Article 1582

The vendee is bound to accept delivery and to pay the price of the thing at the time and
place stipulated in the contract.
If the time and place should not have been stipulated, the payment must be made at
the time and place of the delivery of the thing sold.
Principal Obligation of the vendee:
 To accept delivery
 To pay the price of the thing sold
 To bear the expenses
Pertinent 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 to the contrary
2. If stipulated, then 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
4. In the absence also of stipulation, as to the place of delivery, it shall be made wherever
the thing might be at the moment the contract was perfected
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
Article 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 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 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 a right to treat
the whole contract as broken.
Rules governing delivery in installments
1. General rule
-In an ordinary contract for the sale of goods, the buyer is not bound to receive
delivery of the good in the installments.
2. Where separate price has been fixed for each installment
a. Where breach affects whole contract
b. Where breach divisible.
3. Where separate price was not fixed for each installment.
a. Seller fails to deliver
b. Buyer fails to pay the purchase price
Article 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.
Buyer’s right to examine the goods
Acceptance is assent to become owner of the specific goods when delivery of them is offered to
the buyer.
1. Right of inspection.
2. Actual delivery contemplated.
3. Goods delivered C.O.D./not C.O.D.
Right of examination is not absolute
 The buyer does not have an absolute right of examination since the seller is bound to
afford the buyer a reasonable opportunity of examining the goods only "on request." Such
opportunity to examine should be availed of within a reasonable time in order that the seller
may not suffer undue delay or prejudice.
If the seller refused to allow opportunity for the inspection, to ascertain whether they
are in conformity with the contract, the buyer may rescind the contract and recover the price or
any part of it that he has paid.
Waiver of right to examine before payment
The right of inspection may, of course, be given up by the buyer by stipulation. The
waiver, however, need not be in express terms. An illustration of a bargain inconsistent with
examination of the goods before payment is a contract by which goods are to be sent to the
buyer C.O.D. (par. 3.) But the buyer is still entitled to examine the goods after their delivery and
payment of the price. (par. 1.)
It should be noted that even in a C.O.D. sale, the buyer is allowed to examine the goods
before payment of the price should it have been so agreed upon or if it is permitted by usage.
(par. 3)
Rejection of goods
Where, on inspection, the goods are proved to be unsuitable or fail to conform to the
contract, the buyer may refuse to accept them.
a. The buyer is not bound to return them
b. The option to reject must be exercised
c. If the right of rejection is not exercised within a reasonable time
The question of what is a reasonable time within which the buyer must inspect the goods is a
question of fact– relevant circumstances.
Article 1585
The buyer is deemed to have accepted the goods when he intimates to the seller that
he has accepted them, or when the goods have been delivered to him, and he does an act in
relation to them which is inconsistent with the ownership of the seller, or when, after the lapse
of a reasonable time, he retains the goods without intimating to the seller that he has rejected
them.
What constitutes acceptance.
Modes of manifesting acceptance.
 Expressly or impliedly
 1. Express acceptance takes place when the buyer, after delivery of the goods, intimates
to the seller– verbally or in writing.
2. Implied acceptance takes place:
a. The buyer does any act inconsistent with the seller's ownership
b. The buyer retains the goods without intimating his rejection
Delivery and acceptance, separate acts
1. Acceptance, not a condition to complete delivery.
o Delivery is an act of the vendor. Thus, one of the obligations of the vendor is the
delivery of the thing sold. The vendee has nothing to do with the act of delivery
by the vendor. Acceptance is an obligation on the part of the vendee.
2. Acceptance and actual receipt do not imply the other.
o There may be an actual receipt without any acceptance and there may be
acceptance without any receipt.
Article 1586
In the absence of express or implied agreement of the parties, acceptance of the goods
by the buyer shall not discharge the seller from liability in damages or other legal, remedy for
breach of any promise or warranty in the contract of sale. But, if, after acceptance of the
goods, the buyer fails to give notice to the seller of the breach in any promise of warranty
within a reasonable time after the buyer knows, or ought to know of such breach, the seller
shall not be liable therefor.
Acceptance not a bar to action for damages
 Acceptance, as used in this article, has the meaning explained previously-assent to
receive delivery as transferring possession and ownership in the goods; but it does not
carry with it the additional agreement that the property in the goods shall be taken in
full satisfaction of all obligations.
Notice to seller of breach of promise or warranty
(1) Necessity. - Article 1586 requires the buyer, in order to hold the seller for breach of
promise or warranty, to give notice to the seller of any such breach within a reasonable
time.
(2) Purpose. -The purpose is to protect the seller against the belated claims which prevent
him from making prompt investigation to determine the cause and extent of his liability
and also to enable him to take any other immediate steps that his interest may require.