Art.

1521 Whether it is for the buyer to take possession of the goods or of the seller to send
them to the buyer is a question depending in each case on the contract, express or implied,
between the parties. Apart from any such contract, express or implied, or usage of trade to
the contrary, the place of delivery is the seller’s place of business if he has one, and if not
his residence; but in case of a contract of sale of specific goods, which to the knowledge of
the parties when the contract or the sale was made were in some other place, then that
place is the place of delivery.

Where by a contract of sale the seller is bound to send the goods to the buyer, but no time
for sending them is fixed, the seller is bound to send them within a reasonable time.

Where the goods at the time of sale are in the possession of a third person, the seller has
not fulfilled his obligation to deliver to the buyer unless and until such third person
acknowledges to the buyer that he holds the goods on the buyer’s behalf.

Demand or tender of delivery may be treated as ineffectual unless made at a reasonable

hour. What is a reasonable hour is a question of fact.

Unless otherwise agreed, the expenses of and incidental to putting the goods into a
deliverable state must be borne by the seller. (n)

This article outlines the rules about delivering goods from a seller to a buyer when their
contract doesn't specify how or where the delivery should happen. Let's break it down with
an example for easier understanding.

Imagine you buy a custom painting from an artist. Here's how the rules apply:

1. Who delivers?: If your purchase agreement doesn't say who should deliver the painting,
the default expectation is that you need to pick it up from the artist's studio if they have one,
or their home if they don't. However, if both of you knew the painting was, say, at a gallery in
another city when you bought it, then you should pick it up from that gallery.

2. Timing of delivery: If the artist is supposed to send the painting to you but the agreement
doesn't specify when, they must send it within a "reasonable time." What's "reasonable" can
depend on various factors, like how far you live from the artist and how complex the
shipping process is.
3. Goods held by someone else: If the painting is with a third party (like the gallery
mentioned earlier), the artist hasn't really delivered it to you until the gallery agrees to hold
the painting on your behalf.

4. When to deliver: Delivery should happen at a "reasonable hour." So, the artist or gallery
shouldn't call you to pick up the painting at midnight. What counts as reasonable depends
on the context, like normal business hours.

5. Costs of making the goods ready: The artist must cover any costs related to making the
painting ready for you to take home, unless you agreed otherwise. This could include things
like the cost of packaging the painting for transport.

So, in simple terms, unless you and the seller (in this case, the artist) agree differently, you
generally have to pick up your purchase from the seller's place, they need to prepare the
item for pickup at their expense, and if they're delivering, it must be done within a
reasonable timeframe and at a reasonable hour. If someone else has the item, it's not
considered delivered to you until that third party agrees to hold it for you.
Article 1522. Where the seller delivers to the buyer a quantity of goods less than he
contracted to sell, the buyer may reject them, but if the buyer accepts or retains the goods
so delivered, knowing that the seller is not going to perform the contract in full, he must pay
for them at the contract rate. If, however, the buyer has used or disposed of the goods
delivered before he knows that the seller is not going to perform his contract in full, the
buyer shall not be liable for more than the fair value to him of the goods so received.

Where the seller delivers to the buyer a quantity of goods larger than he contracted to sell,
the buyer may accept the goods included in the contract and reject the rest. If the buyer
accepts the whole of the goods so delivered he must pay for them at the contract rate.

Where the seller delivers to the buyer the goods he contracted to sell mixed with goods of a
different description not included in the contract, the buyer may accept the goods which are
in accordance with the contract and reject the rest.

In the preceding two paragraphs, if the subject matter is indivisible, the buyer may reject the
whole of the goods.

The provisions of this article are subject to any usage of trade, special agreement, or course
of dealing between the parties.

Article 1522 talks about what happens when a seller delivers the wrong quantity of
goods—either too few or too many—or mixes the ordered goods with different, unwanted
items. Let's simplify this with examples:

1. Seller Delivers Less Than Agreed:

Example: You order 10 custom mugs from a seller, but you only receive 8.

