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CIVIL CODE OF THE REPUBLIC OF KAZAKHSTAN

of July 1, 1999 No. 409-I ZRK

Special part

(as amended on 02-07-2020)

Section 4. Separate obligation types

Chapter 25. Purchase and sale

§ 1. General provisions about purchase and sale
Article 406. Purchase and sale agreement

1. According to the purchase and sale agreement one party (seller) shall transfer property (goods) to the possession, economic maintaining or operational management to other party (buyer), and the buyer shall accept this property (goods) and pay for it certain sum of money (price).

2. The provisions provided by this paragraph are applied to purchase and sale of securities and currency values if legal acts do not establish special rules of their purchase and sale.

2-1. Features of purchase and sale of goods by Islamic bank when implementing of banking activity by it are established by the legal acts of the Republic of Kazakhstan regulating banking activity.

3. In the cases provided by this Code or other legal acts, features of purchase and sale of separate types of goods are determined by legislative and other regulatory legal acts.

4. The provisions provided by this paragraph are applied to sale of property rights if other does not follow from content or nature of these rights.

5. The provisions provided by this paragraph are applied to separate agreement types of purchase and sale (retail purchase and sale, delivery of goods, power supply, contracting, sale of the company) if other is not provided by rules of this Code about agreements of these types.

6. In case of sale of property according to the procedure, established for execution of judgments, the legal executive acts as the seller.

Article 407. The term of the contract about goods

1. Any thing with observance of rules of article 116 of this Code can be goods according to the purchase and sale agreement.

2. The agreement can be signed on purchase and sale of goods, available at the seller at the time of the conclusion of the agreement, and also goods which will be created or acquired by the seller in the future if other is not established by legal acts or does not follow from nature of goods.

3. The condition about goods is considered approved if the agreement allows to determine the name and goods quantity (essential conditions).

Article 408. Obligations of the seller on transfer of goods

1. The seller shall report to the buyer the goods provided by the agreement.

2. If other is not provided by the agreement, the seller shall report along with transfer of goods to the buyer of its accessory, and also the documents (the documents certifying the completeness, safety, goods quality, method of operation, etc.) provided by regulatory legal acts or the agreement relating to it.

Article 409. Completion date of obligation to transfer goods

1. Completion date to transfer by the seller of obligation goods to the buyer it is determined by the agreement and if the agreement does not allow to determine term - according to rules, stipulated in Article the 277th of this Code.

2. The purchase and sale agreement is recognized concluded with condition of its execution to strictly certain term if clearly follows from the agreement that in case of violation of term the buyer loses interest in agreement performance.

The seller has no right to perform such agreement before approach or after the expiration of the term determined in it without the consent of the buyer.

By legal acts or the agreement purchase and sale agreement performance cases in parts can be established (intermediate terms of a contract).

Article 410. The moment of discharge of duty of the seller to transfer goods

1. If other is not provided by the purchase and sale agreement, obligation of the seller to transfer goods to the buyer it is considered performed at the moment:

1) deliveries of goods to the buyer or person specified to them if the agreement provides obligation of the seller on the goods delivery;

2) provisions of goods in the order of the buyer if the goods be transferred to the buyer or person specified to them in the location of goods.

The goods are considered the buyer when to the term provided by the agreement, the goods are ready to transfer in the proper place made available and the buyer in accordance with the terms of the agreement is informed on readiness of goods for transfer. The goods are not recognized ready to transfer if it is not identified for the purposes of the agreement by marking or otherwise.

2. Obligation of the seller to transfer goods in cases when the obligation of the seller on the goods delivery or transfer of goods in the place of its stay to the buyer does not follow from the purchase and sale agreement, to the buyer it is considered performed at the time of delivery of goods to carrier or organization of communication for delivery to the buyer if the agreement does not provide other.

Article 411. Transition of risk of accidental death of goods

1. If other is not provided by the purchase and sale agreement, the risk of accidental death or accidental damage of goods passes to the buyer since the moment when according to legal acts or the agreement the seller is considered fulfilled the duty on transfer of goods to the buyer.

2. The risk of accidental death or accidental damage of the goods sold during its stay in transit passes to the buyer from the moment of the conclusion of the purchase and sale agreement if other is not provided by the agreement or business customs.

The term of the contract that the risk of accidental death or accidental damage of goods passes to the buyer from the moment of delivery of goods to the first carrier upon the demand of the buyer can be nullified by court if at the time of the conclusion of the agreement the seller knew or shall know that the goods are lost or damaged, and did not report about it to the buyer.

Article 412. Obligation of the seller on preserving the sold goods

When the property right, the right of economic maintaining or operational management passes to the buyer before transfer of goods, the seller shall keep goods before transfer, without allowing its deterioration.

The buyer shall compensate costs necessary for this purpose to the seller if other is not provided by the agreement of the parties.

Article 413. Obligation of the seller to transfer goods free from the third party rights

1. The seller shall report to the buyer goods free from any third party rights, except for case when the buyer agreed to accept the goods encumbered with the third party rights.

Non-execution by the seller of this obligation grants to the buyer the right to require reduction of the price of goods or agreement cancelation and indemnification if it is not proved that the buyer knew or shall know about the third party rights to these goods.

2. Rules, stipulated in Item 1 this Article, are respectively applied also in that case when concerning goods by the time of its transfer to the buyer there were claims of the third parties of which the seller knew if these claims are recognized in accordance with the established procedure as lawful subsequently.

Article 414. Responsibility of the seller in case of withdrawal of goods at the buyer

1. In case of withdrawal of goods at the buyer by the third parties on the bases which arose before agreement performance, the seller shall pay to the buyer the losses suffered by it if he does not prove that the buyer knew or shall know about availability of these bases.

2. The agreement of the parties on release of the seller from responsibility or the liability limit in case of reclamation of the acquired goods at the buyer by the third parties is insignificant.

