What duties does a buyer have under a commercial sales contract?

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Under a commercial sales contract, the buyer’s primary duties are the payment of the agreed purchase price and the acceptance of delivery.1

Core Obligations

  • Payment: The buyer is strictly responsible for paying the agreed price. Financial difficulties generally do not excuse this duty; only major, unforeseeable, and unavoidable obstacles—such as war, revolution, or exchange restrictions—may provide a legal excuse.1
  • Acceptance of Delivery: The buyer must take delivery of the goods as stipulated in the contract. If the buyer fails to make necessary arrangements for delivery (such as naming a ship in a "free on board" contract), the seller may be unable to fulfill their own delivery obligations.1

Additional Responsibilities

  • Inspection: Upon receiving the goods, the buyer is generally required to examine them for defects as soon as possible and notify the seller if any are found.2
  • Mutuality: The buyer’s duties are concurrent with the seller’s obligations. Unless otherwise agreed, performance is expected to occur simultaneously. The law typically allows a buyer to withhold their own performance if the seller has not fulfilled an agreed-upon advance obligation.3