Option 1: You can reject the 8 mugs because you didn't get all 10 you paid for.

Option 2: If you decide to keep the 8 mugs, knowing you won’t get the other 2, you must still
pay for the 8 mugs at the agreed price per mug.

Exception: If you use or give away the 8 mugs before realizing the seller won’t deliver the
remaining 2, you only have to pay what those 8 mugs are worth to you, not necessarily the
agreed price per mug.
2. Seller Delivers More Than Agreed:

Example: You order 10 custom mugs, but the seller sends you 12.

Option 1: You can keep the 10 you ordered and reject the extra 2.

Option 2: If you decide to keep all 12 mugs, you have to pay for all 12 at the agreed price per
mug.

3. Seller Mixes Ordered Goods with Different Items:

Example: Along with the 10 mugs you ordered, the seller includes 2 vases that you didn't
order.

Option: You can keep the 10 mugs and reject the vases since you didn’t order them.

4. Indivisible Goods:

If the seller’s mistake involves goods that can’t be separated (say, a custom-made piece of
furniture that was larger than you ordered), you can choose to reject the entire item.

Important Note:

All these rules can be overridden by any specific agreement you have with the seller, the
usual practices in the type of trade you're dealing with, or your previous dealings with this
seller.

Simplified: If you don’t get exactly what you ordered, you have choices like rejecting the
goods, accepting some parts, or paying for what you keep based on the situation. However,
special agreements or common practices in your industry can change these options.
Article 1523. Where, in pursuance of a contract of sale, the seller is authorized or required
to send the goods to the buyer, delivery of the goods to a carrier, whether named by the
buyer or not, for the purpose of transmission to the buyer is deemed to be a delivery of the
goods to the buyer, except in the cases provided for in article 1503, first, second and third
paragraphs, or unless a contrary intent appears.

Unless otherwise authorized by the buyer, the seller must make such contract with the
carrier on behalf of the buyer as may be reasonable, having regard to the nature of the
goods and the other circumstances of the case. If the seller omit so to do, and the goods
are lost or damaged in course of transit, the buyer may decline to treat the delivery to the
carrier as a delivery to himself, or may hold the seller responsible in damages.

Unless otherwise agreed, where goods are sent by the seller to the buyer under
circumstances in which the seller knows or ought to know that it is usual to insure, the seller
must give such notice to the buyer as may enable him to insure them during their transit,
and, if the seller fails to do so, the goods shall be deemed to be at his risk during such
transit. (n)

Article 1523 deals with how and when goods are considered delivered to the buyer when the
seller has to send them through a carrier (like a shipping company). Here's a breakdown
with an example to make it clearer:

Main Points of Article 1523:

1. Delivery to Carrier is Delivery to Buyer: When a seller sends goods to a buyer through a
carrier, it's considered as if the goods have been delivered to the buyer. This applies whether
the buyer picked the carrier or not.

2. Seller's Responsibility in Choosing a Carrier: The seller must choose a carrier wisely,
considering the nature of the goods and other important factors. If the seller fails to choose
appropriately and something happens to the goods (they get lost or damaged), the buyer
might refuse to see it as their problem or might ask the seller to compensate for the
damages.

3. Insurance Notification: If it's common to insure the goods being sent, the seller must
inform the buyer in time for them to get insurance. If the seller doesn't do this, they are
responsible for any damage or loss during shipping.
Example:

Imagine you buy a laptop online, and the seller needs to ship it to you.

Delivery to Carrier: Once the seller hands over the laptop to FedEx (the carrier), it's
considered delivered to you from a legal standpoint.

Choosing the Carrier Wisely: If the seller chooses a notoriously unreliable shipping service
to save on costs, and your laptop gets lost, you might be able to argue that you don’t
consider the laptop delivered or ask for damages because the seller didn't make a
"reasonable" shipping decision.

Insurance Notification: If laptops are usually insured during shipping because they're
valuable and fragile, but the seller doesn't tell you this or give you the chance to insure it,
then the seller is responsible for any damages or loss during the laptop's journey to you.

