Obligation of the Vendee 1.
To accept delivery of the thing sold
Three instances showing acceptance of goods a) When the buyer intimates to the seller that he has accepted the goods. b) When the buyer does an act inconsistent with ownership of the goods by the seller c)
When the buyer retains or keeps ke eps the goods within a reasonable time from delivery
2.
To pay the price of the sale
a) Time and place of payment of the price 1. At the time and place stipulated 2. Time and place of delivery of the thing, in the absence of stipulation. b) When interest will be paid on the price – price – The buyer shall pay interest for the period between the delivery of the thing and the payment of t he price, in the following cases: 1. If there is a st ipulation – ipulation – if interest was stipulated but the rate was not indicated, the reate shall be the legal rate of 12% 2. If the thing sold produces fruits or income 3. If he is in default, from the time of judicial or extrajudicial demand for t he payment of the price. In addition: 3. Other obligations stated in the contract. Ex: Payment of the expenses of the contract, qualifying the rule that the vendor must pay the expenses of the contract. Examination of the goods As a rule, the seller is bound, on request, to give the buyer a reasonable opportunity to examine the goods delivered to ascertain whether they are in conformity with the contract, before acceptance and payment. But this rule may be modified by t he parties and may stipulate that the car riers shall not deliver the goods to the buyer until he has paid the price of the t he sale. C.O.D Sale In COD sale, the buyer has no right to examine the goods before he pays the price except: 1. If agreed upon
2. If examination before payment of the price is permitted by usage of trade Buyer not bound to return If a right granted to the buyer is refusing to accept the goods, he is not bound to return t hem to the seller, but it is sufficient if he notifies the seller that he refuses to accept them. if he voluntarily constitutes himself a depository, he shall be liable as such. Be it noted that if the buyer accepted the goods, and he seeks to rescind for fraud or breach of warranty, it is the duty of the buyer to return the goods to the seller. Effect of rightful refusal to accept delivery. After the buyer gave notice to the seller of his refusal to accept, the title on the goods does not pass to the buyer and the latter is not obliged to pay the price of the sale. Wrongful refusal to accept delivery When the buyer refuses to accept the goods without reasons, the t itle thereto passes to him from the moment they are at his disposal, and of course he is bound to pay the price. Instances when vendee can suspend payment of the price 1.
Disturbances in the possession or ownership of the thing he bought.
2.
Reasonable or well-grounded fear of a vindicatory action or fo reclosure of mortgage on the thing bought.
Nature of disturbance A simple disturbance in fact is not a ground for suspension of payment because the seller could easily defend himself. The disturbances or fear of such disturbances must be due to actual or possible exercise of reinvidicatory action or foreclosure of mortgage. Vendee’s right of partial retention If the disturbance affects the whole ownership, the entire price may be retained, but when it affects only a part of the property, only the value of the part affected should be retained. Consignation of the price. Some authorities in Civil Law maintains that the price should be consigned in court because it is just for hum to keep the price in his possession and at the same time benefit from the thing purchased. However majority opinions and decisions of courts maintained that although such view is equitable, yet the law imposes no obligation to consign the price in court. When vendee not entitled to suspension of payment 1.
When the vendor gives security for the return of the price.
2.
When it has been stipulated that, notwithstanding any disturbance, the vendee shall pay the price
3.
When the disturbance is a mere trespass in fact.
4.
When the vendor gives security or bond, mortgage or pledge satisfactory to the vendee for restitution of the price.
When vendor entitled to immediate rescissions 1. There must be a reasonable ground to fear the loss of the immovable property sold. 2. Reasonable ground to fear the loss of the price. Concept of pactum commisorium An agreement that the sale shall be void upon the vendee’s failure to pay the price at the time stipulated, and the vendor shall retain any part of the price paid. Validity in sale of immovable The stipulation of automatic rescission is void. The vendee can still pay the price of the sale even after the period granted, unless there is demand for rescission notarially or judicially made at t he instance of the seller. However, a stipulation in sale of immovable payable in installment giving the vendor the right to cancel the sale upon failure of the vendee to pay two or more installments and to retain the installment paid is valid unless unconscionable. Automatic rescission in sale of immovable and movable property 1.
In immovable property – there is no automatic rescission. The vendee may still pay the price even after expiration of the period of payment unless there is demand for rescission of the contract judicially or notarially made at the instance of the seller.
2.
In movable property – there is automatic rescission of the contract the m oment the vendee cannot pay the price of the sale or does not appear at the place of delivery.
