Text consolidated by Valsts valodas centrs (State Language Centre) with amending laws of
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Section 409. Purchase with Specification (1) If pursuant to a purchase agreement a purchaser is entitled to specify more detailed form, size, quality, sort of goods or other features of goods, the purchaser has a duty to specify them within the agreed period of time or as soon as possible after receipt of the request from the seller. (2) If a purchaser admits delay in relation to specification of features of goods, the seller is entitled to specify the referred to features instead of the purchaser or to unilaterally withdraw from the agreement or request a compensation for losses which have been caused to him or her due to the delay of the purchaser. (3) If a seller himself or herself specifies the features of goods instead of the purchaser, he or she has a duty to notify the purchaser regarding this specification and determine a reasonable period of time during which the purchaser may specify other specification. If the purchaser fails to provide other specification to the seller within the referred to period of time, the specification specified by the seller shall be binding to the purchaser.
(2) If the contracting party referred to in Paragraph one of this Section fails to fulfil his or her obligation on the agreed day or within the agreed period of time, the other contracting party is entitled to unilaterally withdraw from the agreement, as well as request a compensation for losses caused to the other contracting party due to the delay of the debtor in relation to the non-fulfilment of the agreement. The other contracting party may request that the debtor fulfils the obligation only if he or she immediately after expiration of the time period notifies the debtor regarding his or her wish that the obligation be fulfilled. (3) [15 April 2010]
(2) If the purchaser fails to notify the seller regarding the deficiencies of the received goods pursuant to the provisions of Paragraph one of this Section, it shall be considered that the purchaser has accepted the goods and he or she loses the right provided for in Section 1620, Paragraph two of the Civil Law to request the cancellation of the purchase agreement or reduction of the price for goods, except the case when the goods have hidden deficiencies which were impossible to determine during checking of goods. (3) If the hidden deficiencies of goods are determined later, the purchaser has a duty to notify the seller immediately after determination thereof. If the purchaser fails to notify the seller regarding the deficiencies of the received goods, it shall be considered that the purchaser has accepted the goods with these hidden deficiencies. (4) The provisions of this Section shall not be applicable if the seller has concealed or hidden the deficiencies of the goods in bad faith or convincingly asserted that the goods have certain properties. (5) The provisions of this Section shall be applicable if the purchaser and seller are merchants.
(2) Perishable goods or goods, which are subjected to other risk or storage of which is related to incommensurate costs, the purchaser is entitled to sell, taking into account the provisions of Section 408, Paragraphs two and three of this Law. (3) The provisions of this Section shall be applicable if the purchaser and seller are merchants.
(2) Within the meaning of this Law, the concept “packaging” shall also mean a container used for inland, water and air transport. [18 December 2008] Section 414. Application of Provisions of the Purchase Agreement to Barter, Supply and Work-performance Contract (1) The provisions of this Chapter shall also be applicable to such barter and supply contract accordingly (Sections 2092 and 2109 of the Civil Law), the subject-matter of which is the goods. (2) The provisions of this Chapter shall be applicable to work-performance contract regarding production of movable property from the material provided by the entrepreneur (Section 2214, Paragraph one of the Civil Law). [18 December 2008] Chapter 2 Commercial Commission Contract Section 415. Concept of the Commercial Commission Contract and Commission Agent (1) Commercial commission contract is such contract, by which a merchant (commission agent) undertakes in his or her name, however, at another person’s (committent) expense to purchase or sell goods or securities or enter into other types of transactions with third parties, but the committent undertakes to pay the agreed commission. (2) Commission agent is such agent who has undertaken in his or her name, however, at the committent’s expense to enter into transactions with other persons independently. The provisions of Sections 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60 and 61 of this Law shall be applicable to mutual relations of the commission agent and the committent. [18 December 2008] Section 416. Duties of Commission Agent (1) A commission agent has a duty to fulfil the commission with the diligence of a respectable and accurate merchant. The commission agent, in particular, has a duty to observe the interests of the committent and his or her instructions. (2) The commission agent shall transfer all the necessary information and documents to the committent. The commission agent, in particular, has a duty to notify the committent regarding the fulfilment of the commission without delay. (3) The commission agent has a duty to provide the committent with a settlement of accounts regarding each transaction entered into, as well to transfer to the committent