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Law of the Republic of Kazakhstan the Civil Code of the Republic of as amended by: 1) Law No. 846 of 29th November 1999 of the Republic of Kazakhstan. Concerning the Introduction of Amendments to the Civil Code of the Republic of Kazakhstan (Special Part). (Articles: 747; 751; 760). Effective from the date of publication (30th November 1999); 2) Law No. 42 of 29th March 2000 of the Republic of Kazakhstan "Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan Concerning Issues of Banking Secrecy" (Articles: 599, 740, 741, 742, 746 replaced, 765). Effective from the date of publication (1st April 2000); 3) Law No. 75 of 5th July 2000 of the Republic of Kazakhstan. Concerning the Introduction of An Amendment and Additions to Certain Legislative Acts of the Republic of Kazakhstan Concerning Issues of Leasing. (Article 564). Effective from the date of publication (July 13, 2000); 4) Law No. 128 of 18th December 2000 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan Concerning Issues of Insurance and Insurance Activities. (Articles: 803; 805 replaced; 808; 809; 809-1 introduced; 813; 814; 815; 816; 817; 818; 819; 820; 821; 822; 823; 825; 825-1 introduced; 826; 826-1 introduced, 826-2 introduced, 826-3 introduced, 827; 828; 829; 830 replaced; 831; 832; 834; 835; 837; 838; 839; 840; 842; 844). Effective from 23rd December 2000. SECTION IV. INDIVIDUAL TYPES OF OBLIGATIONS Chapter 25. Purchase and Sale § 1. General Provisions on Purchase and Sale Article 406. A Purchase-and-Sale Contract 1. Under a purchase-and-sale contract one party (the seller) shall assume an obligation to transfer property (goods) into the ownership, business authority, operative management of another party (the buyer), and the buyer shall assume an obligation to accept that property (goods) and pay a determined monetary sum (price) for it. 2. The provisions specified in this paragraph shall apply to purchase and sale of securities and currency assets, unless legislative acts establish specific rules for their purchase and sale. 3. In cases specified in this Code, or other legislative acts, special consideration in purchase and sale of certain types of goods shall be established by legislative or other regulatory legal acts. 4. The provisions specified by this paragraph shall apply to the sale of property rights, unless it otherwise ensues from the content, or nature of those rights. 5. The provisions specified in this paragraph shall apply to individual types of purchase-and-sale contracts (retail purchase-and-sale, supply of goods, energy supply, procurement, or sale of an enterprise), unless it is otherwise provided for in the rules of this Code concerning contracts of those types. Article 407. The Provision of a Contract Concerning Goods 1. Any goods may be the subject of purchase and sale, in compliance with the rules of Article 116 of this Code. 2. A contact may be concluded for purchase and sale of goods which are available to the seller at the moment of concluding a contract, as well as of goods which will be created or purchased by the seller in the future, unless it is otherwise established by legislative acts, or ensues from the nature of given goods. 3. A term on goods shall be considered to be agreed upon, if a given contract allows to determine the name and quantity of goods (material terms). Article 408. Obligations of the Seller to Transfer Goods 1. A seller shall be obliged to transfer to the buyer the goods specified in their contract. 2. Unless it is otherwise specified in a given contract, the seller shall be obliged, simultaneously with the transfer of goods, to transfer to the buyer their accessories, as well as documents relating to it (documents that certify completeness, safety, quality of goods, procedure for operation etc.) as provided for by regulatory legal acts or a given contract. Article 409. Period for Execution of an Obligation to Transfer Goods 1. A period for implementation by the seller of his obligation to transfer goods to the buyer shall be defined in their contract, and if it does not allow to determine that period, then in accordance with the rules specified in Article 277 of this Code. 2. A purchase-and-sale contract shall be considered concluded under the condition of its implementation by a definite date, if it clearly ensues from the contract that after said date the buyer loses his interest in performance of the contract. Without the consent of the buyer, the seller shall not have the right to perform such a contract prior to the date, or after the expiration of a set period. Legislative acts or a contract may establish cases of execution of a purchase-and-sale contract by parts (interim periods of contract execution). Article 410. The Moment of Performance of the Seller's Obligation to Transfer Goods 1. Unless it is otherwise specified in a given contract, the seller's obligation to transfer goods to the buyer shall be considered implemented