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CIVIL CODE OF THE RUSSIAN FEDERATION

(part two)

of January 26, 1996 No. 14-FZ

(as amended on 30-12-2020)

Section IV. Separate obligation types

Chapter 30. Purchase and sale

§ 1. General provisions about purchase and sale
Article 454. Purchase and sale agreement

1. According to the purchase and sale agreement one party (seller) shall transfer thing (goods) to the possession to other party (buyer), and the buyer shall accept these goods and pay for it certain sum of money (price).

2. To purchase and sale of securities and currency values of provision, provided by this paragraph, are applied if the law does not establish special rules of their purchase and sale.

3. In the cases provided by this Code or other law, features of purchase and sales of goods of separate types are determined by the laws and other legal acts.

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

5. Are applied to separate agreement types of purchase and sale (retail purchase and sale, delivery of goods, delivery of goods for the state needs, contracting, power supply, property sale, sale of the company) of provision provided by this paragraph if other is not provided by rules of this Code about these agreement types.

Article 455. The term of the contract about goods

1. Any things with observance of rules, stipulated in Article the 129th 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 the law or does not follow from nature of goods.

3. The term of the contract of purchase and sale about goods is considered approved if the agreement allows to determine the name and goods quantity.

Article 456. Obligations of the seller on transfer of goods

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

2. If other is not provided by the purchase and sale agreement, the seller shall report along with transfer of thing to the buyer of its accessory, and also the documents (technical data sheet, the quality certificate, the maintenance instruction, etc.) provided by the law, other legal acts or the agreement relating to it.

Article 457. 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 purchase and sale agreement and if the agreement does not allow to determine this term, according to rules, stipulated in Article the 314th 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 of its execution the buyer loses interest in the agreement.

The seller has the right to perform such agreement before approach or after the expiration of the term determined in it only with the consent of the buyer.

Article 458. 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:

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

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 459. 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 the law 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 such 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 460. 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 of purchase and sale 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 461. 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 purchase and sale 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 in case of reclamation of the acquired goods at the buyer by the third parties or about its restriction is invalid.

Article 462. Obligations of the buyer and the seller in case of presentation of the claim for withdrawal of goods

If the third party on the basis which arose before purchase and sale 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.

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.

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 463. 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 individual and certain thing the buyer has the right to impose on the seller requirements, stipulated in Article the 398th of this Code.

Article 464. Consequences of non-execution of obligation to transfer the accessories and documents relating to goods

If the seller does not report or refuses to report to the buyer the accessories or documents relating to goods which he shall give according to the law, by other legal acts or the purchase and sale agreement (Item 2 of Article 456), the buyer has the right to appoint to it reasonable time for their transfer.

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 goods if other is not provided by the agreement.

Article 465. Goods quantity

1. Goods quantity, subject to transfer to the buyer, is provided by the purchase and sale 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.

2. If the purchase and sale agreement does not allow to determine quantity of the goods which are subject to transfer, the agreement is not considered the prisoner.

Article 466. Consequences of violation of condition about goods quantity

1. If the seller transmitted to purchase and sale agreement breach 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 to give short quantity of goods, or to refuse the transferred goods and its payment and if the goods are paid, to demand return of the paid sum of money.

2. If the seller transferred to the buyer goods in the quantity exceeding specified in the purchase and sale agreement the buyer shall inform on it the seller according to the procedure, stipulated in Item 1 Articles 483 of this Code. In case in reasonable time after receipt of the message of the buyer the seller does not dispose of the corresponding part of goods, the buyer has the right if 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 purchase and sale agreement (Item 2 of this Article) in addition accepted 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 467. Range of goods

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

2. If the assortment in the purchase and sale agreement is not determined and in the agreement the procedure for its determination is not established, but follows from being of the obligation that goods shall be transferred to the buyer in the assortment, the seller has the right to transfer to the buyer goods in the assortment proceeding from needs of the buyer which were known to the seller at the time of the conclusion of the agreement, or to refuse agreement performance.