Article 415. Obligations of the buyer and the seller in case of presentation of the claim for withdrawal of goods

1. If the third party on the basis which arose before agreement performance makes the claim for withdrawal of goods to the buyer, the buyer shall recruit the seller in case, and the seller shall go into this action on the party of the buyer.

2. Not involvement of the seller by the buyer to participation in case exempts the seller from liability to the buyer if the seller proves that, having taken part in case, he could prevent withdrawal of the sold goods at the buyer.

3. The seller recruited by the buyer in case, but who did not take part in it loses the right to prove abnormality of conducting case by the buyer.

Article 416. Consequences of non-execution of obligation to transfer goods

1. If the seller refuses to report to the buyer the sold goods, the buyer has the right to refuse purchase and sale agreement performance.

2. In case of refusal of the seller to transfer individually certain thing the buyer has the right to impose on the seller requirements, stipulated in Article the 355th of this Code.

Article 417. Consequences of non-execution of obligation to transfer the accessories and documents relating to goods

1. If the seller does not report or refuses to report to the buyer the accessories or documents relating to goods which he shall give (Item 2 of article 408 of this Code), the buyer has the right to appoint to it reasonable time for their transfer.

2. In case the accessories or documents relating to goods are not transferred by the seller to the specified time, the buyer has the right to refuse acceptance of goods if other is not provided by the agreement.

Article 418. Goods quantity

Goods quantity, subject to transfer to the buyer, is provided by the agreement in the corresponding units of measure or in terms of money. The condition about goods quantity can be approved by establishment in the agreement of procedure for its determination.

Article 419. Consequences of violation of the term of the contract about goods quantity

1. If the seller transmitted to breach of agreement to the buyer smaller goods quantity, than is determined by the agreement, the buyer has the right if other is not provided by the agreement, or to demand transfer of short quantity of goods, or to refuse the transferred goods and its payment and if it is paid - to demand return of the sum of money paid for it.

2. In case the seller transferred to the buyer goods in the quantity exceeding specified in the agreement the buyer shall inform on it the seller according to the procedure, stipulated in Item 1 articles 436 of this Code. If in reasonable time after receipt of the message of the buyer the seller does not dispose of the corresponding goods, the buyer has the right as other is not provided by the agreement, to accept all goods.

3. In case of acceptance by the buyer of goods in the quantity exceeding specified in the agreement the corresponding goods are paid for the price determined for the goods accepted according to the agreement if other price is not determined by the agreement of the parties.

Article 420. Range of goods

If according to the purchase and sale agreement goods in certain ratio by types, models, the sizes, flowers and other signs are subject to transfer (assortment), the seller shall transfer to the buyer goods in the assortment approved by the parties.

Article 421. Consequences of violation of the term of the contract about range of goods

1. By transfer by the seller of the goods provided by the agreement in the assortment which is not corresponding to the agreement, the buyer has the right to refuse their acceptance and payment and if they are already paid, to demand return of the paid sum of money.

2. If the seller reported to the buyer along with goods which range corresponds to the agreement, goods with breach of agreement about assortment, the buyer has the right at the choice:

1) to accept the goods corresponding to terms of the contract about assortment and to refuse other goods;

2) to refuse all transferred goods;

3) to demand replacement of the goods which are not corresponding to terms of the contract about assortment, goods in the assortment provided by the agreement;

4) to accept all transferred goods.

3. In case of refusal of goods which range does not correspond to terms of the contract, or submission of demand about replacement of the goods which are not corresponding to terms of the contract about assortment the buyer has the right to refuse also payment of these goods and if they are already paid, to demand return of paid amount.

4. The goods which are not corresponding to terms of the contract about assortment are considered accepted if the buyer in fifteen-day time after their obtaining does not report to the seller about the refusal of goods.

5. If the buyer did not refuse goods which range does not correspond to the agreement, he shall pay them for the price approved with the seller. In case the seller does not take necessary measures to coordination of the price in fifteen-day time, the buyer pays goods for the price which at the time of the conclusion of the agreement under comparable circumstances was usually levied for similar goods.

6. Rules of this Article are applied if other is not provided by the purchase and sale agreement.

Article 422. Goods quality

1. The seller shall report to the buyer goods which quality corresponds to the agreement.

2. In case of absence the seller shall transfer in the agreement of conditions on goods quality to the buyer the goods suitable for the purposes for which the goods such are usually used.

If the seller in case of the conclusion of the agreement was informed by the buyer of specific purposes of purchase of goods, the seller shall report to the buyer the goods suitable for use according to these purposes.

3. In case of sale of goods on sample and (or) by description the seller shall report to the buyer goods which match sample and (or) the description.

4. If according to the procedure established by legal acts mandatory requirements to quality of the sold goods are provided, then the seller performing business activity shall report to the buyer the goods conforming to these mandatory requirements.

Under the agreement between the seller and the buyer the goods conforming to increased requirements to quality in comparison with the mandatory requirements established according to the procedure, provided by legal acts can be transferred.

5. The goods which the seller shall report to the buyer shall conform to the requirements provided by this Article at the time of its transfer to the buyer if other moment of determination of compliance of goods to these requirements is not provided by the agreement, and within limits term shall be suitable for the purposes for which the goods such are usually used.

Article 423. Goods expiration date

1. Can be determined by the legislation, mandatory requirements of national standards or other obligatory rules period of time after which the goods are considered unsuitable for proper use (expiration date), and also cases when the expiration date of goods is specified on goods.

2. Goods on which validity fixed term, the seller shall report to the buyer so that they could be used for designated purpose till the expiry date.

Article 424. Calculation of expiration date of goods

The expiration date of goods is determined by the period of time estimated from the date of its production during which the goods are suitable for use, or date before which the goods are suitable for use.

Article 425. Goods quality assurance

1. In case the agreement it is provided by the seller of quality assurance of goods, the seller shall report to the buyer goods which shall conform to requirements, stipulated in Article 422 of this Code, during the certain period of time established by the agreement (warranty period).

