a. Place of delivery
i. Whether it is for the buyer to take possession of the goods or for the seller to send them depends on the contract between the parties.
ii. as a general rule, the buyer must get the goods at the seller’s business place or residence, except in the ff cases
1. there is an agreement to the contrary (express or implied) 2. usage of the trade states dictates otherwise
3. sale of specific goods which parties knew to be in some other place at the time of sale that place is the place of delivery
b. Time of delivery
i. Where the seller is bound to send the goods but no time for sending is fixed, he must send them w/in a reasonable time [1521] ii. 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 [1524]
c. Manner of delivery when goods are in the hands of a 3rd person.
i. Where the goods at the time of sale are in the possession of a third person, the seller has not fulfilled his obligation to deliver to the buyer unless and until such third person acknowledges to the buyer that he holds the goods on the buyer's behalf. [1521] ii. Expenses for the delivery are to be shouldered by the seller unless
otherwise agreed upon [1521]
iii. When demand of delivery must be made. In the absence of agreement, demand must be made at a reasonable hour [1521] iv. When parties incur in delay [1169]
1169: Those obliged to deliver or to do something incur in delay from the time the obligee judicially or extrajudicially demands from them the fulfillment of their obligation.
However, the demand by the creditor shall not be necessary in order that delay may exist:
1. When the obligation or the law expressly so declare; or 2. When from the nature and the circumstances of the
obligation it appears that the designation of the time when the thing is to be delivered or the service is to be rendered
Comment [vsf28]: Whether it is for the buyer to take possession of the goods or of the seller to send them to the buyer is a question depending in each case on the contract, express or implied, between the parties. Apart from any such contract, express or implied, or usage of trade to the contrary, the place of delivery is the seller's place of business if he has one, and if not his residence; but in case of a contract of sale of specific goods, which to the knowledge of the parties when the contract or the sale was made were in some other place, then that place is the place of delivery.
Where by a contract of sale the seller is bound to send the goods to the buyer, but no time for sending them is fixed, the seller is bound to send them within a reasonable time.
Where the goods at the time of sale are in the possession of a third person, the seller has not fulfilled his obligation to deliver to the buyer unless and until such third person acknowledges to the buyer that he holds the goods on the buyer's behalf.
Demand or tender of delivery may be treated as ineffectual unless made at a reasonable hour. What is a reasonable hour is a question of fact.
Unless otherwise agreed, the expenses of and incidental to putting the goods into a deliverable state must be borne by the seller Comment [vsf29]: Smith Bell & Co., Ltd. V. Matti, 1922: What constitutes a reasonable time is determined by the circumstances of the particular transaction, such as: the character of the goods,
- the purpose for which they are intended,
- the ability of the seller to produce the goods if they are manufactured, - the facilities available for transportation and the distance the goods must be carried, and - the usual course of business in the particular trade
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was a controlling motive for the establishment of the contract; or
3. When demand would be useless, as when the obligor has rendered it beyond his power to perform.
In reciprocal obligations, neither party incurs in delay if the other does not comply or is not ready to comply in a proper manner with what is incumbent upon him. From the moment one of the parties fulfills his obligation, delay by the other begins. II. Effects of delivery
a. ownership of the thing sold is transferred to the vendee upon actual or constructive delivery thereof [1477], or in any manner signifying agreement that possession is transferred from the vendor to the vendee [1496]
b. in the ff instances, ownership is not transferred despite delivery i. when the sale is not valid
ii. express reservation [1503(1),1478] iii. sale on approval [1502]
iv. implied in the bill of lading[1503] v. seller not the owner [1505] c. when seller not bound to deliver
i. vendee has not paid him the price or if not period for payment has been fixed in the contract [1524]
ii. in case the vendee shall lose to make use of the term as provided in 1198 [1536]
iii. under 1198, the debtor shall lose every right to make use of the period
1. When after the obligation has been contracted, he becomes insolvent, unless he gives a guaranty or security for the debt;
2. When he does not furnish to the creditor the guaranties or securities which he has promised;
3. When by his own acts he has impaired said guaranties or securities after their establishment, and when through a fortuitous event they disappear, unless he immediately gives new ones equally satisfactory;
4. When the debtor violates any undertaking, in
consideration of which the creditor agreed to the period; III. Sale of movables [1522]
a. rules when the quantity delivered is less than that agreed upon i. buyer may reject
ii. or buyer may accept what has been delivered, at the contract rate b. rules when quantity is more than the agreement
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i. buyer may reject all; he must not be burdened with the duty of segregation, if he does not so desire
ii. buyer may accept the goods agreed upon and reject the rest iii. if he gets all, he must pay for them at the contract rate c. delivery by installments [1583]
1583: Unless otherwise agreed, the buyer of goods is not bound to accept delivery thereof by installments.
