

<h3>Scope and Application</h3>
<p>The Act covers:</p>
<ul>
  <li><strong>Sale of goods</strong>: immediate transfer (sale) or future transfer (agreement to sell) of ownership for a price.</li>
  <li><strong>Supply of services</strong>: any service provided for payment, except employment or apprenticeship contracts.</li>
  <li><strong>Future goods</strong>: goods not yet made or acquired by the seller – contracts for future goods are treated as agreements to sell.</li>
</ul>
<p>A contract can be made in writing, orally, partly both, via data message (e.g., email), or by conduct – unless another law requires a specific form.</p>

<h3>Capacity to Contract</h3>
<p>You have full legal capacity to buy or sell goods or services if you are at least 18 years old, of sound mind, and not disqualified by law. People aged 16 or older may have capacity as allowed by the Constitution. If you sell <strong>necessaries</strong> (basic goods or services suitable to a person's needs) to a minor or someone mentally incapacitated or drunk, that person must pay a reasonable price.</p>

<h3>Price and Valuation</h3>
<p>You have the right to agree on a price in your contract. The price can be fixed, determined by a method (like market rate), or based on your past dealings. If no price is set, you must pay a <strong>reasonable price</strong> based on the facts, including current market price. If you agree to let a third party set the price and they fail, you can cancel the agreement. If you already kept goods or received partial service, you owe a reasonable amount.</p>

<h3>Time and Conditions</h3>
<p>Unless the contract says otherwise, time of payment is not essential – you don't automatically have to pay exactly on time. Other time requirements (like delivery) depend on the contract. For services, if no deadline is set, the service must be completed within a <strong>reasonable time</strong>. A breach of a <strong>condition</strong> allows you to reject goods, but you can choose to treat it as a warranty (damages only). After you accept goods, a breach of condition usually only gives you the right to damages.</p>

<h3>Implied Terms on Title and Description</h3>
<p>When you buy goods, the seller automatically has the right to sell them. Goods must be free from hidden debts or charges not disclosed to you. You have the right to peaceful possession without interference. Goods must match their description – even if you pick them out yourself, the sale is by description. If bought by sample and description, goods must match both.</p>

<h3>When Contracts Become Void</h3>
<p>The contract is void if specific goods have already perished before the contract was made, without the seller knowing. Similarly, if goods perish after agreement but before risk passes, and neither party is at fault, the contract becomes void automatically. This means you are not obligated to pay or deliver.</p>

<p>This Act empowers you as a buyer or seller. Always read your contract carefully and seek legal advice if you are unsure about your rights or duties.</p>

You enter into a contract of sale when a seller transfers or promises to transfer ownership of goods to you in exchange for money, called the price. This contract can exist even between people who partly own the goods, like co-owners. A sale can be absolute (no conditions) or conditional (depends on something happening). If ownership passes immediately when you make the deal, it is a 'sale'. If ownership will pass later or only after certain conditions are met, it is called an 'agreement to sell'. Once the time passes or the conditions are fulfilled, that agreement automatically becomes a sale. Knowing the difference matters because it determines when you actually own the goods and who bears the risk.

Explains when a contract is a sale or an agreement to sell, and the conditions for transfer of property in Uganda.

Section 2: Understanding sale and agreement to sell goods

A contract of sale of goods is a contract by which the seller transfers or agrees to transfer the property in the goods to the buyer for a money consideration, called the price.

There may be a contract of sale between one part owner and another.

A contract of sale may be absolute or conditional.

Where, under a contract of sale, the property in the goods is transferred from the seller to the buyer, the contract is called a sale.

Where the transfer of the property in the goods is to take place at a future time or subject to conditions to be fulfilled after the making of the contract, the contract is called an agreement to sell.

An agreement to sell becomes a sale when the time elapses, or the conditions are fulfilled subject to which the property in the goods is to be transferred.

Sale and agreement to sell goods

You enter into a contract for the supply of services when you agree to carry out a service for another person. This applies whether or not goods are transferred or hired out as part of the arrangement. The type of payment or consideration does not matter. However, a standard employment contract or apprenticeship agreement does not count as a contract for the supply of services.

