Colombian Commercial Code: Seller's Obligations (Arts 922-942) | Althox
The Colombian Commercial Code, established by Decree 410 of 1971, serves as the foundational legal framework governing commercial activities within Colombia. Book IV, specifically Part II concerning Sale and Swap, delves into the intricate details of contractual relationships, outlining the rights and obligations of parties involved.
Chapter IV, spanning Articles 922 to 942, is particularly crucial as it meticulously defines the obligations incumbent upon the seller in a commercial transaction. Understanding these provisions is essential for businesses and individuals engaged in commerce, ensuring legal compliance and protecting interests.
This comprehensive guide will explore each article within this chapter, providing a detailed analysis of the seller's responsibilities, from the tradition of domain and methods of delivery to warranties, latent defects, and the legal remedies available in case of non-compliance. We aim to offer clarity on these vital legal stipulations.
Table of Contents
- Tradition of Domain and Delivery Methods (Articles 922-923)
- Delivery Time, Partial Delivery, and Damages (Articles 924-927)
- Condition of Goods and Risk of Loss (Articles 928-930)
- Quality Defects and Warranties (Articles 931-933)
- Latent Defects and Eviction (Articles 934-941)
- Contract Termination and Compensation (Article 942)
Tradition of Domain and Delivery Methods (Articles 922-923)
A digital illustration representing the intricate legal framework of the Colombian Commercial Code.
The concept of "tradition of domain" is fundamental in property law, signifying the transfer of ownership from the seller to the buyer. Article 922 of the Colombian Commercial Code specifically addresses this for real estate and motor vehicles, highlighting the critical role of official registration.
Article 922 .- The tradition of the domain of real estate will also require the registration of title in the office for registration of public instruments, the physical delivery of the thing.
Paragraph .- In the same way be held tradition in the domain of motor vehicles, but registration of title is made to the officer and in the manner determined by the relevant statutory provisions. Tradition will be recognized and thus made before any authority is sufficient.
This article clarifies that for real estate, both title registration at the public instruments office and physical delivery are necessary for ownership transfer. For motor vehicles, registration with the appropriate authority suffices, underscoring the importance of formal procedures in commercial transactions.
Article 923 then expands on the various methods by which delivery of goods can be legally proven, moving beyond mere physical handover to encompass more nuanced commercial practices. These methods are crucial for establishing when the seller's obligation to deliver has been fulfilled.
Article 923 .- The delivery of the means tested:
1. For transmission of bill of lading, waybill or invoice for the transportation of goods by land, sea and air;
2. For the determination made by the purchaser of its brand in the goods purchased with the knowledge and acquiescence of the seller;
3. By issuing the seller makes the goods to the address of the purchaser or any other agreed place, subject to the provisions of Article 915. The expedition will involve delivery where it is made non-transfer of ownership, as when the seller has sent the goods to a consignee, with orders not to deliver to the buyer to pay the price or provide sufficient collateral, and
4. By any other means authorized by law or commercial practice.
This article provides a flexible framework for proving delivery, acknowledging the diverse nature of commercial logistics. It recognizes documents like bills of lading as proof, as well as actions like the buyer marking goods or the seller dispatching items to a specified address.
The inclusion of "any other means authorized by law or commercial practice" highlights the code's adaptability to evolving business methods. This ensures that modern delivery solutions and customary trade practices can also be considered valid forms of delivery.
Delivery Time, Partial Delivery, and Damages (Articles 924-927)
Timely delivery is a cornerstone of commercial agreements. Article 924 sets out the general rule for delivery periods, emphasizing the importance of contractual stipulations while also providing a default timeframe.
Article 924 .- The seller must make delivery of the goods within the stipulated time. In the absence of a stipulation must be delivered within twenty-four hours following the conclusion of the contract, unless the nature of it or how the delivery should be done to verify it is clear that additional time is required.
This article establishes a clear expectation: sellers must deliver within the agreed-upon timeframe. If no time is specified, a 24-hour default applies, unless the nature of the goods or delivery process inherently demands more time, reflecting a practical approach to commercial realities.
Failure to deliver as agreed can lead to significant consequences, as detailed in Article 925, which streamlines the process for claiming damages due to the seller's breach of obligation.
Article 925 .- He is entitled to demand payment of damages for breach of the seller of its obligation to make valid tradition, with no need for any of the previously set forth in Article 1546 of Civil Code and 870 of this Book.
This provision simplifies the buyer's right to claim damages, removing certain prerequisites found in other codes. It underscores the commercial code's aim to facilitate swift dispute resolution and uphold contractual integrity in business dealings.
Financial stability of the buyer is also a consideration. Article 926 addresses situations where the buyer's financial standing deteriorates post-contract, granting the seller certain protections regarding delivery.
