You might be wondering…

“Isn’t it enough to just write that I’m buying machine XY?”
“Do I really need to specify in the contract whether it’s new or refurbished?”
“How do I avoid disputes over what was actually the subject of the sale?”

Clients often ask me…

“If I’m buying land, is the parcel number enough?”
“How should I proceed if I’m ordering customized goods and the quality is determined by a sample?”
“Can the contract be invalid if the description is too vague?”

What the law says (Sections 2095–2096 Civil Code)

• The seller must deliver the item to the buyer in the agreed quantity, quality, and design.

• If the parties do not explicitly agree on quality or design, the item must be suitable for the purpose apparent from the contract, or otherwise for its usual purpose.

• If the quality or design is determined by a sample or model, the delivered goods must match these. If the contract states one thing and the sample another, the contract prevails.

Common mistakes and risks

Many disputes arise simply because the contract was drafted too vaguely. In practice, I often see issues such as:

• Overly general descriptions (“plastic molding machine”) without specific type, version, or serial number.

• Failure to stipulate quality—the buyer expected a new product but received a refurbished one.

• Unclear reference to a sample—the contract and sample provided conflicting specifications.

• Relying too much on industry practices—which courts may not recognize as binding.

Step-by-step approach

1. Provide precise identification—serial number, manufacturer, model for movables; parcel number and cadastral territory for real estate.

2. Specify quality and design—new/refurbished, material, performance, technical specifications.

3. Refer to a specific sample or model—and clearly state which prevails if there is a conflict.

4. Define the purpose of use—especially for custom-made items.

5. Use annexes—technical specifications, drawings, certificates.

Real-life example

A client ordered a pressing machine. The contract stated only “pressing device type X.” The seller delivered an older refurbished machine, while the client expected a new one. Because the contract lacked any stipulation on quality, the court concluded that the refurbished machine was “usual” and the buyer had no remedy.

Why DIY contracts are risky

You can find many “free contract templates” online, but few deal with detailed specification of the subject of sale. Relying on a generic template means risking disputes and invalidity instead of protection.

Lawyer’s recommendation

Defining the subject of sale is the cornerstone of the entire contract. Do not underestimate details—they can decide whether you win a dispute or end up stuck with defective goods and no compensation.

Practical checklist:

• Is the subject of sale described unambiguously?

• Does the contract specify quality and design?

• Is there an annex with technical details or drawings?

• Is the relationship between contract and sample clarified?

• Is the intended use specified if it is unusual?

FAQ

Does every contract need to specify quality?
Not always, but if it doesn’t, “usual quality” applies—which often leads to disputes.

What prevails—contract or sample?
The contract prevails. The sample is only auxiliary.

What if the item is described too generally?
Then there is a risk the court will decide against the buyer, since vague definitions usually work to their detriment.