Simplified:

When a seller ships something to a buyer, the moment they hand it off to the shipping
company, it's like they've handed it to you. But, they have to pick a good shipping company
and tell you if you need to insure your purchase. If they don't and something goes wrong, it
could be their problem, not yours.
Article 1524. The vendor shall not be bound to deliver the thing sold, if the vendee has not
paid him the price, or if no period for the payment has been fixed in the contract.

Article 1524 states that the seller (vendor) isn't required to hand over the item sold if the
buyer (vendee) hasn't paid the price yet, or if there was no specific deadline set for payment
in the agreement. Here's a simplified explanation with an example:

Explanation:

1. Payment Requirement: If you buy something from someone, they don't have to give it to
you until you've paid the agreed price.

2. Deadline for Payment: If the contract doesn't specify when you should pay, the seller isn't
obligated to deliver the item until you've paid.

Example:

Let's say you agree to buy a bicycle from a local store:

Payment Requirement: You tell the store owner you want to buy the bicycle they have for
sale. The owner says they won't give you the bicycle until you've paid the full price they're
asking for.

Deadline for Payment: You ask if you can pay later, and the owner agrees, but you don't set a
specific date for the payment. In this case, the owner isn't obligated to hand over the bicycle
until you've paid, even if you're ready to pick it up.

Simplified:

If you want to buy something, you need to pay for it first. And if you agree to pay later, make
sure you set a clear deadline, or the seller doesn't have to give you the item until you pay up.
Article 1525. The seller of goods is deemed to be an unpaid seller within the meaning of
this Title:

(1) When the whole of the price has not been paid or tendered;

(2) When a bill of exchange or other negotiable instrument has been received as conditional
payment, and the condition on which it was received has been broken by reason of the
dishonor of the instrument, the insolvency of the buyer, or otherwise.

In articles 1525 to 1535 the term “seller” includes an agent of the seller to whom the bill of
lading has been indorsed, or a consignor or agent who has himself paid, or is directly
responsible for the price, or any other person who is in the position of a seller. (n)

Article 1525 discusses the concept of an "unpaid seller" in situations where goods are sold.
Let's break it down into simpler terms and use an example for clarity.

Definitions:

Unpaid Seller: A seller becomes an "unpaid seller" in two main situations:

1. Non-Payment: When the buyer hasn't paid the full price for the goods purchased.

2. Failed Conditional Payment: When the seller accepts a payment method other than cash
(like a check or a promissory note) under certain conditions, and those conditions aren't met
because the payment method was not honored (for example, a check bounces, or the buyer
goes bankrupt).

Seller Definition Expanded: The term "seller" not only refers to the original seller but also
includes agents (people acting on behalf of the seller), consignors (those who send goods
to someone else to be sold), or anyone who is in a position similar to a seller and has a
stake in getting paid for the goods.
Example:

Imagine you sell a smartphone to someone for $500. Two situations can make you an
"unpaid seller":

1. Non-Payment: The buyer takes the smartphone but hasn't paid you the $500 yet. You are
now an unpaid seller because you haven't received the money.

2. Failed Conditional Payment: The buyer gives you a check for $500 as payment for the
smartphone. You accept the check under the condition that it will clear in the bank.
However, the check bounces (fails to clear) because the buyer doesn't have enough money
in their account. Despite initially receiving a form of payment, you become an unpaid seller
because the payment condition wasn't met.

Simplified:

An "unpaid seller" is someone who hasn't received the agreed payment for goods sold,
either because the buyer didn't pay at all or because a non-cash payment (like a check)
didn't go through as expected. This term also applies to anyone who's acting in the seller's
role or has a similar interest in getting paid, such as an agent or a consignor.
Article 1526. Subject to the provisions of this Title, notwithstanding that the ownership in
the goods may have passed to the buyer, the unpaid seller of goods, as such, has:

(1) A lien on the goods or right to retain them for the price while he is in possession of them;

(2) In case of the insolvency of the buyer, a right of stopping the goods in transitu after he
has parted with the possession of them;

(3) A right of resale as limited by this Title;

(4) A right to rescind the sale as likewise limited by this Title.

