Section 3: Conditions and Warranties • Suspensive à when the happening of future and uncertain event GIVES RISE TO AN
OBLIGATION or triggers the acquisition of a right.
Article 1545: Where the obligation of either party to a contract of sale is subject to any
condition which is not performed, such party may refuse to proceed with the contract or he
may waive performance of the condition. If the other party has promised that the condition
should happen or be performed, such first mentioned party may also treat the
nonperformance of the condition as a breach of warranty.
Where the ownership in the thing has not passed, the buyer may treat the fulfillment by the
seller of his obligation to deliver the same as described and as warranted expressly or by
implication in the contract of sale as a condition of the obligation of the buyer to perform his
promise to accept and pay for the thing. (n)
A. CONDITION
Applicability:
- The condition under this provision is imposed on the performance of the obligation
of EITHER PARTY (buyer or seller).
- in a PERFECTED CONTRACT OF SALE.
Remedies if this condition is not performed or cannot be performed:
• Rescission/Resolution à obligor must commit a breach which should either be
SUBSTANTIAL or SERIOUS for the law provides that slight breach is not a ground for
rescission. Only the aggrieved party may file the action for rescission.
• Waiver of the Compliance with the Condition à if the buyer would offer to pay the
determinate thing or express his willingness to pay even without the seller having
complied with the suspensive condition attached to the payment of the price, the
buyer is waiving such conditions.
There may be a transformation of a condition into a warranty if the other party has promised
that the condition should happen or be performed, the aggrieved party may also treat the
nonperformance of the condition as a breach of warranty.
*NOTE: Condition imposed on the perfection of a contract (Art. 1181) AND a condition imposed
merely on the performance of an obligation (Art. 1545) is distinct from each other.
Art. 1181 Art. 1545
à failure to comply results in the failure of à merely gives the other party the option
contract to either refuse to proceed with the sale or
to waive the condition
à no contract yet. à speaks of a perfected contract of sale.
[For reference] Condition under Article 1181 is the acquisition of rights, as well as the
extinguishment or loss of those already acquired, shall depend upon the happening of the event
which constitutes the condition
• Resolutory à when the happening of the future and uncertain event EXTINGUISHES
AN OBLIGATION OR TERMINATES THE RIGHt that is already acquired.
• Express à is one which is mutually agreed or stipulated by the parties.
• Implied à is presumed by law in a contract of sale unless a contrary intention
appears from the contract itself.
Example of Art. 1545:
1. A condition in the Deed of Conditional Sale stating that the buyer should pay the
balance of the purchase price when he has successfully negotiated and secured a
road right of way, is not a condition on the perfection of the contract or on the
validity of the entire contract. It is a condition imposed only on buyer’s obligation to
pay the remainder.
NOTE: in this case, the condition is NOT VOID.
2. The vendor and the vendee executed a Deed of Conditional Sale wherein the former
agreed to sell his lot for the price of Php. 1,500,000.00 payable in this manner:
Php. 50,000 downpayment
Php. 1,000,000 shall be payable 45 days after the removal of all
squatters. If the squatters are not removed within 6 mos, the Php.
50,000.00 downpayment shall be returned by the vendor to the vendee.
Question: Can the vendor demand the rescission of a contract?
Answer: No. Under the agreement, the vendor is obligated to evict the squatters on
the property. The ejectment of the squatters is a condition the operative act of
which sets into motion the period of compliance by the vendee of his own
obligation. The option to refuse to proceed with the agreement belongs to the
vendee and not being the vendor.
Article 1546: Any affirmation of fact or any promise by the seller relating to the thing is an
express warranty if the natural tendency of such affirmation or promise is to induce the buyer
to purchase the same, and if the buyer purchases the thing relying thereon. No affirmation of
the value of the thing, nor any statement purporting to be a statement of the seller’s opinion
only, shall be construed as a warranty, unless the seller made such affirmation or statement as
an expert and it was relied upon by the buyer. (n)
B. WARRANTIES
à is a statement or representation made by the seller of goods, contemporaneously
and as part of the contract of sales, having reference to the character, quality or title of
the goods, and by which he promises or undertakes to insure that certain facts are shall
be as he then represents.