Article 468. Consequences of violation of condition about range of goods

1. By transfer by the seller of the goods provided by the purchase and sale 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 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 purchase and sale agreement, goods with violation of condition about assortment, the buyer has the right at the choice:

accept the goods corresponding to condition about assortment and refuse other goods;

refuse all transferred goods;

demand to replace the goods which are not corresponding to condition about assortment, goods in the assortment provided by the agreement;

accept all transferred goods.

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

4. The goods which are not corresponding to the term of the contract of purchase and sale about assortment are considered accepted if the buyer in reasonable 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 purchase and sale agreement, he shall pay them for the price approved with the seller. In case the seller does not take necessary measures for coordination of the price in reasonable 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 469. Goods quality

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

2. In case of absence about goods quality the seller shall transfer in the purchase and sale agreement of conditions 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 the law or in the procedure established by it provides mandatory requirements to quality of the sold goods, 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 provided by the law or in the procedure established by it can be transferred.

Article 470. Goods quality assurance

1. The goods which the seller shall report to the buyer shall conform to requirements, stipulated in Article the 469th of this Code, in date of transmission to the buyer if other moment of determination of compliance of goods to these requirements is not provided by the purchase and sale agreement, and within limits term shall be suitable for the purposes for which goods such are usually used.

2. In case the purchase and sale 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 the 469th of this Code, during the certain time established by the agreement (warranty period).

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

Article 471. Calculation of warranty period

1. The warranty period begins to flow with date of transmission of goods to the buyer (Article 457) if other is not provided by the purchase and sale 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 483 of this Code.

3. If other is not provided by the purchase and sale 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. On the goods (component) given by the seller instead of goods (component) in which during warranty period shortcomings were found (Article 476), is established warranty period of the same duration, as on replaced if other is not provided by the purchase and sale agreement.

Article 472. Goods expiration date

1. By the law or the obligation can be provided in the procedure established by it to determine the term after which the goods are considered unsuitable for proper use (expiration date).

2. Goods on which validity fixed term, the seller shall report to the buyer so that it could be used for designated purpose till the expiry date if other is not provided by the agreement.

Article 473. 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 474. Quality check of goods

1. Quality check of goods can be provided by the law, other legal acts, mandatory requirements established in accordance with the legislation of the Russian Federation about technical regulation or the purchase and sale agreement.

The procedure for test of goods quality is established by the law, other legal acts, mandatory requirements established in accordance with the legislation of the Russian Federation about technical regulation or the agreement. In cases when the procedure for test is established by the law, other legal acts, mandatory requirements established in accordance with the legislation of the Russian Federation about technical regulation the goods quality procedure for test determined by the agreement shall conform to these requirements.

2. If the procedure for test of goods quality is not established according to Item 1 of this Article, then quality check of goods is made according to business customs or other usually applied conditions of check of the goods which are subject to transfer according to the purchase and sale agreement.

3. If the law, other legal acts, mandatory requirements established in accordance with the legislation of the Russian Federation about technical regulation, or the purchase and sale agreement provide obligation of the seller to check goods quality, transferred to the buyer (testing, the analysis, survey, etc.), the seller shall provide to the buyer of the proof of implementation of quality check of goods.

4. The procedure, and also other conditions of the quality check of goods made both the seller, and the buyer, shall be same.

Article 475. 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:

proportional reduction of purchase price;

non-paid remedial action of goods in reasonable time;

compensations of the expenses on remedial action of goods.

2. In case of fundamental breach of quality requirements of goods (detection of ineradicable shortcomings, shortcomings which cannot be eliminated without disproportionate expenses or costs of time either come to light repeatedly, or are shown after their elimination, and other similar shortcomings again) the buyer has the right at the choice:

refuse agreement performance of purchase and sale and demand return of the sum of money paid for goods;

demand replacement of goods of inadequate quality with the goods corresponding to the agreement.

3. The requirements about remedial action or about replacement of goods specified in Items 1 and 2 of this Article can be shown by the buyer if other does not follow from nature of goods or being of the obligation.

4. In case of inadequate quality of part of the goods which are included in the package (Article 479), the buyer has the right to perform concerning this part of goods of the right, provided by Items 1 and 2 of this Article.

