1.

) Accord the buyer the right to examine the goods ( Civil code,
Art 1584);
 Art. 1584 - Where goods are delivered to the buyer, which he has
not previously examined, he is not deemed to have accepted
them unless and until he has had a reasonable opportunity of
examining them for the purpose of ascertaining whether they are
in conformity with the contract if there is no stipulation to the
contrary.
 Unless otherwise agreed, when the seller tenders delivery of
goods to the buyer, he is bound, on request, to afford the buyer a
reasonable opportunity of examining the goods for the purpose of
ascertaining whether they are in conformity with the contract.
 Where goods are delivered to a carrier by the seller, in
accordance with an order from or agreement with the buyer,
upon the terms that the goods shall not be delivered by the
carrier to the buyer until he has paid the price, whether such
terms are indicated by marking the goods with the words "collect
on delivery," or otherwise, the buyer is not entitled to examine
the goods before the payment of the price, in the absence of
agreement or usage of trade permitting such examination.
2.) Deliver the thing sold (Civil code Arts.
1458 and 1495)
 Art. 1458. By the contract of sale one of the
contracting parties obligates himself to
transfer the ownership and to deliver a
determinate thing, and the other to pay
therefore a price certain in money or its
equivalent.
 Art. 1495. The vendor is bound to transfer
the ownership of and deliver, as well as
warrant the thing which is the object of the
sale.
3.) Deliver the fruits and accessories ( Civil Code
Arts. 1164, 1166 and 1537)

Art. 1164. The creditor has a right to the fruits of the

thing from the time the obligation to deliver it arises.
However, he shall acquire no real right over it until the
same has been delivered to him. (1095)
 Art. 1166. The obligation to give a determinate thing
includes that of delivering all its accessions and
accessories, even though they may not have been
mentioned. (1097a)
 Art. 1537. The vendor is bound to deliver the thing
sold and its accessions and accessories in the
condition in which they were upon the perfection of
the contract.
4.) Enter into a contract with the carrier on behalf of
the buyer as maybe reasonable under the
circumstances ( CC Art 1523)
 Art. 1523. Where, in pursuance of a contract of sale, the seller is
authorized or required to send the goods to the buyer, delivery of the
goods to a carrier, whether named by the buyer or not, for the purpose of
transmission to the buyer is deemed to be a delivery of the goods to the
buyer, except in the case provided for in Article 1503, first, second and
third paragraphs, or unless a contrary intent appears.
 Unless otherwise authorized by the buyer, the seller must make such
contract with the carrier on behalf of the buyer as may be reasonable,
having regard to the nature of the goods and the other circumstances of
the case. If the seller omit so to do, and the goods are lost or damaged in
course of transit, the buyer may decline to treat the delivery to the
carrier as a delivery to himself, or may hold the seller responsible in
damages.
 Unless otherwise agreed, where goods are sent by the seller to the buyer
under circumstances in which the seller knows or ought to know that it is
usual to insure, the seller must give such notice to the buyer as may
enable him to insure them during their transit, and, if the seller fails to
do so, the goods shall be deemed to be at his risk during such transit.
5.) Take care of the thing upon perfection
and prior to delivery with the proper
Diligence of a good father of a family. (Art.
1163)
Art. 1163. Every person obliged to give
something is also obliged to take care of it
with the proper diligence of a good father of
a family, unless the law or the stipulation of
the parties requires another standard of
care. (1094a)
6.) Make warranties (Civil Code Arts. 1495, 1545-
1581)
7.) Pay for the expenses for the axecution and
registration of the sale, unless there is
stipulation to the contratry ( CC Art. 1487)

Art. 1487. The expenses for the execution and registration

of the sale shall be borne by the vendor, unless there is
a stipulation to the contrary. (1455a)
8.) Notify the buyer regarding the necessity to insure
goods if it is usual to insure them ( Civil code Art. 1523)
 Art. 1523. Where, in pursuance of a contract of sale, the seller is
authorized or required to send the goods to the buyer, delivery of the
goods to a carrier, whether named by the buyer or not, for the purpose of
transmission to the buyer is deemed to be a delivery of the goods to the
buyer, except in the case provided for in Article 1503, first, second and
third paragraphs, or unless a contrary intent appears.
 Unless otherwise authorized by the buyer, the seller must make such
contract with the carrier on behalf of the buyer as may be reasonable,
having regard to the nature of the goods and the other circumstances of
the case. If the seller omit so to do, and the goods are lost or damaged in
course of transit, the buyer may decline to treat the delivery to the
carrier as a delivery to himself, or may hold the seller responsible in
damages.
 Unless otherwise agreed, where goods are sent by the seller to the buyer
under circumstances in which the seller knows or ought to know that it is
usual to insure, the seller must give such notice to the buyer as may
enable him to insure them during their transit, and, if the seller fails to
do so, the goods shall be deemed to be at his risk during such transit. (n)
9.) Transfer ownership ( Civil Code, Arts.
1458 and 1495)
 Art. 1458. By the contract of sale one of the
contracting parties obligates himself to
transfer the ownership and to deliver a
determinate thing, and the other to pay
therefor a price certain in money or its
equivalent.
 Art. 1495. The vendor is bound to transfer
the ownership of and deliver, as well as
warrant the thing which is the object of the
sale. (1461a)
Ownership of the thing sold is acquired only
upon its delivery, actual or constructive, to
the buyer, even if purchase was made on
credit.
Principal Obligations ( Civil Code, Art. 1582):
Obligations of the Vendee:
1.) To accept delivery of the thing sold
2.) To pay the price of the thing sold in legal
tender unless another mode has been agreed
upon at the time and place stipulated in the
contract; and
3.) To bear the expenses for the execution and
registration of the sale and putting goods in a
deliverable state, if such is the stipulation
Grace Period to Vendee
A grace period granted the vendee in
case of failure to pay the amount/s due is a
right, not an obligation
The Grace period must not be likened to
an obligation, the non payment of which,
under article 1169 of the civil code would
still generally require judicial or extra
judicial demand before default can be said
to arise.
Rules:
1.) In a contract of sale, the vendor is not required
to deliver the thing sold until the price is paid
nor the vendee to pay the price before the thing
is delivered in the absence of an agreement in
the contract(Art. 1524)

