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CIVIL CODE OF THE REPUBLIC OF TAJIKISTAN

of December 11, 1999

(as amended on 02-01-2019)

Part two

Section IV. Separate obligation types

Chapter 29.

1. General provisions about purchase and sale
Article 488. Purchase and sale agreement

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

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

3. 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.

4. Features of separate agreement types of purchase and sale (retail purchase sale, delivery of goods, delivery of goods for the state needs, contracting, power supply, property sale, sale of the company, etc.) are determined by this Code or other laws.

Article 489. Purchase and sale agreement form

The purchase and sale agreement of the real estate objects except for specified regarding 1 article 466 of this Code is subject to the notarial certificate.

The purchase and sale agreement of real estate objects is subject to state registration according to article 189 of this Code.

Article 490. The term of the contract about goods

1. Any things with observance of rules of Article of 141 of this Code can be goods according to the purchase and sale agreement.

2. The purchase and sale agreement can be signed on available goods and on goods which will be created in the future if other is not provided by this Code or the agreement.

Article 491. 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, etc.) provided by the law, other legal acts or the agreement relating to it.

Article 492. 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 335th of this Code.

2. The purchase and sale agreement is recognized concluded with condition about its execution to strictly certain term if clearly follows from the agreement that in case of violation of this 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 and if the buyer did not refuse agreement performance.

Article 493. The moment of discharge of duty of the seller to transfer goods

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

- deliveries of goods to the buyer and 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 made available to the buyer or person specified to them if it is accurately identified for the purposes of this agreement by marking, the notice sent to the buyer, 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 494. Obligation of the seller on preserving the sold property

When the property right (the right of economic maintaining or operational management) passes to the buyer before cession of property, the seller shall keep property 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 495. 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 the agreement of the parties or business customs.

3. 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 he did not report about it to the buyer.

Article 496. Obligation of the seller to warn about the third party rights to the sold property

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 purchase price or agreement cancelation of purchase and sale and indemnification, except for case when it is proved that the buyer knew or shall know about the third party rights.

2. The rules provided by part of 1 this Article respectively are 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 497. 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 on agreement performance of purchase and sale 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 498. 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, except for case when 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 on its restriction in case of reclamation of the acquired property at the buyer by the third parties is invalid.

Article 499. Consequences of refusal of the seller 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 of transfer of individual and certain thing the buyer has the right to impose on the seller requirements, stipulated in Article the 429th of this Code.

Article 500. 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 legislation or the agreement (part 2 Articles 491), 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 acceptance of goods if other is not provided by the agreement.

Article 501. 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 considered unconcluded.

Article 502. Consequences of violation of the term of the contract about 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 to give short quantity of goods, or to refuse the transferred goods and their payment and if they are paid, - to demand return of the sum of money paid for them with indemnification.

2. In case 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, provided by part 1 of article 520 of this Code. If 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.

Article 503. Range of goods

1. 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.

2. If the assortment in the purchase and sale agreement is not determined and in the agreement its procedure is not established, but follows from being of the obligation that goods shall be transferred to the buyer in the assortment, the seller 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 504. Consequences of violation of condition about range of goods

1. In case of 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 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 purchase and sale agreement, goods with breach of agreement about assortment, the buyer has the right at the choice: accept the goods corresponding to terms of the contract 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 assortment, the provided 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 already paid, to demand return of paid amount.

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 to 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 collected for similar goods.

6. Rules of this Article are applied if other unforeseen the purchase and sale agreement.

Article 505. 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 according to the procedure established by the law 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 in the procedure provided by the law can be transferred.

Article 506. Quality assurance

1. Goods which the seller shall report to the buyer shall conform to requirements, stipulated in Article the 505th of this Code, at the time of their transfer 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 505th of this Code, during the certain period of 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 507. Procedure for calculation of warranty period

1. The warranty period begins to flow with date of transmission of goods to the buyer (Article 492) 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 on condition of the notice of the seller on shortcomings of goods according to the procedure, stipulated in Clause the 519th 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. When replacing goods (component) the warranty period begins to flow anew.

Article 508. Goods expiration date

The term after which the goods are considered unsuitable for proper use (expiration date) can be determined by the law, other legal acts, mandatory requirements of state standards or other obligatory rules.

Article 509. 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 510. 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 state standards, by other regulations 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, established by part of 1 this Article, conditions 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 the legislation, 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 provide to the buyer according to its requirement proofs of implementation of quality check of goods.

