Commercial sale contract: Obligations of the seller

abogado valencia compraventa mercantil obligaciones vendedor

Commercial sale contract: Obligations of the seller

The commercial sale contract, should contain basically the enumeration of the rights and obligations of the parties.

Apart from the usual structure of the parts that come together, character with involved, and object, the bulk are the obligations and rights of the parties. In this post we will focus on obligations of the seller.

Obligations of the seller

1.- Keep things sold up occurs delivery (in the same way that the article 1094 Civil Code): this implies that the risk of loss rests with the seller until delivery.

2.- Deliver the goods sold, in time and place agreed, putting in power and possession of the buyer. This does not mean that delivery is to be purely material, but can also be symbolic, as when done by delivering documents for the removal of the goods (is equal to the civilian regime of Articles 1961 a 1964 the C.Civil). It is enough to the "making available" of the goods. From that point, comes the obligation to pay the buyer:

Article 339

Sunsets goods sold to the buyer, and giving it satisfied, or those judicially deposited as provided in Article 332, start for the buyer's obligation to pay the cash price or time limits agreed with the seller.

This will be established custodian of goods sold, and be bound to the custody and preservation according to the Laws of the deposit.

Place of delivery: can be agreed freely, but if agreed the seller's own, the buyer is obliged to remove store merchandise seller.

Delivery: also can be agreed in the contract, but the lack of indication, should make available to the 24 hours after signing the contract, as Article 337 Commercial Code.

In the event that the seller fails to delivery, the buyer may request to terminate the contract, or enforce, entitled to compensation in both cases (art. 329 C.Com.)

Only two exceptions:

a) That has been agreed upon payment of the price without delay: if the buyer does not pay, no obligation to deliver (art. 1446 C.C.).

b) If payment is deferred, but then the buyer becomes insolvent, the seller has the obligation to deliver (article 1467 C.C.). Another thing is that it has been declared bankrupt, but this is another issue that will be at the time.

Some Special Situations:

What if the Partial delivery is?: According to Article. 330 Commercial Code, the amount must be complete. The buyer may not accept partial delivery if the seller promises to deliver the rest immediately. The buyer can also accept partial delivery and ask the rest or terminate the missing, and in both cases ask compensation for damages.

3.- The third obligation of the seller is liable for sanitation of the thing sold, Thus in the case of eviction (said third party has better right to the thing) like vices the defects. As specified in Article 345 C.Com and the 1475 and following the C.C.

Should there for eviction, Article 85 C.Com. states that the consequences would be those of 1478 the C.C: The buyer would be entitled to:

  • Recall the price that hath the thing at the time of the eviction, is higher or lower than the sales.
  • The fruits or income of the thing.
  • The costs of litigation and contract expenses, if the buyer had paid.
  • Damages, voluntary spending interests, themselves if vendío of mala fe.

As regards vices the defects, will distinguish between services apparent (the seller does not respond to them, if you are in view or not to view, but the buyer should warn easily and professionally) and vices Hidden, in which case, the buyer has 30 days to denounce. In these 30 days, the buyer may terminate the contract with refund (art.1468 C.C. action redhibitoria) or get a proportional reduction of the price (action estimative the "quanta Minoris").

The seller only be liable to compensate for damages if he knew the vices.

Last, faults or defects may be of the quantity or quality, as provided for in Article. 336 C.Com. In case of any dispute in this regard, test should ensure the appropriate affidavit or expert report.

In an upcoming "post", comment on the obligations of the buyer in the purchase agreement commercial.



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