Complete Sales Law Flashcards - All Terms from Document

Vendee

The buyer in a contract of sale who has obligations to accept delivery and pay the agreed price.

Principal Obligations

The main duties of the vendee: to accept delivery and to pay the price of the thing sold.

Accept

The vendee's obligation to take delivery of the goods sold at the agreed time and place.

Pay

The vendee's obligation to pay the purchase price and related expenses as stipulated.

Price of the Thing Sold

The agreed monetary consideration for the goods or property being purchased.

Interest

Additional payment the vendee may owe in certain circumstances as specified by law or contract.

Expenses of the Deed of Sale

Costs related to the preparation and execution of the sales contract, typically borne by the vendee unless otherwise stipulated.

Stipulation to the Contrary

A contractual provision that changes the default allocation of obligations or expenses.

Time and Place Stipulated

The agreed schedule and location for performance of contractual obligations.

Delivery of the Thing Sold

The transfer of possession of goods from seller to buyer at the agreed time and place.

Express Acceptance

Acceptance that occurs when the buyer explicitly communicates to the seller, verbally or in writing, that goods have been accepted.

Implied Acceptance

Acceptance inferred from the buyer's conduct, occurring through inconsistent acts with seller's ownership or retention without rejection.

Act Inconsistent with Ownership of Seller

Buyer's behavior that demonstrates assumption of ownership, constituting implied acceptance.

Reasonable Time

A period that is fair and appropriate under the circumstances for examining or rejecting goods.

Retention of Goods

Keeping possession of delivered goods without notifying the seller of rejection.

Intimating Rejection

Formally notifying the seller that the goods are being refused or rejected.

Delivery by Installments

The practice of delivering goods in separate portions rather than all at once.

Right to Examine

The buyer's entitlement to inspect goods before acceptance to ensure conformity with the contract.

Previously Examined

Goods that the buyer has already inspected before the current delivery.

Reasonable Opportunity of Examining

Adequate time and circumstances to properly inspect goods for contract conformity.

Conformity with the Contract

The state of goods matching the specifications, quality, and conditions agreed upon in the sale.

Justified Refusal to Accept

The buyer's legitimate right to reject non-conforming goods without penalty.

Right to Refuse

The legal entitlement to reject goods that do not meet contractual requirements.

Return to Seller

The buyer's lack of obligation to send back refused goods to the seller.

Notify the Seller

The buyer's duty to inform the seller of rejection, sufficient without physical return.

Voluntarily Constitutes Himself a Depositary

When a buyer keeps rejected goods, becoming liable as a depositary for their care.

Liable as Depositary

Legal responsibility for the safekeeping of goods voluntarily retained after rejection.

Liability for Interest

Circumstances where the vendee must pay interest: stipulation, income-producing goods, or default after demand.

Fruits or Income

Revenue, profits, or natural produce generated by the thing sold.

Default

Failure to perform contractual obligations when due.

Judicial Demand

Court-ordered request for payment of an obligation.

Extrajudicial Demand

Formal request for performance made outside of court proceedings.

Suspension of Payment

The vendee's right to withhold payment when disturbed in possession or ownership.

Disturbed in Possession

Interference with the buyer's physical control or use of purchased property.

Disturbed in Ownership

Legal challenges to the buyer's title or right of ownership.

Well-grounded Fear

Reasonable apprehension based on substantial evidence of potential legal action.

Vindicatory Action

Legal proceeding to recover ownership of property from someone wrongfully possessing it.

Foreclosure of Mortgage

Legal process where mortgaged property is sold to satisfy a debt.

Security for Return of Price

Guarantee provided by seller to ensure refund if buyer's ownership is successfully challenged.

Mere Act of Trespass

Simple unlawful entry that doesn't affect ownership rights, remediable by ejectment.

Ejectment

Legal action to remove someone unlawfully occupying property.

Failure to Pay

The vendee's breach of obligation to provide agreed consideration.

Specific Performance

Legal remedy requiring exact fulfillment of contractual obligations.

Rescind the Sale

Cancellation of the contract, returning parties to pre-contractual positions.

Remedies

Legal courses of action available when contractual obligations are breached.

Recto Law

Legislation providing alternative remedies for sellers in installment sales of personal property.

Alternative Remedies

Multiple legal options available to the seller when buyer defaults on installment payments.

