The Vendor Contract: the Sale Chapter
A contract with a supplier is written with the sale chapter of the Civil Code: under Article 477, under a sale contract the seller must transfer to the buyer ownership of property, the documents associated with it, and deliver the goods; the buyer must pay the agreed price and take delivery of the property. Where the price is not directly indicated, the parties may agree on the means of its determination. The rule of determination is fixed in the document itself.
A supply relationship is built on this construction: the transfer of ownership, the delivery of documents and the handing over of goods form a single chain of obligations, and drafting the contract depends precisely on the accuracy of these elements. Accuracy is required at every stage of performance.
The Duty to Deliver Free of Defects
Article 487 governs the seller’s fundamental obligation: the seller must deliver to the buyer a thing free of material and legal defects. This is a two-dimensional norm: the goods must physically conform to the agreement, and no third-party right — neither ownership nor a pledge — may rest on them. The list of encumbrances is fixed by the document.
When drafting a vendor contract this means the description of the goods and a warranty of their legal status should be set out separately in the document — otherwise a dispute over a legal defect arises precisely in that empty space. Detailed regulation fills that emptiness.
The Merchant’s Duty to Inspect
Article 495 is the most litigation-prone rule: where the buyer is an entrepreneur, it must inspect the thing without delay; if, within the appropriate period after discovering a defect, or within the period in which the defect should have become known to it, the buyer does not submit a claim to the seller, it loses the right to demand on account of the defect.
There is one exception: where the seller knowingly kept silent about the defect, it cannot rely on this rule. For a company using goods in its own enterprise, this means the inspection and claim procedure must be written down and performed in time — otherwise the right simply disappears.