what the commission agent has acquired in fulfilling his or her duties. (4) The commission agent shall be liable for the fulfilment of a transaction in relation to the committent if he or she, concurrently with a notification regarding the fulfilment of the commission, has not indicated to the committent the third party with whom this transaction has been entered into. [18 December 2008] Section 417. Instructions of the Committent (1) If a commission agent fails to act pursuant to the instructions of a committent, he or she shall be liable for the losses caused to the committent, moreover, the committent has no duty to recognise the transaction as entered into at his or her expense. (2) The commission agent is entitled to derogate from instructions of the committent only if he or she has a reason to consider that in the particular case, knowing the circumstances of the matter, the committent himself or herself would have acted the same. In such case the commission agent shall notify the committent regarding his or her derogation from instructions without delay and wait for the decision of the committent, unless there is a risk of delay. [18 December 2008] Section 418. Price Limits (1) If a commission agent, upon entering into a transaction with a third party, violates the price limits specified by the committent and the committent does not want to acknowledge that the relevant transaction has been entered into at his or her expense, the committent has a duty, as soon as a notification regarding the fulfilment of the commission is received, to notify the commission agent thereof without delay. Otherwise it shall be considered that the committent has agreed to the deviation from the price limit allowed by the commission agent. (2) If the commission agent, concurrently with the notification regarding the fulfilment of the commission, offers to cover the difference between the price specified by the committent and the price agreed with the third party, the committent is not entitled to refuse to admit that the transaction has been entered into at his or her expense. [18 December 2008] Section 419. More Advantageous Provisions (1) If a commission agent enters into a transaction under more advantageous provisions than the ones specified by a committent, the benefit acquired from entering into such transaction shall be due to the committent. (2) Particularly, the sales price exceeding the lowest price limit specified by the committent, as well as the purchase price, which does not reach the highest price limit specified by the committent, shall be considered as a more advantageous provision. [18 December 2008] Section 420. Goods with Deficiencies or Damaged Goods (1) If the goods supplied by a commission agent and the goods to be sent further have external deficiencies or damages, the commission agent has a duty to use his or her rights against the carrier, forwarder, keeper or seller (in case of a purchase commission), to provide evidence attesting to the state of goods, as well as to notify the committent thereof without delay. If the commission agent fails to fulfil the referred to duties, he or she shall be liable for the losses caused to the committent. (2) If the goods perish or changes have occurred or may occur later therein, which could cause decrease in the value of the goods, and there is no time to receive instructions of the committent regarding further action or the committent hesitates to provide instructions, the commission agent is entitled to sell the goods at expense of the committent, taking into account the provisions of Section 408, Paragraphs two and three of this Law. [18 December 2008] Section 421. Transfer of Goods for Storage or Sale of Goods If a committent fails to act with the purchased goods or the goods to be sold, which are placed in storage of the commission agent, although in accordance with the circumstances of the matter it is the duty of the committent to do so, the commission agent pursuant to the provisions of Section 408 of this Law is entitled to hand over the goods for storage to another person or to sell them. [18 December 2008] Section 422. Liability of the Commission Agent for the Goods (1) A commission agent shall be liable for the damages, perishing or destruction of the goods stored by him or her, which he or she could have prevented by observing the diligence of a respectable and accurate merchant. (2) The commission agent shall be liable for the fact that the goods are not insured only if the committent had instructed the commission agent to insure the goods. [18 December 2008] Section 423. Obligation to Check the Goods and Temporary Storage of Goods (1) If an obligation to perform a purchase commission has been entrusted to a commission agent and if the commission agent and the committent are merchants, the provisions of Sections 411 and 412 of this Law shall be applicable to the obligation of the committent to check the goods and to notify the commission agent regarding the determined deficiencies of the goods, as well as to the obligation to store the goods and to the right to sell them. (2) Also if the committent has not notified the commission agent in due time regarding the deficiencies of the goods, the committent is entitled to request that the commission agent cedes his or her claims against the third party from whom he or she has bought the goods at the committent’s expense. [18 December 2008] Section 424. Claims Arising from Commission Transaction (1) A committent is entitled to bring claims arising from a transaction, which a commission agent has entered into at the