2. The quality assurance of goods extends and on all components speak rapidly it (components) if other is not provided by the agreement.

Article 426. Procedure for calculation of warranty period

1. The warranty period begins to be estimated with date of transmission of goods to the buyer (article 410 of this Code) if other is not provided by the agreement.

2. If the buyer is deprived of opportunity to use goods concerning which the agreement establishes warranty period on the circumstances depending on the seller, the warranty period does not flow before elimination of the corresponding circumstances by the seller.

If other is not provided by the agreement, the warranty period is prolonged for time during which the goods could not be used because of the shortcomings found in it, on condition of the notice of the seller on goods shortcomings according to the procedure, stipulated in Clause the 436th of this Code.

3. If other is not provided by the agreement, the warranty period for the component is considered equal to warranty period for the main product and begins to flow along with warranty period for the main product.

4. When replacing goods (component) the warranty period begins to flow anew if other is not provided by the agreement.

Article 427. Quality check of goods

1. If the legislation or the agreement provide quality check of goods, it shall be performed according to the requirements established in them.

In cases when national standards, by other regulating documents on standardization establish mandatory requirements to quality check of goods, quality check shall be performed according to the instructions containing in them.

2. If according to the procedure, stipulated in Item 1 this Article, condition of quality check of goods are not provided, then quality check of goods shall be made according to business customs or other usually applied conditions of check of the goods which are subject to transfer under the agreement.

3. If legal acts, mandatory requirements of state standards, other regulating documents on standardization or the agreement provide obligation of the seller to check goods quality, transferred to the buyer (testing, the analysis, survey, etc.), the seller shall produce to the buyer according to its requirement the evidence of implementation of quality check of goods.

Article 428. Consequences of transfer of goods of inadequate quality

1. If shortcomings of goods were not stipulated by the seller, the buyer to whom the goods of inadequate quality are transferred has the right to demand at the choice from the seller:

1) proportional reduction of purchase price;

2) non-paid remedial action of goods in reasonable time;

3) compensations of the expenses on remedial action of goods;

4) replacements of goods of inadequate quality by the goods corresponding to the agreement;

5) refusal of agreement performance and return of the sum of money paid for goods.

Terms of the contract about refusal of the buyer of the rights provided by part one of this Item are insignificant.

2. In case of inadequate quality of the part of goods which is included in the package (Article 432 of this Code), the buyer the rights provided in Item 1 of this Article having the right to perform concerning this part of goods.

3. In case the seller of goods of inadequate quality is not his manufacturer, requirements about replacement or about non-paid remedial action of goods can be shown at the choice of the buyer to the seller or to the manufacturer.

4. The rules provided by this Article are applied if this Code or other legal acts does not establish other.

Article 429. Goods shortcomings for which the seller is responsible

1. The seller is responsible for goods shortcomings if the buyer proves that they arose before its transfer to the buyer or for the reasons which arose up to this point.

The seller is responsible for shortcomings of the sold goods and when he did not know about them. The agreement on release of the seller from responsibility or on its restriction is insignificant.

2. Concerning goods on which the seller provides quality assurance the seller is responsible for goods shortcomings if he does not prove that shortcomings of goods arose after their transfer to the buyer owing to violation by the buyer of instructions for use goods or its storage or actions of the third parties or force majeure.

Article 430. Terms of detection of shortcomings of the transferred goods

1. If other is not provided by legal acts or the agreement, the buyer has the right to impose requirements connected with goods shortcomings provided that they are found in the terms established by this Article.

2. If on goods the warranty period or expiration date, requirements connected with goods shortcomings is not established can be shown by the buyer provided that shortcomings of the sold goods were found in reasonable time, but within two years from the date of transfer of goods to the buyer if longer terms are not established by legal acts or the agreement. Term for identification of shortcomings of the goods which are subject to transportation or sending by mail is estimated from the date of goods receipt in the place of its appointment.

3. If on goods the warranty period is established, the buyer has the right to impose requirements connected with goods shortcomings in case of detection of shortcomings of goods during warranty period.

In case on components in the agreement the warranty period of smaller duration, than on the main product is established, the buyer has the right to impose requirements about component shortcomings in case of their detection during warranty period for the main product.

If on the component in the agreement the warranty period of bigger duration, than warranty period for the main product is established, the buyer has the right to impose requirements about goods shortcomings if shortcomings of the component are found during warranty period for it, irrespective of the expiration of warranty period for the main product.

4. Concerning goods on which validity fixed term, the buyer has the right to impose requirements about goods shortcomings if they are found during goods expiration date.

5. In cases when the warranty period provided by the agreement constitutes less than two years and shortcomings of goods are found by the buyer after warranty period, but within two years from the date of transfer of goods to the buyer, the seller bears responsibility if the buyer proves that shortcomings of goods arose before transfer of goods to the buyer or for the reasons which arose up to this point.

Article 431. Completeness of goods

1. The seller shall transfer to the buyer goods in the completeness corresponding to terms of the contract.

2. In case the agreement does not determine completeness of goods, the seller shall report to the buyer goods which completeness is determined by business customs or other usually qualifying standards.

Article 432. Set of goods

1. If the agreement provides obligation of the seller to transfer to the buyer certain set of goods in set (set of goods), the obligation is considered fulfilled after the date of transmission of all goods included in set.

2. If other is not provided by the agreement and does not follow from being of the obligation, the seller shall report to the buyer all goods which are included in the package, at the same time.

Article 433. Consequences of transfer of incomplete goods

1. In case of transfer of incomplete goods (Article of 431 of this Code) the buyer has the right to demand at the choice from the seller:

1) proportional reduction of purchase price;

2) fitting of goods in reasonable time;

3) replacements of incomplete goods by complete;

4) refusal of agreement performance and return of the sum of money paid for goods.

2. Consequences, stipulated in Item 1 this Article, are applied and in case of violation by the seller of obligation to transfer to the buyer set of goods (Article 432 of this Code) if other is not stipulated by the legislation or the agreement or does not follow from being of the obligation.