Exact Fulfillment of Obligation

Remedy requiring the buyer to complete payment as originally agreed.

Cancel the Sale

Remedy allowing termination of the contract due to buyer's default.

Installments

Regular periodic payments that together comprise the total purchase price.

Chattel Mortgage

Security interest in movable personal property securing payment of a debt.

Foreclose the Chattel Mortgage

Legal process to take possession and sell mortgaged personal property to satisfy debt.

Two or More Installments

The threshold number of missed payments triggering certain remedies under Recto Law.

Maceda Law

Republic Act protecting buyers of real estate sold on installment basis.

Two Years of Installment Payments

Threshold period determining the extent of buyer's rights under Maceda Law.

Right to Grace Period

Buyer's entitlement to additional time for payment without penalty.

One Month for Every Year

Formula for calculating grace period duration under Maceda Law.

Right to Cancel

Buyer's option to terminate the contract and seek refund.

Right to Refund of Payments

Buyer's entitlement to recover a portion of payments made upon cancellation.

Cash Surrender Value (CSV)

Amount refundable to buyer, calculated as percentage of total payments made.

50% of Total Payments

Base refund percentage for buyers who paid installments for more than two years.

5% for Every Additional Year

Increment added to base refund percentage for payments beyond five years.

Right to Assign or Sell

Buyer's option to transfer rights in the property to another party.

Right to Reinstatement

Buyer's option to restore the contract to good standing after default.

Right to Pay in Advance

Buyer's option to accelerate payment schedule.

Less than Two Years of Installments

Category of buyers with limited rights under Maceda Law.

60 Days Grace Period

Fixed grace period for buyers who paid less than two years of installments.

Right to Retain

Limited right of buyers to keep property under certain conditions.

Void Stipulations

Contract provisions that are legally invalid under Maceda Law.

Interest or Damages During Grace Period

Invalid penalty provisions that cannot be enforced during grace period.

Forfeiture Clause

Invalid provision automatically transferring all buyer's equity to seller upon default.

Automatic Cancellation or Rescission

Invalid provision making contract void immediately upon buyer's default.

Condominium Act

Republic Act 4726 governing the sale of condominium units and related buyer protections.

60 Days Grace Period

Standard grace period provided to condominium buyers under the Act.

Right to Suspend Payments

Buyer's option to halt payments when seller fails to deliver titles and amenities.

Failure to Deliver Titles and Amenities

Seller's breach justifying buyer's suspension of payments.

License to Sell

Government permit required for selling condominium units.

Common Areas

Shared spaces in condominium developments owned collectively by unit owners.

Amenities

Facilities and services provided as part of the condominium development.

Material Changes in Plans or Specifications

Significant alterations to agreed construction details requiring buyer consent.

Written Consent

Formal approval required from buyer for material changes or mortgages.

Constitution of Mortgages

Creation of security interests on property after sale to buyer.

Encumbrances

Claims, liens, or other interests that burden the title to property.

Defective Title

Ownership rights that are incomplete, disputed, or legally flawed.

Fraud or Misrepresentation

Intentional deception in advertisements or contracts constituting grounds for cancellation.

Development/Seller

The party responsible for constructing and selling condominium units.

Unpaid Seller

Seller who has not received full payment for goods sold.

Lien on Goods

Seller's right to retain possession of goods until payment is received.

Right to Retain

Seller's entitlement to keep goods in possession as security for payment.

Insolvency of Buyer

Buyer's inability to pay debts as they become due in ordinary business course.

Stopping Goods in Transit

Seller's right to intercept goods being transported to insolvent buyer.

Parted with Possession

Seller's loss of physical control over goods through delivery or shipment.

Right of Resale

Seller's option to sell goods to another party under specified circumstances.

Perishable Nature

Quality of goods that deteriorate or decay quickly requiring prompt sale.

Expressly Reserved Right

Contractual provision specifically retaining seller's right to resell upon default.

Unreasonable Time

Period of default that exceeds what is fair or appropriate under circumstances.

Right to Rescind

Seller's option to cancel the sale contract due to buyer's breach.

Breach of Contract of Sale of Goods

Failure by either party to perform obligations under a sales agreement.

Action for Payment of Price

Legal proceeding to recover money owed for goods sold.

Action for Damages for Non-acceptance

Legal claim for compensation when buyer refuses to accept conforming goods.