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COVERAGE OF DISCUSSION:
• OBLIGATIONS OF THE VENDEE
Obligations of the vendee
3. When he retains the goods after the lapse of a reasonable time without intimating to the seller that he has rejected them. (Art.1585)
Delivery of goods in installments
As a general rule, the buyer is not bound to accept delivery of the goods in installments, unless otherwise agreed. (Art. 1583) This
is consistent with the rule that payment or performance must be complete. (Art. 1233)
If there is a stipulation and the seller makes defective deliveries in respect of one or more installments, or the buyer neglects or
refuses without just cause to take delivery of or pay one or installments, the injured party may, depending upon the circumstances
of the case:
1. Refuse to proceed further with the contract and sue for damages for breach of the entire contract; or
2. Claim compensation but not damages, if the breach is severable. (Art. 1583)
Right of buyer to examine goods before accepting them
General rule: The buyer has the right to examine the goods before accepting them.
Exceptions, i.e., such right is not available in the following cases:
1. When there is an agreement to that effect.
2. When there is a stipulation that the goods shall not be delivered to the buyer until he has paid the price such as when the goods are
marked with the words "collect on delivery" - unless there is an agreement or of trade permitting usage such examination. (Art.
1584)
Effect of acceptance of goods on seller's liability for breach of warranty
General rule: The seller is not discharged from liability in damages or other remedy for breach of warranty by the
acceptance of the goods.
Exceptions. i.e., the seller is discharged from such liability in the following cases:
1. If there is an agreement, whether express or implied.
2. If the buyer fails to give notice to the seller breach of warranty within reasonable time after the buyer knows or ought to
know of such breach. (Art. 1586)
Effect when buyer refuses to accept delivery
1. If refusal to accept delivery is justified (such as when the quantity is not complete or the goods being delivered are
different from those stipulated)
A. Buyer has no duty to return goods the seller unless otherwise agreed. (Art. 1587)
B. Title to the goods does not pass on to him. (Art. 1588)
C. He shall not be obliged to pay the price.
D. If he constitutes himself depositary of the goods, he shall be as liable as such. (Art. 1587)
Obligation of the buyer
It is sufficient that the buyer notifies the seller that he refuses to accept the goods (Art. 1587) so that the seller can take action on
them.
Grounds
1. Disturbance in the vendee’s possession or ownership of the thing purchased. May the vendee
Thus, suspend payment if a complaint for eviction was brought against him.
2. Reasonable grounds to fear such disturbance, by a vindicatory action or foreclosure of mortgage. (Art. 1590)
Thus, the vendee may suspend payment if he receives a demand letter which threatens the filing of a complaint for the recovery of the thing sold or
for foreclosure of the mortgage constituted on the thing.
Duration of suspension of payment
Until the vendor has caused the disturbance or danger to cease. (Art. 1590)
When right to suspend payment not available
A. If the vendor gives security for the return of the price.
B. If it has been stipulated that the vendee shall pay the price notwithstanding the existence of the aforementioned disturbance or danger.
C. If the disturbance is a mere act of trespass. (Art. 1590)
Thus, the mere entry and presence of squatters will not justify suspension of the payment of the price by the buyer.
Rescission by vendor
1. Immovables
A. When vendor is entitled to sue for immediate rescission
The vendor may immediately sue for rescission of the sale if there are reasonable grounds to fear:
2. Pactum commissorium – This is an agreement between the vendor and the vendee in the sale of an immovable that rescission
of the contract shall of right take place if the vendee fails to pay the price at the time agreed upon. (Art. 1592)
3. Movables
Grounds for immediate rescission
Rescission of the sale of a movable shall of right take place in the interest of the vendor, i.e., at bis option, if at the time fixed for the
delivery of the thing, the vendee:
1. does not appear to receive the thing,
2. or having appeared, does not pay the price, unless a longer period is stipulated for its payment. (Art. 1593)