KINDS OF WARRANTIES: That the Against eviction Against Non- Against Hidden As to the Against
seller has a D FRiS- W apparent Defects or quality or Redhibitory
1. Express Warranty à is an affirmation of fact or any promise made by
right to sell encumbrance or Encumbrance fitness defects on
the vendor in relation to the thing sold. a thing servitude UPEES animals
Requisites: A-T-Pu-Be ANRA
a) There must be an Affirmation of fact or promise by the seller Requisites 1. the vendee is 1. the immovable 1. the defect GR: No 1. the defect
DEPRIVED in sold should be renders the thing implied must be
relating to the thing. whole or in part encumbered with sold UNFIT for warranty redhibitory
b) The natural Tendency of such affirmation or promise is to induce of the thing any non- the use intended Rationale: 2. the defect is
the buyer to purchase the same. 2.the eviction is apparent burden 2. the defect is Buyer must one
by FINAL or servitude not not PATENT or satisfy determined by
c) The buyer Purchases the thing relying thereon. JUDGMENT mentioned in the visible himself law or local
d) The affirmation of fact or any promise must be made Before the 3. the final AGREEMENT. 3. the defect about the customs of
perfection of the contract of sale. judgment is 2. the NATURE EXISTS at the quality, usage
based on a prior of the non- time of sale fitness or 3. the sale is
RIGHT to the apparent 4. the vendee is suitability not one in
2. Implied Warranty à is a natural element of a contract of sale that is sale or an act encumbrance or not an EXPERT fairs, public
deemed included in such contract by operations of law. imputable to the servitude is such 5. there is no Except: auctions,
vendor that must be STIPULATION to Reliance on 4. the action is
4. the vendor is presumed that the contrary. the seller’s brought w/in
SUMMONED in the vendee kills or the
the suit for would not have judgment. prescriptive
eviction acquired it had - the seller is period
5. there is no he been aware. the 5. there is no
WAIVER of 3. the non- manufacturer waiver of
warranty by apparent or grower of warranty by
vendee. encumbrance or the goods or the vendee
servitude is not primarily
RECORDED in engaged in
the registry of the business
property unless of selling
there is an -he made
express warranty known to the
that the thing is seller
free from all -he relied to
burden & the seller
encumbrance
4. the ACTION is
brought by the
vendee w/in the
prescriptive
period.
Prescription 1 yr from the 1 yr from the Within 6mos Within 6mos Within 40
execution of the execution of the from the delivery from the days from the
deed. deed of the thing sold delivery of date of
the thing delivery to the
**when there’s sold vendee.
adverse claim
*Ordinary
acquisitive
prescription – 10
yrs.
*Extraordinary
Acquisitive
Period – 30 yrs.
Remedy 1. Vendee 1. enforce 1. action for 1. withdraw from 1. withdraw 1.
may vendor’s liability rescission contract (accion from contract Withdrawing
demand against eviction 2. sue for redhibitoria) (accion from the
the return & demand to the damages 2. demand a redhibitoria) contract
of the thing vendor the proportionate 2. demand a 2. demanding
sold VICED reduction of the proportionate a
2. buyer in 2. Demand price. (accion reduction of proportionate
good faith rescission of the quanti minors) + the price. reduction of
may contract (return damages (accion the price +
demand the thing without quanti damages
from the encumbrance) minors) +
vendor. damages
Kinds of Eviction
(a) Total Eviction – VICED
a. The return of the VALUE which the thing sold had at the time of the
eviction, be it greater or less than the price of the sale;
b. The INCOME or fruits, if he has been ordered to deliver them to the party
who won the suit against him;
c. The COSTS of the suit which caused the eviction, and in a proper case,
those of the suit brought against the vendor for the warranty;
d. The EXPENSES of the contract, if the vendee has paid them;
e. The DAMAGES and interests, and ornamental expenses, if the sale was
made in bad faith.
(b) Partial Eviction
Minimum Standards for Warranties: - the warrantor of a consumer product to meet
the minimum standards for warranty, he shall:
1. REMEDY such consumer product within A REASONABLE TIME and WITHOUT
CHARGE in case of a defect, malfunction or failure to conform to such written
warranty;
2. PERMIT the consumer to elect whether to ask for a refund or replacement
without charge of such product or part, as the case may be, where after reasonable
number of attempts to remedy the defect or malfunction, the product continues to
have the defect or to malfunction.
NOTE: The warrantor will not be required to perform the above duties if he can show that the
defect was caused by damage due to unreasonable use.

