You Might Be Thinking…

“If no date is set, the seller can just deliver whenever they want.”
Not true. The law provides clear rules that protect both parties.

Clients Often Ask Me…

• From when is the delivery deadline counted?

• What if I must fulfill an obligation first?

• How is timely performance determined?

• Can I withdraw if the seller delivers late?

• Can the deadline be modified by contract?

Legal Framework in Brief

• Section 2092 Civil Code:

  • The delivery period starts on the date the contract becomes effective.

  • If the buyer must fulfill an obligation (e.g., pay a deposit) before delivery, the period runs only from the date of that fulfillment.

Practical Examples

1. Standard Case

• Contract effective on June 1 → the delivery period runs from that date.

2. Buyer’s Obligation First

• Buyer must pay a 20% deposit.

• If paid on June 15, the delivery period runs only from that date.

3. Vague Contract Terms

• Risk of disputes over whether delivery was timely.

• Best practice: specify deadlines clearly (exact dates or number of days from an event).

Risks and Common Mistakes

• No deadlines in the contract → risk of delays and disputes.

• Deposit without deadline → if the buyer pays late, the seller gains extra time.

• No penalties → late performance without consequences.

Lawyer’s Checklist

✔ Set a clear delivery date or method of calculation.
✔ Clarify whether the period runs from contract effectiveness or from buyer’s obligation.
✔ Include penalties for delays.
✔ Address buyer’s delay so it doesn’t give the seller unlimited leeway.

FAQ

Can the seller wait until the buyer pays a deposit?
Yes, if the deposit is a condition for the period to start.

What if the buyer never fulfills the obligation?
The seller is not in default, but may withdraw from the contract.

Can the deadline be modified by agreement?
Yes, the parties may agree on different rules, but they must be clear and explicit.