Article 434. Container and packaging of goods

1. If other is not provided by the agreement and does not follow from being of the obligation or nature of goods, the seller shall transfer to the buyer goods in container and (or) packaging.

2. If the agreement does not determine requirements to container and packaging, then the goods shall be packaged and packed by method, regular for such goods, and in the absence of that - the method ensuring safety of goods of storage, such in case of usual conditions, and transportations.

3. If mandatory requirements to container and (or) packaging are provided in the procedure established by the legislation, then the seller performing business activity shall transfer to the buyer goods in the container and (or) packaging meeting such mandatory requirements.

Article 435. Consequences of transfer of goods without container and (or) packagings or in inadequate container and (or) packaging

1. In case the goods which are subject to packaging and (or) packaging are transferred to the buyer without container and (or) packaging or in inadequate container and (or) packaging, the buyer has the right to demand from the seller to package and pack goods or to replace inadequate container and (or) packaging if other does not follow from the agreement, being of the obligation or nature of goods.

2. Instead of presentation to the seller of the requirements specified in Item 1 of this Article, the buyer has the right to impose to it other requirements following from transfer of goods of inadequate quality (article 428 of this Code).

Article 436. Notice of the seller on improper execution of the agreement

1. The buyer shall inform the seller on breach of agreement about quantity, assortment, quality, completeness, container and (or) packaging of goods in time, provided by legal acts, other regulatory legal acts or the agreement and if term is not established - in reasonable time after violation of the corresponding term of the contract owed be revealed, proceeding from nature and purpose of goods.

2. In case of failure to carry out by the buyer of obligation, stipulated in Item 1 this Article, the seller has the right to refuse fully or partially satisfaction of relevant requirements of the buyer if proves that such untimely notice entailed impossibility to meet requirements of the buyer or attracts for the seller disproportionate expenses in comparison with those which he would incur if it was timely informed on breach of agreement.

3. If the seller knew or shall know that the goods transferred to the buyer do not correspond to terms of the contract, he has no right to refer to non-execution by the buyer of obligation, stipulated in Item 1 this Article.

Article 437. Obligation of the buyer to accept goods

1. The buyer shall accept the goods given it by the seller, except as specified, when according to rules of this Chapter he has the right to demand replacement of goods or to refuse agreement performance.

2. If other is not provided by legal acts or the agreement, the buyer shall make actions which according to usually qualifying standards are necessary from its party for ensuring transfer and receipt of the corresponding goods.

3. In cases when the buyer, in defiance of legal acts or the agreement, does not accept or refuses to accept goods, the seller has the right to demand from the buyer of acceptance of goods or to refuse agreement performance.

Article 438. Goods price

1. The buyer shall pay goods for the price provided by the agreement or if it is not provided by the agreement and cannot be determined, proceeding from its conditions, by the price determined according to rules of article 385 of this Code and also to make at own expense actions which according to legal acts, are necessary for the agreement or usually qualifying standards for payment implementation.

2. When the price is established depending on goods weight, it is determined by net weight if other is not provided by the agreement.

3. If the agreement provides that the price of goods is subject to change depending on the indicators causing the goods price (cost, costs, etc.), but the price review method is not determined, the price is determined, proceeding from ratio of indicators at the time of the conclusion of the agreement and at the time of discharge of duty by transfer of goods. In case of delay by the seller of discharge of duty the price is determined by transfer of goods, proceeding from ratio of indicators at the time of the conclusion of the agreement and on the date of transfer of goods, provided by the agreement and if such day is not provided by the agreement - for the day determined according to article 277 of this Code.

The rules provided by this Item are applied if other is not established by this Code, other legal acts or does not follow from being of the obligation.

Article 439. Payment of goods

1. If the obligation does not follow from terms of the contract and legal acts to pay the price to certain time, the buyer shall pay it immediately, after transfer to it of goods or tovarorasporyaditelny documents on these goods.

2. If the agreement does not provide payment by installments in payment of the transferred goods, the buyer shall pay to the seller the amount in the amount of total price of the transferred goods.

3. If the buyer does not pay the goods transferred according to the agreement, the seller has the right to demand payment of goods and payment of penalty for use of someone else's money (Article 353 of this Code).

4. If the buyer, in agreement breach, refuses to accept and pay goods, the seller has the right to demand payment of goods at the choice or to refuse agreement performance.

5. In cases when the seller according to the agreement report to the buyer, except unpaid, and other goods, he has the right to suspend transfer of these goods before complete payment of all earlier transferred goods if other is not provided by legal acts or the agreement.

Article 440. Advance payment of goods

1. In cases when the agreement provides obligation of the buyer to pay the price fully or partially before transfer by the seller of goods (advance payment), the buyer shall make payment in time, provided by the agreement and if the term is not provided by the agreement - in time determined according to article 277 of this Code.

2. In case of non-execution by the buyer of the obligation provided by the agreement on advance payment of goods rules, stipulated in Article 284 of this Code are applied.

3. In cases when the seller who received advance payment amount does not fulfill the duties on transfer of goods at the scheduled time (article 409 of this Code), the buyer has the right to demand transfer of the paid goods or return of advance payment amount for the goods which are not given by the seller.

4. In case the seller does not fulfill duty on transfer of prepaid goods and other is not provided by the purchase and sale agreement, on advance payment amount the penalty according to Article 353 of this Code from the date of when under the agreement transfer of goods be made, about day of transfer of goods to the buyer or return of the amount which is previously paid to them to it is subject to payment. The obligation of the seller can be provided by the agreement to pay penalty on advance payment amount from the date of receipt of this amount.

Article 441. Payment of the goods sold on credit

1. In cases when the agreement provides payment of goods through certain time after its transfer to the buyer (sale of goods on credit), the buyer shall make payment in time, provided by the agreement and if the term is not provided by the agreement, - in time determined according to article 277 of this Code.