at the moment of: 1) handing of the goods to the buyer or a person indicated by him, if the contract stipulates the seller's obligation to deliver the goods; 2) presenting the goods at the disposal of the buyer or a person indicated by him, if the goods must be handed in the place of their location. The goods shall be considered to be presented at the disposal of the buyer if, by the date specified in the contract, the goods are ready for transfer in the proper place, and the buyer, in accordance with terms of the contract, is aware of the readiness of the goods for the transfer. The goods shall not be recognized as ready to be transferred if they are not identified for the purposes of a given contract by way of marking or in another way. 2. In cases when no obligation of the seller to deliver to the buyer the goods or transfer the goods in the place of their location ensues from a given contract, the obligation of the seller to transfer the goods to the buyer shall be deemed to be executed at the moment of submission of the goods to the carrier or the organistion of communications for the delivery to the buyer, unless the contract provides otherwise. Article 411. The Passing of Risk of Accidental Loss of Goods 1. Unless it is otherwise stipualted by the purchase-and-sale contract, the risk of accidental loss of, or accidental damage to the goods shall pass to the buyer from the moment when in accordance with legislative acts or the contract the seller is deemed to have executed his obliation of transfer of the goods to the buyer. 2. The risk of accidental loss of, or accidental damage to the goods sold during their being en route, shall pass to the buyer from the moment of conclusion of a given purchase-and-sale contract, unless it is otherwise specified in agreement of the parties, or business tradition. The term of a contract, stipulating that the risk of accidental loss of, or accidental damage to the goods passes to the buyer from the moment of handing of the goods to the first carrier, pursuant to the buyer's claim may be recognized by the court as invalid, if at the moment of conclusion of the contract, the seller knew, or should have known that the goods were lost or damaged, but failed to notify the buyer accordingly. Article 412. The Obligation of the Seller to Preserve Sold Goods When the right of ownership, the right of business authority, or operative management is transferred to the buyer earlier than the transfer of goods, the seller shall be obliged, prior to the transfer, to preserve the goods, not allowing their deterioration. The buyer shall be obliged to reimburse to the seller the costs necessary for that preservation, unless it is otherwise provide for by the parties agreement. Article 413. The Obligation of the Seller to Transfer the Goods Free from Rights of Third Parties 1. The seller shall be obliged to transfer the goods to the buyer free from any rights of third parties, except for the case when the buyer agreed to accept the goods encumbered with the rights of third parties. Non-execution by the seller of this obligation shall invest the buyer with the right to demand reduction of the purchase price, or rescission of the contract and compensation for losses, unless it is proved that the buyer knew, or must have known of the rights of third parties for those goods. 2. The rules specified in paragraph 1 of this Article shall accordingly apply also in the case where there were claims of third parties with regard to the goods by the moment of their transfer to the buyer, of which the seller knew, if those claims were subsequently recognized as legitimate through the established procedure. Article 414. Liability of the Seller in Case of Withdrawal of the Goods from the Buyer 1. In case of a seizure of the goods from the buyer by third parties on the bases which emerged prior to the execution of a given contract, the seller shall be obliged to compensate to the buyer losses incurred by him, unless the seller proves that the buyer new of should have known of the existence of such bases. 2. Agreement of the parties on exemption of the seller from liability, or on its restriction in case of claiming purchased property from the buyer by third parties, shall be invalid. Article 415. Obligations of the Buyer and the Seller in Case of Bringing an Action to Withdraw the Goods 1. If a third party, on the basis which emerged prior to the execution of a given contract, files a law suit against the buyer to withdraw the goods, then the buyer shall be obliged to bring the seller to participation in the case, and the seller shall be obliged to enter into the case on the buyer's side. 2. The buyer's failure to bring the seller to participation in the case shall release the seller from liability before the buyer, if the seller proves that if he had participated in the case, he could have prevented the withdrawal of the goods from the buyer. 