5. The rules provided by this Article are applied if this Code or other law does not establish other.

Article 476. Goods shortcomings for which the seller is responsible

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

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 its transfer to the buyer owing to violation by the buyer of instructions for use goods of either its storage, or actions of the third parties, or force majeure.

Article 477. Terms of detection of shortcomings of the transferred goods

1. If other is not established by the law or the purchase and sale 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 or within longer term when such term is established by the law or the purchase and sale agreement. Term for identification of shortcomings of the goods which are subject to transportation or sending by mail is estimated from the date of the goods delivery to 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 during warranty period.

In case on the component in the purchase and sale agreement the warranty period of smaller duration, than on the main product is established, the buyer has the right to impose requirements connected with 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 connected with 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 connected with 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 478. Completeness of goods

1. The seller shall report to the buyer the goods corresponding to terms of the contract of purchase and sale about completeness.

2. In case the purchase and sale 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 479. Set of goods

1. If the purchase and sale 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 purchase and sale 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 480. Consequences of transfer of incomplete goods

1. In case of transfer of incomplete goods (Article 478) the buyer has the right to demand at the choice from the seller:

proportional reduction of purchase price;

fitting of goods in reasonable time.

2. If the seller in reasonable time did not fulfill the requirement of the buyer about fitting of goods, the buyer has the right at the choice:

demand replacement of incomplete goods by complete;

refuse agreement performance of purchase and sale and demand return of the paid sum of money.

3. The consequences provided by Items 1 and 2 of this Article are applied and in case of violation by the seller of obligation to transfer to the buyer set of goods (Article 479) if other is not provided by the purchase and sale agreement and does not follow from being of the obligation.

Article 481. Container and packaging

1. If other is not provided by the purchase and sale agreement and does not follow from being of the obligation, the seller shall transfer to the buyer goods in container and (or) packaging, except for goods which in character do not require packaging and (or) packaging.

2. If the purchase and sale 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 by 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 law, then the seller performing business activity shall transfer to the buyer goods in the container and (or) packaging conforming to these mandatory requirements.

Article 482. Consequences of transfer of goods without container and (or) packagings or in inadequate container and (or) packaging

1. In cases when 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. In cases, stipulated in Item 1 this Article, the buyer to the seller of the requirements specified in this Item having the right to impose instead of presentation to it requirements following from transfer of goods of inadequate quality (Article 475).

Article 483. Notice of the seller on improper execution of the purchase and sale agreement

1. The buyer shall inform the seller on purchase and sale breach of agreement about quantity, about assortment, about quality, completeness, container and (or) about packaging of goods in time, provided by the law, other legal acts or the agreement and if such 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 of the rule, stipulated in Item 1 this Article, the seller has the right to refuse fully or partially satisfaction of requirements of the buyer about transfer of short quantity of goods to it, replacement of the goods which are not corresponding to terms of the contract of purchase and sale about quality or about assortment about remedial action of goods, about fitting of goods or about replacement of incomplete goods complete, about packaging and (or) about packaging of goods or about replacement of inadequate container and (or) packaging of goods if proves that failure to carry out of this rule by the buyer entailed impossibility to meet its requirements or attracts for the seller incommensurable expenses in comparison with those which it would incur if it was timely informed on agreement breach.

3. If the seller knew or shall know that the goods transferred to the buyer do not correspond to terms of the contract of purchase and sale, he has no right to refer to the provisions provided by Items 1 and 2 of this Article.

Article 484. Obligation of the buyer to accept goods

1. The buyer shall accept the goods transferred to him, except as specified, when he has the right to demand replacement of goods or to refuse purchase and sale agreement performance.

2. If other is not provided by the law, other legal acts or the purchase and sale 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 violation of the law, other legal acts or the purchase and sale agreement does not accept goods or refuses to accept it, the seller has the right to demand from the buyer to accept goods or to refuse agreement performance.

Article 485. Goods price

1. The buyer shall pay goods for the price provided by the purchase and sale agreement or if it is not provided by the agreement and cannot be determined proceeding from its conditions, by the price determined according to Item 3 of Article 424 of this Code and also to make at own expense actions which according to the law, other legal acts, the agreement or usually qualifying standards are necessary 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 purchase and sale agreement.