Duration of Warranty
Warranties under RA 7394 otherwise known as “The Consumer Act of the Philippines” - the seller and the consumer may stipulate the period within which the express
à approved on Apr. 13, 1992 warranty shall be enforceable.
à defines “consumer products and services” as goods, services and credits, debts or - if the implied warranty on the merchantability accompanies an express warranty,
obligations which are primarily for personal, family, household or agricultural purposes, which both will be of equal duration.
shall include, but not limited to food, drugs, cosmetics and devices. - any other implied warranty shall endure not less than 60 days nor more than 1
*Terms of Express Warranty (Art. 68) – Any seller or manufacturer who gives an year following the sale of new consumer products.
express warranty:
1. Set forth the terms of warranty in clear and readily understandable language * Breach of Warranty
and clearly identify himself as the warrantor 1) In case of breach of express warranty, the consumer may elect to have the goods repaired
2. Identify the party to whom the warranty is extended or its purchase price refunded by the warrantor. In case the repair of the product in whole or
3. State the products or parts covered; in part is elected, the warranty work must be made to conform to the express warranty within
4. State what the warrantor will do in the event of a defect, malfunction of failure thirty (30) days by either the warrantor or his representative. The thirty-day period, however,
to conform to the written warranty and at whose expense. may be extended by conditions which are beyond the control of the warrantor or his
5. State what the consumer must do to avail of the rights which accrue to the representative. In case the refund of the purchase price is elected, the amount directly
warranty; attributable to the use of the consumer prior to the discovery of the non-conformity shall be
6. Stipulate the period within which, after notice of defect, malfunction or failure deducted.
to conform to the warranty, the warrantor will perform any obligation under 2) In case of breach of implied warranty, the consumer may retain in the goods and recover
the warranty. damages, or reject the goods, cancel and contract and recover from the seller so much of the
purchase price as has been paid, including damages.
*Express Warranty
1. Sales Report NOTE: Prescription under Civil Code and RA 7394.
2. Failure to make or send report Civil Code Provisions RA 7394
3. Retail -an action for violation of an implied - the implied warranty cannot be more than
4. Enforcement of warranty or guarantee warranty against hidden defects prescribes 1 year
5. record of purchases in 6mos -when the implied warranty of
6. Contrary stipulations - if the action is based on express warranty merchantability is accompanied by an
which does not stipulate a specific express warranty, the implied warranty can
*Designation of Warranties – A written warranty shall clearly and conspicuously prescriptive period, the action prescribes in be of equal duration to that of the express
designate such warranty as: 4 years. warranty.
a. Full Warranty – if the written warranty meets the minimum requirements set
forth in paragraph (d).
b. Limited Warranty – if the written warranty does not meet the minimum
requirements
CHAPTER 5: OBLIGATIONS OF THE VENDEE
Article 1582: The vendee is bound to accept delivery and to pay the price of the thing sold at
the time and place stipulated in the contract.
If the time and place should not have been stipulated, the payment must be made at the time
and place of the delivery of the thing sold. (1500a)
The principal obligations are:
1. To accept delivery
a. Except delivery installments [1583.1]
GR: the buyer of goods is not bound to accept delivery thereof by installment.
ER: the parties agreed & delivery of goods by installments à installment
contracts.
b. Where goods are delivered which he has not previously examined not
having reasonable opportunity.
GR: the seller affords the buyer upon the buyer’s request or most reasonable
opportunity of goods when he tenders delivery of goods to buyer.
ER: unless otherwise agreed.
Note: Deemed to have accepted the goods
- when he intimates to the seller that he has accepted them
- when goods are delivered to him
- he does any act in relation to hem which is inconsistent with the ownership of the seller
- when after the lapse of a reasonable time he retains the goods without intimating to the seller
that he has rejected them.
2. To pay the price of the thing sold
- ER: the vendee be disturbed in the possession or ownership, he may suspend.
NOTE: Fortuitous events does not apply when obligation is pecuniary in nature like the buyer’s
obligation to pay.
“where the obligation consists in the payment of money, the failure of the debtor
to make the payment even by reason of a fortuitous event shall not relieve him of his liability.
RATIONALE: an obligor should be held exempt from liability when the loss occurs through a
fortuitous event only holds true when the obligation consists in the delivery of a determinate
thing and there is no stipulation holding him liable even if in the case of fortuitous event. It
does not apply when the obligation I pecuniary in nature.” Gaisano Cagayan Inc. v. Insurance
Company of North America
Non-payment of Price – is the failure of the vendee or buyer to pay the agreed price. There is
an assumption of existence of the intention to pay on the part of the vendee but he just failed
to pay for whatever reason.