3. The seller who was brought by the buyer to participation in the case, but did not take part in it, shall be deprived of the right to prove incorrectness of leading the case by the buyer. Article 416. Consequences of Non-Execution of the Obligation to Transfer the Goods 1. If the seller refuses to transfer sold goods to the buyer, the buyer shall have the right to refuse the execution of the purchase-and-sale contract. 2. In the case of the seller's refusal to transfer an individually-defined item, the buyer shall have the right to file claims against the seller as provided for in Article 355 of this Code. Article 417. Consequences of Non-Execution of the Obligation to Transfer Accessories and Documents Relating to the Goods 1. If the seller fails to transfer, or refuses to transfer to the buyer accessories or documents pertaining to the goods which he must transfer (paragraph 2 of Article 408 of this Code), the buyer shall have the right to appoint a reasonable period for their transfer. 2. In the event that accessories or documents relating to the goods were not transferred by the seller within the indicated period, the buyer shall have the right to deny the acceptance of the goods, unless it is otherwise specified by the contract. Article 418. Quantity of Goods The quantity of the goods, which are subject to the transfer to the buyer, shall be specified in the contact in the appropriate units of measurement, or in monetary measurement. The term on the quantity of goods may be agreed upon by way of establishing in the contract of the procedure for its determination. Article 419. Consequences of Violation of the Term of the Contract on the Quantity of Goods 1. If the seller transferred to the buyer, in violation of terms of the contract, a lesser quantity of goods than the quantity determined in the contract, the buyer shall have the right, unless it is otherwise specified in the contract, either to demand the missing quantity of the goods, or to refuse from the goods which were transferred, and from making payment for them, and if the payment was made, to demand a refund of the amount of money paid therefor. 2. In the event that the seller transferred goods to the buyer in the quantity in excess of the quantity indicated in the contract, the buyer shall be obliged to notify the seller of that in accordance with the procedure specified in paragraph 1 of Article 436 of this Code. If within a reasonable period after the receipt of the buyer's notice, the seller does not dispose of the relevant goods, the buyer shall have the right, unless it is otherwise specified in the contract, to accept all the goods. 3. In case of the buyer's acceptance of the goods in a quantity in excess of the quantity indicated in the contract, the relevant goods shall be paid at the price defined for the goods accepted in accordance with the contract, unless a different price is defined by agreement of the parties. Article 420. Assortment of Goods If under a purchase-and-sale contract, goods are subject to transfer in a definite proportion with regard to their types, models, sizes, colours, and other parameters (assortment), the seller shall be obliged to transfer the goods to the buyer in assortment agreed upon by the parties. Article 421. Consequences of a Violation of the Contractual Term on the Assortment of Goods 1. In case of the seller's transfer of goods specified in the contract in assortment which does not conform to the contact, the buyer shall have the right to refuse to accept them and to make payment, and if the goods were already paid for, to demand a refund of paid amount. 2. If the seller transferred to the buyer, along with the goods the assortment of which conforms to the contract, goods in violation of terms of the contract on assortment, the buyer shall have the right, at his discretion: 1) to accept the goods which conform to the terms of the contract on assortment, and to reject other goods; 2) to reject all the goods which were transferred; 3) to demand to make a replacement of the goods which do not conform to the contract's terms on assortment, with the goods in assortment as provided for in the contract; 4) to accept all the goods transferred. 3. In the case of a refusal to accept the goods the assortment of which does not comply with the contractual terms, or in case of a demand for a replacement of the goods which do not conform the contract's terms on assortment, the buyer shall also have the right to deny payment for those goods, and if they were already paid for, to demand a refund of amount paid. 4. The goods which do not comply with the contractual term on assortment shall be considered accepted if the buyer does not inform the seller on his rejection of the goods within a fifteen-days period after their receipt. 5. If the buyer did not reject the goods the assortment of which does not comply with the contract, he shall be obliged to pay for them at the price agreed upon with the seller. In the event that the seller failed to undertake appropriate measures for coordination of the price within a fifteen-days period, the buyer shall pay for the goods at the price which at the moment of the conclusion of a given contract, in comparable circumstances, was usually paid for similar goods. 