3. If the purchase and sale agreement provides that the price of goods is subject to change depending on the indicators causing the goods price (cost, costs, etc.), but at the same time the price review method is not determined, the price is determined proceeding from ratio of these indicators at the time of the conclusion of the agreement and at the time of transfer goods. In case of delay by the seller of discharge of duty to transfer goods the price is determined proceeding from ratio of these indicators at the time of the conclusion of the agreement and at the time of transfer goods, provided by the agreement and if it is not provided by the agreement, for the moment determined according to article 314 of this Code.

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

Article 486. Payment of goods

1. The buyer shall pay goods directly to or after transfer to it by the seller of goods if other is not provided by this Code, other law, other legal acts or the purchase and sale agreement and does not follow from being of the obligation.

2. If the purchase and sale agreement does not provide payment by installments of payment of goods, the buyer shall pay to the seller the price of the transferred goods completely.

3. If the buyer timely does not pay the goods transferred according to the purchase and sale agreement, the seller has the right to demand payment of goods and interest payment according to article 395 of this Code.

4. If the buyer in agreement breach of purchase and sale 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 purchase and sale agreement report to the buyer not only goods which are not paid by the buyer, but also other goods, the seller has the right to suspend transfer of these goods before complete payment of all earlier transferred goods if other is not provided by the law, other legal acts or the agreement.

Article 487. Advance payment of goods

1. In cases when the purchase and sale agreement provides obligation of the buyer to pay goods 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 such term is not provided by the agreement, in time, determined according to article 314 of this Code.

2. In case of non-execution by the buyer of obligation it is preliminary to pay goods rules, stipulated in Article the 328th of this Code are applied.

3. In case the seller who received advance payment amount does not fulfill duty on transfer of goods at the scheduled time (Article 457), 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 law or the purchase and sale agreement, on advance payment amount percent according to article 395 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 are subject to payment. The obligation of the seller can be provided by the agreement to pay percent on advance payment amount from the date of receipt of this amount from the buyer.

Article 488. Payment of the goods sold on credit

1. In case the purchase and sale 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 such term is not provided by the agreement, in time, determined according to article 314 of this Code.

2. In case of non-execution by the seller of obligation on transfer of goods rules, stipulated in Article the 328th of this Code are applied.

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

4. In case the buyer does not fulfill duty on payment of the transferred goods in the time established by the agreement and other is not provided by this Code or the purchase and sale agreement, on the overdue amount percent according to article 395 of this Code from the date of when the goods be paid for the agreement, about day of payment of goods by the buyer are subject to payment.

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

5. If other is not provided by the purchase and sale agreement, after the date of transmission of goods to the buyer and before its payment the goods sold on credit are recognized the buyer of its obligation who is in pledge at the seller for ensuring execution on payment of goods.

Article 489. Payment of goods by installments

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

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 goods 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 and transferred to it in the term established by the agreement, the seller has the right if other is not provided by the agreement, 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.

3. The rules provided by Items 2, of the 4 and 5 article 488 of this Code are applied to the sales agreement of goods on credit with condition about payment by installments of payment.

Article 490. Goods insurance

The obligation of the seller or buyer can be provided by the purchase and sale agreement to insure goods.

In case 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 491. Reservation of ownership right for the seller

In cases when the purchase and sale 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 the law or the agreement or do not follow from appointment and properties of goods.

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 to return it goods if other is not provided by the agreement.

§ 2. Retail purchase and sale
Article 492. Agreement of retail purchase and sale

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

2. The agreement of retail purchase and sale is the public agreement (Article 426).

3. Under the contract of retail purchase and sale with the participation of the buyer citizen which is not settled by this Code the marine life protection acts of the rights of consumers and other legal acts adopted according to them are applied to the relations.