à does not make the contract null and void for lack of consideration
à does not render ineffective the obligation to deliver it.
à ONLY CREATES a right to demand payment or to rescind the contract or criminal prosecution
in the case of the bouncing checks
à immaterial and has no effect on the validity of the contract of sale
COLLECT ON DELIVERY
à the seller, who is the shipper, impliedly instructs the carrier to collect the payment at the
time of delivery. The payment must be made when the carrier or courier delivers the goods to
the buyer or his representative.
à the payment of the price is a condition sine qua non to the buyer’s entitlement to examine
the goods.
à thus, the goods may not be examined by the buyer or his representative before payment of
the price is made, unless there is an agreement or usage of trade permitting such examination.
Obligation to accept delivery
Rights of the Buyer in relation to his Obligation to Accept Delivery
1. The buyer of goods is not bound to accept delivery thereof by installments unless
otherwise agreed
2. The buyer has a right to be afforded a reasonable opportunity to examine the goods
3. The buyer has the right to refuse to take delivery of or reject with just cause.
Breach of Warranty – notice should be given
Obligations of the vendee in case he refuses:
1. To notify the seller of his refusal to accept the goods
2. To take good care of the goods but he is not bound to return them to seller
3. To be held liable as a depositary of the goods if he constituted himself as such.
Effects of Acceptance
1. The acceptance of the thing sold by the buyer signifies the formal transfer of
ownership to him “at his disposal”
2. As a rule, acceptance of the goods by the buyer shall not discharge the seller from
his liabilities in damages or other legal remedy for breach of any promise or
warranty.
Except: - the presence of express or implied agreement
- The buyer fails to give notice to the seller
*Obligation to pay interest
1. should it have been so stipulated
2. should the thing sold & delivered produce fruits or more
3. should he be in default, from the time of judicial or extra judicial demand for the payment of
the price.
NOTE: However, the demand by the creditor shall not be necessary in order that delay may
exist when:
• The obligation or the law expressly so declare
• from the nature and the circumstances of the obligations it appears that the
designation of the time when the thing is to be delivered or the service is to be
rendered was a controlling motive for the establishment of the contract;
• Demand would be useless, as when the obligor has rendered it beyond his power to
perform.

*When may the vendee suspend payment
1. when he is disturbed in his possession or ownership of the thing acquired.
2. He has reasonable grounds to fear such disturbance is by vindicatory action or a foreclosure
of a mortgage.
à Note: Mere act of trespass shall not authorize the suspension of payment.
HOWEVER, the vendee cannot suspend payment when:
1. The vendor gives security for the return of the price in a proper case
2. It has been stipulated that notwithstanding any contingency, the vendee shall be
bound to make payment.
à Duration of suspension: until the vendor has caused the disturbance of danger to cease.
Article 1591: Should the vendor have reasonable grounds to fear the loss of immovable
property sold and its price, he may immediately sue for the rescission of the sale.
Should such ground not exist, the provisions of article 1191 shall be observed. (1503)
This article is in consonance with the principle of anticipatory breach.
Reasonable grounds to fear:
1. Buyer’s willful refusal to pay the agreed price
2. Buyer becomes insolvent before he can pay the price.
When there’s anticipatory breach, the seller may rescind the sale.
Article 1592: In the sale of immovable property, even though it may have been stipulated that
upon failure to pay the price at the time agreed upon the rescission of the contract shall of right
take place, the vendee may pay, even after the expiration of the period, as long as no demand
for rescission of the contract has been made upon him either judicially or by a notarial act. After
the demand, the court may not grant him a new term. (1504a)
Sale of immovable property; when the vendee may still pay despite the expiration of the
period.
1. It is a contract of sale of an immovable property with a stipulation in the contract that
failure to pay the price at the time agreed upon will cause the rescission of the contract
2. Applicable only to a contract of absolute sale.
3. Permits the buyer to pay even after the expiration of the period, so long as no demand
for rescission of the contract has been made upon him either judicially or by notarial act.
4. Applies to a contract of absolute sale of immovable property where no stipulation for
automatic rescission.
NOTE: Delay in the fulfillment of the obligation is a ground to rescind only if time is of the
essence. Otherwise, the court may refuse the rescission if there is a just cause for the fixing of
a period.