6. The rules of this Article shall apply unless it is otherwise provided for in the purchase-and-sale contract. Article 422. The Quality of Goods 1. The seller shall be obliged to transfer to the buyer the goods the quality of which conform to the contract. 2. In the absence of terms on quality of the goods in the contact, the seller shall be obliged to transfer to the buyer the goods suitable for the purposes for which the goods of such kind is ordinarily used. If the seller, when concluding the contract, was notified by the buyer on the specific purposes of the purchase of goods, the seller shall be obliged to transfer to the buyer the goods fit for the use in accordance with those purposes. 3. In case of the sale of goods in accordance with a given sample and (or) description, the seller shall be obliged to transfer to the buyer the goods which conform to the sample and (or) description. 4. If in accordance with the procedure established by legislative acts obligatory requirements are specified for the quality of goods to be sold, then the seller who carries out entrepreneurial activity, shall be obliged to hand the goods to the buyer, which comply with those obligatory requirements. By agreement between the seller and the buyer, the goods may be transferred which conform to higher requirements with regard to quality as compared to obligatory requirements established in accordance with the procedure specified by legislative acts. 5. The goods which the seller is obliged to hand over to the buyer must conform to the requirements specified in this Article at the moment of their transfer to the buyer, unless another moment of determining the conformity of the goods to those requirements is specified in the contract, and within a reasonable period of time must be fit for the purposes for which the goods of such kind are usually used. Article 423. Period of the Suitability of Goods 1. Legislation, obligatory state standards and other obligatory rules may define the period of time, upon the expiration of which the goods shall be considered unfit for the use in accordance with designation (period of suitability), as well as the cases where the useful life of the goods is indicated thereon. 2. The seller must transfer to the buyer goods for which an expiration period is established, so that they can be used according to designation prior to the expiration period. Article 424. Determination of the Expiration Period of Goods The expiration period of goods shall be determined by a period of time calculated from the day of production, during which the goods are fit for use, or by a date, prior to the arrival of which the goods are fit for their use. Article 425. Guarantee of the Quality of Goods 1. In the event that the contract stipulates the issue by the seller of a guarantee of the goods' quality, the seller shall be obliged to transfer the goods to the buyer, which must conform to the requirements specified in Article 422 of this Code, during a certain period which is established by the contract (a guarantee period). 2. A guarantee of the goods' quality shall also apply to their all components (items for completion), unless it is otherwise specified in the contract. Article 426. The Procedure for Calculation of a Guarantee Period 1. A guarantee period shall begin from the moment of the transfer of goods to the buyer (Article 410 of this Code), unless it is otherwise stipulated in the contract. 2. If the buyer is deprived of the opportunity to use the goods for which a guarantee period is established by the contract, due to circumstances depending on the seller, the guarantee period shall not begin until the seller eliminates the relevant circumstances. Unless it is otherwise specified by the contract, a guarantee period shall be extended for a period during which the goods could not be used due to discovered defects, provided that the seller was notified on the defects in the goods in accordance with the procedure established in Article 436 of this Code. 3. Unless it is otherwise specified in the contract, a guarantee period for a completion part shall be equal to the guarantee period for the principal product, and it shall begin simultaneously with the guarantee period for the principal product. 4. In case of substitution of the goods (a completion part), a guarantee period shall start anew, unless it is otherwise specified in the contract. Article 427. Checking the Quality of Goods 1. When legislation or the contract stipulate the checking of the quality of goods, it must be carried out in accordance with the requirements established in them. In cases where state standards or other regulatory acts on standardization establish obligatory requirements for checking the quality of goods, it must be carried out in accordance with instructions which are contained in them. 2. If through the procedure established in paragraph 1 of this Article, terms for checking the quality of goods are not specified, then it must be carried out in accordance with business practice, or other rules which are usually applicable for the checking of goods subject to the transfer under the contract. 