OBLIGATIONS OF BUYER
1. Pay the Price
Buyer is obliged to pay for the price at the time and place stipulated in the
contract. Mere sending of a letter by the buyer expressing his intention to pay without
the accompanying payment is not considered a valid tender of payment. Unless the
parties have agreed to the payment of the price to any other party, then its payment to
be effective must be made to the seller in accordance with Art. 1240 of the Civil Code
which provides that “[P]ayment shall be made to the person in whose favor the
obligation has been constituted or his successor in interest, or any person authorized to
receive.”
Buyer is also obliged to pay interest for the period between delivery of the subject
matter and the payment of the price when: (a) the same has been stipulated; (b) should
object delivered produce fruits or income; or (c) in case the buyer is in default, from the
time of judicial or extrajudicial demand.
Non-payment of the consideration in the sale does not prove simulation; at most,
it gives the seller the right to sue for collection. Generally in a sale, payment of the price
is a “resolutory condition” and the remedy of the seller is to exact fulfi llment or, in case
of a substantial breach, to rescind the contract under Article 1191 of the Civil Code.
2. Accept Delivery of Thing Bought
The buyer is bound to accept delivery of the thing bought 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.
In case of goods, 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 any 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.
a. Opportunity to Inspect Goods
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.
(1) Exception: C.O.D. Sales
a. Where goods are delivered to a carrier 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 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.
b. Goods Sold Deliverable by Installments Unless otherwise
agreed, the buyer of goods is not bound to accept delivery thereof
by installments.
Where the sale covers 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 to a right to treat the whole contract as
broken.
c. Effect of Acceptance of Goods on Seller’s Warranty In the
absence of an agreement to the contrary, acceptance of the goods
by the buyer shall not discharge the seller from liability in damages
or other legal remedy for breach of promise or warranty in the sale.
However, if after acceptance of the goods, the buyer fails to give
notice to the seller of breach in any promise or warranty within a
reasonable time after the buyer knows, or ought to know, of such
breach, the seller is excused.
d. Refusal to Accept Goods Unless otherwise agreed, where goods
are delivered to the buyer, and he refuses to accept them, having
the right to do so, he is not bound to return them to the seller, and it
is sufficient that he notifies the seller of his refusal.
If he voluntarily constitutes himself as a depository, he shall be
liable as such.
On the other hand, in the absence of stipulation, when the buyer’s
refusal to accept the goods is without just cause, the title thereto
passes to him from the moment they are placed at his disposal.