Where the ownership in the goods has not passed to the buyer, the unpaid seller has, in
addition to his other remedies a right of withholding delivery similar to and coextensive with
his rights of lien and stoppage in transitu where the ownership has passed to the buyer. (n)

Article 1526 explains the rights of an unpaid seller, even after the goods have technically
become the property of the buyer. Here's a simple breakdown along with an example for
each right:

Rights of an Unpaid Seller:

1. Lien or Right to Retain Goods: The seller can hold onto the goods until they're paid, as
long as they still have possession of them.

2. Stoppage in Transit: If the buyer becomes insolvent (can't pay their debts), the seller can
stop the goods from being delivered, even if they've already shipped them.

3. Right of Resale: The seller may resell the goods if the buyer hasn’t paid, but there are
specific rules around this.

4. Right to Rescind the Sale: The seller can cancel (rescind) the sale if the buyer hasn't paid,
under certain conditions.
Examples:

1. Lien or Right to Retain:

Example: You sell a custom-made dining table. The buyer hasn't paid yet. You decide to
keep the table in your workshop until payment is received.

2. Stoppage in Transit:

Example: After shipping a batch of electronics to a retailer, you learn the retailer is going
bankrupt. You contact the shipping company and halt the delivery process, preventing the
goods from reaching the now insolvent retailer.

3. Right of Resale:

Example: You sell a limited edition watch, but the buyer doesn't pay. After a while, you resell
the watch to someone else, following the rules laid out for such a situation.

4. Right to Rescind:

Example: You sell a piece of art, but the payment never comes. You decide to cancel the
sale and keep the art, possibly to sell to another buyer.

Additional Note:

If the ownership of the goods hasn't yet passed to the buyer (meaning the transaction isn't
fully complete in terms of transferring ownership), the seller has even more leverage. They
can refuse to deliver the goods at all until payment is made, similar to how they might use a
lien or stop goods in transit if ownership had passed.

3Simplified:

Even if a seller has technically sold something, if they haven't been paid, they have several
rights to protect themselves. They can keep the goods until paid, stop them from being
delivered if they're on their way and the buyer can't pay up, sell the items to someone else, or
even cancel the sale altogether. These rights help ensure sellers aren't left at a loss if a
buyer fails to pay.
Article 1527. Subject to the provisions of this Title, the unpaid seller of goods who is in
possession of them is entitled to retain possession of them until payment or tender of the
price in the following cases, namely:

(1) Where the goods have been sold without any stipulation as to credit;

(2) Where the goods have been sold on credit, but the term of credit has expired;

(3) Where the buyer becomes insolvent.

The seller may exercise his right of lien notwithstanding that he is in possession of the
goods as agent or bailee for the buyer. (n)

Article 1527 outlines when an unpaid seller can keep possession of goods until they're paid
for. Let's simplify it with examples:

Conditions for Retaining Possession:

1. Sold without Stipulation as to Credit:

Example: You sell a used bicycle to someone and agree they'll pay you immediately upon
receiving it. If they don't pay, you can keep the bicycle until they do because there was no
agreement to give them time to pay (credit).

2. Credit Term Expired:

Example: You sell a batch of handmade candles to a store with a 30-day credit term. After
30 days, the store still hasn't paid. You can keep the candles until they do because the
agreed-upon credit term has ended.

3. Buyer Becomes Insolvent:

Example: You sell a set of tools to a workshop, but then the workshop declares bankruptcy.
You can keep the tools until you're paid because the buyer is now insolvent (can't pay their
debts).
Additional Note:

The seller's right to retain possession applies even if they're holding the goods as an agent
or custodian for the buyer. This means they can still keep the goods if they were supposed
to deliver them on behalf of the buyer but weren't paid.

Simplified:

If you sell something and the buyer doesn't pay, you can keep the item until they do, under
certain circumstances:

- If there was no agreement for the buyer to pay later.

