Place of delivery (Art.

1521)

1. Place stipulated in the contract

2. Place fixed by the usage of trade if no stipulation ( kung saan nagkakabentahan)
3. In the absence of both, delivery will take place at the seller’s place of business, or if none, at the seller’s place of residence. Provided, however, that in sales of specific goods,
which to the knowledge of the parties when the contact was executed were in some other place, then that place is the palce of the delivery.

From the above, it can be seen that the presumption is that the buyer must take the goods from the seller’s place of business or residence rather that the seller to deliver them to
the buyer.

Time of Delivery
1. Time stipulated
2. No time stipulated, within a reasonable time stipulated from the perfection of the contract.

Delivery of goods in possession of a third person

- The seller can hardly discharge from his obligation where the goods are in possession of a third person by bailee to deliver to the buyer. To affect the third persons, the
person holding the goods must acknowledge being the bailee for the buyer.
Expense of Delivery
- The seller bears the expenses of the delivery of the thing, unless agreed upon.

Article 1522
Situation Remedies Effect
Delivery of good less than the quantity 1. Buyer may reject all
agreed upon. (Art. 1522) 2. Buyer may accept what has been
delivered, at the contract rate.

Delivery of goods more than the 1. Buyer may reject all

quantity agreed upon
Delivery of Goods mixed with others
2. Buyer may accept the goods agreed
upon and reject the rest. If he gets all,
he must pay the excess at the contract
price rate.
1. Accept the goods which are in
accordance with that contract.
2. Reject the rest. If the sale is
indivisible, the buyer may reject all.
Effect of partial acceptance
A buyer who accepts the goods that are
in accord with the contract and rejects
the balance does not have the right to
claim for damages if he will not give the
seller the opportunity to make the proper
substitution for the goods rejected.
Delivery to carrier on behalf of the buyer (Article 1523)
General Rule- when the seller is authorized or required to send the goods to the buyer, the general rule is that the delivery of such goods to the carrier constitutes the delivery to
the buyer, whether the carrier is named by the buyer or not.
Exceptions- they are those provided for in paragraphs 1, 2 and 3 of article 1503 and when a contrary intent appears, that is the parties did not intend the delivery of the
goods to the buyer through a carrier.

FOB ( Free on Board)- they mean that the goods are to be delivered free of expense to the buyer.
CIF ( Cost insurance and Freight)- they signify that the amount fixed covers not only the cost but also the expenses and insurance to be paid by the seller.

Reciprocal obligation of the buyer and the seller to deliver the thing in exchange of a certain price.( Art. 1524)-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.

Unpaid Seller (Art. 1525)
Requisites
1. only a part of the price has been paid
or tendered
2. when a negotiable instrument has
been received as a conditional
payment, and the condition which is
was received is broken by dishonor of
the instrument
Rights
(Art. 1526)
1. a lien on the goods or right to retain
them for the price while he is in
possession with them
2. In case of the insolvency of the buyer,
a right of stopping the goods in transitu
after he has parted with the possession
of them.
3. a right of resale( considering the
perishable goods)
4. a right to rescind the sale

Rights Requisites Remedies Effect if rights are exercised Supplementary

Retain possession
1. where the goods have
been sold w/o any stipulation
or credit
2. where the goods have
been sold on credit; but the
term if credit has been
expired;
3. where the buyer becomes
insolvent(Art. 1527)
Where the unpaid seller has Goods losses his lien thereon:
made part of the delivery of 1. when he delivers the goods to a
the goods, he may exercise carrier or other buyer without reserving
his right of lien (claim) on the the ownership in the goods or the right
remainder, unless such to possession thereof
circumstances as to show 2. When the buyer or his agent lawfully
intent to waive the lien or right obtains possession of the goods.
to retention (Art. 1528) 3. by waiver thereof
(Art. 1529)

