Short answer. Yes, if the seller is a dealer in that kind of goods. Article 1565 of the Civil Code implies a warranty that the full batch will be free from any hidden defect making the goods unmerchantable — one that would not have been apparent on a reasonable examination of the sample.
What the law says
In the case of a contract of sale by sample, if the seller is a dealer in goods of that kind, there is an implied warranty that the goods shall be free from any defect rendering them unmerchantable which would not be apparent on reasonable examination of the sample.
Civil Code, Article 1565 — Warranty in a Sale by Sample. Read the full provision →
The implied warranty in a sale by sample
Article 1565 of the Civil Code specifically addresses the situation you are describing. When you buy goods on the basis of a sample, and the seller is a dealer in goods of that kind, the law attaches an implied warranty to the transaction: the goods shall be free from any defect that renders them unmerchantable and that would not have been apparent on reasonable examination of the sample. The warranty operates by law — you do not need to negotiate for it, and the contract does not need to mention it.
Two conditions that must be met
Two things must be true for this warranty to apply. First, the sale must have been made by sample — meaning the parties contemplated that the bulk goods would correspond to what the sample showed. Second, the seller must be a dealer in goods of that kind, meaning someone who trades in those goods as a regular business. A casual seller or an owner disposing of personal property likely does not qualify. If both conditions are met, you do not need to prove the seller knew about the defect; the warranty is implied regardless of the seller's knowledge.
What 'unmerchantable' and 'not apparent on examination' mean
Unmerchantable means the goods are not fit for the ordinary purposes for which that kind of goods is used. A defect that merely reduces quality may not be enough if the goods can still be used for their intended purpose; a defect that makes them unsellable or unfit for use clearly qualifies. The second element — that the defect would not be apparent on reasonable examination of the sample — is equally important. If you could have discovered the defect by looking carefully at the sample but did not bother, the dealer may argue the warranty does not apply. You are expected to inspect the sample with the care an ordinary buyer would exercise.
What remedies you can pursue
If the implied warranty has been breached, you generally have a choice of remedies: you may rescind the contract and recover what you paid, reduce the price to reflect the diminished value, or claim damages for losses flowing from the defective goods. The Civil Code's provisions on warranty against hidden defects set time limits within which these actions must be brought, so if you have discovered a defect in goods recently received, act promptly. Document the defect with photographs and, if possible, an independent inspection report before making a demand on the dealer.
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 →