Article 926 .- If after the Contractor has considerably diminished the fortunes of the buyer, the seller is in danger of losing the price, delivery may be required, although it has been stipulated time to pay the price, but paying or securing the payment.
This article allows the seller to demand immediate payment or security if the buyer's financial situation worsens, even if a payment term was agreed upon. This acts as a safeguard for the seller against potential losses, maintaining a balance of risk.
Finally, Article 927 tackles the complexities of partial delivery, a common occurrence in large-scale commercial contracts. It defines the buyer's rights and the implications of accepting or rejecting partial shipments.
Article 927 .- In a contract that is agreed upon delivery of a quantity of goods to a fixed term, the buyer is not obliged to receive a portion, or even if the seller promises to deliver the rest, but if you take delivery partial sale will be accomplished in terms of received goods, unless the buyer's right to enforce the remainder of the agreement or the resolution of the unfulfilled part thereof, upon request of the debtor.
This provision grants the buyer the right to refuse partial delivery unless explicitly agreed upon. However, if partial delivery is accepted, the sale is considered complete for the received goods, while still preserving the buyer's right to demand full compliance or resolution for the unfulfilled portion.
Condition of Goods and Risk of Loss (Articles 928-930)
A visual representation of the seller's legal obligations in commercial contracts.
The condition of goods at the time of delivery is paramount. Article 928 mandates that the seller deliver the goods as described in the contract, along with all accessories, and in the same improved condition as when the contract was made.
Article 928 .- The seller must deliver what the contract reads, with all its accessories, under the same conditions had improved when and if the thing sold is a true body, is obliged to keep to delivery failing to compensate the damages to the buyer, unless the loss or damage due to force majeure, which shall test the seller.
This article places the burden on the seller to preserve the goods until delivery, especially for specific items ("true body"). Any damage or loss not attributable to force majeure, which the seller must prove, results in compensation to the buyer. This ensures the buyer receives the goods in the expected state.
The allocation of risk for loss due to force majeure before delivery is addressed in Article 929, distinguishing between situations where the buyer is in default and where they are not.
Article 929 .- In the sale of a "body right," the risk of loss by force majeure occurred before delivery, the seller shall, unless the buyer is in default to receive and that the force majeure or fortuitous event I had not destroyed without the delay of the buyer. In this latter case, the buyer the full price of the thing.
Generally, the seller bears the risk of loss due to force majeure before delivery. However, if the buyer is in default of receiving the goods, and the force majeure event would have destroyed the goods regardless of the delay, the buyer must still pay the full price. This nuanced approach protects both parties.
Article 930 further clarifies scenarios where non-delivery is due to unforeseen circumstances not attributable to the seller, providing a release from liability.
Article 930 .- If non-delivery should proceed from the random loss of the goods sold, for reasons not attributable to the seller, the contract shall be legal and the seller from any liability.
This article offers a crucial protection for sellers. If the goods are lost due to a random event (fortuitous event) not caused by the seller, the contract remains valid, but the seller is absolved of liability for non-delivery. This distinction is vital in commercial disputes.
Quality Defects and Warranties (Articles 931-933)
Buyers generally expect to receive goods that are healthy, complete, and free from encumbrances. Article 931 addresses disputes regarding quality or quantity defects, outlining a process for resolution involving expert determination.
Article 931 .- unless otherwise proved, be presumed that the buyer wants to acquire the healthy thing, complete and unencumbered, dismemberment and limitations of the domain. If the buyer within four days after delivery or within the time stipulated in the contract, alleging that the thing free from defects in quality or quantity, the dispute shall be submitted to the decision of experts, they will dictate whether the defects significantly affect the quality thing or make it so unworthy in non-receipt or will be at a lower price. In this case, the buyer is entitled to a refund of the price paid and the seller will be back in charge of the thing, without prejudice to the compensation which is bound by default. The judge, provide oral proceedings on these points. But if the buyer wants, may persevere in the contract at the price set by experts *.
* Modified. Code of Civil Procedure. Art. 435 ..- Modified. Decree 2282 of 1989, Article 1. Number 239. Matters covered. Be processed in one instance by the procedure governing this chapter (verbal summary process), the following issues: ... Paragraph 1. In consideration of its nature: ... 8. The cases provided for in Articles 913, 914, 918, 931, 940, first paragraph, 1231, 1469 and 2026 to 2032 of the Commercial Code.
This article establishes a presumption in favor of the buyer receiving perfect goods. If defects are alleged within a specific timeframe, expert assessment determines the impact. The buyer can then choose a refund with damages or to keep the goods at a reduced price, reflecting a fair resolution mechanism.
Warranties are a critical aspect of consumer and commercial protection. Article 932 specifically addresses express warranties for the proper functioning of sold items, setting clear timelines for claims.
