Short answer. Most likely yes. Article 1585 of the Civil Code provides that a buyer is deemed to have accepted goods when, after the lapse of a reasonable time, they retain the goods without intimating to the seller that they have rejected them. Silence combined with prolonged retention constitutes deemed acceptance.
What the law says
The buyer is deemed to have accepted the goods when he intimates to the seller that he has accepted them, or when the goods have been delivered to him, and he does any act in relation to them which is inconsistent with the ownership of the seller, or when, after the lapse of a reasonable time, he retains the goods without intimating to the seller that he has rejected them.
Civil Code, Article 1585 — When the Buyer Is Deemed to Accept. Read the full provision →
Three ways a buyer is deemed to accept
Article 1585 of the Civil Code identifies three distinct situations that constitute deemed acceptance of delivered goods. First, when the buyer intimates to the seller that he has accepted them — a direct express statement of acceptance. Second, when the buyer does any act inconsistent with the ownership of the seller after delivery — using the goods, reselling them, modifying them, or otherwise treating them as the buyer's own. Third, and the one most relevant to your situation: when, after the lapse of a reasonable time, he retains the goods without intimating to the seller that he has rejected them. Keeping goods beyond a reasonable period without communicating rejection is treated as acceptance.
What counts as a reasonable time
Article 1585 does not specify a fixed number of days — what counts as a reasonable time depends on the circumstances of the particular transaction. Relevant factors include the nature of the goods (perishables move faster than durable equipment), the industry and trade custom, how quickly defects could have been discovered, and whether any inspections were ongoing. For goods that can be quickly inspected and whose problems are immediately apparent, a reasonable time may be short. For complex goods requiring extended testing or use, a reasonable time may be longer. The longer the retention without protest, the stronger the inference that the buyer accepted the goods.
What intimating rejection means
To avoid deemed acceptance under Article 1585, the buyer must intimate to the seller that they are rejecting the goods. This means communicating the rejection to the seller — not simply deciding internally not to accept, but actually telling the seller. The rejection should be clear and communicated within a reasonable time after delivery. Vague or ambiguous communications that could be read as acceptance do not preserve the buyer's right to reject. If you received goods you found unsatisfactory but did not tell the seller promptly and clearly that you were rejecting them, the absence of that communication — combined with continued retention — creates the deemed acceptance the article describes.
What deemed acceptance means for your situation
If you are deemed to have accepted the goods under Article 1585, the practical consequences are significant. You can no longer reject the goods or return them as non-conforming or defective. Your remedy for any problem with the goods shifts from rejection and return to other forms of relief — such as a reduction in price or a claim for damages, if the goods had defects that the seller is responsible for. Deemed acceptance is not necessarily a final outcome if there were hidden defects that could not have been discovered on reasonable inspection, but for discoverable defects, continued retention without protest is treated as waiving the right to reject.
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 →