You Might Be Thinking…

“If they send me more, that’s not my problem.”
But legally, it’s more complicated – the law says that in certain cases, the purchase contract also covers the surplus.

Clients Often Ask Me…

• Do I always have to pay for the surplus?

• What if I don’t want it?

• Does this apply to consumers too?

• How quickly must I react?

• Does it apply to online purchases?

Legal Framework in Brief

• Section 2093 Civil Code: If the seller delivers more items than agreed, the purchase contract extends to the surplus.

• Exception: if the buyer rejects the surplus without undue delay.

How to Proceed in Practice

1. Accepting the Surplus

• If you accept the surplus and remain silent, the contract extends to cover it.

• The buyer must pay for the surplus.

2. Rejecting the Surplus

• Must be quick and clear.

• Ideally in writing, to avoid disputes.

3. Consumer vs. Business

• For consumers, rules on unsolicited goods often apply (they cannot be forced to pay for items not ordered).

• In B2B relations, Section 2093 applies strictly → if you don’t reject, you must pay.

Risks and Common Mistakes

• Ambiguous rejection → the court may consider you accepted the surplus.

• Remaining silent too long → the contract is deemed extended.

• Ignoring logistics errors → even if it’s a shipping mistake, the seller is responsible unless you reject.

Lawyer’s Checklist

✔ Check the quantity immediately upon delivery.
✔ Reject any surplus without undue delay if you don’t want it.
✔ Obtain written confirmation of rejection.
✔ In B2B contracts, agree on how surpluses will be handled.

FAQ

What if I discover the surplus later?
It may be harder to reject – the burden of proof is against you.

Can the supplier demand the surplus back?
Yes, if you rejected it. But if you don’t, the contract extends to cover it.

Does this apply to online purchases?
Yes, but consumers enjoy stronger protection – extra items are often treated as unsolicited goods.