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CIVIL CODE OF THE REPUBLIC OF UZBEKISTAN

The part two is approved by the Law of the Republic of Uzbekistan No. 256-I of August 29, 1996

(as amended on 20-08-2021)

Part two

Subsection 3. Separate obligation types

Chapter 29. Purchase and sale

1. General provisions about purchase and sale
Article 386. Purchase and sale agreement

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

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.

In the cases provided by this Code or other law, features of purchase and sale of separate types of goods are determined by the legislation.

The purchase and sale agreement of the automotor-vehicles which are subject in the procedure established by the legislation to state registration shall be notarially certified, except as specified, established by the Government of the Republic of Uzbekistan.

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.

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

Article 387. The term of the contract about goods

Any things with observance of rules of Article 82 of this Code can be goods according to the purchase and sale agreement.

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.

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 388. Obligations of the seller on transfer of goods

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

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

Article 389. Completion date of obligation to transfer goods

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 242 of this Code.

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.

Article 390. The moment of discharge of duty of the seller to transfer goods

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 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.

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 other is not provided by the agreement.

Article 391. Obligation of the seller on preserving the sold property

When the property right or other corporeal right 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 392. Transition of risk of accidental death or accidental damage of goods

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.

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 agreement if other is not provided by the agreement of the parties.

The term of the contract of purchase and sale 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 393. Obligation of the seller to transfer goods free from the third party rights

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 of this rule 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 to these goods.

The rules provided by 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 394. 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 395. Responsibility of the seller in case of withdrawal of goods at the buyer

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.

The agreement of the parties on release of the seller from responsibility or on its restriction in case of reclamation of the acquired goods at the buyer by the third parties is invalid.

Article 396. Consequences of refusal of the seller to transfer goods

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

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 331 of this Code.

Article 397. 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 purchase and sale agreement (part two of article 388 of this Code), 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 purchase and sale agreement.

Article 398. Goods quantity

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.

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 399. Consequences of violation of the term of the contract about goods quantity

If the seller transmitted to breach of agreement of purchase and sale 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 it is paid, - to demand return of the paid sum of money.

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 one of article 416 of this Code. If in reasonable time after receipt of the message of the buyer the seller does not dispose of the corresponding goods, the buyer has the right if other is not provided by the agreement, to accept all goods.

In case of acceptance by the buyer of goods in the quantity exceeding specified in the purchase and sale agreement the corresponding goods are paid for the price established by the agreement if other price is not determined by the agreement of the parties.

Article 400. Range of goods

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

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 401. Consequences of violation of the term of the contract about the range of goods

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.

If the seller reported to the buyer along with goods which range corresponds to the purchase and sale agreement, goods with violation of conditions 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 terms of the contract about assortment, goods in the assortment provided by the agreement;

accept all transferred goods.

In case of refusal of goods which range does not correspond to terms of the contract of purchase and sale, or submission of demand about replacement of the goods which are not corresponding to conditions 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.

The goods which are not corresponding to terms of the contract 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.

If the buyer did not refuse goods which range does not correspond to the agreement, he shall pay them for the price, approved with the seller. In case the seller does not take necessary measures 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.

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

Article 402. Goods quality

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

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 intended purposes.

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.

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.

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 403. Goods quality assurance

The goods which the seller shall transfer to the buyer shall conform to requirements, stipulated in Article 402 of this Code, at the time of its transfer to the buyer if other moment of determination of compliance of goods to these requirements is not provided by the purchase and sale agreement, and within limits term shall be suitable for the intended purposes.

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 402 of this Code, during the time established by the agreement (warranty period).

The quality assurance of goods extends also to all components if other is not provided by the purchase and sale agreement.

Article 404. Calculation of warranty period of goods

The warranty period begins to flow with date of transmission of goods to the buyer if other is not provided by the purchase and sale agreement.

If the buyer is deprived of opportunity to use goods concerning which the purchase and sale 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 purchase and sale agreement, the warranty period is prolonged for time during which the goods could not be used because of the shortcomings found in it, on condition of the notice of the seller on goods shortcomings according to the procedure, stipulated in Clause the 416th of this Code.

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.

When replacing goods (component) the warranty period begins to flow anew.

