1.  These Regulations may bee cited as the Commercial Sale of Goods Regulation of Bhutan. 

Effective Date 

2.  These Regulations shall come into effect from such date as the Minister of Trade and Industry may appoint and notify in the national newspaper 

Scope 

3.  Unless the context otherwise requires, these Regulations applies only to transactions in goods.  It does not apply to other types of transactions, such as transactions in services, securities, or real property. 

Rules of Construction

4.  In these Regulations, unless the context otherwise required; 

(i)  Words in the singular number include the plural, and words in the plural include the singular; 

(ii)  Words of the masculine gender include the feminine and the neuter, and when the sense so indicates words of the neuter gender may refer to any gender. 

Obligation of Good Faith 

5.  Every contract or duty within these Regulations imposes an obligation of good faith in its performance or enforcement. 

Actions by Agents of the Buyer or Seller 

6.  Any action required or permitted to be taken by either the buyer or the seller under these Regulations, may be taken instead by an agent of the buyer or seller, provided the other party is given notice of the agency. 

Statute of Limitations in Sales Contracts 

7.  (i) An action for breach of any contract for sale must be commenced within three years after the cause of action has accrued.  The parties, however, may agree to reduce or extend the period of time within which a lawsuit must be commenced. 

(ii)  A cause of action accrues when the breach of contract occurs, regardless of  the aggrieved party’s lack of knowledge of the breach.  Provided, however, that a cause of action for a breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of  the goods and discovery of the breach must await the time of such performance, the cause of action accrues when the breach is or should have been discovered. 

(iii)  This section does not prevent parties from agreeing to toll the statute of limitations nor does it apply to causes of action that have accrued before These Regulations becomes effective.

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