TIME AND PLACE OF ACCEPTANCE AND PAYMENT
A. Stipulated in the contract
B. If there is no stipulation, the payment must be made at the time and place of the
delivery of the thing sold.
PD No. 957 – The Subdivision and Condominium Buyer’s Protective Decree
à this statute regulates the sale of subdivision lots and condominiums and provides for
penalties for violations thereof.
à Legislative Intent: instrument for social justice, the law must favor the weak and the
disadvantages, including small lot buyers and aspiring homeowners.
à Prospective law
Rights or Remedies under PD. 957 in case the buyer desists to pay installments due to the
failure of the owner or developer to develop the project:
1. The buyer may, at his option, be reimbursed of the total amount paid including
amortization interests but excluding delinquency interests, with interest thereon at
the legal rate.
2. He may also ask the Housing And Land Use Regularization Board to apply
administrative sanctions against the subdivision developer consisting of payment of
administrative fine of not more than Php. 10,000.00 in accordance with Sec. 38 of
PD 957.
è Primary Jurisdiction: Housing And Land Use Regularization Board
è Fixing criminal case: Court
3. He may likewise spearhead the institution of a criminal action for violation of PD 957
against the owner or developer in accordance with Sec. 39 thereof where the
imposable penalty upon conviction is a fine not more than Php. 20,000.00 and/or
imprisonment for not more than 10 years.
Non-Forfeiture of Payments
à when the owner or developer of the subdivision or condominium fails to develop the same
according to the plan with the period agreed, the buyer, after notifying the owner, may desist
from paying the balance, and may demand the reimbursement of all that he has paid.
• HOWEVER, if the reason of the buyer in desisting the payment of the installment
was not due to the failure of the subdivision or condominium owner or developer
to develop the project according to the approved plans and within the time limit for
complying with the same, the rights of the buyer shall be governed by RA No. 6552
(Realty Installment Buyer Protection Act).
RA 6552
1. There must be registration
2. Issuance of Title
3. The enforcement of a right under PD 957 can be barred by laches
MACEDA LAW
Article 1593: With respect to movable property, the rescission of the sale shall of right take action has manifested an inability to perform the contract of sale on his part or an intention
place in the interest of the vendor, if the vendee, upon the expiration of the period fixed for not to perform it.
the delivery of the thing, should not have appeared to receive it, or, having appeared, he should
not have tendered the price at the same time, unless a longer period has been stipulated for Although the ownership in the goods has not passed, if they cannot readily be resold for a
its payment. (1505) reasonable price, and if the provisions of article 1596, fourth paragraph, are not applicable, the
seller may offer to deliver the goods to the buyer, and, if the buyer refuses to receive them,
AUTOMATIC RESCISSION may notify the buyer that the goods are thereafter held by the seller as bailee for the buyer.
Shall take place if the vendee, upon the expiration of the period fixed for the delivery of the Thereafter the seller may treat the goods as the buyer’s and may maintain an action for the
thing: price. (n)
1. Should not have appeared to receive it;
2. Having appeared, he should not have tendered the price at the same time, UNLESS, Remedies when the Sale involves Movable Property:
a longer period has been stipulated for its payment 1. The delivery of movable has been made
NOTE: Automatic Rescission cannot take place where there has been a delivery. a. Action for price
b. Action for Damages
Chapter 6: ACTIONS FOR BREACH OF CONTRACT OF SALE OF GOODS *When the Seller may maintain an action against the Buyer for Damages:
a. When the buyer wrongfully neglects or refuses to accept and pay for the
goods.
Article 1594: Actions for breach of the contract of sale of goods shall be b. for labor performed or expenses made before receiving notice of the buyer’s
governed particularly by the provisions of this Chapter, and as to matters repudiation or countermand of the contract of sale if labor or expense of
not specifically provided for herein, by other applicable provisions of this material amount is necessary on the part of the seller to enable him to fulfill
Title. (n) his obligations. The profit the seller should have made if the contract or the
sale had been fully performed shall be considered in awarding the damages
c. where ownership has not passed, and the seller cannot maintain an action
**The one who is making the allegations of breach has burden presenting preponderance of
for the price under Art. 1595.
evidence.**
2. The delivery of the movable has not been made
Remedies:
a. Seller’s Remedy à Automatic rescission
1. Specific Performance
Grounds
2. Resolution / Rescission
1. [Under Art. 1593] If the vendee, upon the expiration of the period fixed for
the delivery of the thing:
Compare Rescission under 1191 and 1381.
