Commercial sale contract: Obligations of the buyer

Lawyer sale

What are the obligations of the buyer on commercial sale?

The main obligation is the pay the price in time and place specified in the contract. If the contract did not set anything, time and place are the delivery of the thing (Art. 1500 Civil Code).

In the event that the buyer the thing refuses without just cause, incur blackberry (Art. 341 Commercial Code): It may deposit the thing judicially (Art. 332 C. Trade) and incur the obligation to pay the statutory interest.

When does the passing of risk in the purchase?

We can distinguish two systems: the Civil Code and the Commercial Code.

For Civil Code, from the time of perfection of the contract, the risk is assumed by the buyer. Article 1.182 of C. Civil provides that "the obligation is extinguished consisting deliver a certain thing when it loses or destroys no fault of the debtor, and before he had it in default".

The rules are supplemented by articles 1.452 and 1.096 of C. Civil:

1.452 C.Civil: "The harm or benefit of the thing sold, after the contract has, be governed by Articles 1.096 and 1.182 ".

Moreover, for Commercial Code, the risk is not transmitted with the perfection of the contract but with the provision, ie with the delivery. The regulation is in Articles 331, 333, 334 and 335 Commercial Code: Before delivery, the seller bears the risk. Once delivered or made available to the thing, the risk is borne by the buyer, although certain derogations, eg, the case of consumables, if the buyer was entitled to prior recognition or if any covenant not deliver the thing sold until it acquires the conditions stipulated.

In the day to day business, the question of the transfer of ownership and risk, is set by "Incoterms"Some clauses that are developed by the International Chamber of Commerce, that are usually incorporated in the contracts and that will be another post.

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