Article 493. Form of the agreement of retail purchase and sale

If other is not provided by the law or the agreement of retail purchase and sale, including conditions of forms or other standard forms which the buyer joins (Article 428), 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, the electronic or other document confirming payment of goods. 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 494. Public offer of goods

1. Goods offering in its advertizing, catalogs and descriptions of the goods turned to the uncertain group of people, is recognized the public offer (Item 2 of Article 437) if it contains all essential terms of the contract of retail purchase and sale.

2. Exposure in the place of sale (on counters, in show-windows, etc.) goods, demonstration of their samples or provision of data on the sold goods (descriptions, catalogs, pictures of goods, etc.) or in Internet network is recognized the place of their sale the public offer irrespective of whether the price and other essential terms of the contract of retail purchase and sale, except for case when the seller obviously determined that the corresponding goods are not held for sale are specified.

Article 495. Provision to the buyer of information on goods

1. The seller shall provide to the buyer the necessary and reliable information about the goods offered to sale corresponding the established law, other legal acts and to requirements to content and methods of provision of such information which are usually imposed in retail trade.

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

3. If the buyer is not given opportunity without delay to obtain information on goods specified in Items 1 and 2 of this Article in the place of sale he has the right to demand from the seller of indemnification, caused by unreasonable evasion from the conclusion of the agreement of retail purchase and sale (item 4 of Article 445) and if the agreement is signed, in reasonable time to refuse agreement performance, to demand return of the amount paid for goods and compensations of other losses.

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

Article 496. Sale of goods with condition about its acceptance by the buyer in certain time

The agreement of retail purchase and sale can be signed with condition about acceptance by the buyer of goods in the time determined by the agreement during which these goods cannot be sold to other buyer.

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.

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 the law, other legal acts or the agreement.

Article 497. Sale of goods on samples and remote method of sale of goods

1. The agreement of retail purchase and sale can be signed based on acquaintance of the buyer with the goods sample offered by the seller and exposed in the place of sales of goods (sale of goods on samples).

2. The agreement of retail purchase and sale can be signed based on acquaintance of the buyer with the description of goods offered by the seller by means of catalogs, prospectuses, booklets, pictures, means of communication (television, post, radio communications and others) or the different ways excluding possibility of direct acquaintance of the consumer with goods or sample of goods in case of the conclusion of such agreement (remote method of sale of goods).

3. If other is not provided by the law, other legal acts or the agreement, the agreement of retail purchase and sale of goods on samples or the agreement of retail purchase and sale signed by remote method of sale of goods is considered fulfilled from the moment of the goods delivery to the place specified in such agreement and if the place of transfer of goods is not determined by such agreement, from the moment of the goods delivery at the place of residence of the buyer citizen or the location of the buyer - the legal entity.

4. If other is not provided by the law, before transfer of goods the buyer has the right to refuse execution of any agreement of retail purchase and sale specified in Item 3 of this Article on condition of compensation to the seller of the necessary expenses incurred in connection with making of actions for agreement performance.

Article 498. Sales of goods with use of automatic machines

1. In cases when the sales of goods are made with use of automatic machines, the owner of automatic machines shall bring to buyers information on 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 contract of retail purchase and sale with use of automatic machines 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 without delay upon the demand of the buyer to the buyer goods or return the amount paid to them.

4. In cases when the automatic machine is used for exchange of money, acquisition of signs of payment or currency exchange, rules about retail purchase and sale are applied if other does not follow from being of the obligation.

Article 499. Sale of goods with condition about its delivery to the buyer

1. In case the agreement of retail purchase and sale 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 and if the goods delivery location is not specified by the buyer, to the residence of the citizen or the location of the legal entity which are buyers.

2. The agreement of retail purchase and sale is considered fulfilled 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 the law, other legal acts or the agreement or does not follow from being of the obligation.

3. In case the agreement does not determine delivery time of goods for delivery to his buyer, the goods shall be delivered in reasonable time after receipt of the requirement of the buyer.

Article 500. 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 of retail purchase and sale if other is not provided by the law, other legal acts or does not follow from being of the obligation.

2. In case the agreement of retail purchase and sale provides advance payment of goods (Article 487), the non-payment the buyer of goods in the time established by the agreement is recognized 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 488 of this Code provided by paragraph one of item 4 are not subject to application of the rule.