2. In case of non-execution by the seller of obligation on transfer of goods rules, stipulated in Article 284 of this Code are applied.

3. In cases when the buyer who received goods does not fulfill duty on its payment in the time established by the agreement, the seller has the right to demand payment of the transferred goods or return of unpaid goods.

And other is not provided in cases when the buyer does not fulfill duty on payment of the transferred goods in the time established by the agreement by this Code and the agreement, the penalty on the overdue amount according to Article 353 of this Code from the date of when the goods be paid, about day of payment of goods by the buyer is subject to payment.

4. The obligation of the buyer can be provided by the agreement to pay penalty on the amount corresponding to the goods price since day of transfer of goods by the seller.

5. Sale of goods is on credit made at the price operating on the date of sale. Subsequent change of the price of the goods sold on credit does not involve recalculation if other is not provided by legal acts or the agreement.

Article 442. Payment payment by installments in case of sale of goods on credit

1. Payment payment by installments can be on credit provided by the sales agreement of goods.

The sales agreement of goods on credit with condition about payment by installments of payment is considered the prisoner if in it, along with other essential terms of the contract of purchase and sale, the price, procedure, terms and the amount of payments are specified.

2. When the buyer does not make the next payment for the goods sold by installments in the term established by the agreement, the seller if other is not provided by the agreement, has the right to refuse agreement performance and to demand return of the sold goods, except as specified, when the payment amount, received from the buyer, exceeds half of the price of goods.

Article 443. Goods insurance

1. The obligation of the seller or buyer can be provided by the purchase and sale agreement to insure goods if other is not established by legal acts.

2. In cases when the party obliged to insure goods does not perform insurance in accordance with the terms of the agreement, other party has the right to insure goods and to demand from bound party of expense recovery for insurance or to refuse agreement performance.

Article 444. Reservation of ownership right on goods for the seller

1. In cases when the agreement provides that the property right to the goods transferred to the buyer remains for the seller before payment of goods or approach of other circumstances, the buyer the goods or to dispose of it otherwise having no right to alienate before transition of the property right to it if other is not provided by legal acts or the agreement or do not follow from appointment and properties of goods.

2. In cases when in time, the goods provided by the agreement, transferred are not paid or there will not come other circumstances under which the property right passes to the buyer, the seller has the right to demand from the buyer of return of goods to it if other is not provided by the agreement.

§ 2. Retail purchase and sale
Article 445. Agreement of retail purchase and sale

Under the agreement of retail purchase and sale the seller performing business activity on sales of goods shall report to the buyer the goods which are usually intended for the personal, family, home or other use which is not connected with business activity.

The agreement of retail purchase and sale is public (article 387 of this Code).

Article 446. Form of the agreement of retail purchase and sale

The agreement of retail purchase and sale is considered the seller imprisoned in due form from the moment of issue to the buyer of the cash or sales receipt or other document confirming payment of goods if other is not established by legal acts or the agreement of retail purchase and sale, including conditions of forms or other standard forms which the buyer (article 389 of this Code) joins. Absence at the buyer of the specified documents does not deprive of it opportunity to refer to the testimony in confirmation of the conclusion of the agreement and its conditions.

Article 447. Public offer of goods

1. Exposure of goods, demonstration of their samples or submission of data on the sold goods (descriptions, catalogs, pictures, etc.) is recognized the place of their sale the public offer irrespective of whether the price and other essential terms of the contract of purchase and sale are specified, except as specified, when the seller obviously determined that the corresponding goods are not held for sale.

2. The goods offering specified is not recognized its advertizing, catalogs, and also other descriptions of goods turned to the uncertain group of people not in the place of sale of goods and which are not containing essential terms of the contract of purchase and sale the public offer.

Article 448. Representation to the buyer of information on goods

1. The seller shall provide to the buyer necessary and reliable information about the goods offered to sale. This information shall conform to the requirements established by legal acts, and which are usually imposed in retail trade on requirements to content and methods of submission of such information.

2. The buyer the goods, to demand carrying out at its presence of check of properties or demonstration of use of goods having the right to inspect to the conclusion of the agreement if it is not excluded in view of nature of goods and does not contradict the rules accepted in retail trade.

3. The seller who did not give to the buyer opportunity of receipt of the relevant information on goods bears responsibility and for those shortcomings of goods which arose later its transfers to the buyer concerning which the buyer will prove that they arose due to the lack at it information.

Article 449. The contract with condition on acceptance by the buyer of goods in certain time

1. By the parties the contract with condition on acceptance by the buyer of goods in the time determined by the agreement during which the goods cannot be sold to other buyer can be signed.

2. If other is not provided by the agreement, absence of the buyer or non-execution of other necessary actions for acceptance of goods in the time determined by the agreement can be considered by the seller as refusal of the buyer of agreement performance.

3. Additional expenses of the seller on ensuring transfer of goods to the buyer in the time determined by the agreement join in the goods price if other is not provided by legal acts or the agreement.

Article 450. Sales of goods on samples

1. The agreement of retail purchase and sale can be signed based on acquaintance of the buyer with goods sample (its description, the catalog of goods, etc.) offered by the seller.

2. If other is not provided by legal acts or the agreement, the agreement is considered fulfilled from the moment of the goods delivery to the place specified in the agreement and if the place of transfer of goods is not determined by the agreement - from the moment of the goods delivery to the buyer by the place of residence of the citizen or the location of the legal entity.

3. The buyer before transfer of goods has the right to refuse agreement performance on condition of compensation to the seller of the reasonable expenses connected with making of actions for agreement performance.

Article 451. Sale of goods with use of automatic machines

1. In cases when sale of goods is made with use of automatic machines, the owner of automatic machines shall bring to buyers information on goods (the name, quantity, unit price of goods, etc.), the seller of goods by the room on the automatic machine or provisions to buyers different way of data on the name (trade name) of the seller, the place of its stay, operating mode, and also about actions which the buyer needs to make for goods receipt.