4. Quality check of goods by the seller and buyer shall be made on their one of same conditions.

Article 511. 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. In case of inadequate quality of part of the goods which are included in the package (Article 474), the buyer has the right to perform the rights provided in parts 1 and 2 of this Article concerning these goods.

Article 512. 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 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 513. Terms of detection of shortcomings of the transferred goods

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

2. When on goods the warranty period or expiration date, requirements connected with 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 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 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.

If on components 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 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 more than 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. If shortcomings of goods are found by the buyer outside warranty period or expiration date 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 514. 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 515. 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 516. Consequences of transfer of incomplete goods

1. In case of transfer of incomplete goods (the Art. 515) 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 sum of money paid for them, and also indemnification.

3. The consequences provided by part of 1 this Article are applied and in case of violation by the seller of obligation to transfer to the buyer set of goods (Article 515) if other is not provided by the purchase and sale agreement and does not follow from being of the obligation.

Article 517. 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 - 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 meeting these mandatory requirements.

Article 518. Consequences of transfer of goods without container and (or) packagings or in inadequate container and (or) packaging

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 being of the obligation or nature of goods.

Instead of presentation to the seller of the specified requirements, the buyer has the right to impose to it also other requirements following from transfer of goods of inadequate quality (Article 511).

Article 519. 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, assortment, quality, completeness, container and (or) packaging of goods in time, stipulated by the legislation 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 by the buyer of the specified obligation, the seller has the right to refuse fully or partially satisfaction of relevant requirements of the buyer if proves that it entailed impossibility to meet its requirements 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 of purchase and sale, he has no right to refer to non-execution by the buyer of the obligation provided by part of 1 this Article.

Article 520. 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 agreement performance about purchase and sale.

2. In cases when the buyer in violation of the law or the purchase and sale agreement does not accept goods or refuses to accept him, the seller has the right to demand from the buyer to accept goods or to refuse agreement performance.

Article 521. Obligation of the buyer to pay the price

1. The buyer shall pay goods for the price determined according to rules of article 456 of this Code and also make at own expense actions which according to the legislation, 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 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 discharge of duty by transfer of goods.

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

Article 522. Payment of goods

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

2. If the purchase and sale 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 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 for use of others money (Articles 426).

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.

Article 523. Advance payment of goods

1. In cases when the purchase and sale 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 such term is not provided by the agreement, - in time determined according to article 335 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 353 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 (492) 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.

If other is not provided by the agreement, on advance payment amount percent according to day when 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.

4. The obligation of the seller can be provided by the agreement to pay percent on advance payment amount, since day of receipt of this amount from the buyer.

Article 524. Payment of the goods sold on credit

1. In cases when the purchase and sale agreement provides payment of goods through certain time after their transfer to the buyer (sales 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 335 of this Code.

2. In case of non-execution by the seller of obligation on transfer of goods rules, stipulated in Article 353 of this Code are applied.

3. In cases when the buyer who received goods does not fulfill the duties on their payment, the seller has the right to demand payment of the transferred goods or return of unpaid goods.

If other is not provided by the agreement, in cases when the buyer does not fulfill duty on payment of the transferred goods in the time established by the agreement, on the overdue amount percent according to article 426 of this Code, from the date of when goods be paid, about day of payment of goods by the buyer are subject to payment.

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

5. The sales of goods are on credit made at the prices operating on the date of sale. Subsequent change of the prices of the goods sold on credit does not involve recalculation if other is not provided by the law.

Article 525. Conclusion of the purchase and sale agreement on credit

The sales agreement of goods on credit 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.

Article 526. Goods insurance

1. If the purchase and sale agreement provides obligation of the seller or buyer to insure goods, but at the same time conditions of insurance and minimum amount on which the goods are insured are not determined, the amount of insurance indemnity provided by the insurance contract cannot be less than the price of goods.

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 527. Reservation of ownership right for the seller

1. If the purchase and sale agreement provides reservation of ownership right on goods for the seller before its payment or approach of other circumstances, the buyer has the right to sell, provide as a deposit or to dispose of different way only of that part of cost of goods on which it exceeds remaining balance of the price which is subject to payment to the seller. The buyer from the moment of goods receipt bears risk of his accidental death or damage, responsibility for its safety, repair and other rights and obligations of the owner.

If the law does not provide other, products, the fruits and other income gained by the buyer as a result of use of the received goods are pledge subject of ensuring execution by the buyer of its obligations to the seller of payment 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 to return it goods or to realize goods according to the procedure, provided for realization of subject of pledge. At the same time funds received from sales of goods are distributed according to the procedure, established by the law for realization of subject of pledge.