Learn what constitutes a contract for supply of services under Ugandan law, including exclusion of employment contracts. Impacts service providers and consumers.

Section 3: Definition of contract for supply of services

bailed or are to be bailed by way of hire, under the contract, regardless of the nature of the consideration for which the service is to be carried out.

A contract for the supply of services means a contract where a person agrees to carry out a service whether goods are'

Notwithstanding subsection (1), a contract of service or apprenticeship is not a contract for the supply of services.

Contract for supply of services

In Uganda, you have full legal capacity to buy, sell goods, or supply services only if you are at least 18 years old, of sound mind, and not disqualified by any law. However, a person who is 16 or older may still have capacity as allowed by the Constitution. If someone sells 'necessaries' (basic goods or services suitable to your needs) to a minor or a person who is mentally incapacitated or drunk, that person must pay a reasonable price. 'Necessaries' means items that are appropriate to the person's condition in life and actually needed at that time.

Learn capacity to contract under Ugandan law: you must be 18+ and of sound mind. Minors 16+ may contract per Constitution. Necessaries must be paid for by minors or incapacitated persons.

Section 4: Capacity to contract – age and mental soundness requirements

not disqualified from contracting by any law.

A person has capacity to buy and sell goods or supply services where that person is'

Notwithstanding this section, a person of sixteen years or above has the capacity to contract as provided under <span class="underline-gradient ref-link" data-ref="const-34:4,5">Article 34(4) and (5) of the Constitution</span>.

Where necessaries are sold and delivered to a person under eighteen years, or to a person who, by reason of mental incapacity or drunkenness is incompetent to enter into a contract, he or she must pay a reasonable price for the necessaries.

In this section, "necessaries" means goods or services suitable to the condition in life of a person under eighteen or other person, and to his or her actual requirements at the time of the sale and delivery.

Capacity to contract

You can make a contract for the sale of goods or supply of services in various ways: in writing, orally, partly in writing and partly orally, through a data message (like an email), or even through your actions (implied conduct). This flexibility applies unless another specific law requires a particular form for that type of contract. For example, certain land transactions may require a written document. If you are entering into a contract, ensure you understand how it is formed to protect your rights.

Learn how contracts for sale of goods or supply of services can be made under Ugandan law, including oral, written, electronic, or implied by conduct.

Section 5: Making a Contract for Sale or Supply of Services

A contract of sale or supply of services may be made in writing, or by word of mouth, or partly in writing and partly by word of mouth, or in the form of a data message, or may be implied from the conduct of the parties.

This section shall not affect a contract entered into under any other law requiring a contract to be made in a specific manner.

Making contract of sale or supply of services

Goods that are the subject of a sale can already exist and be owned or held by the seller, or they can be goods the seller plans to make or get later (called 'future goods'). If a seller attempts to sell future goods as a present or immediate sale, the contract is treated as an agreement to sell those goods in the future instead. A contract for sale of future goods can also be made even if the seller’s ability to get those goods depends on a uncertain event that may or may not happen. These same rules apply to contracts for the supply of services – a supplier can agree to provide a service that depends on a future event. In all cases, the contract operates as an agreement to provide the goods or service when the seller or supplier becomes able to do so.

Learn how Ugandan law treats existing goods, future goods, and services when forming sale or supply contracts, including contingency-based deals.

Section 6: Existing or future goods in sale contracts

The goods which form the subject of a contract of sale may be existing goods owned or possessed by the seller, or goods to be manufactured or acquired by the seller after the making of the contract of sale, in this Act called "future goods".

A contract for sale of goods may be made where, the acquisition of such goods by the seller depends upon a contingency which may or may not happen.

Where the seller in a contract of sale of goods or supplier in a contract for the supply of services purports to effect a present sale of future goods or to supply future services, the contract operates as an agreement to sell the goods or supply of services.

A contract for the supply of services may be made where, the acquisition of such service by the supplier depends upon a contingency which may or may not happen.