Explanation of Article 312
It was stated in Articles (10) and (311) that the default in a sale with a condition of trial is that it is a sale contingent upon a resolutory condition; however, this article clarified that whenever it appears from the agreement or the circumstances that the contracting parties intended to suspend the effectiveness of the sale on a suspensive condition, which is the buyer's acceptance of the sold item after trying it, the effectiveness of the sale's effects is suspended until the condition is fulfilled. The sold item remains in the seller's ownership during the trial period, and if the sold item perishes before the condition's outcome is determined, it perishes at the seller's risk because he is the owner. The buyer's receipt of the sold item does not affect the transfer of the risk of loss to him, as this applies in a concluded sale where its effects arise from the time of its conclusion, making the buyer the owner of the perished item.
If the buyer informs the seller of his acceptance of the sold item, the suspensive condition is fulfilled, and the sale is considered effective retroactively, with all its effects arising not only from the time the condition is fulfilled but from the time the contract was concluded. The buyer's ownership of the sold item becomes absolute with retroactive effect from the time of sale, and the seller's ownership is also retroactively nullified.
If the buyer rejects the sold item after trying it, the sale is nullified not from the time of rejection but retroactively, and it is considered as if it never existed. The seller's ownership of the sold item becomes absolute from the beginning.
Related To
Article 312
If the agreement or the circumstances indicate that the sale which is conditional upon trial is dependent upon the buyer’s acceptance of the sold item, the sale shall only take effect upon his acceptance.