3. When legislation, obligatory requirements of the state standards, or other regulatory acts on standardization, or the contract, stipulate the seller's obligation to check the quality of the goods transferred to the buyer (tests, analysis, inspection, etc.), the seller must present to the buyer, at the latter's request, evidence that the seller carried out the checking of the goods' quality. Article 428. Consequences of the Transfer of Goods of Improper Quality 1. If defects of the goods were not specified by the seller, the buyer to whom the goods of improper quality were transferred shall have the right, at his discretion, to demand from the seller the following: 1) proportionate reduction of the purchase price; 2) elimination of defects in the goods free of charge within a reasonable period; 3) reimbursement of his own expenses for the elimination of the goods' defects; 4) replacement of the improper quality goods for the goods conforming to the contract; 5) rescission of the contract and refund of the price paid for the goods. Provisions of the contract concerning the buyer's refusal from the right specified in this paragraph shall be invalid. 2. In case of improper quality of a part of the goods which are in one set (Article 432 of this Code), the buyer shall have the right to exercise, with regard to those goods, the rights specified in paragraph 1 of this Article. 3. In the event that the seller of improper quality goods is not their manufacturer, the claims on the replacement, or free elimination of defects, may be filed, at the buyer's discretion, either against the seller, or the manufacturer. 4. The rules specified in this Article shall apply, if it is not otherwise established in this Code or other legislative acts. Article 429. Defects of the Goods for Which the Seller Is Liable 1. The seller shall be liable for defects of the goods, if the buyer proves that defects in the goods emerged prior to their transfer to the buyer, or due to reasons which emerged prior to that moment. The seller shall be liable for defects of a sold item even if he did not know about them. An agreement on exemption of the seller from liability, or on its limitation, shall be invalid. 2. With regard to the goods for which the seller issued a guarantee of quality, the seller shall be liable for defects of the goods, unless he proves that defects in the goods emerged after their transfer to the buyer, due to the buyer's violation of the rules for the use of those goods, or their storage, or acts of third parties, or acts of force majeure. Article 430. Periods for Discovery of Defects in the Goods Transferred 1. Unless it is otherwise specified in legislative acts or in the contract, the buyer shall have the right to file claims associated with defects in the goods, provided that they were discovered within the periods established in this Article. 2. If no guarantee period, or no expiration period, were established for the goods, claims associated with defects in the goods may be filed by the buyer on the condition that they were discovered in sold goods within a reasonable period, but within two years from the moment of the goods' transfer to the buyer, unless longer periods are established by legislative acts or by the contract. A period for identification of defects in goods which are subject to transportation, or shipment by mail, shall be calculated from the date of their receipt in the place of destination. 3. If a guarantee period was established with regard to the goods, the buyer shall have the right to file claims associated with defects in the goods provided defects are discovered within the guarantee period. In case that a shorter guarantee period is established in the contract for component parts, than for the principal product, the buyer shall have the right to file claims with regard to defects of component parts, provided they were discovered within the guarantee period for the principal product. If the contract stipulates a longer guarantee period for component parts as compared to the principal product, the buyer shall have the right to file claims with regard to defects in the goods, if defects in a component part were discovered within the guarantee period for it, irrespective of the expiry of the guarantee period for the principal part. 4. With regard to the goods for which an expiration period is established, the buyer shall have the right to submit claims with regard to defects of the goods, if they were identified within the expiration period for the goods. 