Article 405. Goods expiration date

The legislation, including state standards, the period of time after which the goods are considered unsuitable for proper use (expiration date) can be determined.

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.

Article 406. 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 407. Quality check of goods

If the legislation or the purchase and sale 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.

If according to the procedure, established by parts one and the second 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 according to the purchase and sale agreement.

If the legislation, including state standards 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 according to its requirement proofs of implementation of quality check of goods.

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

Article 408. Consequences of transfer of goods of inadequate quality

If shortcomings of goods were not stipulated by the seller, the buyer to whom the goods of inadequate quality are transferred acquires the rights, stipulated in Article 434 of this Code.

In case of inadequate quality of the part of goods which is included in the package, the buyer has the right to perform concerning these goods the rights, stipulated in Article 434 of this Code.

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

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

Article 409. Goods shortcomings for which the seller is responsible

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.

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 or its storage or actions of the third parties or force majeure.

Article 410. Terms of detection of shortcomings of the transferred goods

If other is not provided 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.

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 other 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 communication by the organization is estimated from the date of goods receipt in the place of its appointment.

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 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 about component shortcomings in case of their detection during warranty period for the main product.

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

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.

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 411. Completeness of goods

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

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 412. Set of goods

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.

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 413. Consequences of transfer of incomplete goods

In case of transfer of incomplete goods the buyer has the right to demand at the choice from the seller:

proportional reduction of purchase price;

fitting of goods in reasonable time.

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 it, and also indemnification.

The consequences provided by parts one and the second this Article are applied and in case of violation by the seller of obligation to transfer to the buyer set of goods if other is not provided by the purchase and sale agreement and does not follow from being of the obligation.

Article 414. Container and packaging

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.

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.

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

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 purchase and sale agreement, 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 requirements following from transfer of goods of inadequate quality, stipulated in Article 434 of this Code.

Article 416. Notice of the seller on improper execution of the purchase and sale agreement

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.

In case of failure to carry out by the buyer of this Article of obligation specified in part one, 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 purchase and sale breach of agreement.

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 one of this Article.

Article 417. Obligation of the buyer to accept goods

The buyer shall accept the goods given it by the seller, except as specified, when he has the right to demand replacement of goods or to refuse purchase and sale agreement performance.

If other is not stipulated by the legislation 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.

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

Article 418. Goods price

The buyer shall pay goods for the price determined according to article 356 of this Code and also make at own expense actions which according to the legislation, are necessary for the purchase and sale agreement or usually qualifying standards for payment implementation.

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.

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 the agreement does not provide date of transmission of goods, for the moment determined according to Article 242 of this Code.

The rules provided by part three of this Article are applied if other is not established by the legislation or the purchase and sale agreement, and does not follow from being of the obligation.

Article 419. Payment of goods

If the obligation does not follow from the legislation or terms of the contract of purchase and sale 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.

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

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.

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.

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

Article 420. Advance payment of goods

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 242 of this Code.

In case of non-execution by the buyer of the obligation provided by the purchase and sale agreement it is preliminary to pay goods rules, stipulated in Article the 256th of this Code are applied.

In case the seller who received advance payment amount does not fulfill duty on transfer of goods, 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.

In case the seller does not fulfill duty on transfer of prepaid goods and other is not provided by the agreement of purchase - sales, on advance payment amount percent according to article 327 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 421. Payment of the goods sold on credit

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 242 of this Code.

In case of non-execution by the seller of obligation on transfer of goods rules, stipulated in Article the 256th of this Code are applied.

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.

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 327 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 purchase and sale agreement to pay percent on the amount corresponding to the goods price since day of transfer of goods by the seller.

Sale of goods is on credit made at the prices operating on the date of sale if other is not stipulated by the legislation or the agreement.

After the date of transmission of goods to the buyer and before its complete 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 422. Payment of goods by installments

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

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 to refuse agreement performance and to turn collection on goods according to the procedure, provided for collection of subject of pledge.

In the case provided by the sales agreement of goods on credit the buyer has the right to provide the paid part of share of the received goods as ensuring obligation fulfillment.

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 to refuse agreement performance and to demand return of the sold goods, except as specified, when the payment amount, received from the buyer, exceeds two thirds of the price of goods if other is not provided by the agreement.