Where there is a contract of sale of goods to be delivered by stated installments, which are to be separately paid for, 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 for one 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 so material as to justify the injured party in refusing to proceed further and suing for damages for breach of the entire contract, or whether the breach is severable, giving rise to a claim for compensation but not to a right to treat the whole contract as broken.
IV. Sale of immovables
a. if sale is made with a statement of its area, at the rate of a certain price for a unit
i. vendor shall be obliged to deliver to the vendee, if the latter should demand it, all that may have been stated in the contract [1539]
ii. should this not be possible or should any part of the immovable be not of the quality specified in the contract, the vendee may choose between [1539]
1. a proportional reduction of the price and 2. the rescission of the contract
iii. should there be a greater area or number in the immovable than that stated in the contract [1540]
a. vendee may accept the area included in the contract and reject the rest
b. he may accept the whole area, but he must pay for the same at the contract rate
iv. 1539 and 1540 apply to judicial sales b. If sale is made for a lump [1541]
i. there shall be no increase or decrease of the price, although there greater or less area or number than that stated in the contract
ii. same rule applies when 2 or more immovable are sold for a
single price
Comment [vsf30]: in the case of lack in the area, rescission shall only take place if the lack is not less than one tenth of that stated; in case of misrepresentation as to quality, rescission shall only take place at the will of the vendee and when the inferior value of the thing sold exceeds one tenth of the price agree d upon. Nevertheless, if the vendee would not have bought the immovable had he known of its smaller area or inferior quality, he may rescind the sale.
Comment [vsf31]: but if, besides mentioning the boundaries, which is indispensable in every conveyance of real estate, its area or number should be designated in the contract, the vendor shall be bound to deliver all that is included within said boundaries, even when it exceeds the area or number specified in the contract; and, should he not be able to do so, he shall suffer a reduction in the price, in proportion to what is lacking in the area or number, unless the contract is rescinded because the vendee does not accede to the failure to deliver what has been stipulated.
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V. Inspection and Acceptance a. Right to inspect
i. unless otherwise agreed, the seller is bound, on request of the buyer, to afford the buyer a reasonable opportunity of examining the goods for the purpose of ascertaining whether they are in conformity with the contract [1584(2)]
ii. no right to inspect when the sale is on COD in the absence of an agreement or usage of trade to the contrary [1583(3)]
b. Manifestation of acceptance— the buyer is deemed to have accepted the goods when [1585]:
i. he intimates to the seller that he has accepted them; or
ii. when the goods have been delivered to him and he does any act in relation to them which is inconsistent with the ownership of the seller; or
iii. when, after the lapse of time, he retains the goods without intimating to the seller that he has rejected them
c. Refusal to accept—Unless otherwise agreed, where the goods are delivered to the buyer and he has a right to refuse to accept them, he need not return them. It is sufficient that he notifies the seller that he refuses to accept them, and the buyer becomes the depository of the goods [1587] d. Acceptance not condition to delivery— Since delivery of the subject
matter of the sale is an obligation on the part of the seller, the acceptance thereof by the buyer is not a condition for the completeness of delivery [La Fuerza v CA]
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