- should not have appeared to receive it, or
1191 1381
- having appeared, he should not have tendered the price at the same time,
• Speaks of reciprocal obligations • Subsidiary action not based on a party’s
UNLESS a longer period has been stipulated for its payment
• Prescription: 10 years from the time the breach of obligation.
2. [Under Art. 1597] The seller may TOTALLY rescind the contract of sale by
right of action accrues. • Prescription: 4 years giving notice of his election so to do the buyer when:
- the buyer has repudiated the contract of sale;
- the buyer has manifested his inability to perform his obligations thereunder;
- the buyer has committed a reach thereof
Article 1595: Where, under a contract of sale, the ownership of the goods has passed to the
buyer, and he wrongfully neglects or refuses to pay for the goods according to the terms of the b. Buyer’s remedy à Action for specific performance
contract of sale, the seller may maintain an action against him for the price of the goods.
Article 1599: Where there is a breach of warranty by the seller, the buyer may, at his election:
Where, under a contract of sale, the price is payable on a certain day, irrespective of delivery or
of transfer of title, and the buyer wrongfully neglects or refuses to pay such price, the seller (1)Accept or keep the goods and set up against the seller, the breach of warranty by way of
may maintain an action for the price, although the ownership in the goods has not passed. But recoupment in diminution or extinction of the price;
it shall be a defense to such an action that the seller at any time before the judgment in such (2)Accept or keep the goods and maintain an action against the seller for damages for the
breach of warranty;
(3)Refuse to accept the goods, and maintain an action against the seller for damages for the
breach of warranty; (4) Rescind the contract of sale and refuse to receive the goods or if the goods have already
(4)Rescind the contract of sale and refuse to receive the goods or if the goods have already been received, return them or offer to return them to the seller and recover the price or any
been received, return them or offer to return them to the seller and recover the price or any part thereof which has been paid.
part thereof which has been paid. It creates an obligation to return the object if the contract. It can be carried out only
when one demands rescission can return whatever he may be obliged to restore.
When the buyer has claimed and been granted a remedy in anyone of these ways, no other
remedy can thereafter be granted, without prejudice to the provisions of the second paragraph
of article 1191.

Where the goods have been delivered to the buyer, he cannot rescind the sale if he knew of
the breach of warranty when he accepted the goods without protest, or if he fails to notify the
seller within a reasonable time of the election to rescind, or if he fails to return or to offer to
return the goods to the seller in substantially as good condition as they were in at the time the
ownership was transferred to the buyer. But if deterioration or injury of the goods is due to the
breach or warranty, such deterioration or injury shall not prevent the buyer from returning or
offering to return the goods to the seller and rescinding the sale.

Where the buyer is entitled to rescind the sale and elects to do so, he shall cease to be liable
for the price upon returning or offering to return the goods. If the price or any part thereof has
already been paid, the seller shall be liable to repay so much thereof as has been paid,
concurrently with the return of the goods, or immediately after an offer to return the goods in
exchange for repayment of the price.

Where the buyer is entitled to rescind the sale and elects to do so, if the seller refuses to accept
an offer of the buyer to return the goods, the buyer shall thereafter be deemed to hold the
goods as bailee for the seller, but subject to a lien to secure the payment of any portion of the
price which has been paid, and with the remedies for the enforcement of such lien allowed to
an unpaid seller by article 1526.

(5)In the case of breach of warranty of quality, such loss, in the absence of special circumstances
showing proximate damage of a greater amount, is the difference between the value of the
goods at the time of delivery to the buyer and the value they would have had if they had
answered to the warranty. (n)

Available Remedies of the buyer in case of breach of warranty:

(1) Accept or keep the goods and set up against the seller, the breach of warranty by way of
recoupment in diminution or extinction of the price;
Recoupment or reconvencion is the act of rebating or recouping a part of a claim
upon which one is sued by means of a legal or equitable right resulting from a counterclaim
arising out of the same transaction.
(2) Accept or keep the goods and maintain an action against the seller for damages for the
breach of warranty;
(3) Refuse to accept the goods, and maintain an action against the seller for damages for the
breach of warranty;
(2&3) Buyer may either accept or refuse to accept the goods, and maintain an action
against the seller for damages for the breach of warranty.