Course Code: BAM 242

SAS: Module #5.2

Name: Section: Schedule: Class number: Date:

Lesson Title: OBLIGATIONS OF VENDEE Materials:

Lesson Objectives: Student Activity Sheet
At the end of this module, I can:
1. Define acceptance and state its kinds.
2. Enumerate the justifiable and unjustifiable References:
grounds of refusal to accept delivery and Regulatory Framework and Legal Issues
understand its effects in Business Part 1 by Atty. Andrix
3. Define payment and state the grounds Domingo,CPA,MBA
and effects of suspension of payment by the
vendee.

Productivity Tip:
We all have different preferences when it comes to
studying. Some prefers a very quiet surrounding, some can study while having background
music on and amazingly, some can study even when there is so much noise around. But
there is one thing we can all agree on, we can do all things humanly possible for
something that we want so badly! You may not be in you most ideal study place, but
whatever it takes, please keep fighting!

A. LESSON PREVIEW/REVIEW

1) Introduction (2 mins)

The law provides that the vendee has an obligation to pay a sum
certain in money or its equivalent.

But what if the buyer received a thing entirely different from the one ordered?
Can the buyer refuse payment and acceptance? Can the buyer return the
goods?

Article 1582 is so clear about the obligations of the buyer. It states that the
vendee is bound to accept delivery and to pay the price of the thing sold at the time and place stipulated in the
contract. It also states that 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.

However, there are instances where the buyer can VALIDLY refuse payment and acceptance of the thing. The
law protects consumers by making sure that laws are in place to safeguard their interests.
 Course Code: BAM 242
SAS: Module #5.2

Name: Section: Schedule: Class number: Date:

In this module, you will learn the rights and obligations of a vendee.
 Course Code: BAM 242
SAS: Module #5.2

Name: Section: Schedule: Class number: Date:

2) Activity 1: What I Know Chart, part 1 (3 mins)

Try answering the questions below by writing your ideas under the first column What I Know.

What I Questions: What I Learned

1. Can the buyer examine the
goods delivered? Explain.

2. Name instances where the

buyer can refuse the
acceptance of goods.

3. Name instances where the

buyer can refuse payment.

B. MAIN LESSON

1) Activity 2: Pre-Printed Content Notes (13 mins)

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 contracts.
 Course Code: BAM 242
SAS: Module #5.2

Name: Section: Schedule: Class number: Date:

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.

From the above article, the following principal obligations of the vendee must be borne in mind:
1. To accept delivery; and
2. To pay the price of the thing sold

ACCEPTANCE:

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.

Acceptance can be made expressly or impliedly. Acceptance is made expressly when the buyer accepted the
goods verbally or in writing after the delivery.

On the other hand, acceptance is made impliedly when the buyer does any actions that can be considered as
an act of ownership, like when he sells or attempts to sell the goods, or he uses them or makes alteration or
modification in them.

Also, acceptance is made impliedly when the buyer after the lapse of a reasonable time, retains the goods
without communicating its rejection.

Rules on Delivery:

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. (Article 1524)

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. (Article 1251)
 Course Code: BAM 242
SAS: Module #5.2

Name: Section: Schedule: Class number: Date:

Rules Governing Delivery in Installment:

Unless agreed upon, the buyer is not bound to receive delivery of the goods in installment.

If the parties entered into a contract of sale of 10 sacks of rice to be delivered on a particular date, the seller
cannot force the buyer to accept 1 sack of rice for 10 consecutive days instead. This is because the general rule
is that the buyer is not bound to receive delivery of the goods in installment unless there is an agreement to the
contrary.

Rules on Buyer’s Right to Examine the Goods Delivered:

Unless agreed otherwise, whenever goods are delivered to the buyer, the
buyer is entitled to a fair opportunity to inspect the goods to determine
whether the goods are in conformity with the contract.

It is only after the examination or inspection that the goods are

deemed accepted and transfer of ownership effected, unless there is an
agreement to the contrary.

However, 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 as stated in Article 1584 paragraph
2. 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 of goods to ascertain whether they are in
conformity with the contract, the buyer may refuse to accept the goods and may rescind the contract and
recover the price or any part of it that he has paid. The buyer is not bound to return the goods to the seller, it is
sufficient if he notifies the seller that he refuses to accept them.

The right of inspection may be waived. The buyer may give up his right to examine the goods expressly or
impliedly.

Effect of Buyer’s Unjustifiable Refusal to Accept Delivery:

According to Article 1588, when the buyer refused to accept the goods without just cause, the title thereto
passes to him from the moment they are place at his disposal.

This article only shows that the buyer’s refusal to accept the delivery will not prevent the passing of the
ownership of the goods.

When Vendee Liable for Interest:

1. Should it have been so stipulated;
2. Should the thing sold and delivered produce fruits or income;
3. Should he be in default, from the time of judicial or extrajudicial demand for the payment of the price.
 Course Code: BAM 242
SAS: Module #5.2

Name: Section: Schedule: Class number: Date:

PAYMENT:
The vendee has an obligation to pay a price certain in money or its equivalent.
However, there are cases where the vendee may suspend payment. According
to Article 1590, the vendee may suspend the payment of the price in two cases only:

1. If he is disturbed in the possession or ownership of the thing bought; or

2. If he has a well-grounded fear that his possession or ownership would be
disturbed by a vindicatory action of foreclosure of mortgage.