Article 932 .- If the seller guarantees for a specified time the proper functioning of the thing sold, the buyer must claim the vendor for any malfunction that arise during the term of the warranty within thirty days following that on which he has discovered, subject to revocation. The seller shall indemnify the damage caused by any malfunction that is timely claim by the buyer. The warranty period shall expire without a determination of the end of two years counted from the date of the contract.
Under this article, buyers have 30 days from discovering a malfunction to claim against an express warranty. The seller is liable for damages. Notably, the warranty period cannot exceed two years from the contract date, providing a definitive end to the seller's liability for proper functioning.
Beyond express warranties, commercial law also recognizes implied warranties. Article 933 establishes a presumption regarding the existence of such guarantees based on commercial custom.
Article 933 .- Presumed to be sold with guarantees usually sell things like this.
This brief but impactful article implies that goods are sold with the usual guarantees expected for similar items in the market. This protects buyers even in the absence of explicit warranties, relying on established commercial norms and expectations.
Latent Defects and Eviction (Articles 934-941)
An artistic interpretation of the complexities involved in resolving commercial disputes.
Latent defects, those not apparent at the time of sale, are a significant area of concern. Article 934 grants the buyer specific rights if such defects render the goods unsuitable for their intended purpose.
Article 934 .- If the thing sold has, subsequent to delivery services or whose cause is hidden defects before the contract, ignored no fault of the buyer, do the natural thing for improper destination or for purpose in the contract, the buyer will right to seek resolution of the same or a price reduction to fair pricing. If the buyer chooses the decision, return the thing to the seller. In either case it will lead to compensation for damages from the seller, if he knew or should have known at the time of contract vice or defect of the thing sold.
This article empowers the buyer to either terminate the contract or seek a price reduction if latent defects, unknown to the buyer, make the goods unfit. The seller is liable for damages if they knew or should have known about the defect, emphasizing the principle of good faith.
Determining whether the buyer was aware of a defect is crucial. Article 935 places the burden of proof on the seller and considers commercial custom in assessing buyer fault.
Article 935 .- It shall be the seller proof that the buyer knew or should have known the poor condition of the thing sold at the time of the contract. To establish whether there is fault of the buyer will be considered custom.
This article ensures that sellers cannot easily evade responsibility for latent defects by claiming buyer awareness. It reinforces the seller's obligation to disclose known issues and considers industry standards when evaluating buyer diligence.
The code also prohibits clauses that attempt to limit or exclude liability for latent defects, particularly when the seller acts in bad faith, as stipulated in Article 936.
Article 936 .- It will absolutely void any provision that excludes or limits the warranty for latent defects when the seller has been quiet about the bad faith purchaser.
This article is a strong consumer and buyer protection measure. It invalidates any clause that attempts to waive or limit liability for latent defects if the seller deliberately concealed information, preventing fraudulent practices.
The consequences of a defect leading to the destruction of the goods are outlined in Article 937, differentiating between loss due to the defect itself and loss due to other factors.
Article 937 .- If the thing perishes as a result of vice, so let the buyer be entitled to terminate the contract. More if it perishes by force majeure, because the buyer or because it alienates or transform this thing will only lead to a price reduction to fair pricing.
If the goods perish due to the inherent defect, the buyer can terminate the contract. However, if the loss is due to force majeure, the buyer's actions (alienation or transformation), or other causes, the remedy is limited to a fair price reduction, distinguishing fault and responsibility.
A time limit for exercising these actions is imposed by Article 938, ensuring prompt resolution of disputes related to latent defects.
Article 938 .- The action envisaged in Articles 934 and 937 will expire in six months from the date of delivery.
This article sets a six-month statute of limitations for actions related to latent defects, calculated from the date of delivery. This encourages buyers to inspect goods promptly and prevents indefinite claims, promoting commercial certainty.
Article 939 deals with the buyer's acceptance of goods without protest, which can waive their right to later claim defects in quality or quantity.
Article 939 .- Delivered goods sold, the buyer will not be hearing about quality defects or failures of any amount once the time has examined the delivery and received without previous protest. He is entitled to demand the immediate recognition of the purchaser or the delivery receipt attesting to the satisfaction of the thing, and if the purchaser does not reserve their right to protest or to discuss the matter further, it will be as provided in first paragraph of this article.
This article emphasizes the buyer's responsibility to inspect goods upon delivery. If goods are accepted without protest after examination, the buyer generally loses the right to claim defects. The seller can demand immediate acknowledgment of satisfaction, solidifying the transaction.
Eviction, the legal process of being dispossessed of property, is covered in Article 940. It addresses situations where the goods delivered are not as agreed or cannot be received, leading to expert determination.
