OBLIGATION OF THE VENDEE

1. TO PAY THE PRICE

a. at the time and place stipulated; or if none was stipulated, the payment must be
made at the time and place of the delivery of the thing sold.
b. The vendee shall be liable for interest for the period between the delivery of the thing
and the payment of the price in the following cases:
i. Should it have been so stipulated
ii. Should the thing have sold and delivered produce fruits or income;
iii. Should he be in default, from the time of judicial or extrajudicial demand for the
payment of the price.
Suspension of payments: if the vendee is disturbed in the possession or ownership of the
thing acquired, or should he heave reasonable grounds to fear such disturbance, by a
vindicatory action or a foreclosure or mortgage, he may suspend the payment of the price until
the vendor has caused the disturbance or danger to cease, unless:
i. The seller gives security for the return of the price in a proper case, or
ii. It has been stipulated that, notwithstanding any such contingency, the vendee shall
be bound to make the payment.
iii. There was only a mere act of trespass.

Vendor’s Remedy of Rescission The vendor may immediately sue for rescission if:
i. The vendee has not yet paid after the delivery is made.
ii. The subject matter is immovable property; and
iii. There is reasonable fear of loss of the property sold and its price. (Art.1591)
Note: however, that Art. 1191 (on reciprocal obligations) still applies, where rescission can
be had even without reasonable fear of loss if the vendee fails to pay upon delivery.
However, still, even thought it may have been stipulated that upon failure to pay the price at
the time agreed upon the rescission of the contract may be had, the vendee may pay, even
after the expiration of the period, as long as no demand for rescission of the contract
has been made upon him either judicially or by a notarial act. After the demand, the court may
not grant him a new term.
2. TO ACCEPT DELIVERY
Delivery by installment: The buyer is not bound to accept delivery by installments, unless
otherwise agreed upon.
If it was agreed that delivery be done in installments and payments separately made, and
a. The seller makes defective deliveries in respect of one or more installments, or
b. The buyer neglects or refuses without just cause to take delivery of or pay for one or more
installments.
It depends in each case on the terms of the contract and the circumstances of the case, whether
the breach of contract is:
a. So, material as to justify the injured party in refusing to proceed further and suing for
damages for breach of the entire contract, or
b. Severable, giving rise to a claim for compensation but not to a right to treat the whole
contract as broken.
DEMAND ACCEPTANCE: the buyer is deemed to have accepted the delivery if:
a. He intimates to the seller that he has accepted the thing.
b. He does any act which is inconsistent with the ownership of the seller.
c. After the lapse of a reasonable time, he retains the goods without intimating to the seller
that he has rejected them.

BUYER’s OBLIGATION TO NOTIFY THE SELLER OF BREACH OF PROMISE OR

WARRANTY: after the delivery is made, as a general rule, the seller is not discharged of
liability for damages or of breach of warranty.
EXCEPT:
a. there is an express or implied agreement to the contrary; or
b. the buyer fails to give notice to the seller of the breach within a reasonable time after
the buyer knows, or ought to know of such breach.
Notify the seller in case of refusal: 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 voluntary constitutes himself a depository thereof, he shall be liable as such.
Right to Examine:
General Rule: the buyer 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,
Except, no right to examine:
a. when there is agreement that the buyer cannot examine the goods sold.
b. When there is stipulation that the goods shall not be delivered to the buyer until he has
paid the price.
c. When the goods are marked with the words collect on delivery.
Vendor’s Remedies for Vendee’s Breach
1. Rescission is an available remedy to the seller with respect to movable property, if the
vendee upon the expiration of the period fixed for the delivery of the thing;
a. Should not have appeared to receive it, or
b. Having appeared, he should not have tendered the price at the same time, unless a
longer period has been stipulated for its payment.
2. Action for damages – if the buyer wrongfully neglects or refuses to accept and pay for the
goods.
3. Rescission when there has been no delivery yet:
a. If the buyer has repudiated the sale.
b. If the buyer manifested his inability to perform his obligations to pay the price or
c. If the buyer has committed a breach of contract, rescind the contract of sale.

Vendee’s Remedies for Vendor’s Non-Delivery

1. Bring an action for specific performance plus damages.
2. Action for rescission plus damages.
3. Action for damages.