Short answer. Yes. Under Philippine law, when goods are sold by description or sample and the bulk delivered does not match, you may rescind the contract. The law also requires that you be given a reasonable chance to compare the actual goods against the description or sample before deciding.
What the law says
In the contract of sale of goods by description or by sample, the contract may be rescinded if the bulk of the goods delivered do not correspond with the description or the sample, and if the contract be by sample as well as description, it is not sufficient that the bulk of goods correspond with the sample if they do not also correspond with the description. The buyer shall have a reasonable opportunity of comparing the bulk with the description or the sample.
Civil Code, Article 1481 — Sale by Description or Sample. Read the full provision →
When the goods do not match the description or sample
Article 1481 covers two common selling arrangements. In a sale by description — think of goods ordered from a catalog or a specifications sheet — the buyer relies on words and specifications rather than seeing the actual items. In a sale by sample, a small portion is shown as representative of the whole batch. When the delivered bulk falls short of either standard, the buyer's right to rescind arises. Rescission means unwinding the transaction: the goods go back and the price (or advance payments) must be returned.
When the sale is by both sample and description
Some contracts use both a physical sample and a written description. The statute addresses this specifically: matching the sample alone is not enough if the bulk still fails to match the description. Both requirements must be satisfied. A seller cannot hide behind a sample that happens to match while quietly delivering goods that deviate from the agreed specifications. Both the physical and the written standard must be met before the delivery can be considered compliant.
Your right to inspect before deciding
The law guarantees you a reasonable opportunity to compare the delivered bulk against the description or sample before you must decide whether to accept or rescind. Do not let a seller pressure you into signing a receipt or acknowledgment of full receipt before you have actually inspected the goods against what was agreed. That comparison is your legal right, and waiving it prematurely can affect your ability to invoke rescission later.
Practical steps if the bulk does not conform
If you receive a delivery that looks wrong, act quickly. Preserve the goods in the state you received them — do not mix, use, or alter the delivered batch before the discrepancy is documented. Photograph the delivery against the sample or the specification sheet. Notify the seller promptly in writing of the non-conformity, before any acceptance deadline in the contract runs out. Whether you ultimately choose rescission or damages for the difference in value will depend on your situation, but the right to choose starts with timely, documented notice.
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.
- Teresita B. Mendoza vs. Beth David, G.R. No. 147575, October 22, 2004 — read the decision on LawPhil →