committent’s expense (including claims regarding cancellation of a purchase agreement or reduction of the price for goods), against a debtor only after the commission agent has ceded these claims to a committent. (2) In relations between the committent and the commission agent or his or her creditors the claims referred to in Paragraph one of this Section shall be considered as the claims of the committent even if they have not been ceded to the committent yet. [18 December 2008] Section 425. Pre-payment and Post-payment (1) If a commission agent makes a pre-payment in favour of a third party without the consent of the committent or agrees regarding a post-payment, the commission agent shall be liable for the risk related to such action. (2) If the commission agent sells goods or securities to the third party with post-payment without the consent of the committent, the commission agent has a duty to immediately pay the committent all amount of the purchase instead of the third party. [18 December 2008] Section 426. Right of the Commission Agent to Commission and Reimbursement of Expenses (1) A commission agent has the right to the agreed commission as soon as and insofar as the third party has fulfilled the transaction entered into with the commission agent. The commission agent has the right to a commission even if the transaction has not been fulfilled because of the committent. (2) The obligation of the committent is to reimburse the expenses of the commission agent, which were necessary for the fulfilment of the commission pursuant to the circumstances. These expenses shall also include reimbursement for the use of warehouse premises of the commission agent or another place suitable for storage and for the use of vehicles for the fulfilment of the commission. [18 December 2008] Section 427. Rights of the Commission Agent to Del Credere (1) A commission agent who guarantees the fulfilment of the obligation of a third party has the right to a special compensation (del credere). (2) Upon setting in of the term for the fulfilment of the obligation or the condition of the third party, the commission agent who has guaranteed the fulfilment of the obligation of the third party shall be directly liable for the fulfilment of the relevant obligation, and the commission agent is not entitled to request that the committent brings his or her claim to the third party at first. [18 December 2008] Section 428. Lawful Rights of Possessory Pledge of the Commission Agent A commission agent has the lawful rights of possessory pledge to the commission goods in the possession of the commission agent, which ensure the claims of the commission agent against the committent regarding payment of the commission and del credere, as well as regarding reimbursement of expenses necessary for the fulfilment of the commission. [18 December 2008] Section 429. Right of the Commission Agent to Get Satisfaction from Claims A commission agent has the benefit of a right in comparison with the committent and his or her creditors to satisfy the claims referred to in Section 424 of this Law, for which the term or the condition for fulfilment of the claim arising from the commission transaction has set in. In this respect, the commission agent is entitled to refuse to cede the claims arising from the commission transaction in favour of the committent, to receive and keep the fulfilment provided on the basis of this claim, to suggest those claims for set-off, as well as to cede them to another person. [18 December 2008] Chapter 3 Forwarding Agreement Section 430. Concept of Forwarding Agreement Forwarding agreement shall be such agreement, by which a merchant who provides freight forwarding services (forwarder) undertakes to organise delivery of freight to its consignee at consignor’s expense, using transport services of the carrier and the consignor undertakes to pay the agreed remuneration. [18 December 2008] Section 431. Rights and Obligations of Forwarder (1) In providing freight forwarding services, a forwarder is entitled if the parties have not agreed otherwise: 1) to specify the type of transport and the route of freight conveyance; 2) to choose persons who deliver the freight to the consignee, to enter into the transport, storage and forwarding agreement necessary for delivery of the freight, to provide information and instructions to the referred to persons and to perform the relevant payments. (2) If the parties have not agreed regarding the time of freight delivery, the forwarder has an obligation to ensure the delivery of the freight to its consignee within a reasonable period of time. (3) In providing the freight forwarding services, the forwarder has an obligation to request statements if violations have been determined during the carriage of freight, to participate in drawing up of a statement upon the request of the consignor or consignee, as well as, in ensuring the rights of the consignor, to submit objections and claims in his or her behalf in a timely manner. (4) The forwarder shall also perform other agreed obligations, which are related to organisation of freight delivery, including insurance, packing, labelling and performance of customs clearance of the freight. (5) The forwarder shall enter into agreements necessary for organisation of freight delivery in his or her name or in the name of the consignor, if the forwarder has been authorised for that. (6) If the forwarder acts as the representative of the consignor, the forwarder is not entitled to calculate for the consignor a larger fee for the carriage of freight than he or she has agreed with