Explanation of Article 345
The payment of the price is the primary obligation of the buyer in a contract of sale in exchange for the seller's obligation to transfer ownership of the sold item. The article clarifies that the buyer is obligated, under the contract of sale, to pay the price, and that payment of the price, in general, requires it to be made immediately upon the completion of the sale, in accordance with the general rule of fulfilling obligations in paragraph (1) of Article (275), which states: "Fulfillment must be immediate upon the obligation being established in the debtor's liability, unless there is an agreement or statutory provision to the contrary." Thus, the payment of the price does not depend on the delivery of the sold item, nor is it linked to it. Whether the delivery of the sold item is immediate or deferred, the buyer is required to pay the price immediately upon the completion of the sale. If both the payment of the price and the delivery of the sold item are deferred to the same time and there is no agreement on who delivers first, the buyer must pay the price first.
The ruling established by the article applies in the absence of an explicit or implicit agreement to the contrary. An implicit agreement may occur if customary practices or dealings between the contracting parties differ from what the article stipulates. Therefore, the exception at the end of the article states that this ruling is not of public order; if there is an agreement to defer the price or to pay it in installments at specific times, and no deadline is set for the delivery of the sold item, the item must be delivered immediately upon the completion of the sale, in accordance with the general rule, even if the price has not been paid. The price must be paid at the agreed-upon time or times.
If there is an agreement or custom that the delivery of the sold item and the price occurs at the contract, and that the item is delivered before the price is paid, this must be adhered to. If part of the price is to be paid immediately at the contract and part is deferred, and the delivery of the sold item is at the contract, the buyer must pay the immediate part of the price upon the completion of the contract, even if the item has not been received.
Related To
Article 345
A buyer shall pay the price of a sold item prior to taking delivery thereof, unless agreed otherwise.