When one side breaks a contract for the sale of goods in England and Wales, the law provides a range of remedies. Which applies depends on who broke the contract (buyer or seller), how serious the breach was, and whether the buyer is a business or a consumer. Here is a plain-English guide, grounded mainly in the Sale of Goods Act 1979 (business sales) and the Consumer Rights Act 2015 (consumer sales).
Conditions vs warranties: why seriousness matters
Contract terms are not all equal:
- A condition is a major term; breaching it generally lets the innocent party terminate (treat the contract as ended) and claim damages. In business (non-consumer) sales, the right to reject for breach of condition is subject to important limits: the right may be lost on acceptance of the goods, and a slight breach may only entitle the buyer to damages rather than rejection.
- A warranty is a minor term; breaching it gives a right to damages only, not termination.
The Sale of Goods Act implies key terms (e.g. that goods match their description and are of satisfactory quality) as conditions in business sales.
The buyer's remedies (seller in breach)
- Damages for non-delivery (Sale of Goods Act 1979, s 51), compensation for the seller's failure to deliver, usually the difference between the contract price and the market price.
- Damages for breach of warranty (s 53), where the buyer keeps the goods but they are defective, the difference between their value as delivered and as they should have been.
- Rejection and termination, for breach of a condition (e.g. goods not of satisfactory quality), the buyer may in principle reject the goods and terminate, recovering the price. In business sales, that right is subject to limits: it may be lost after acceptance of the goods, and a slight breach may be treated as a warranty breach only, giving damages but no right to reject.
- Specific performance (s 52), a court order requiring delivery of specific or ascertained goods; discretionary and usually reserved for unique goods where damages are inadequate.
Consumer buyers (Consumer Rights Act 2015)
Consumers have a tiered set of remedies for faulty goods:
- a 30-day short-term right to reject for a full refund;
- then a right to repair or replacement;
- then, if that fails, a price reduction or a final right to reject (refund, possibly reduced for use).
These cannot be excluded.
The seller's remedies (buyer in breach)
- Action for the price (s 49), where the buyer fails to pay and property has passed (or payment is due on a set date), the seller can sue for the price.
- Damages for non-acceptance (s 50), where the buyer wrongfully refuses to accept the goods, usually the difference between the contract price and market price.
- Unpaid seller's rights against the goods, a lien (right to retain the goods until paid), stoppage in transit (if the buyer becomes insolvent), and a right of resale in certain cases.
General contractual remedies that may also apply
- Rescission, unwinding the contract (for example, for misrepresentation), putting the parties back to their pre-contract positions.
- Restitution, recovering money paid where there has been a total failure of consideration (e.g. you paid but received nothing).
- Injunction, a court order restraining a breach (e.g. of a negative obligation), where damages are inadequate.
- Rectification, correcting a written contract that, by mistake, does not record what was actually agreed.
The duty to mitigate, and agreed remedies
- The innocent party must take reasonable steps to mitigate (reduce) its loss; it cannot recover losses it could reasonably have avoided.
- Contracts often include agreed remedies. A liquidated damages clause is generally enforceable if it protects a legitimate business interest and is not out of all proportion to that interest; a genuine pre-estimate of loss may help but is not essential. Limitation clauses are subject to the Unfair Contract Terms Act 1977 (B2B) and the Consumer Rights Act 2015 (consumers).
Key takeaways
- Remedies depend on who breached, how serious the breach is (condition vs warranty), and business vs consumer.
- Buyers may claim damages, reject/terminate for breach of condition, or seek specific performance for unique goods; consumers have tiered CRA remedies (reject → repair/replace → price reduction/refund).
- Sellers may sue for the price or non-acceptance damages, and have unpaid-seller rights (lien, stoppage, resale).
- General remedies (rescission, restitution, injunction, rectification) may apply, subject to the duty to mitigate and any valid agreed remedies.
Sources
- Sale of Goods Act 1979, ss 49–53 (price, non-acceptance, non-delivery, specific performance, breach of warranty) and unpaid-seller rights (ss 38–48)
- Consumer Rights Act 2015 (consumer remedies for faulty goods: short-term right to reject, repair/replacement, price reduction/final right to reject)
- General contract law: rescission, restitution, injunctions, rectification, mitigation, and the penalty rule
--- This article is general information about the law of England & Wales as at 2026, not legal advice. For advice on your circumstances, consult a qualified solicitor.