Short answer. No. Article 1522 lets you reject a short delivery outright. But if you accept or retain the goods knowing the seller is not going to perform in full, you must pay for them at the contract rate, so the decision you take on receipt is what settles your exposure.

What the law says

Where the seller delivers to the buyer a quantity of goods less than he contracted to sell, the buyer may reject them, but if the buyer accepts or retains the goods so delivered, knowing that the seller is not going to perform the contract in full, he must pay for them at the contract rate.

Civil Code, Article 1522 — Delivery of Wrong Quantity. Read the full provision →

Reject, or accept and pay the contract rate

Article 1522 opens with the choice: Where the seller delivers to the buyer a quantity of goods less than he contracted to sell, the buyer may reject them, but if the buyer accepts or retains the goods so delivered, knowing that the seller is not going to perform the contract in full, he must pay for them at the contract rate. Retaining is treated the same as accepting, so leaving the pallets in your yard while you think about it is itself a decision. What you cannot do is keep the short shipment and pay a discounted rate of your own choosing because the seller let you down.

The knowledge qualifier does real work

Payment at the contract rate is owed only where you kept the goods knowing the seller would not complete. Where the shortfall looked like a first tranche and the balance was still promised, you did not have that knowledge. The article deals with this expressly: if the buyer has used or disposed of the goods delivered before he knows the seller is not going to perform in full, he is not liable for more than the fair value to him of the goods received. So the date the seller told you the rest was not coming, and what you had already done with the goods by then, decide which measure applies.

Too much, or mixed with goods you never ordered

The same article covers the opposite errors. On an over-delivery you may accept the quantity included in the contract and reject the rest, but if you accept the whole of what was sent you must pay for all of it at the contract rate. Where the contracted goods arrive mixed with goods of a different description not included in the contract, you may accept those that conform and reject the rest. And where the subject matter is indivisible, you may reject the whole, which is the answer for an incomplete machine or a part-delivered set.

Your own paperwork may displace all of this

The closing paragraph subjects the entire article to any usage of trade, special agreement or course of dealing between the parties. Tolerance clauses of plus or minus a small percentage are standard in bulk supply, and a history of accepting partial deliveries without complaint can become a course of dealing. So read the supply agreement first, then act quickly and in writing: record the counted quantity on the delivery receipt itself, state whether you are rejecting or accepting under protest, and ask the seller in writing whether the balance is coming.

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.

Related provisions

Note. Statute text quoted on this page is reproduced from the official enactment and is linked to the full provision. The explanation around it is general legal information from Vivas & Nobles Law Office, not legal advice. Whether it applies to your situation depends on facts only a lawyer reviewing them can assess.