the carrier. [18 December 2008] Section 432. Packaging, Labelling of Freight, Accompanying Documents and Obligation to Provide Information Regarding Freight (1) A consignor has a duty, insofar as it is necessary, to pack and label the freight to be transferred for forwarding, to submit accompanying documents to the freight forwarder, as well as to provide him or her with all the information necessary to the forwarder in order to fulfil his or her duties, also information regarding freight to be carried and stored in accordance with special provisions and for which special equipment or servicing is necessary. If dangerous goods are consigned for forwarding, which during carriage or storage may cause explosion, fire or other damage, endanger human life, health, personal property or the environment due to their properties, the consignor has a duty to inform the forwarder in writing regarding the type of dangerousness of the freight and the necessary safety measures. (2) An order for delivery of dangerous goods or excisable goods shall be submitted to the forwarder in writing. (3) Even if the consignor is not to be blamed, he or she shall be responsible for losses and expenses in relation to the forwarder, which have arisen because of the following reasons: 1) the freight has not been adequately packed or labelled; 2) the forwarder has not been informed regarding the dangerousness of the freight; or 3) the consignor has not submitted all accompanying documents referred to in Paragraph one of this Section or has not provided the necessary information, or the information is incomplete, incorrect or false. (4) If the losses or expenses referred to in Paragraph three of this Section have arisen also due to the action of the forwarder, the consignor shall be bound to reimburse the losses or expenses. The amount of reimbursement to be paid shall depend on the extent of the losses or expenses being caused by the action of the consignor or forwarder. (5) If the consignor is a consumer, he or she shall, in accordance with the provisions of Paragraphs three and four of this Section, be liable in relation to the forwarder for losses and expenses, insofar they have arisen due to the fault of the consignor. [18 December 2008] Section 433. Loading and Unloading of Freight A consignor shall be liable for loading of freight at the starting point and a consignee – for unloading at the endpoint if it is not otherwise specified in the forwarding agreement. [18 December 2008] Section 434. Freight with Deficiencies or Damaged Freight (1) If a freight, which a forwarder has received from a third party and which is to be delivered to a consignee, has external deficiencies or damages, the forwarder has an obligation, upon ensuring the rights of the consignor, to notify the third party regarding these deficiencies or damages without delay, to take care of the evidence attesting to the state of the freight, as well as to notify the consignor thereof without delay. If the forwarder fails to fulfil the referred to obligations, he or she shall be liable for the losses caused to the consignor. (2) If the freight perishes or changes occur or are likely to occur later, which would cause decrease of the value of the freight, and there is no time to receive instructions from the consignor for further action involving freight or the consignor hesitates to give instructions, the forwarder is entitled to sell the freight at the consignor’s expense, taking into account the provisions of Section 408, Paragraphs two and three of this Law. [18 December 2008] Section 435. Payment of Reimbursement (1) A consignor has an obligation to pay the agreed reimbursement to the forwarder as soon as the forwarder has fulfilled the freight forwarding service, if it is not otherwise specified in the agreement. (2) If in accordance with the agreement by and between the consignor and the forwarder the reimbursement for the provision of forwarding services is to be collected from the consignee or another person, however, this person does not make the referred to payment, the consignor shall be liable for payment of the reimbursement. [18 December 2008] Section 436. Claims of the Consignor (1) A consignor is entitled to bring forward claims arising from the agreement, which has been entered into by the forwarder in his or her name at consignor’s expense, against a debtor only when the forwarder has ceded these claims to the consignor. (2) In relations between the consignor and the forwarder or his or her creditors the claims referred to in Paragraph one of this Section shall be considered as the claims of the consignor also if they have not been ceded to the consignor. [18 December 2008] Section 437. Liability of the Forwarder (1) A forwarder shall be liable for non-fulfilment of the obligations of the third parties involved in implementation of the forwarding agreement if he or she is acting in his or her name or if one of the following conditions exists: 1) the forwarder has directly of indirectly undertaken the liability of the carrier; 2) the forwarder has specified the fee for carriage; 3) the forwarder issues a transport document in his or her name; or 4) the forwarder organises carriage, using road transport. (2) The forwarder shall not be liable for non-fulfilment of the obligations of the third parties involved in implementation of the forwarding agreement if he or she acts on behalf of the consignor and proves that he or she has chosen these persons duly and carefully. [18 December 2008] Section 438. Freight Insurance A forwarder has an obligation to insure the freight transferred