Article 423. Goods insurance

If the 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, the amount of insurance indemnity provided by the insurance contract are not determined, there cannot be less than the price of goods.

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 424. 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 purchase and sale 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 425. Agreement of retail purchase and sale

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

The agreement of retail purchase and sale is public.

Article 426. Public offer of goods

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 two of article 369 of this Code).

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, except for case when the seller obviously determined that the corresponding goods are not held for sale are specified.

Article 427. Provision to the buyer of information on goods

The seller shall provide to the buyer the necessary and reliable information about the goods offered to sale corresponding the established legislation or to requirements to content and methods of provision of such information which are usually imposed in retail trade.

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.

If the buyer is not given opportunity without delay to obtain information on goods specified in parts one and the second 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 and if the agreement is signed, - in reasonable time to refuse agreement performance, to demand return of the amount paid for goods and indemnification.

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

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.

If other is not provided by the agreement of retail purchase and sale, 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 of retail purchase and sale join in the goods price if other is not stipulated by the legislation or the agreement.

Article 429. Sale of goods on sample

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

Agreement performance of sale of goods on sample is performed according to rules of Article of 431 of this Code.

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 necessary expenses incurred in connection with making of actions for agreement performance.

Article 430. Sale of goods with use of the automatic machine

In cases when sale of goods is made with use of the automatic machine, the owner of the automatic machine shall bring to the buyer information on the seller of goods by the room on the automatic machine or provisions to the buyer 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.

The contract of retail purchase and sale with use of the automatic machine is considered the buyer of the actions necessary for goods receipt imprisoned from the moment of making.

If the paid goods are not provided to the buyer, the seller shall provide immediate provision to the buyer of goods or return the amount paid to them. In case of non-execution of this obligation the buyer has the right to demand from the seller of compensation of the caused losses.

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

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 goods delivery location is not specified by the buyer, - to the residence of the citizen or the location of the legal entity who is the buyer.

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.

In cases when the agreement of retail purchase and sale 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 432. Price and payment of goods

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.

The non-payment the buyer of goods in the time established by the agreement is recognized cases when the agreement of retail purchase and sale provides advance payment of goods, refusal of the buyer of agreement performance if other is not provided by the agreement of the parties.

To agreements of retail purchase and sale of goods on credit, including with payment term the buyer of goods by installments, are not subject to application of the rule, provided by parts four and the fifth Article of 421 of this Code.

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

Article 433. Exchange of goods of proper quality

The buyer has the right within ten days after the date of transmission to him nonfood goods if longer term is not announced by the seller to exchange the purchased goods of proper quality 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 sum of money 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.

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

Article 434. The rights of the buyer in case of sale of goods of inadequate quality to it

The buyer to whom the goods of inadequate quality are sold if its shortcomings were not stipulated in case of the conclusion of the agreement, has the right to demand at the choice:

replacements by goods of proper quality of similar brand (model, article);

replacements by the same goods of other brand (model, the article) with the corresponding recalculation of purchase price;

non-paid remedial action of goods or expense recovery for correction of shortcomings by the buyer or third party;

proportional reduction of purchase price;

agreement cancelation with compensation of the suffered losses.

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

Article 435. Compensation of difference in the price during the replacing of goods, reduction of purchase price and return of goods of inadequate quality

When replacing goods of inadequate quality by the corresponding goods of proper quality the seller has no right to require compensation of difference between the price of goods established by the agreement of retail purchase and sale, 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.

When replacing goods of inadequate quality 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, these prices are determined at the time of pronouncement by court of the decision on replacement of goods.

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.

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 436. Responsibility of the seller and obligation fulfillment in nature

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

3. Delivery
Article 437. Delivery agreement

Under the delivery agreement the supplier-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, and the buyer shall accept goods and pay them.

Article 438. Duration of the agreement of delivery

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 delivery agreement the term of its action is not determined, the agreement is recognized to prisoners for one year.

If in the long-term agreement the quantity of the goods which are subject to delivery or other terms of the contract are determined for year or for more long term, in the agreement the procedure for coordination 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.