- If the agreed-upon time for payment has passed.

- If the buyer can't pay because they're bankrupt.

So, if you haven't been paid and the conditions above apply, you can hold onto the goods
until you receive payment.
Article 1528. Where an unpaid seller has made part delivery of the goods, he may exercise
his right of lien on the remainder, unless such part delivery has been made under such
circumstances as to show an intent to waive the lien or right of retention. (n)

Article 1528 deals with the situation where a seller, who hasn't been fully paid, delivers only
part of the goods to the buyer. In such cases, the seller can still hold onto the remaining
goods until they're paid, unless their actions suggest they've given up (waived) this right.

Simplified Explanation:

If you sell something but haven't received full payment, and you've only delivered some of
the goods, you can keep the rest until you're paid. However, if you've done something that
indicates you're okay with not holding onto this right (like telling the buyer they don't need to
pay yet), then you can't later decide to hold onto the remaining goods as leverage for
payment.

Example:

Imagine you're selling 100 handmade chairs, and the buyer has paid for only 50. You decide
to deliver these 50 chairs. After this part delivery, you still have the right to keep the
remaining 50 chairs until the buyer pays for them in full. But, if when delivering the first 50
chairs, you say something like "Don't worry about the payment for now; just take these
chairs," it might be seen as you waiving your right to withhold the remaining chairs due to
non-payment. If there's no such indication from your side, you maintain the right to hold
onto the remaining chairs as a lien until the buyer pays up.
Article 1529. The unpaid seller of goods loses his lien thereon:

(1) When he delivers the goods to a carrier or other bailee for the purpose of transmission
to the buyer without reserving the ownership in the goods or the right to the possession
thereof;

(2) When the buyer or his agent lawfully obtains possession of the goods;

(3) By waiver thereof.

The unpaid seller of goods, having a lien thereon, does not lose his lien by reason only that
he has obtained judgment or decree for the price of the goods. (n)

Article 1529 explains how an unpaid seller can lose their right to hold onto (lien on) the
goods they're selling if certain conditions are met. Let's break it down with examples for
each condition:

Conditions for Losing Lien:

1. Delivering Goods Without Reserving Rights: Example: You're selling 100 books and send
them to a shipping company to deliver to the buyer, but you don't specify that you still own
these books until you're paid. By doing this, you lose your lien because you haven't reserved
your ownership or right to take the books back.

2. Buyer or Agent Lawfully Obtains Possession: Example: If the buyer or someone they've
authorized (an agent) picks up the books from your store or another location with your
agreement, you lose your lien because you've voluntarily handed over possession.

3. Waiver of Lien: Example: You tell the buyer that it's okay for them to take the books even
though they haven't paid yet, effectively waiving your right to keep the books until payment.
This is a clear waiver of your lien.
Important Note:

However, if you take legal action against the buyer to get the money they owe you for the
goods (by obtaining a judgment or decree for the price), this doesn't mean you've waived
your lien. You still maintain your lien on the goods despite taking legal steps to recover your
money.

Simplified Explanation:

Think of a lien as a safety net that ensures you get paid for the goods you sell. If you do
anything to let go of that safety net (like sending the goods without saying you still own
them, giving the goods to the buyer, or telling the buyer they can have the goods without
paying first), you lose it. But, just because you ask a court to help you get your money
doesn't mean you've given up your safety net.
Article 1530. Subject to the provisions of this Title, when the buyer of goods is or becomes
insolvent, the unpaid seller who has parted with the possession of the goods has the right
of stopping them in transitu, that is to say, he may resume possession of the goods at any
time while they are in transit, and he will then become entitled to the same rights in regard
to the goods as he would have had if he had never parted with the possession. (n)

Article 1530 provides an important protection for unpaid sellers when dealing with insolvent
buyers, specifically the right of "stopping goods in transitu." This means if the buyer hasn't
paid and becomes insolvent, the seller can take back the goods as long as they are still
being transported to the buyer. The seller regains the same rights over the goods as if they
had never sent them to the buyer in the first place.