2. The agreement is considered the buyer of the actions necessary for goods receipt imprisoned from the moment of making.

3. If the paid goods are not provided to the buyer, the seller shall provide immediate provision to the buyer of goods or return of the sum of money paid by the buyer for these goods.

Article 452. Contract with condition on the goods delivery to the buyer

1. In cases when the agreement is signed with condition about the goods delivery to the buyer, the seller shall deliver in the time established by the agreement goods to the place specified by the buyer.

2. The agreement is considered fulfilled the seller from the moment of delivery of goods to the buyer, and in case of its absence - to any person who showed the receipt or other document testimonial of the conclusion of the agreement or about registration of the goods delivery if other is not provided by legal acts, the agreement or does not follow from being of the obligation.

Article 453. Price and payment of goods

1. The buyer shall pay goods for the price announced by the seller at the time of the conclusion of the agreement if other is not provided by legal acts or does not follow from being of the obligation.

2. The non-payment the buyer of goods in the time established by the agreement is recognized cases when the agreement provides advance payment of goods (article 440 of this Code), refusal of the buyer of agreement performance if other is not provided by the agreement of the parties.

3. To agreements of retail purchase and sale of goods on credit, including with payment term the buyer of goods by installments, Articles of 441 of this Code provided by part two of Item 3 are not subject to application of the rule.

4. The buyer has the right to pay completely goods at any time, within the period of payment by installments of payment of goods established by the agreement.

Article 454. Exchange of goods of proper quality

1. The buyer has the right within fourteen days after the date of transmission to him nonfood goods if longer term is not announced by the seller to exchange the purchased goods in the place of purchase or other places announced by the seller for similar goods of other size, form, dimension, style, coloring, picking, etc., having made, in case of difference in the price, necessary recalculation with the seller.

2. In the absence of goods, necessary for exchange, at the seller the buyer has the right to return the acquired goods to the seller and to receive the sum of money paid for it.

3. The requirement of the buyer about exchange or return of goods is subject to satisfaction if the goods were not in the use, its consumer properties are kept and this seller has proofs of its acquisition.

4. The inventory which are not subject to exchange or return on the bases specified in this Article is determined according to the procedure, established by the legislation.

Article 455. The rights of the buyer in case of sale of goods of inadequate quality to it

1. The buyer to whom the goods of inadequate quality are sold if its shortcomings were not stipulated by the seller, has the right to perform the actions provided in Item 1 of article 428 of this Code at the same time the buyer upon the demand of the seller and at his expense shall return the received goods of inadequate quality.

2. In case of return to the buyer of the sum of money paid for goods the seller has no right to hold from it the amount on which goods cost because of complete or partial use of goods, loss of trade dress by it, etc. went down.

Article 456. Compensation of difference in the price during the replacing of goods, reduction of purchase price and return of goods of inadequate quality

1. When replacing goods of inadequate quality by the goods of proper quality corresponding to the agreement the seller has no right to require compensation of difference between the price of goods established by the agreement, and at the price of goods, existing at the time of replacement of goods or pronouncement by court of the decision on replacement of goods.

2. When replacing goods of inadequate quality on similar, but other by the size, style, grade, etc. the goods of proper quality are subject to compensation difference between the price of the replaced goods at the time of replacement and at the price of the goods transferred instead of goods of inadequate quality.

If the requirement of the buyer is not met by the seller, these prices are determined at the time of pronouncement by court of the decision on replacement of goods.

3. In case of submission of demand about proportional reduction of purchase price by goods the goods price at the time of submission of demand about writedown is taken into consideration and if the requirement of the buyer is voluntarily not met - at the time of pronouncement by court of the decision on proportional reduction of the price.

4. In case of return of goods of inadequate quality to the seller the buyer has the right to demand compensation of difference between the price of goods established by the agreement and at the price of the conforming goods at the time of voluntary satisfaction requirements of the buyer and if the requirement is voluntarily not met - at the time of pronouncement of the decision by court.

Article 457. Responsibility of the seller and obligation fulfillment in nature

In case of non-execution by the seller of agreement obligation of retail purchase and sale indemnification and payment of penalty do not exempt the seller from obligation fulfillment in nature.

§ 3. Delivery
Article 458. Delivery agreement

Under the delivery agreement the seller (supplier) who is the entrepreneur shall report to the caused time or terms the goods made or purchased by it to the buyer for use in business activity or in other purposes which are not connected with personal, family, home and other similar use.

Article 459. Settlement of disagreements in case of the conclusion of the delivery agreement

1. In case in case of the conclusion of the contract of delivery between the parties there were disagreements according to separate terms of the contract, the party which suggested to sign the agreement and received the offer on coordination of these conditions from other party shall within thirty days from the date of receipt of this offer if other term is not approved by the parties to take measures for coordination of the corresponding terms of the contract or in writing to notify other party on refusal of its conclusion.

2. The party which received offers on the corresponding terms of the contract, but did not take measures for agreement negotiation of delivery and did not notify other party on refusal of the conclusion of the agreement in time of stipulated in Item 1 this Article, shall pay the damages caused by evasion from agreement negotiation.

Article 460. Duration of the agreement of delivery

1. The delivery agreement can be signed for one year, for the term of more than one year (long-term agreement) or for other term provided by the agreement of the parties.

If in the agreement the term of its action is not determined and does not follow from being of the obligation, the agreement is recognized to prisoners for one year.

2. If in the long-term agreement the quantity of the goods which are subject to delivery or other terms of the contract are determined for year or for more long term, in the agreement the procedure for coordination by the parties of the corresponding conditions on subsequent periods before the termination of the duration of the agreement shall be established. In case of absence the agreement is recognized the agreement of procedure for coordination to prisoners respectively for one year or for the term for which terms of the contract are approved.

Article 461. Delivery periods

1. If the parties provide delivery of goods during the term of the agreement by job lots and delivery dates of job lots (the delivery periods) in it are not determined, then goods shall be delivered by uniform batches monthly if other does not follow from legal acts, business customs or being of the obligation.