for forwarding at consignor’s expense if it is requested by the consignor or they have agreed about it in the forwarding agreement. [18 December 2008] Section 439. Obligation of the Consignor to Reimburse the Forwarder’s Expenses A consignor has an obligation to compensate the forwarder’s expenses, which according to the circumstances, have been necessary for the fulfilment of the forwarder’s obligations, also such expenses, which are related to: 1) the increase of customs and other payments or changes in currency exchange rate; 2) waiting period, which has arisen due to circumstances beyond his or her control; or 3) incompletely, incorrectly or inappropriately drawn up accompanying documents of the freight submitted by the consignor. [18 December 2008] Section 440. Transfer of Freight for Storage If the consignee of the freight, in admitting the delay, does not accept the freight delivered or the freight is suspended during carriage due to circumstances beyond his or her control, the forwarder is entitled to transfer the freight for storage in a warehouse or in another safe place at the consignor’s expense, notifying the consignor and the carriage insurer thereof without delay, if the forwarder has made insurance. [18 December 2008; 15 April 2010] Section 441. Liability of the Forwarder for Non-preserving of the Freight or Delay of the Freight Delivery (1) A forwarder shall be liable for damages, perishing, shortfall, destruction, loss of the freight or delay of freight delivery under his or her supervision, which he or she could have prevented, observing the diligence of honest and careful merchant. (2) The forwarder shall not be liable for non-preserving of the freight (damages, perishing, shortfall, destruction or loss), if he or she proves that the freight has not been preserved: 1) because it was carried in an open vehicle in accordance with the agreement of the forwarder and the consignor or upon the request of the consignor; 2) due to damaged packaging thereof if the freight was packaged by the consignor, or because the consignor used packaging, which did not comply with the properties or standards of freight; 3) upon loading or unloading it if loading or unloading was performed by the consignor or the consignee; 4) due to individual natural properties, which may easily cause freight damages, perishing, shortfall or destruction, if the consignor did not inform the forwarder regarding these properties before the transfer of the freight for forwarding; or 5) due to inappropriate labelling thereof if freight was labelled by the consignor, or because the consignor has not indicated special properties of the freight in the accompanying documents of the freight, because of which it is necessary to observe special safety provisions or to perform the relevant measures in order to ensure the preservation of the freight during the carriage or storage. (3) Upon reimbursing the losses for non-preserving of the freight, the forwarder shall also return a reimbursement paid to him or her for the provision of the forwarding services and compensate other payments related to the carriage of the freight in proportion to the amount of the freight non-preserved, as well as any expenses which are related to determination of the amount of reimbursement for the losses pursuant to the provisions of Section 443 of this Law. (4) The forwarder shall be liable for other losses only if he or she has not fulfilled his or her duties pursuant to the provisions of Section 431 of this Law. (5) If losses have been caused also due to the action of the consignor or due to specific deficiencies of the freight transferred for forwarding, the forwarder has an obligation to reimburse the losses. The amount of reimbursement to be paid shall depend on the extent of the losses being caused by the action of the consignor or the forwarder or the deficiencies of the freight transferred for forwarding. [18 December 2008] Section 442. Reimbursement of the Freight Value (1) If a forwarder has an obligation to reimburse losses arisen due to damages or perishing of the freight, the reimbursement for losses shall be determined in such amount, by which the value of the freight has reduced, but due to the shortfall, destruction or loss of the freight – pursuant to the value of the missing, destroyed or lost freight. (2) The value of freight shall be determined pursuant to the market price thereof or in accordance with the usual value of items of the same grade and quality. If freight is transferred for forwarding with a notified value, the amount of reimbursement for losses shall be determined pursuant to this value, if the forwarder does not prove that the value of the freight transferred for forwarding was smaller. [18 December 2008] Section 443. Limits of the Amount of Reimbursement for Losses (1) If a forwarder has an obligation to reimburse losses arisen due to damages, perishing, shortfall, destruction or loss of the freight, the amount of reimbursement for losses may not exceed the amount, which complies with the 8.33 money units of payment specified by the International Monetary Fund for each: 1) gross mass kilogram of freight if all freight has been damaged or lost; or 2) gross mass kilogram of the damaged or lost part of the freight if part of the freight has been damaged or lost. (2) [19 September 2013]. (3) The limit of the reimbursement for losses provided for in Paragraph one of this Section shall not be applicable if the forwarder or the person referred to in Section 444 of this Law, in causing losses, has acted in bad faith or allowed gross negligence.