Article 940 .- When the buyer, upon receipt of the thing, it claims not to be the type or quality agreed upon, or may not be received, the difference shall be submitted to expert determination as provided in Article 913, paragraph two *. When no fault of their own and pre-sale because the buyer is fully edict of the thing, shall be entitled to restitution of the price already paid full compensation for damages. If the eviction is partial and of such importance that it can be concluded that under such conditions would not have bought, may at its discretion exercise the buyer gives the action that the preceding paragraph or to remain in the contract by lowering the share price or compensation for the damage that you may have caused partial eviction.
* Modified. Code of Civil Procedure. Article 427 .- Modified. Decree 2282 of 1989, Article 1. Number 231. Matters covered. Verbal process will be processed in accordance with the procedure set forth in this chapter, the following issues: ... Paragraph 2. Because of its size: ... 12. Those provided for in Articles 175, 519, 940 second and third paragraphs, 941, 943, 945, 948, 950 (952), 852, 966, 972, 1164, 1170, and 1364 of the Commercial Code and any other matter that the order code resolved by summary proceedings or incidental self processing. Art. 435 ..- Modified. Decree 2282 of 1989, Article 1. Number 239. Matters covered. Be processed in one instance by the procedure governing this chapter (verbal summary process), the following issues: ... Paragraph 1. In consideration of its nature: ... 8. The cases provided for in Articles 913, 914, 918, 931, 940, first paragraph, 1231, 1469 and 2026 to 2032 of the Commercial Code. ... Paragraph 2. Because of its size. The business of small claims and referred to in paragraph 2. Article 427 which are of the same amount.
This article outlines the procedure for disputes over the type or quality of goods, involving expert determination. If the buyer is fully evicted without fault, they are entitled to a full refund and damages. For partial eviction, the buyer can choose between full remedies or remaining in the contract with a price reduction and compensation.
Article 941 extends the actions granted in the previous article to cover situations where the buyer incurs costs to protect their ownership, such as paying third parties or clearing liens.
Article 941 .- The shares granted in the preceding article are extended to the buyer have to pay to third parties with a legitimate right price of the thing, in whole or in part, or purge in the same manner of liens or restrictions of the domain dismemberment. Such actions shall be barred in two years from the time the buyer return the thing, pay the price or drain assessment, dismemberment or limitation of the domain, and processed as an incident or the shortened trial plaintiff's choice *.
* Modified. Code of Civil Procedure. Article 427 .- Modified. Decree 2282 of 1989, Article 1. Number 231. Matters covered. Verbal process will be processed in accordance with the procedure set forth in this chapter, the following issues: ... Paragraph 2. Because of its size: ... 12. Those provided for in Articles 175, 519, 940 second and third paragraphs, 941, 943, 945, 948, 950 (952), 852, 966, 972, 1164, 1170, and 1364 of the Commercial Code and any other matter that the order code resolved by summary proceedings or incidental self processing. Art. 435 ..- Modified. Decree 2282 of 1989, Article 1. Number 239. Matters covered. Be processed in one instance by the procedure governing this chapter (verbal summary process), the following issues: ... Paragraph 2. Because of its size. The business of small claims and referred to in paragraph 2. Article 427 which are of the same amount.
This article extends the buyer's rights to compensation for costs incurred to secure their ownership against third-party claims, liens, or other domain limitations. A two-year limitation period applies, starting from when the buyer resolves the issue, allowing for flexibility in complex legal situations.
Contract Termination and Compensation (Article 942)
The final article in this chapter, Article 942, addresses the consequences of contract termination due to the seller's breach, focusing on the buyer's right to compensation.
Article 942 .- In the event of termination of the sale for breach of the seller, the buyer is entitled to be paid for the commercial legal interest on the part paid the price or keep the fruits of the thing in proportion to that party, without prejudice to the corresponding compensation damages....
This article provides that if a sales contract is terminated due to the seller's breach, the buyer is entitled to commercial legal interest on any portion of the price already paid. Additionally, the buyer can retain the fruits (e.g., profits, produce) of the thing in proportion to their payment, all without prejudice to further claims for damages. This ensures the buyer is adequately compensated for the seller's failure to uphold their end of the agreement.
In summary, Chapter IV of the Colombian Commercial Code provides a robust framework for defining the seller's obligations in sales and swap contracts. It covers every stage, from the initial transfer of ownership and delivery methods to the quality of goods, warranties, and remedies for defects or breaches. Businesses operating within Colombia must adhere strictly to these provisions to ensure legal compliance and foster fair commercial practices.
Understanding these articles helps both sellers fulfill their duties and buyers protect their investments, contributing to a stable and predictable commercial environment. The emphasis on expert determination and clear timelines reflects a commitment to efficient dispute resolution, vital for the dynamism of modern commerce.
Fuente: Contenido híbrido asistido por IAs y supervisión editorial humana.
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