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 periods 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 439. Settlement of disagreements in case of the conclusion of the delivery agreement

In case the offer of one party to sign the delivery agreement of goods 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 or in writing to notify other party on refusal of its conclusion.

The party which received the protocol of disagreements under the terms of the delivery agreement, but did not take measures to agreement negotiation and did not notify other party on refusal of the conclusion of the agreement in time established by part one of this Article shall pay the damages caused by evasion from agreement negotiation.

Article 440. Delivery periods

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 on months as other does not follow from the legislation, being of the obligation or business customs.

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

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 441. Procedure for delivery of goods

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

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

Contents of the shipping order and term of its direction by the buyer to the supplier are determined by the delivery 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.

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 failure to provide the shipping order.

Article 442. Goods delivery

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

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

Article 443. Completion of underdelivery of goods

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.

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

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

Article 444. Refusal of acceptance of goods which delivery is delayed

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

Article 445. Range of goods in case of completion of underdelivery

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.

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 446. Acceptance of goods by the buyer

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

The goods accepted by the buyer (receiver) shall them be inspected in time, determined by the legislation, the contract of delivery 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 legislation, the contract of delivery or business customs, and on the revealed discrepancies or shortcomings of goods without delay in writing to notify the supplier.

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 statutory rules.

Article 447. Safe custody of the goods which are not accepted by the buyer

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

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.

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 the sum of money realized from sales of goods is transferred to the supplier less due to the buyer.

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

Article 448. Selection of goods

If the delivery agreement provides selection of goods by the buyer (receiver) in the location of the supplier, the buyer (receiver) shall inspect the goods transferred to it in the place of their transfer. In case of detection of discrepancy of goods to the agreement he has the right to refuse their obtaining.

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

Article 449. Calculations for the delivered goods

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

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

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

Article 450. Return of container and packaging

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

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

Article 451. Consequences of delivery of goods of inadequate quality

The buyer (receiver) to whom goods of inadequate quality are delivered has the right to impose on the supplier requirements, stipulated in Article 434 of this Code, except for case when the supplier who received the notification of the buyer on shortcomings of the delivered goods immediately replaces the delivered goods with goods of proper quality.

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

Article 452. Consequences of delivery of incomplete goods

The buyer (receiver) to whom goods with breach of agreement of delivery, requirements of the legislation or usually qualifying standards to the completeness having the right to impose on the supplier requirements stipulated in Article the 413th of this Code are delivered except for of case when the supplier who received the notification of the buyer on shortage of the delivered goods immediately understaffs goods or will replace them with complete goods.

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

Article 453. The rights of the buyer in case of underdelivery of goods, failure to meet requirements about remedial action of goods or about fitting of goods

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

Calculation of expenses of the buyer for purchase of goods at other persons in cases of their underdelivery by the supplier or failures to meet requirements of the buyer about remedial action of goods or about fitting of goods is made by the rules provided by part one of article 456 of this Code.

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

Article 454. Penalty for goods underdelivery

The penalty established by the law or the agreement for underdelivery or delay of delivery of goods is collected from the supplier before the actual obligation fulfillment within the duration of the agreement if other procedure for penalty is not established by the law or the agreement.

Article 455. Unilateral refusal from delivery agreement performance

The unilateral refusal from agreement performance of delivery is (fully or partially) allowed in case of fundamental breach of the agreement of one of the parties.

Agreement breach of delivery by the supplier can be acknowledged essential in cases:

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

numerous violation of delivery dates of goods.

Agreement breach of delivery by the buyer can be acknowledged essential in cases:

numerous violation of payment due dates of goods;

numerous failure to take goods.

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

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

Article 456. Calculation of losses in case of agreement cancelation

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

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

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

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

The satisfaction of the requirements provided by this Article does not exempt the party which did not fulfill or is inadequate fulfilled the obligation, from compensation of other losses caused to other party based on article 14 of this Code.

4. The public contract on delivery of goods
Article 457. Delivery of goods for the state needs

Delivery of goods for the state needs is performed on the basis of the public contract on delivery of goods for the state needs, and also the delivery agreements of goods for the state needs signed according to it. The state needs the financings provided at the expense of means of the government budget and non-budgetary sources are recognized determined in the procedure for need of the Republic of Uzbekistan established by the legislation.

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