You might be wondering…

“Can the seller really decide on the color or type of product instead of me?”
“What if I don’t like their choice?”
“Do I still have the option to change it?”

Clients often ask me…

“If I failed to specify the parameters on time, can I challenge the seller’s decision?”
“How should the seller determine the characteristics—can they just pick what suits them?”
“Must the seller still take my needs into account, even if I haven’t provided details?”

What the law says (Section 2089 Civil Code)

• If the buyer is supposed to determine the characteristics of the goods but fails to do so on time, the seller may determine them themselves and notify the buyer.

• When making this determination, the seller must consider the buyer’s needs that they are aware of.

• The buyer can communicate a different determination of the characteristics, but must do so without undue delay. Otherwise, they are bound by the seller’s choice.

Common mistakes and risks

• The buyer assumes they have unlimited time. In reality, they risk losing their right to decide, leaving the choice to the seller.

• The seller ignores the buyer’s known needs. This may lead to complaints or legal disputes.

• Late response by the buyer. If the buyer does not react promptly after notification, they lose the chance to demand changes.

Step-by-step approach

For the buyer:

1. Specify the characteristics in time and in writing.

2. If the seller notifies you of their determination, respond immediately if you disagree.

3. Remember that later objections may not be accepted.

For the seller:

1. If the buyer delays, determine the characteristics yourself.

2. Always consider the buyer’s known needs (e.g., contractual purpose).

3. Notify the buyer without undue delay—ideally in writing.

Real-life example

A client ordered wooden stairs but failed to state the type of wood. The manufacturer repeatedly requested clarification but got no reply. Eventually, the seller chose oak, considering it standard. The buyer later asked for cheaper spruce, but it was too late—since he hadn’t objected promptly, he had to accept the oak stairs and the higher price.

Why DIY contracts are risky

Generic “free templates” often do not address what happens if the buyer delays in specifying characteristics. Without this safeguard, disputes and unnecessary costs can easily arise.

Lawyer’s recommendation

As a lawyer, I advise both parties to agree in advance on a clear mechanism for determining characteristics and deadlines. This prevents stress, delays, and financial losses.

Practical checklist:

• Is it clearly stated in the contract who determines the characteristics?

• Does the buyer have a set deadline to do so?

• Is the procedure for non-response defined?

• Is it clear how the seller must notify the buyer?

FAQ

Can the seller determine the characteristics entirely at their discretion?
No, they must consider the buyer’s known needs.

Can the buyer still change the parameters after notification?
Yes, but they must react without undue delay. Otherwise, the seller’s choice is binding.

What if the seller chooses something unsuitable?
If the seller ignored the buyer’s known needs, the buyer may challenge this through a complaint or even court action.