5. In the cases in which a guarantee period specified in the contract is less than two years, and defects of the goods are discovered by the buyer after the expiration of the guarantee period, but within two years from the date of transfer of the goods to the buyer, the seller shall be held responsible, if the buyer proves that the defects emerged prior to the transfer of the goods to the buyer, or due to the reasons which emerged prior to that moment. Article 431. Completeness of the Goods 1. The seller shall be obliged to transfer to the buyer the goods which conform to the terms of the contract on completeness. 2. In the event that the contract does not define completeness of the goods, the seller shall be obliged to transfer to the buyer the goods, the completeness of which is determined on the basis of business practice, or other requirements which are usually applicable. Article 432. A Set of Goods 1. If the contract provide for the seller's obligation to transfer to the buyer a certain set of the goods (complete set of goods), the obligation shall be considered to be executed from the moment of the transfer of all goods which are included into such set. 2. Unless it is otherwise specified in the contract, or ensues from the nature of a given obligation, the seller shall be obliged to transfer to the buyer all the goods which are included into a given set, simultaneously. Article 433. Consequences of the Transfer of Incomplete Sets of Goods 1. In case of a transfer of incomplete goods (Article 431 of this Code), the buyer shall have the right at his discretion, to require from the seller: 1) proportionate reduction of the purchase price; 2) to provide for the completeness of the goods within a reasonable period of time; 3) to replace incomplete goods with complete goods; 4) to refuse from the implementation of the contract, and to require a refund of the money paid for the goods. 2. Consequences specified in paragraph 1 of this Article shall also apply in the case of a violation by the seller of his obligation to transfer to the buyer a complete set of goods (Article 432 of this Code), unless it is otherwise specified in legislation or in the contract, or ensues form the nature of the obligation. Article 434. Tare and Package of the Goods 1. Unless it is otherwise specified in the contract, or ensues from the essence of the obligation, or the nature of goods, the seller shall be obliged to transfer to the buyer the goods in the tare and (or) in a package. 2. If the contract does not stipulate requirements for the tare and package, then the goods must be tared and (or) packed in the usual for such goods manner, and in the absence of it, in such a way as to provide for preservation of the goods of such kind in ordinary storage conditions and transportation. 3. If, in accordance with the procedure established by legislation, obligatory requirements are specified for tare and (or) package, then the seller who engages in entrepreneurial activity, shall be obliged to transfer to the buyer the goods which are tared and (or) packaged in compliance with those obligatory requirements. Article 435. Consequences of the Transfer of Goods Without Tare and (or) Package, or in Improper Tare and (or) Package 1. In the event that the goods which are subject to be tared and (or) packaged are transferred to the buyer without having been tared and (or) packaged, or in improper tare and (or) package, the buyer shall have the right to require from the seller to tare and (or) package the goods, or to replace improper tare and (or) packages, unless it is otherwise ensues from the contract, essence of the obligation, or the nature of the goods. 2. Instead of submission of claims against the seller which are indicated in paragraph 1 of this Article, the buyer shall have the right to submit to him other claims ensuing from the transfer of improper quality goods (Article 428 of this Code). Article 436. Notification of the Seller on Improper Implementation of the Contract 1. The buyer shall be obliged to notify the seller on violation of contractual terms on the quantity, assortment, quality, completeness, tare and (or) package of the goods, within the period stipulated in legislative acts, other regulatory legal acts, or the contract, and if such a period is not established, within a reasonable period after the violation of the relevant contractual term should to have been discovered, based on the nature and designation of the goods. 2. In case of the buyer's failure to implement the obligations stipulated in paragraph 1 of this Article, the seller shall have the right to fully or partially refuse from the satisfaction of the buyer's relevant claims, if the seller proves that such untimely notice entailed the impossibility to satisfy the buyer's claims, or entails for the seller incommensurate expenses as compared with those expenses which he would have incurred, if he had been notified in time on the violation of contractual terms. 