SESSION 8 Risk of Loss or Deterioration (Total/Partial) Article 1504.

Unless otherwise agreed, the goods remain at the seller's risk until the ownership therein is transferred to the buyer, but when the ownership therein is transferred to the buyer the goods are at the buyer's risk whether actual delivery has been made or not, except that: (1) here delivery of the goods has been made to the buyer or to a bailee for the buyer, in pursuance of the contract and the ownership in the goods has been retained by the seller merely to secure performance by the buyer of his obligations under the contract, the goods are at the buyer's risk from the time of such delivery! (") here actual delivery has been delayed through the fault of either the buyer or seller the goods are at the risk of the party in fault# Article 1480. $ny in%ury to or benefit from the thing sold, after the contract has been perfected, from the moment of the perfection of the contract to the time of delivery, shall be governed by articles 11&' to 11&(, and 1"&"# )his rule shall apply to the sale of fungible things, made independently and for a single price, or without consideration of their weight, number, or measure# *hould fungible things be sold for a price fixed according to weight, number, or measure, the risk shall not be imputed to the vendee until they have been weighed, counted, or measured and delivered, unless the latter has incurred in delay# Article 1493. +f at the time the contract of sale is perfected, the thing which is the ob%ect of the contract has been entirely lost, the contract shall be without any effect# ,ut if the thing should have been lost in part only, the vendee may choose between withdrawing from the contract and demanding the remaining part, paying its price in proportion to the total sum agreed upon# (1-&.a) Article 1494. here the parties purport a sale of specific goods, and the goods without the knowledge of the seller have perished in part or have wholly or in a material part so deteriorated in /uality as to be substantially changed in character, the buyer may at his option treat the sale: (1) $s avoided! or (") $s valid in all of the existing goods or in so much thereof as have not deteriorated, and as binding the buyer to pay the agreed price for the goods in which the ownership will pass, if the sale was divisible# (n) Article 1538. In case of loss, deterioration or improvement of the thing before its delivery, the r les in article !!"# shall be observed, the vendor being considered the debtor$ (n) Article 1189. hen the conditions have been imposed with the intention of suspending the efficacy of an obligation to give, the following rules shall be observed in case of the improvement, loss or deterioration of the thing during the pendency of the condition: (1) +f the thing is lost without the fault of the debtor, the obligation shall be extinguished! (") +f the thing is lost through the fault of the debtor, he shall be obliged to pay damages! it is understood that the thing is lost when it perishes, or goes out of commerce, or disappears in such a way that its existence is unknown or it cannot be recovered! (') hen the thing deteriorates without the fault of the debtor, the impairment is to be borne by the creditor! (-) +f it deteriorates through the fault of the debtor, the creditor may choose between the rescission of the obligation and its fulfillment, with indemnity for damages in either case! (() +f the thing is improved by its nature, or by time, the improvement shall inure to the benefit of the creditor! (&) +f it is improved at the expense of the debtor, he shall have no other right than that granted to the usufructuary#

(11"") Article 1163. %very person obliged to give something is also obliged to take care of it &ith the proper diligence of a good father of a family, nless the la& or the stip lation of the parties re' ires another standard of care$ (!(#)a) Article 1174. 0xcept in cases expressly specified by the law, or when it is otherwise declared by stipulation, or when the nature of the obligation re/uires the assumption of risk, no person shall be responsible for those events which could not be foreseen, or which, though foreseen, were inevitable# (11.(a) *eneral R le+ Res Perit Domino %,ceptions+ !$ -tip lations .$ -ec rity Title /$ Delay Double Sales Article 1544. +f the same thing should have been sold to different vendees, the ownership shall be transferred to the person who may have first taken possession thereof in good faith, if it should be movable property# *hould it be immovable property, the ownership shall belong to the person ac/uiring it who in good faith first recorded it in the 1egistry of 2roperty# *hould there be no inscription, the ownership shall pertain to the person who in good faith was first in the possession! and, in the absence thereof, to the person who presents the oldest title, provided there is good faith# R le (0ovables/Immovables) 1hen not applicable2 !$ 3nregistered lands

SESSION 9 4$ To deliver the ob5ect and its accessions Article 1537. )he vendor is bound to deliver the thing sold and its accessions and accessories in the condition in which they were upon the perfection of the contract# $ll the fruits shall pertain to the vendee from the day on which the contract was perfected Article 1164. The creditor has a right to the fr its of the thing from the time the obligation to deliver it arises$