Simplified Explanation:

Imagine you sell something but haven't been paid yet. You send the goods to the buyer, but
then find out the buyer can't pay their debts (is insolvent). If the goods are still on their way
(in transit), you can take them back. Once you've taken them back, it's like you never sent
them out—you can keep or sell the goods to someone else.

Example:

Let's say you own a furniture store and sell a large dining table to a customer. The customer
hasn't paid yet, but you agree to deliver the table to their house. After the delivery truck
leaves your store, you learn that the customer has declared bankruptcy and won't be able to
pay for the table. Since the table is still in the delivery truck on its way to the customer's
house (in transit), you have the right to stop the delivery, take the table back, and retain
possession of it. You can then decide to sell the table to someone else or keep it until you
find another buyer. This right protects you from losing both the goods and the money when
the buyer is insolvent.
Art. 1531. Goods are in transit within the meaning of the preceding article:

(1) From the time when they are delivered to a carrier by land, water, or air, or other bailee for
the purpose of transmission to the buyer, until the buyer, or his agent in that behalf, takes
delivery of them from such carrier or other bailee;

(2) If the goods are rejected by the buyer, and the carrier or other bailee continues in
possession of them, even if the seller has refused to receive them back.

Goods are no longer in transit within the meaning of the preceding article:

(1) If the buyer, or his agent in that behalf, obtains delivery of the goods before their arrival
at the appointed destination;

(2) If, after the arrival of the goods at the appointed destination, the carrier or other bailee
acknowledges to the buyer or his agent that he holds the goods on his behalf and continues
in possession of them as bailee for the buyer or his agent; and it is immaterial that further
destination for the goods may have been indicated by the buyer;

(3) If the carrier or other bailee wrongfully refuses to deliver the goods to the buyer or his
agent in that behalf.

If the goods are delivered to a ship, freight train, truck, or airplane chartered by the buyer, it
is a question depending on the circumstances of the particular case, whether they are in the
possession of the carrier as such or as agent of the buyer. If part delivery of the goods has
been made to the buyer, or his agent in that behalf, the remainder of the goods may be
stopped in transitu, unless such part delivery has been under such circumstances as to
show an agreement with the buyer to give up possession of the whole of the goods. (n)

Article 1531 explains when goods are considered "in transit" and when they are no longer in
transit, which is important for the right of the unpaid seller to stop the goods while they're
being transported to the buyer.

Simplified Explanation:

1. Goods in Transit: Goods are considered "in transit" from the moment they're handed over
to a carrier (like a delivery service) until the buyer receives them or their agent takes
delivery.

If the buyer rejects the goods but the carrier still has them, they're still considered in transit,
even if the seller doesn't want them back.
2. Goods No Longer in Transit:

Goods stop being in transit if:

The buyer or their agent takes delivery of the goods before they reach the destination.

The carrier acknowledges they're holding the goods for the buyer and continues to hold
them.

The carrier wrongfully refuses to deliver the goods to the buyer.

3. Special Case - Chartering Transport:

If the buyer hires a ship, train, truck, or plane to transport the goods, it depends on the
circumstances whether the carrier is considered an agent of the buyer or a carrier in their
own right.

If the seller has delivered part of the goods to the buyer, they can still stop the remaining
goods in transit unless they've agreed to give up possession of all the goods.

Example:

You sell a painting to a buyer, and it's being shipped to their address:

Goods in Transit:

From the moment the painting is handed over to the shipping company until it's delivered to
the buyer or their agent.

Goods No Longer in Transit:

If the buyer's friend picks up the painting before it reaches the buyer's house.

If the shipping company tells the buyer they're holding the painting and continue to hold it
for them.

If the shipping company refuses to deliver the painting to the buyer, but they're holding onto
it.
Special Case: If the buyer charters a truck to transport the painting, it depends on the
situation whether the truck driver is considered an agent of the buyer or a separate carrier.

Understanding when goods are considered in transit helps sellers know when they can stop
the goods if the buyer hasn't paid.