Legal Framework at a Glance

• Section 2118 Civil Code: The buyer pays the price and takes delivery.

• Section 2119 Civil Code:

  • (1) The buyer need not pay until they have had the opportunity to inspect the goods; except where the agreed delivery method excludes inspection (e.g., escrow/auction/online regime).

  • (2) If the price is determined by weight, the net weight is decisive.

• Section 2120 Civil Code:

  • (1) If the buyer is in default with taking delivery or with payment, the seller must (if able) preserve the goods for the buyer in a manner appropriate to the circumstances.

  • (2) If the buyer has taken goods they intend to reject, they must still preserve them appropriately.

  • (3) Whoever preserves goods for the other party may retain them until reasonable storage costs are reimbursed (right of retention).

Practical Implications

1) Duty to Pay vs. Right to Inspect (§ 2119/1)

• Default rule: inspection first → then payment. This protects the buyer from paying for obviously defective goods.

• Exception: If the parties agreed on a regime that excludes prior inspection (e.g., advance payment into escrow; online sales with delivery and subsequent complaint rights), you cannot withhold payment on the basis of inspection.

Contract Tips:

• Specify where/how the acceptance/inspection occurs (time, place, responsible person).

• If paying in advance (e.g., attorney/notary escrow), define release conditions (e.g., after submission of a defect-free handover protocol).

2) Price by Weight (§ 2119/2)

• Net weight governs; for materials (metals, chemicals, food), prevent disputes by specifying the weighing method(certified scale, protocols).

3) Buyer’s Default & Preservation (§ 2120)

• Delay in taking delivery or paying → the seller stores/preserves the goods “appropriately.”

• Costs (storage, insurance, handling) are borne by the buyer; the seller has a right of retention until paid.

• If the buyer has possession but intends to reject, they must still preserve the goods (minimize loss, no use beyond necessary testing).

Note: Preservation ≠ permission to use the goods; it’s a duty of reasonable care to avoid value deterioration.

Model Scenarios

A) B2B Machine Delivery with Inspection

• Contract: inspection at seller’s warehouse, then immediate payment from escrow.

• The buyer cannot withhold payment just to test the machine for 30 days—unless such testing is expressly agreed (e.g., pre-commissioning test or sale on approval, which is a different regime).

B) E-shop/Online Consumer Sale

• The delivery method excludes prior inspection, so § 2119/1 does not allow withholding payment; consumer protection applies via other instruments (conformity at handover, defect rights, withdrawal rights under special consumer rules).

C) Buyer Misses the Pickup

• Buyer in default of taking delivery → seller stores goods, charges storage, and invokes retention until reimbursed.

• If goods are perishable (see §§ 2126–2127), the situation may escalate to self-help sale (after notice; if no time, even without).

D) Refusing Delivery Due to Obvious Defects

• You may refuse delivery when goods clearly contradict the contract (e.g., visible damage), but document it (protocol, photos) and notify the seller immediately.

• If you already took delivery, you must preserve the goods appropriately (§ 2120/2) until the claim is resolved.

Summary Table (Buyer’s Duties and Practical Effects)

Common Buyer Mistakes

1. Automatically withholding payment without a contractual right to prior inspection.

2. Vague acceptance process—no handover record, missing signatures/witnesses, condition not described.

3. Underestimating storage costs when late to take delivery (storage, insurance, handling).

4. Failing to preserve goods you intend to reject → deterioration, loss of claims or liability for damage.

5. Not defining weighing method for weight-based pricing → disputes over net weight and price.

Buyer’s Pre-Signing Checklist

• ✔ Is the acceptance & inspection process clearly defined (when, where, how)?

• ✔ Are payment terms set (due date, escrow, release conditions)?

• ✔ For weight/quantity, is the measurement method and any tolerance agreed?

• ✔ Do I understand preservation costs/process if I’m late?

• ✔ Is there a handover record and the list of mandatory documents (manuals, certificates)?

FAQ

Can I refuse to pay until I see the goods?
Yes, if the delivery regime allows prior inspection (§ 2119/1). If the parties agreed on a regime that excludes inspection before payment, you may not withhold payment.

Who bears costs if I’m late to take delivery?
The buyer. The seller preserves the goods and has a retention right until reasonable costs are paid (§ 2120/1, /3).

I took delivery but want to reject—now what?
You must preserve the goods and promptly notify the seller in writing. Attach a handover/defect report, photos, and, where appropriate, a quick expert opinion (§ 2120/2).

Price by weight—how is it calculated?
By net weight (§ 2119/2). Agree on the scale, protocol, and tolerance.