2. Along with determination of the periods of delivery in the agreement the delivery schedule of goods can be established (decade, daily, hour, etc.).

3. Early delivery of goods can be made with the consent of the buyer.

4. The goods delivered ahead of schedule and accepted by the buyer are set off on account of goods quantity, subject to delivery in the next period.

Article 462. Procedure for delivery of goods

1. Delivery of goods is performed by the supplier by shipment (transfer) of goods to the buyer under the agreement or person specified in the agreement as the receiver.

2. In cases when the agreement provides the right of the buyer to instruct the supplier in shipment of goods to receivers (shipping orders), shipment (transfer) of goods is performed by the supplier to the receivers specified in the shipping order.

3. Contents of the shipping order and terms of its direction by the buyer to the supplier are determined by the agreement. If terms of the direction of the shipping order are not provided by the agreement, it shall be sent to the supplier not later than thirty days before the delivery period.

4. Non-presentation by the buyer of the shipping order grants at the scheduled time to the supplier the right to refuse agreement performance if other is not provided by the agreement.

Article 463. Goods delivery

1. The goods delivery is performed by the supplier by shipment by their transport provided by the agreement and on the conditions determined by the agreement.

2. If in the agreement it is not determined what mode of transport or on what conditions delivery is performed, the option of mode of transport or determination of delivery conditions of goods belongs to the supplier as other does not follow from legal acts, business customs or being of the obligation.

Article 464. Completion of underdelivery of goods

1. The supplier who allowed goods underdelivery in the separate period of delivery shall fill the undersupplied goods quantity in the next period (periods) within the duration of the agreement if other is not provided by the agreement.

2. According to the long-term agreement the goods quantity undersupplied by the supplier in the separate period of delivery is subject to completion in the next period (periods) within that year in which the underdelivery of goods is allowed if other is not provided by the agreement.

3. In case goods are shipped by the supplier to several receivers specified in the agreement or in the shipping order of the buyer, goods delivered one receiver over the quantity provided in the agreement or the shipping order are not set off in underdelivery covering to other receivers and are subject to completion by the supplier if other is not provided in the agreement.

4. The buyer has the right, having notified the supplier, to refuse acceptance of goods which delivery is delayed if other is not provided in the agreement. The buyer shall accept and pay goods delivered before receipt of the notification by the supplier.

Article 465. Range of goods in case of completion of underdelivery

1. Range of goods which underdelivery is subject to completion it is determined by the agreement of the parties. In the absence of the agreement the supplier shall fill the undersupplied goods quantity in the assortment established for the period in which the underdelivery is allowed.

2. Delivery of goods of one name in bigger quantity, than it is provided by the agreement, it is not set off in covering of underdelivery of the goods of other name entering the same assortment and is subject to completion, except cases when delivery is made from the prior written consent of the buyer.

Article 466. Acceptance of goods by the buyer

1. The buyer (receiver) shall make all necessary actions providing acceptance of goods delivered according to the delivery agreement.

2. The goods accepted by the buyer (receiver) shall them be inspected in time, determined by legal acts, the delivery agreement or business customs.

The buyer (receiver) shall check in the same time quantity and quality of the accepted goods according to the procedure, established by legal acts, the agreement or business customs, and for the revealed discrepancies or shortcomings of goods without delay in writing to notify the supplier.

3. In case of receipt of the delivered goods from transport organization the buyer (receiver) shall check goods compliance to the data specified in transport and accompanying documents and also to accept these goods from transport organization with observance of the rules provided by the legislative and other regulatory legal acts regulating activities of transport.

Article 467. Safe custody of the goods which are not accepted by the buyer

1. When the buyer (receiver) according to legal acts or the delivery agreement refuses the goods given by the supplier, it shall ensure safety of these goods (safe custody) and without delay notify the supplier.

2. The supplier shall export the goods accepted by the buyer (receiver) for safe custody or dispose of it in reasonable time.

If the supplier in this time does not dispose of goods, the buyer has the right to realize goods or to return it to the supplier.

3. The necessary expenses incurred by the buyer (receiver) in connection with acceptance of goods on safe custody, sales of goods or its return to the seller are subject to compensation by the supplier.

At the same time the sum realized from sales of goods is transferred to the supplier, less receivable to the buyer.

4. In cases when the buyer without established by legal acts or the agreement of the bases does not accept goods from the supplier or refuses its acceptance, the supplier has the right to demand from the buyer of payment of goods.

Article 468. Selection of goods

1. By the delivery agreement goods receipt by the buyer (receiver) in the location of the supplier (selection of goods) can be provided.

2. If the term of selection is not provided by the agreement, selection of goods by the buyer (receiver) shall be made in reasonable time after receipt of the notification of the supplier on readiness of goods.

3. When the delivery agreement provides selection of goods by the buyer (receiver) in the location of the supplier, the buyer shall perform survey of the transferred goods in the place of their transfer if other is not provided by legal acts or does not follow from being of the obligation.

4. Failure to take the buyer (receiver) of goods in the time established by the delivery agreement, and in case of its absence - in reasonable time after receipt of the notification of the supplier on readiness of goods, grants to the supplier the right to refuse agreement performance or to demand from the buyer of payment of goods.

Article 469. Calculations for the delivered goods

1. The buyer pays the delivered goods with observance of procedure and form of the calculations provided by the agreement. If the procedure and form of calculations are not determined by the agreement of the parties, then calculations are perfromed by payment orders.

2. If delivery of goods by the separate parts which are included in the package is provided in the agreement, then payment of goods by the buyer is made after shipment (selection) of the last part which is included in the package as other is not established by the agreement.

3. If the agreement provides that payment of goods is performed by the receiver (payer) and the last superficially refused payment or did not make payment of goods in the time established by the agreement, the supplier has the right to demand payment of the delivered goods from the buyer.