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

Article 501. Agreement of hiring sale

The agreement can provide that before transition of the ownership to goods to the buyer (Article 491) the buyer is employer (lessee) transferred to it goods (the agreement of hiring sale).

If other is not provided by the agreement, the buyer becomes the owner of goods from the moment of payment of goods.

Article 502. Exchange of goods

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 and other places announced by the seller for similar goods of others of the size, form, dimension, style, coloring or picking, having made in case of difference in the price necessary recalculation with the seller.

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.

The requirement of the buyer about exchange or about 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.

2. 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 law or other legal acts.

Article 503. 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, at the choice has the right to demand:

replacements of poor-quality goods with goods of proper quality;

proportional reduction of purchase price;

immediate non-paid remedial action of goods;

expense recovery for remedial action of goods.

2. In case of detection of shortcomings of goods which properties do not allow to eliminate them (food products, goods of household chemicals and so forth) the buyer at the choice has the right to demand replacement of such goods with goods of proper quality or proportional reduction of purchase price.

3. Concerning technically difficult goods the buyer has the right to demand its replacement or to refuse agreement performance of retail purchase and sale and to demand return of the amount paid for goods in case of fundamental breach of requirements to its quality (Item 2 of Article 475).

4. Instead of presentation of the requirements specified in Items 1 and 2 of this Article the buyer has the right to refuse agreement performance of retail purchase and sale and to demand return of the amount paid for goods.

5. In case of refusal of agreement performance of retail purchase and sale with the requirement of return of the amount paid for goods the buyer upon the demand of the seller and at his expense shall return the received goods of inadequate quality.

In case of return to the buyer of the amount 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 by it of trade dress or similar circumstances went down.

6. The rules provided by this Article are applied if the marine life protection acts of the rights of consumers do not establish other.

Article 504. 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 poor-quality goods by the goods of proper quality corresponding to the agreement of retail purchase and sale 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 poor-quality goods on similar, but other by the size, style, grade or other signs 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, the price of the replaced goods and the price of the goods transferred instead of it 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 of goods the goods price at the time of submission of demand about writedown 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 is taken into consideration.

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

Article 505. 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 of goods
Article 506. Delivery agreement

Under the delivery agreement the supplier - the seller performing business activity 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 507. 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 established by the law or 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 the offer 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 508. Periods of delivery of goods

1. In case the parties provide delivery of goods during the term of the agreement of delivery 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 the law, other legal acts, being of the obligation or business customs.

2. Along with determination of the periods of delivery in the delivery 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.

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 509. Procedure for delivery of goods

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

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

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

3. Non-presentation by the buyer of the shipping order grants at the scheduled time to the supplier the right or to refuse delivery agreement performance, or to demand from the buyer of payment of goods. Besides, the supplier has the right to demand indemnification, caused in connection with non-presentation of the shipping order.

Article 510. Goods delivery

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

In cases when 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 if other does not follow from the law, other legal acts, being of the obligation or business customs.

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

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.

Article 511. Completion of underdelivery of goods

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

2. In case goods are shipped by the supplier to several receivers specified in the delivery agreement or 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 if other is not provided in the agreement.

3. 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 delivery agreement. Goods delivered before receipt of the notification by the supplier, the buyer shall accept and pay.

Article 512. 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 such agreement the supplier shall fill the undersupplied goods quantity in the assortment established for that period in which the underdelivery is allowed.

2. Delivery of goods of one name in bigger quantity, than it is provided by the delivery 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 such delivery is made from the prior written consent of the buyer.

Article 513. 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 the law, other 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 the law, other legal acts, the agreement or business customs, and on 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 compliance of goods 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 laws and other legal acts regulating activities of transport.

Article 514. Safe custody of the goods which are not accepted by the buyer

1. When the buyer (receiver) according to the law, other 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 in connection with acceptance of goods for safe custody, sales of goods or its return to the seller are subject to compensation by the supplier.

At the same time obtained from sales of goods it is transferred to the supplier less due to the buyer.

4. In cases when the buyer without established by the law, other 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.

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