On the other hand, the following are the cases where the vendee cannot suspend the payment of the price
even if there is disturbance in his possession of ownership of the thing sold:
1. If the vendor gives security for the return of the price in a proper case;
2. If it has been stipulated that despite any such contingency, the vendee must make payment;
3. If the disturbance is a mere act of trespass.

2) Activity 3: Skill-building Activities (with answer key) (18 mins + 2 mins checking)

Exercise I

1. What is the consequence if the seller refused to allow opportunity for the inspection of
goods?

2. Is the right of the buyer to examine the goods absolute?

3. Can the buyer waive his right to examine the goods before payment? How?

.
 Course Code: BAM 242
SAS: Module #5.2

Name: Section: Schedule: Class number: Date:

4. If the goods proved to be unsuitable or fail to conform to the contract, is the buyer bound to return them to
the seller?

5. What constitute acceptance? Explain.

6. When is buyer’s refusal to accept justified?

7. Give the cases when the vendee is given the right to suspend payment of the purchase price.

3) Activity 4: What I Know Chart, part 2 (2 mins)

It’s time to answer the questions in the What I know chart in Activity 1. Log in your answers in the table.

4) Activity 4: What I Know Chart, part 2 (2 mins)

It’s time to answer the questions in the What I know chart in Activity 1. Log in your answers in the table.
 Course Code: BAM 242
SAS: Module #5.2

Name: Section: Schedule: Class number: Date:

5) Activity 5: Check for Understanding (5 mins)

Exercise I

1. I. The buyer of goods is not bound to accept delivery thereof by installments.

II. The buyer has a reasonable opportunity to examine the goods upon delivery to ascertain
whether they are in conformity with the contract before accepting the same.
a. Only I is true
b. Only II is true
c. Both are true
d. Both are false

2. It is when the buyer does any act in relation to the goods which is inconsistent with the ownership of
the seller.
a. Express acceptance
b. Implied acceptance
c. Non-acceptance
d. None of the above

3. The following are the effects of buyer’s justifiable refusal to accept delivery, except:
a. The buyer has no obligation to return the goods to the seller
b. It is sufficient that the buyer notifies the seller that he refuses to accept the goods
c. There will be legal pledge or pledge by operation of law
d. If the buyer voluntarily constitutes himself a depositary of the goods, he shall be liable as such

4. I. When the buyer’s refusal to accept the goods is without just cause, the title thereto passes to
him.
II. 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.
a. Only I is true
b. Only II is true
c. Both are true
d. Both are false

5. I. Acceptance of the goods by the buyer shall discharge the seller from liability in damages for
breach of any warranty in the contract of sale.
II. Where goods are delivered to the buyer and he refuses to accept them, having the right to do so, he
is bound to return them to the seller.
 Course Code: BAM 242
SAS: Module #5.2

Name: Section: Schedule: Class number: Date:

a. Only I is true
b. Only II is true
c. Both are true
d. Both are false

A.LESSON WRAP-UP

Activity 6: Thinking about Learning

Congratulations for finishing this module! Shade the number of the module that you finished

Did you have challenges learning the concepts in this module? If none, which parts of the module helped you
learn the concepts?

Some question/s I want to ask my teacher about this module is/are:

_.
Learning Scores Action Plan
Date
Target/Topic

What module# did you do? What contributed to

What were your scores in
What’s the date What were the learning the quality of your
the activities?
today? targets? What activities performance today?
did you do? What will you do
next session to
maintain your
performance or
improve it?
 Course Code: BAM 242
SAS: Module #5.2

Name: Section: Schedule: Class number: Date:

FAQs

The buyer of goods is not bound to accept delivery in installments unless there is a stipulation to the
contrary.
Express acceptance is when the buyer intimates to the seller that he has accepted the goods.
Implied acceptance is when the buyer does any act in relation ot the goods 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.

Is there a difference between acceptance and actual receipt of the goods?

Yes! There may be an actual receipt without any acceptance and there may be acceptance without actual
receipt of the goods. If the buyer received the goods but would like to refuse acceptance because the
goods are not the same goods as agreed upon, the buyer does not need to return them. Notifying the
seller of the rejection is enough to constitute refusal of acceptance.

What are the responsibilities of the buyer on the goods which he refused to accept but on his
possession?

If the goods are still in the possession of the buyer but he refused to accept the same for some valid
reason, then, he has the responsibility to notify the seller of his refusal to accept and to take good care
of the goods while the goods are in his possession.

But it is not his responsibility to return the same to the seller. The seller must have the burden of taking
the said goods.

Is the buyer considered as depositary of the goods which he refused to accept while the same is in his
possession?

No. The buyer is not deemed and is not liable as a depositary, unless he voluntarily constitutes himself
as such.