3. The seller is secured creditor concerning the buyer of the sold goods.

4. The buyer has the right to stop before sales of goods the address of collection on it, having fulfilled the obligation on payment of goods or that its part which execution is delayed. The agreement limiting it is right, insignificant.

2. Retail purchase and sale
Article 528. 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 which are usually intended for the personal, home or other use which is not connected with business activity.

2. The agreement of retail purchase and sale is public (Article 458).

Article 529. Public offer of goods

1. The goods offering containing all essential terms of the contract of retail purchase and sale specified in advertizing of goods, catalogs, and also other descriptions of goods turned to the uncertain group of people is recognized the public offer (part 2 Articles 469).

2. Exposure of goods, demonstration of their samples or provision 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.

Article 530. 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, legal acts and to requirements to its content and methods of provision which are usually imposed in retail trade.

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. If the buyer is not given opportunity without delay to obtain information on goods specified in parts 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 (part 4 Articles 477, 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.

Article 531. 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 immediate provision to the buyer of goods or return of the amount paid to them. In case of not execution of this obligation the buyer has the right to demand from the seller of compensation of the caused losses.

Article 532. Contract with condition on the goods delivery to the buyer

1. In cases when 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 place of transfer of goods by the buyer is not specified - to the residence of the citizen or the location of the legal entity who is the buyer.

2. The agreement of retail purchase and sale 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 stipulated by the legislation, the agreement or does not follow from being of the obligation.

Article 533. The contract with condition on acceptance by the buyer of goods in certain time

1. By the parties the contract of retail purchase and sale with condition on acceptance by the buyer of goods in the time determined by the agreement during which these 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 others 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 stipulated by the legislation or the agreement.

Article 534. Sales of goods on samples

1. By the parties the agreement of retail purchase and sale of goods on sample (the description, the catalog, etc.) can be signed.

2. If other is not stipulated by the legislation or the agreement, such 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 of retail purchase and sale on condition of compensation to the seller of the reasonable expenses connected with making of actions for agreement performance.

Article 535. 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 stipulated by the legislation or does not follow from being of the obligation.

2. In cases when the agreement of retail purchase and sale provides advance payment of goods (Article 416), the non-payment the buyer of goods is recognized at the scheduled time refusal of the buyer of the agreement 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 525 of this Code provided by the paragraph the second Item 3 are not subject to application of the rule.

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

Article 536. 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.

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 price paid for it.

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.

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.

Article 537. 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 demand at the choice:

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

immediate non-paid remedial action of goods;

expense recovery for remedial action of goods;

proportional reduction of purchase price.

The buyer has the right to require replacement technically of difficult or expensive goods in case of fundamental breach of requirements to its quality (h 2 Articles 511).

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

3. Instead of presentation of the requirements specified in parts 1 and 2 of this Article the buyer has the right to return goods of inadequate quality to the seller, to demand from it return of the sum of money paid for it, and also compensation of other losses.

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

Article 538. Compensation of difference in the price in case of measurement 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, 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 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 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 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 539. 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.

Article 540. Compensation of moral harm

The moral harm done to the consumer owing to violation by the seller of its rights are subject to compensation to causers of harm with his fault. The amount of indemnification is determined by court if other is not provided by legal acts.

3. Delivery agreement
Article 541. Delivery agreement

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

Article 542. 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, 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 less long term, in the agreement the procedure for coordination of these conditions by the parties 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 such procedure to prisoners respectively for one year or for the term for which terms of the contract are approved.

3. In case of the refusal or evasion of one of the parties of the long-term agreement of coordination of quantity of the goods which are subject to delivery or other terms of the contract on subsequent the period according to the procedure established by the agreement, other party has the right to take a legal action with the requirement about determination of delivery conditions of goods of the corresponding periods or about agreement cancelation.

Article 543. Conclusions of the delivery agreement

1. In case the offer of one party to sign the delivery agreement is sent in the form of the draft agreement to other party which, agree to sign the agreement on other conditions, no later than thirty days after receipt of the project constitutes the protocol of disagreements and returns it with the signed agreement, the party which received the protocol of disagreements shall take in 30-days time measures (in case of opportunity together with other party) to agreement negotiation.

2. The agreement is considered not taken place if during fixed term the party which received the draft agreement did not take measures to its conclusion.

Article 544. 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 as other does not follow from the legislation, 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.

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.

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