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Delivery of the Thing Sold

May Anne Aves

Definition of Terms
A. A legal procedure by which a creditor can collect
what a debtor owes by reaching the debtor's
property when it is in the hands of someone other
than the debtor.
B. The temporary placement of control over, or
possession of Personal Property by one person, the
bailor, into the hands of another, the bailee, for a
designated purpose upon which the parties have

May goods for which a negotiable

document of title has been issued be
attached or levied upon while in the
possession of the bailee?
No, unless:

The document be first surrendered; or

Its negotiation is enjoined; or
It is impounded by the court. (Art. 1519.)

The courts, however, have the full power to

aid by injunction (a restraining order) or
otherwise, a creditor seeking to get
negotiable document covering such goods.
(Art. 1520)

Should the buyer take possession

of the goods or should the seller
send them? In other words, where
is the place of delivery?
Agreed upon
Determined by usage of trade
Sellers place of business
Sellers residence
In case of specific goods, which to the knowledge of
the parties when the contract or the sale was made
where in some other place, then that is the place of
delivery, in the absence of any agreement or usage
of trade to the contrary. (Art. 1521; Art. 1251)

At what time must the goods

sold be delivered?
1. At the time or period stipulated; or
2. If there is no stipulation at a
reasonable time and hour, which is a
question of fact (Art. 1521), i.e., a
matter that must be proved in case
of disagreement.

Delivery of goods


Less than quantity


reject the goods

accept the goods and pay for
their price
at contract rate
fair value

More than quantity


accept the quantity

contracted and reject the rest
accept all the goods and pay
the price of all of them.

Mixed with others

accept the goods contracted

and the reject the rest
accept them all

Which are indivisible

reject the whole of the

accept them all

to deliver the thing sold

notwithstanding the
perfection of the contract of
1. If the vendee has not paid the price and no period
for the payment has been fixed in the contract.
(Art. 1524.)
2. If a period has been fixed for payment (i.e., sale
on credit), but the vendee has lost the right to
make use of the period or term.
3. If a period (which has not yet arrived) has been
fixed for delivery, although the price has already
been paid. (Art. 1595.)

What are the sellers duty

after delivery to carrier?
1. To enter on behalf of the buyer into
such contract reasonable under
2. To give notice to buyer regarding
necessity to insure goods.

Trade Terms
1. Under this term, the seller pays all charges and bear the risk
until the goods are placed alongside overseas vessel and
within reach of its loading tackle.
2. They signify that the price fixed covers not only the COGS, but
the expenses of freight and insurance to be paid by the seller
up to the point specially named
3. They mean that the goods are to be delivered free of expenses
to the buyer to the point where they are free on board.

F. O. B. (free on board)
C. I. F. (cost, insurance, and freight)
F. A. S. (free alongside vessel)

Trade Terms
1. Under this term, the price quoted applies only at
the point of origin, and the seller agrees to place
the goods at the disposal of the buyer at the
agreed place on the date within the period fixed.
2. Under this term, the seller quotes a price
including the COGS on the dock at the named
port of importation
3. The initials signify that the price fixed includes
cost and freight to the named point of

C. & F. (cost and freight)

Ex factory, Ex warehouse, etc. (named point of origin)
Ex Dock (named port of importation)

Define an Unpaid Seller.

An unpaid seller is one -- Who has not been paid or tendered the
whole price;
Who has received a bill of exchange or
other negotiable instrument as
conditional payment and the condition
on which it was received has been
broken by reason of the dishonor of the
instrument. (Art. 1525)

What are the rights of the unpaid

Even if the ownership in the goods has already passed to the
buyer, they are:
A lien on the goods or right to retain them for the price while in his
A right of stopping the goods in transitu in case of insolvency of the buyer;
A right of resale; and
A right to rescind the sale.

If the unpaid seller still retains ownership in the goods, he cannot

be said to have a lien (on his goods). But he does have, in addition
to his other remedies, right to withholding delivery. (Art. 1526.)

In what cases may the unpaid

seller exercise his right of
possessory lien?
In any of the following:
Where the goods have been sold without any
stipulation as to credit;
Where the goods have been sold on credit, but the
term of credit has expired; and
Where the buyer becomes insolvent.

The seller may exercise his right of lien

notwithstanding that he is in possession of the
goods as agent or bailee for the buyer. (Art.