Right of stopping them in
transit- the vendee may
resume possession of the
goods at any time while they
are in transit, and he will
become entitled to the same
rights as regard to the goods
as he would have had if he
had never parted with the
possession (Art. 1530)
1. the seller is unpaid - the vendor’s remaining rights
2. the seller parted is to file an action against the
possession of the goods buyer and will be considered
3. the goods are still in as a creditor of the estate of
transit the insolvent buyer ( Art.
4. the buyer is or become 1530)
insolvent (Art. 1530)
(Art. 1532)
The right of stoppage in
transitu may be exercised by:
1. by taking actual possession
of the thing
2. by giving of the notice of
seller’s claim
Notice is given:
1. to the person in actual
possession of the goods
2. to his proncipal
a. the goods are no longer in transit
b. the contract of carriage ends, the
carrier now becomes a bailee, and
such, he is bound to redeliver the
goods according to the instruction of
the seller, otherwise, he will answer
for damages.
c. if a negotiable document of title has
been issued by the carrier, he shall
not be obliged to deliver the goods
according to the instruction of the
seller unless such document is first
surrendered for cancellation (Art
1532)
-the unpaid seller having a lien thereon
does not lose his lien by reason only
that he has obtained judgment or
decree for the price of the goods.
Goods are in transit:
1.From the time when they are
delivered to a carrier of land, air, water,
or other bailee for the purpose of
transmission to the buyer or his agent
in behalf of the buyer takes delivery of
them from such carrier or baillee
2. If the goods are rejected by the
buyer, and the carrier or the other
bailee continues in possession of them,
even if the seller refused to receive
them back.
Goods are no longer in transit:
1. if the buyer or his agent in that
behalf obtains delivery of the goods
before their arrival at appointed
destination
2. after the arrival of the goods at the
appointed destination, the bailee
acknowledges to the buyer or his agent
that he holds the goods in his behalf
and continues in possession of them
as bailee for the buyer or his agent,
and it is immaterial that further
destination for the goods may have
been indicated by the buyer
3. if the carrier or other bailee
wrongfully refuses to deliver the goods
to the buyer or his agent in that
behalf.(Art. 1531)
If upon arrival, the buyer without
reason refuses to accept the goods,
the same are still in transit and
 therefore, the seller can still exercise
the right of stoppage.

Right of resale a. the seller is unpaid Right of resale is available:

b. the buyer is in default in a. the goods are perishable
the payment of the price b. seller reserves his rights of
c. the seller has a right of resale
lien on the goods c. Buyer guilty of
d. the goods are perishable, unreasonable default in
or seller reserves the right of payment of the price (Art
resale, or the buyer has 1533)
been default in the payment
of the price for unreasonable
time
e. the title of goods must
have passed to the vendee
(Art 1533)

type requisites Liabilities Good faith Bad faith Remedies Supplementary

Warranties 1.An implied warranty on the
part of the seller that he has a
Express- affirmation right to sell the thing at the
of the fact or any time when the ownership
promise by the seller passes to the buyer, and that
relating to the thing of the buyer shall from that time
natural tendency of enjoy the legal and peaceful
which is to induce the possession of the thing (NO
buyer to purchase the EVICTION)
thing offered
2. an implied warranty that the
Implied- facts thing shall be free from any
considered agreed hidden fault or defects, or
upon by the parties any charge or encumbrance
even if not stipulated, not declared or known to the
unless otherwise buyer
excluded(Art 1546 a. the defects must not be
known to the buyer
b. defects must exist at the
Vendors who are not
liable for breach of
warranty
a. sheriff
b. auctioneer
c. mortgagee
d. pledge
e. other person
professing to sell by
When the vendee is virtue of authority in fact
aware of encumbrance or in law( Art 1547)
Art 1547 shall not
apply if the vendee is
aware of such
encumbrances.
 time of sale
3. the goods must be
reasonably fit for the
purpose of which it was
acquired
4. the goods must be
merchantable (Art 1547)
Opinion a mere expression of
opinion does not
impart a warranty
unless made by an
expert and was relied
upon by the buyer (Art
1546)
Eviction- a. final judgment The vendee need not Any stipulation Art 1548 applies only to
b. the vendee is deprived of to appeal from the exempting the disturbance of the law
the whole or part of the thing decision in order that vendor from the that is a person is
sold the vendor may obligation to claiming a right on the
c. deprivation is based on a become liable for answer for eviction thing sold.
right previous to the sale or eviction. (Art 1549) shall be void, if he
an act imputable to the vendor acted in bad faith
d. the vendor is notified of the Buyer’s failure to (Art 1553)
suit at the instance of the interrupt prescriptive
vendee period Waiver of Warranty Waiver of Warranty
(Art 1548) When adverse in case of eviction in case of eviction
(unfavorable) -the vendor is not -the vendor is
possession is liable(Art 1554) liable to pay the
commenced before value, which the
the sale, but the thing sold had at
prescriptive period is the time of
completed after the eviction.( Art 1554)
sale, the seller is not The vendor’s bad
liable for eviction, faith annuls the
because the act is not waiver of the
imputable to the warranty.
vendor but to the
vendee ( Art. 1550)