6o&ever, he shall ac' ire no real right over it ntil the same has been delivered to him$ 7inds of Delivery of Incorporeal Property (8 asi9tradition) Article 1501. 1ith respect to incorporeal property, the provisions of the first paragraph of article !)#" shall govern$ In any other case &herein said provisions are not applicable, the placing of the titles of o&nership in the possession of the vendee or the se by the vendee of his rights, &ith the vendor:s consent, shall be nderstood as a delivery$ Article 2095. +ncorporeal rights, evidenced by negotiable instruments, bills of lading, shares of stock, bonds, warehouse receipts and similar documents may also be pledged# )he instrument proving the right pledged shall be delivered to the creditor, and if negotiable, must be indorsed# (n)

7inds of Delivery of ;orporeal Property (Tradition) Article 1477. The o&nership of the thing sold shall be transferred to the vendee pon the act al or constr ctive delivery thereof$ !$ <ct al (Real or 0aterial) Article 1497. The thing sold shall be nderstood as delivered, &hen it is placed in the control and possession of the vendee .$ ;onstr ctive (-ymbolic or =ormal) a$ delivery by e,ec tion of a p blic instr ment Article 1498 (1). hen the sale is made through a public instrument, the execution thereof shall be e/uivalent to the delivery of the thing which is the ob%ect of the contract, if from the deed the contrary does not appear or cannot clearly be inferred# b$ tradition longa man Article 1498 (2). ith regard to movable property, its delivery may also be made by the delivery of the keys of the place or depository where it is stored or kept# Article 1499. )he delivery of movable property may likewise be made by the mere consent or agreement of the contracting parties, if the thing sold cannot be transferred to the possession of the vendee at the time of the sale, or if the latter already had it in his possession for any other reason# c# tradition brevi manu Article 1499. )he delivery of movable property may likewise be made by the mere consent or agreement of the contracting parties, if the thing sold cannot be transferred to the possession of the vendee at the time of the sale, or if the latter already had it in his possession for any other reason# d# tradition constitutum possesorium Article 1500. )here may also be tradition constitutum possessorium# e# delivery to a common carrier

Article 1503. hen there is a contract of sale of specific goods, the seller may, by the terms of the contract, reserve the right of possession or ownership in the goods until certain conditions have been fulfilled# )he right of possession or ownership may be thus reserved notwithstanding the delivery of the goods to the buyer or to a carrier or other bailee for the purpose of transmission to the buyer# here goods are shipped, and by the bill of lading the goods are deliverable to the seller or his agent, or to the order of the seller or of his agent, the seller thereby reserves the ownership in the goods# ,ut, if except for the form of the bill of lading, the ownership would have passed to the buyer on shipment of the goods, the seller's property in the goods shall be deemed to be only for the purpose of securing performance by the buyer of his obligations under the contract# here goods are shipped, and by the bill of lading the goods are deliverable to order of the buyer or of his agent, but possession of the bill of lading is retained by the seller or his agent, the seller thereby reserves a right to the possession of the goods as against the buyer# here the seller of goods draws on the buyer for the price and transmits the bill of exchange and bill of lading together to the buyer to secure acceptance or payment of the bill of exchange, the buyer is bound to return the bill of lading if he does not honor the bill of exchange, and if he wrongfully retains the bill of lading he ac/uires no added right thereby# +f, however, the bill of lading provides that the goods are deliverable to the buyer or to the order of the buyer, or is indorsed in blank, or to the buyer by the consignee named therein, one who purchases in good faith, for value, the bill of lading, or goods from the buyer will obtain the ownership in the goods, although the bill of exchange has not been honored, provided that such purchaser has received delivery of the bill of lading indorsed by the consignee named therein, or of the goods, without notice of the facts making the transfer wrongful# Article 1523. here, in pursuance of a contract of sale, the seller is authori3ed or re/uired 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 1(.', first, second and third paragraphs, or unless a contrary intent appears# Unless otherwise authori3ed 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# +f 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# Article 1582. )he vendee is bound to accept delivery and to pay the price of the thing sold at the time and place stipulated in the contract# +f the time and place should not have been stipulated, the payment must be made at the time and place of the delivery of the thing sold# f# when goods are in possession of a third person# Article 1521. hether it is for the buyer to take possession of the goods or of the seller to send them to the buyer is a /uestion depending in each case on the contract, express or implied, between the parties# $part 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# here 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# here 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# 4emand or tender of delivery may be treated as ineffectual unless made at a reasonable hour# /uestion of fact# hat is a reasonable hour is a

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