(2) If the freight transferred for forwarding has not been preserved due to damages, perishing or shortfall, the limitation period shall begin from the day, on which the freight was delivered to the consignee, but due to destruction, loss of the freight or delay of delivery of the freight – on the day when the freight should have been delivered to the consignee. [18 December 2008] Section 446. Lawful Right of Possessory Pledge of the Forwarder (1) A forwarder has the lawful right of possessory pledge to a freight transferred for forwarding and in the possession of the forwarder, which ensures the claims of the forwarder against the consignor. The lawful right of possessory pledge shall apply also to accompanying documents of freight. (2) If the forwarder has involved a sub-forwarder in order to fulfil the obligation agreed upon in the agreement regarding provision of freight forwarding services, the claims of the forwarder and the lawful right of possessory pledge provided for in Paragraph one of this Section shall be transferred to the sub-forwarder until he or she satisfies the claims of the forwarder arising from the forwarding agreement. [18 December 2008] Chapter 4 Commercial Storage Agreement Section 447. Concept of Commercial Storage Agreement Commercial storage agreement (hereinafter within the framework of this Chapter – storage agreement) shall be such agreement, by which a merchant dealing with storage of movable properties (keeper) undertakes to place the property handed over for storage in a warehouse or in another place suitable for storage and store it in favour of a depositor, and the depositor undertakes to pay the agreed remuneration. [18 December 2008] Section 448. Packaging, Labelling, Accompanying Documents of the Property and Obligation to Provide Information regarding Property (1) A depositor has an obligation, insofar as it is necessary, to package and label a property handed over for storage, to submit accompanying documents to the keeper, as well as to provide all information to him or her, which is necessary so that the keeper could fulfil his or her obligations. If dangerous property is handed over for storage, which due to its properties under certain conditions may cause explosion, fire or other damages, endanger human life, health, personal property or the environment, the depositor has an obligation to notify the keeper regarding the type of dangerousness of the property and the necessary safety measures in writing. (2) If the depositor is a consumer, the keeper has an obligation, insofar as it is necessary, to package and label the property handed over for storage. The depositor has an obligation to inform the keeper regarding dangerousness of the property. (3) Even if the depositor is not to be blamed, he or she shall be liable for losses and expenses caused to the keeper due to the following reasons: 1) the property was not appropriately packaged or labelled; 2) the keeper was not informed regarding dangerousness of the property; 3) the depositor failed to submit all the accompanying documents referred to in Paragraph one of this Section or has not provided the necessary information or the information was incomplete, inaccurate or false. (4) If the losses or expenses referred to in Paragraph three of this Section have been caused also due to the action of the keeper, the depositor has an obligation to reimburse losses or expenses. The amount of reimbursement to be paid shall depend on the extent of the losses or expenses being caused by the action of the depositor or the keeper. (5) If the depositor is a consumer, he or she shall be liable for losses or expenses in respect of the keeper in accordance with the provisions of Paragraphs three and four of this Section insofar as they have been caused due to the fault of the depositor. [18 December 2008] Section 449. Fungible Property Storage (1) A keeper is entitled to combine fungible property handed over for storage with any property of the same grade and quality only if the relevant depositors have explicitly permitted it. (2) If the keeper is entitled to combine properties handed over for storage, the owners thereof shall obtain joint ownership right in undivided shares to the properties handed over for storage starting from the day when the referred to properties are placed in a warehouse or in another place suitable for storage. [18 December 2008] Section 450. Property with Deficiencies or Damaged Property (1) If a property, which a keeper has received from a third party and which is to be stored in favour of a depositor, has external deficiencies or damages, the keeper has an obligation, in ensuring the rights of the depositor, to notify the third party regarding these deficiencies or damages without delay, to take care of the evidence attesting the condition of the property, as well as to notify the depositor thereof without delay. If the keeper fails to fulfil the referred to measures, he or she shall be liable for the losses caused to the depositor. (2) If after consent of the property for storage such changes occur or are likely to occur, which would cause damages