Short answer. Within a reasonable time. Article 1521 of the Civil Code provides that where the seller is bound to send the goods to the buyer but no time for sending them is fixed, the seller is bound to send them within a reasonable time. What is reasonable depends on the circumstances of the particular transaction.
What the law says
Where by a contract of sale the seller is bound to send the goods to the buyer, but no time for sending them is fixed, the seller is bound to send them within a reasonable time.
Civil Code, Article 1521 — Place, Time, and Cost of Delivery. Read the full provision →
The reasonable time standard
Article 1521 of the Civil Code answers the question directly: Where by a contract of sale the seller is bound to send the goods to the buyer, but no time for sending them is fixed, the seller is bound to send them within a reasonable time. There is no fixed statutory period. The law delegates the question to what is reasonable given the nature of the goods, the circumstances of the parties, and the ordinary expectations for transactions of that type. A seller cannot defer delivery indefinitely by pointing to the absence of a deadline — the obligation to deliver within a reasonable time is binding and enforceable.
What makes time reasonable
What counts as a reasonable time for delivery depends on the particular transaction. Relevant considerations include the nature of the goods — perishables must move faster than durable manufactured items; the means of transport involved; whether the goods needed to be manufactured or processed before shipment; what is customary in the trade for similar transactions; and whether any urgency was implied by the context of the purchase. A buyer who needed the goods quickly but did not say so may face difficulty arguing that a longer timeline was unreasonable. A buyer who purchased goods with an obvious time-sensitive purpose has a stronger case for a shorter reasonable time.
Goods held by a third party
Article 1521 also addresses a specific complication: when the goods are in the possession of a third party at the time of sale. In that situation, the seller has not fulfilled the delivery obligation unless and until that third person acknowledges to the buyer that they hold the goods on the buyer's behalf. This acknowledgment — known as constitutum possessorium or attornment in some contexts — is what transfers constructive possession to the buyer when physical delivery is not made directly by the seller. If your seller's goods are stored with a third party and you have not received that acknowledgment, delivery is not yet complete regardless of what the seller says.
Delivery must be at a reasonable hour
Article 1521 contains a practical rule about the timing of the delivery act itself: Demand or tender of delivery may be treated as ineffectual unless made at a reasonable hour. What is a reasonable hour is a question of fact. A seller cannot satisfy the delivery obligation by attempting to deliver goods at an inconvenient or unusual time — such as in the middle of the night — and then claiming the delivery obligation was tendered. The reasonableness of the hour, like the reasonableness of the overall time frame, is determined by the specific facts and circumstances of the transaction, including trade customs and the nature of the goods being delivered.
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.
- Sps. Alexander and Julie Lam vs. Kodak Philippines, Ltd, G.R. No. 167615, January 11, 2016 — read the decision on LawPhil →