Art. 1524. The vendor shall not be bound to deliver the thing
sold, if the vendee has not paid him the price, or if no
period for the payment has been fixed in the contract.
(1466)
2.) If stipulated, the vendee is bound to accept delivery and
to pay the price at the time and place designated;
3.) If there is no stipulation as to the time and place of
payment and delivery, the vendee is bound to pay at the
time and place of delivery.
RULES:
4.) In the absence of a stipulation as to the place of delivery
it shall be made wherever the thing might be at the
moment the contract was perfected ( Art. 1251)
 Art. 1251. Payment shall be made in the place designated in the
obligation.
 There being no express stipulation and if the undertaking is to
deliver a determinate thing, the payment shall be made
wherever the thing might be at the moment the obligation was
constituted.
 In any other case the place of payment shall be the domicile of
the debtor.
 If the debtor changes his domicile in bad faith or after he has
incurred in delay, the additional expenses shall be borne by him.
 These provisions are without prejudice to venue under the Rules
of Court. (1171a)
RULES:
5.) If only the time for delivery of the thing sold has been
fixed in the contract, the vendee is required to pay even
before the thing is delivered to him. (Art. 1524)

Art. 1524. The vendor shall not be bound to deliver the thing
sold, if the vendee has not paid him the price, or if no
period for the payment has been fixed in the contract.
(1466)
Other obligations:
1.) Art. 1587.
Unless otherwise agreed, where goods are delivered to
the buyer, and he refuses to accept them, having the
right so to do, he is not bound to return them to the
seller, but it is sufficient if he notifies the seller that he
refuses to accept them. If he voluntarily constitutes
himself a depositary thereof, he shall be liable as such.
2.) To be liable as a depository if the voluntary constituted
himself as such( Art. 1587)
3.) To pay interest for the period between delivery of the
thing and the payment of the price in the following
cases( CC, Art. 1589)
Under Art. 1169 of the Civil code, the debtor
incurs delay from the time of judicial or
extra judicial demand for payment of the
price. However, demand is not necessary to
constitute delay in the following cases: (LTD)

i. The Law or Obligation expressly provides;

ii. Time is of the essence; or
iii. Demand would be useless as when the
obligor has rendered it beyond his power to
perform.
Patial Payment
Art. 1589 applies to a situation where the seller
delivers the thing to the buyer, who makes
partial payment of the purchase price.
Note:
Art. 1589(3) Will not apply if the seller files and
action to nullify the contract of sale.
Acceptance, not a bar to action for damages or
other legal remedy(cc, Art 1586)
Acceptance – is not a condition to complete
delivery, vendee has nothing to do with the
vendors delivery. The seller must comply with his
obligation to deliver although there is no
acceptance yet by the buyer.
General Rule
Unless agreed upon acceptance of the goods (Art.
1587) by the buyer does not discharge the seller
from liability for damages or other legal remedy
in breach of any promise (Art. 1586) or warranty
in the contract of sale ( Art. 1547).
Exception
If the buyer, after acceptance of the goods, fails to
give notice to the seller of the breach in any
promise or warranty within a reasonable time
after the buyer knows or ought to know of such
breach.
Purpose
To protect the seller against belated claims
1.) Not bound to accept delivery of goods by installments (
Civil Code, Art. 1583)
However, where the contract provides for the delivery of
goods by installments and a separate price has been
agreed upon for each installements, it depends on each
case of the terms of the contract and the circumstances of
the case whether the breach is severable or not. (De Leon,
Supra at 440)
2.) General Rule
Reasonable opportunity to examine the goods upon
delivery to ascertain whether they are in conformity
with the contract before accepting the same( Art. 1584
of the Civil Code)
Exeptions:
a.) There is a stipulation to the contrary (Art. 1584)
b.) In case of COD buyer is not entitled to examine until
payment is made except if;
a. There is an agreement permitting examination or,
b. The usage of trade permits the examination ( Art.
1523 par. 3)
The right of examination is not absolute. The seller is
bound to afford the buyer a reasonable opportunity of
examining goods only on request. (Art. 1584 par 2)
If the seller refused to allow inspection, the buyer may
resend the contract
3. Reject delivery of a wrong quantity of goods or of goods of
a different description not included in the contract, which
are mixed with the goods sold. ( ART. 1522)
4.) If he refuses to accept the goods, having the right to do
so, he is not bound to return them to the seller; it being
sufficient that he notifies the seller of his refusal to accept
(Civil Code Art. 1522)
If he voluntary constitutes himself as depository of the
goods. He shall be liable as such ( Civil Code Art. 1587).