to the keeper, he or she has an obligation to notify the depositor thereof without delay, but if a warehouse receipt has been issued – the last legitimised holder of the warehouse bill of lading known by him or her, as well as to request instructions from the depositor (the holder of the warehouse receipt) regarding further action in this matter. If the keeper is not able to receive the referred to instructions within appropriate period of time, the keeper is entitled to sell the property handed over for storage at expense of the depositor (the holder of the warehouse receipt), taking into account the provisions of Section 408, Paragraphs two and three of this Law or upon his or her preferences pursuant to the action of a respectable and accurate merchant, to perform other actions necessary for storage of the property. [18 December 2008] Section 451. Inspection of the Property Handed over for Storage and Measures for Preservation Thereof A keeper has an obligation to allow the depositor to inspect a property handed over for storage in usual working time, to take samples, as well as to allow the taking of measures necessary for the preservation of the property. The keeper has the right and, if fungible properties handed over for storage are combined, – an obligation to take measures necessary for the preservation of the property by himself or herself. [18 December 2008] Section 452. Duration of Storage (1) A depositor may reclaim from the keeper the property handed over for storage at any time. (2) If a storage agreement has been entered into for an indefinite period, the depositor is entitled to give a notice of termination of the storage agreement one month in advance. If the depositor has an important reason, he or she is entitled to give the notice of termination of the storage agreement, not taking into account the term of the notice. (3) The keeper may request that the depositor takes back the property handed over for storage only after termination of the agreed period of time, but, if the storage agreement has been entered into for an indefinite period, – by giving a notice of termination of the storage agreement one month in advance. If the keeper has an important reason, he or she is entitled to demand that the depositor takes back the property handed over for storage before termination of the agreed period of time, not taking into account the period of notice. If the keeper has issued a warehouse receipt, the notice of termination of the storage agreement and the claim regarding taking back of the property shall be directed against the last legitimised holder of the warehouse receipt known to him or her.
(2) The keeper is entitled to pass on a property transferred for storage to a third party for storage only if the depositor has allowed it. [18 December 2008] Section 454. Obligation of the Depositor to Reimburse Expenses of the Keeper A depositor has an obligation to reimburse expenses to the keeper, which according to the circumstances have been necessary for the fulfilment of the obligations of the keeper. [18 December 2008] Section 455. Responsibility of the Keeper Regarding Property Transferred for Storage (1) A keeper shall be liable for such damages, perishing, shortfall or destruction of a property transferred for storage from the time of receipt of the property until return thereof, which he or she could have prevented, observing the diligence of a respectable and accurate merchant. (2) The provisions of Paragraph one of this Section shall be applicable even if, in accordance with the provisions of Section 453, Paragraph two of this Law, the keeper of the properties transferred for storage has passed on for storage to a third party. [18 December 2008] Section 456. Limitation Period and Beginning of Limitation Period (1) Claims against a keeper regarding damages, perishing, shortfall, delay of return or destruction of a property transferred for storage shall expire within one year. If the keeper has acted in bad faith or admitted gross negligence, the referred to claims shall expire within three years. (2) If the property transferred for storage has not been preserved due to damages, perishing or shortfall, the limitation period shall begin on the day when the property transferred for storage is returned, but due to the delay of return of the property – on the day when the property should have been returned. In case of complete destruction of the property the limitation period shall begin on the day when the keeper notifies the depositor or the last legitimised holder of the warehouse receipt known by him or her regarding the referred to destruction if a warehouse receipt has been issued. [18 December 2008] Section 457. Lawful Right of Possessory Pledge of the Keeper (1) He or she has the lawful right of possessory pledge to a property transferred for storage and in the possession of the keeper, and this right ensures the claims of the keeper against the depositor arising from the storage agreement. (2) If a warehouse receipt of order is passed on to with endorsement, the keeper has the lawful right of possessory pledge in relation to the