You Might Be Thinking…

“This is the same as a warranty, isn’t it?”
Not quite. A warranty covers defects (if the item is faulty). Purchase on approval instead gives the buyer the option to simply test the item and decide whether to keep it, even if it is defect-free.

Clients Often Ask Me…

• How long does the trial period last?

• What if we don’t specify a time limit in the contract?

• What is the difference between a suspensive and a resolutive condition?

• What if I damage the item during testing?

• Can businesses use this too?

Legal Framework in Brief

• Section 2150 Civil Code: The buyer purchases subject to the condition that they approve the item within the trial period.

• Section 2151 Civil Code: The effect depends on whether the buyer has taken possession:

  • If not yet taken → suspensive condition (the contract only becomes effective once the buyer approves).

  • If already taken → resolutive condition (the contract is effective, but the buyer may cancel it within the trial period by rejecting the item).

• If no period is agreed: the law sets defaults → 3 days for movable goods, 1 year for immovable property.

How It Works in Practice – Clear Table

Practical Tips for Contracts

1. Set a Clear Period

• The legal 3-day default is too short → I recommend setting a longer one (e.g. 14 days).

2. Handover Protocol

• Record the condition of the item at handover.

• Prevents disputes about whether the buyer caused damage.

3. Testing and Return

• Define how the buyer may test the item.

• Buyer must return it in the same condition (ordinary wear from testing is tolerated).

Risks and Common Mistakes

• Short or missing period → buyer has only 3 days.

• No handover record → difficult to prove the item’s original condition.

• Confusing it with warranty → they are different legal regimes.

• Unclear testing rules → seller claims buyer damaged the item.

Lawyer’s Checklist

✔ Define the trial period length.
✔ Draft a handover protocol.
✔ Specify how the item can be tested.
✔ Clarify return conditions.

FAQ

What if the buyer stays silent until the period expires?
The item is deemed approved.

Can I return a damaged item?
No, except for ordinary wear from testing.

Does purchase on approval apply to B2B deals?
Yes, often used for testing machinery or equipment.

How does it differ from a warranty?
A warranty covers defects, while purchase on approval lets you reject a defect-free item.