Explanation of Article 351
The article clarified the second obligation of the buyer in a contract of sale, which is to take delivery of the sold item, meaning to physically possess it. This obligation corresponds to the seller's obligation to deliver, and generally, both actions—delivery and receipt—occur simultaneously. However, it may happen that the seller vacates the sold item for the buyer so that the buyer can possess it, thus fulfilling the seller's duty of delivery. Yet, if the buyer delays in taking delivery of the sold item and moving it from the seller's location to physically possess it, the buyer is thereby in breach of their obligation. According to general rules, the seller may warn the buyer and compel them to take delivery or request annulment.
The article also specified the location where the buyer must take delivery of the sold item, which is the same location where the seller must deliver it, as the place of delivery and receipt is the same and cannot differ. Accordingly:
- If the sold item is specifically identified, it must be received at the location where it is found at the time of sale, even if it is not at the place of sale. The article's ruling applies to specifically identified items because their location can be known at the time of sale, whereas items identified by type do not have a determined location until they are segregated after the sale.
- If the sold item is identified by type, the article did not specify the location for taking delivery, relying on general rules; it is the place where the seller is obligated to deliver the sold item, which is the place of sale according to Article (277).
Regarding the time of taking delivery, the article clarified that the buyer must take delivery of the sold item immediately upon the seller's delivery, as it is the time when the buyer can take possession. The buyer must move it from the seller's location without delay, as taking delivery is only realized by moving the sold item, and any delay required for the usual transportation of the sold item is excused.
This ruling aligns with the general rule in Article (275), which stipulates the obligation to fulfill the commitment immediately upon its establishment in the debtor's liability.
The ruling of the article applies in the absence of an agreement to the contrary; if there is an explicit or implicit agreement, such as a custom dictating a different place or time for taking delivery, it must be followed, as the article's ruling is not of public order, as is evident from its text.
Related To
Article 351
The buyer shall take delivery of the sold item at the place where it is located at the time of sale, and shall transport said item without delay taking into account the time needed for transportation, unless agreed otherwise.