3. If the seller knew or could not have been unaware that the goods transferred to the buyer do not conform to the contractual terms, he shall not have the right to refer to the buyer's failure to execute the obligation stipulated in paragraph 1 of this Article. Article 437. The Buyer's Obligation to Accept the Goods 1. The buyer shall be obliged to accept the goods transferred to him by the seller, except for cases when, in accordance with the rules of this Chapter, he is entitled to require replacement for the goods, or to avoid the contract. 2. Unless it is otherwise stipulated in legislation or the contract, the buyer shall be obliged to perform actions which, in accordance with the usually applicable requirements, are necessary on his part in order to provide for the transfer and receipt of the relevant goods. 3. In cases in which the buyer, in violation of legislative acts or the contract, does not accept, or refuses, to accept the goods, the seller shall have the right to require from the buyer the acceptance of the goods, or to avoid the contract. Article 438. Price of Goods 1. The buyer shall be obliged to pay for the goods at the price stipulated in the contract, or if it is not stipulated and may not be determined on the basis of its terms, at the price which is defined in accordance with the rules of Article 385 of the present Code, as well as to commit at his own expense actions, which are necessary in order to make payment, according to legislation, the contract, or usually applicable requirements. 2. When the price is established depending on the weight of the goods, it shall be established on the basis of net weight, unless it is otherwise stipulated by the contract. 3. If the contract envisages that the price for the goods is subject to a change depending on parameters determining the price of the goods (cost, expenses, etc.), but the method for changing the price is not defined, then the price shall be established on the basis of correlation of those parameters at the moment of concluding the contract, and at the moment of performance of the obligation to transfer the goods. In case of a delay by the seller in performance of his obligation to transfer the goods, the price shall be established on the basis of correlation of those parameters at the moment of concluding the contract, and at the day of transfer of the goods as stipulated in the contract, and if such a date was not stipulated, then at the day defined in accordance with Article 277 of the present Code. The rules stipulated in this paragraphs shall apply, unless it is otherwise stipulated in the present Code, other legislation, or unless it otherwise ensues from the essence of the obligation. Article 439. Payment for Goods 1. If the obligation to pay the price at a definite period of time does not ensue from the contract or legislation, the buyer shall be obliged to pay it without delay after the transfer to him of the goods, or documents of title for those goods. 2. If the contract does not stipulate payment by installments for the goods transferred, the buyer shall be obliged to pay to the seller a sum in the amount of full price of the transferred goods. 3. If the buyer fails to pay for the goods transferred in accordance with the contract, the seller shall have the right to require payment for the goods and payment of interest for the use of somebody else's funds (Article 353 of the present Code). 4. If the buyer, in violation of the contract, refuses to accept the goods and to pay for them, the seller shall have the right, at his discretion, to require payment for the goods, or to avoid the contract. 5. In cases in which the seller, in accordance with the contract is obliged to transfer to the buyer other goods, aside from those unpaid for, the seller shall have the right to suspend the transfer of those other goods, until the complete payment is made for all the goods transferred earlier, unless it is otherwise stipulated in legislation, or the contract. Article 440. Pre-Payment for the Goods 1. In cases in which the contract stipulates the buyer's obligation to pay the price fully or partially prior to the seller's transfer of the goods (pre-payment), the buyer shall be obliged to make payment within the period stipulated in the contract, and if such a period is not established in the contract, within a period determined in accordance with Article 277 of the present Code. 2. In case of the buyer's failure to perform the contractual obligation to pay for the goods in advance, the rules shall apply which are stipulated in Article 284 of the present Code. 3. In cases in which the seller, who received the amount of advance payment, fails to perform his obligations to transfer the goods within the established period (Article 409 of the present Code), the buyer shall have the right to require the transfer of the goods which were paid for, or to be returned the amount of advance payment for the goods which were not transferred by the seller.
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