Article 470. Container and packaging

1. If other is not provided by the agreement, the buyer (receiver) shall return to the supplier multireusable tare and means of packaging in which the goods, according to the procedure and the terms established by legal acts arrived.

2. The other container and packaging are subject to supplier return only in the cases provided by the agreement.

Article 471. Consequences of delivery of goods of inadequate quality

1. The buyer (receiver) to whom goods of inadequate quality are delivered has the right to impose on the supplier requirements, stipulated in Article the 428th of this Code, except as specified, when the supplier who received the notification of the buyer on shortcomings of the delivered goods immediately replaces the delivered goods with goods of proper quality.

2. The buyer (receiver) performing sale of goods delivered him at retail having the right to require replacement in reasonable time of goods of the inadequate quality returned by the consumer if other is not provided by the delivery agreement.

Article 472. Consequences of delivery of incomplete goods

1. The buyer (receiver) to whom goods with breach of agreement of delivery, requirements of legal acts or usually qualifying standards to the completeness having the right to impose on the supplier requirements, stipulated in Article 433 of this Code except for of case when the supplier who received the notification of the buyer on shortage of the delivered goods immediately understaffs goods are delivered or will replace them with complete goods.

2. The buyer (receiver) performing the sales of goods at retail having the right to require replacement in reasonable time of the incomplete goods returned by the consumer, complete if other is not provided by the delivery agreement.

Article 473. The rights of the buyer in case of underdelivery of goods, failure to meet requirements about remedial action of goods or about fitting of goods

1. If the supplier did not deliver the goods quantity provided by the agreement or did not fulfill the requirement of the buyer about replacement of goods of inadequate quality or about fitting of goods at the scheduled time, the buyer has the right to acquire undelivered goods at other persons, with reference of all necessary and reasonable expenses on their acquisition on the supplier.

Calculation of expenses of the buyer for purchase of goods at other persons, in case of their underdelivery the supplier or failures to meet requirements about remedial action of goods or about fitting of goods, is made by rules, stipulated in Item 1 articles 477 of this Code.

2. The buyer (receiver) has the right to refuse payment of goods of inadequate quality and incomplete goods and if such goods are paid - to demand return of paid amounts until remedial action and completion of goods or their replacement.

Article 474. Penalty for underdelivery of goods or delay of delivery of goods

The penalty established by legal acts or the agreement for underdelivery or delay of delivery of goods can be collected from the date of, determined by the agreement, about day of the actual obligation fulfillment if other procedure for penalty is not established by legal acts or the agreement.

Article 475. Repayment of uniform obligations under several delivery agreements

1. In cases when delivery of the goods of the same name is performed by the supplier to the buyer at the same time under several delivery agreements and the quantity of the delivered goods are not enough for repayment of obligations of the supplier under all agreements, the delivered goods shall be set off on account of the agreement performance specified by the supplier when implementing delivery or immediately after delivery.

2. If the buyer paid to the supplier the goods of the same name received under several delivery agreements, and the payment amount is not enough for repayment of obligations of the buyer under all agreements, the paid amount shall be set off on account of the agreement performance specified by the buyer when implementing payment of goods or immediately after payment.

3. If the supplier or the buyer did not use the rights granted to them respectively by Items 1 and 2 of this Article, obligation fulfillment is set off in repayment of agreement obligations which completion date came earlier. If completion date of obligations under several agreements came at the same time, the provided execution is set off in proportion in repayment of obligations under all agreements.

Article 476. Unilateral refusal from agreement performance

1. The unilateral refusal from agreement performance (fully or partially) or its unilateral change is allowed in case of fundamental breach of the agreement of one of the parties (part two of Item 2 of Article of 401 of this Code).

2. Agreement breach by the supplier is supposed essential in cases:

1) deliveries of goods of inadequate quality with shortcomings which cannot be eliminated in time, acceptable for the buyer;

2) numerous violation of delivery dates of goods.

3. Agreement breach by the buyer is supposed essential in cases:

1) numerous violation of payment due dates of goods;

2) numerous failure to take goods.

4. Other bases of unilateral refusal of agreement performance or its unilateral change can be provided by the agreement of the parties.

5. The delivery agreement is considered terminated or changed from the moment of obtaining by the party of the notification of other party on change or unilateral refusal of agreement performance if other term of termination or change of the agreement is not provided in the notification or is not determined by the agreement of the parties.

Article 477. Calculation of losses in case of agreement cancelation

1. If in reasonable time after agreement cancelation, owing to violation of the obligation by the seller, the buyer purchased goods instead of provided by the agreement at other person on higher, but reasonable price, it can impose on the seller indemnification requirement in the form of difference between the price established in the agreement and the price according to the transaction made in exchange.

2. If in reasonable time after agreement cancelation, owing to violation of the obligation by the buyer, the seller sold goods to other person on lower, than provided by the agreement, but reasonable price, the seller can impose on the buyer indemnification requirement in the form of difference between the price established in the agreement and the price according to the transaction made in exchange.

3. If after agreement cancelation on the bases provided by Items 1 and 2 of this Article the transaction instead of the terminated agreement is not made and on these goods there is current price, the party can impose indemnification requirement in the form of difference between the price established in the agreement and current price at the time of agreement cancelation.

Current price the price which was usually levied under comparable circumstances for similar goods in the place where transfer of goods shall be performed is recognized. If in this place there is no current price, the current price applied in other place which can serve as reasonable substitute, taking into account difference in expenses on transportation of goods can be used.

4. The satisfaction of the requirements provided by Items 1 - 3 these Articles, does not exempt the party which did not fulfill obligations from compensation of other losses caused to other party based on item 4 of article 9 of this Code.

§ 4. Contracting
Article 478. Agreement of contracting

1. Under the agreement of contracting the producer of agricultural products shall report grown up (made) it agricultural products to the supplier - to person conducting procurement of such products for conversion or sale.

2. Rules about the delivery agreement are applied to the relations under the agreement of contracting which are not settled by rules of this paragraph (Article 458 - the 477th of this Code).

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