After delivery I used the goods in a way only an owner would. Have I legally accepted them even without saying so?

Three ways acceptance happens

Article 1585 of the Civil Code provides three separate routes to acceptance, and only one of them requires you to say anything. The first is an express intimation to the seller that you accept. The second — and the one most people overlook — is doing any act in relation to the goods which is inconsistent with the ownership of the seller. The third is simply keeping the goods beyond a reasonable time without telling the seller you reject them. Any one of these three is enough; acceptance does not require all three.

What counts as an act inconsistent with the seller's ownership

The classic examples are acts that treat the goods as your own property: reselling them to a third party, using them in your manufacturing process, altering or modifying them, consuming them, pledging them as security, or incorporating them into something else. All of these signals to the world that you are acting as owner, not as someone who merely holds the goods pending a decision. Even partial use — consuming part of a shipment, for example — can be enough to constitute acceptance of the goods used, while leaving the status of the remainder in question. The key is whether a reasonable person would read the act as treating the goods as the buyer's own.

Why acceptance matters legally

Once you are deemed to have accepted the goods, your right to reject them for breach of warranty generally converts from a right to rescind the contract to a right to claim damages only. In other words, acceptance does not mean you lose all recourse if the goods are defective — but it does change what your recourse is. You can no longer simply send the goods back and demand a refund; you must pursue a claim for the difference in value or other compensable loss. This is a significant shift, so knowing whether acceptance has occurred matters greatly if a dispute is brewing.

What to do if you are unsure

If you have received goods and discovered a defect, the safest response is to notify the seller promptly and in writing before doing anything else with the goods. Avoid using, reselling, or altering them until the issue is resolved, because any of those steps could be read as acceptance under Article 1585. If you have already done something with the goods that might qualify as an inconsistent act, the situation is more complicated — the timing of the act relative to when you discovered the problem, and the nature of the act itself, will both bear on your position.

Cases citing this provision

These Supreme Court decisions cite the provision above. We list them so you can read them yourself; the summaries of what each decided are not ours to give.

• NFF Industrial Corporation vs. G & L Associates Brokerage and/or Gerardo Trinidad, G.R. No. 178169, January 12, 2015 — read the decision on LawPhil →

Related provisions

• Civil Code, Article 1585 — When the Buyer Is Deemed to Accept