If the property is sold

for nonpayment of
 taxes due and not
made known to the
vendee before the
sale, the vendor is
liable for eviction (Art
1551)

The judgment debtor

is also responsible for
eviction in judicial
sales, unless it is
otherwise decreed in
the judgment (Art
1552)
When the warranty Liabilities of the Liabilities of the
has been agreed seller seller
upon or nothing has a. value of the a. value of the
been stipulated into thing at the time of thing at the time of
this point, in case eviction eviction
eviction occurs, the b. income or fruits b. income or fruits
vendee shall have the c. costs c. costs
right to demand to the d. expenses(Art d. expenses
vendor. (Art 1555) 1555) e. damages-
General Rule interest and
ornamental
expenses(Art
1555)

Partial eviction The warranty cannot be 1.Rescission When rescission is

enforced until a final judgment 2.Enforcement of unavoidable:
has been rendered, whereby warranty a. in total eviction
the vendee losses the thing (Art 1556) b. if the vendee cannot
acquired (Art 1557) return the thing without
other encumbrance than
The vendor shall not be those which it had when
obliged to make good the he acquired it.(Art 1556)
proper warranty, unless he is
summoned in the suit for
eviction at the instance of the
vendee (Art 1558)
 The defendant vendee shall
ask, within the time fixed in
the rules if the court for
answering the complain,
making the vendor a co-
defendant (Art 1559)
Servitude- an a. that the encumbrance be The vendor is not a. within one year to
encumbrance hidden, not stated in the liable: be computed from
imposed upon an contract and not recorded in a. when the easement the execution of the
immovable property the Registry of Property is apparent deed of sale, to ask
for the benefit of b. that the vendee would not b. when easement is for
another belonging to have acquired the property recorded in the 1. rescission
a different owner had he known of the Registry of Property, b. damages
(Art 1560) encumbrance unless there is an
Kinds- c. that the action to enforce express warranty that b. After one year
a. apparent- those the warrant must be brought the thing is free from from the date of
which are made within the proper period(Art burdens and sale, vendee can
known and are 1560) encumbrances only ask for
continually kept in c. when the buyer had damages, within a
view by external knowledge of the period of one year
signs that reveal the encumbrance (Art from the discovery
use and enjoyment of 1560) of easement.(Art
the same 1560)
b. Non apparent-
show no indication of
their existence

Type requisites liabilities Exemptions Supplementary

Warranty against a. the defects must be hidden a. hidden- defects not patent or visible
hidden defects b. the defect must be really b. Indispensible- defects which renders the
important thing unfit for the use for which renders the
c. the defect must be unknown thing unfit for the use to such as extent that,
to the vendee had the vendee been aware thereof, he
d. the defect must exist at the would have not acquired it or would have
time of transfer of risk (time of given a lower price for it
sale) c. existing at the time of sale(Art 1561)
e. the defect must is not
excluded in the contract
f. the claim to enforce this
 warranty must be brought within
proper period (Art 1561)
Warranty of fitness for a. notice is given by the vendee An implied warranty or condition as to the
a particular purpose to the vendor of the particular quality or fitness for a particular purpose is
(Quality) (Art 1562) purpose for which the goods expressed by the buyer. But when such
are bought agreement is not made, the usage of trade
b. the vendee must have relied shall be taken into consideration.( Art 1564)
on the seller’s skill or judgment
(Art. 1562)
Warranty of The vendor warrants that the
merchantability in sale goods are merchantable, saleable
by description (Art or of medium of quality. It signifies
1562) that the goods are fit for the
general purpose for which they
are manufactured and sold. (Art
1562)
Contract of sale of a There is no warranty as to its a. If there is a stipulation as that
specified article under fitness for any particular purpose, effect
its patent or other unless there is stipulation to the b. if the buyer relied upon the
trade name (Art 1563) contrary (art 1563) seller’s skill and judgment
c. if the goods are sold by one
who habitually deals on the said
goods(Art 1563)
Contact of Sale by 1.That the goods sold shall be
sample (Art 1565) exactly the same as the sample
provided
2. that the goods sold shall be
free from any defect rendering
them unmerchantable which
would not be apparent on
reasonable examination of the
sample.
3. be it noted that even if the
goods are delivered the same, the
seller is still liable if the goods
delivered are not merchantable
(Art 1565)