legitimised holder of the warehouse receipt, and this right ensures only those claims regarding payment of remuneration or reimbursement of expenses, which arise from the warehouse receipt or regarding the existence of which the legitimised holder of the warehouse receipt knew or did not know at the time of acquisition of the warehouse receipt due to gross negligence. [18 December 2008] Section 458. Warehouse Receipt (1) After consent of the property for storage the keeper may issue a warehouse receipt. The warehouse receipt is a security, in which the claim against the keeper regarding return of the property transferred for storage is registered. The warehouse receipt may be issued as a registered instrument, bearer securities or instrument to order. (2) The following information shall be indicated in the warehouse receipt: 1) a designation that the deed is a warehouse receipt; 2) the place and date of issuance of the warehouse receipt; 3) the name, registration number and legal address or the given name, surname, personal identity number (if the person does not have a personal identity number – the date of birth, the number and date of issue of a personal identification document, the state and authority, which issued the document) and place of residence of the depositor; 4) the firm name, registration number and legal address of the keeper; 5) the place (the address of the warehouse or other place suitable for storage) and the date when the property has been received for storage; 6) a designation adopted for characterisation of the property and the type of packaging thereof, but for a dangerous property – special and common designation thereof; 7) the number of packaging units, special labelling and numbering thereof; 8) the gross mass or quantity of the property in other units of measurement; 9) a note whether the fungible property transferred for storage is combined with other properties of the same grade and quality in accordance with the provisions of Section 449 of this Law. (3) In addition to the mandatory information referred to in Paragraph two of this Section the keeper may also indicate other information in the warehouse receipt. (4) The warehouse receipt shall be signed by the keeper.
(2) The warehouse receipt shall establish an assumption that, in terms of external appearance and status, as well as in terms of the number of units, labelling and numbering thereof, the keeper has accepted for storage such property and packaging thereof as described in the warehouse receipt. If the keeper has checked the gross weight or amount of the property transferred for storage in other units of measurement or also the content of the property and has indicated the results of such check in the warehouse receipt, the warehouse receipt shall establish an assumption that the weight, amount or content of the property complies with the information indicated in this receipt. The evidence to the contrary shall not be permissible if the warehouse receipt has been transferred to a third party of good faith. (3) The storage agreement shall prevail in mutual legal relations between the keeper and the depositor.
(2) Upon returning part of the properties transferred for storage, a relevant note shall be made in the warehouse receipt. The warehouse receipt shall be signed by the keeper. (3) The keeper shall be liable in respect of the legitimised holder of the warehouse receipt for such damages, which have occurred because the property transferred for storage has been returned without receiving the warehouse receipt or without making the note referred to in Paragraph two of this Section.
(2) The provisions for the purchase contract of the Civil Law and this Law shall be applied to the lease contract, insofar as it is not in contradiction with the provisions of this Chapter, in the following cases: 1) if it is agreed that the lessee has an obligation to buy out the property transferred for lease; or 2) if it is agreed that at the end of the duration of the lease contract, provided that the lessee has no unfulfilled commitments against the lessor, the lessee has the right to obtain the property transferred for lease into ownership without additional remuneration or for remuneration, which on the date when such opportunity could be used will be sufficiently low so that on the day of commencement of the use a justified certainty existed that the lessee will use this opportunity. (3) In other cases the provisions for the rental contract of the Civil Law shall be used insofar they are not in contradiction with the provisions of this Chapter.
(2) The lessee shall take the risk of failure to deliver the property. [18 December 2008] Section 465. Property with Deficiencies (1) If deficiencies of a property transferred for lease are determined, a lessee has an obligation to notify the seller thereof without delay and to bring claims against the seller arising from the purchase contract entered into, as well as claims arising from wrongful self-enrichment. (2) If the property with deficiencies is replaced by a property of the same grade without deficiencies, such replacement shall not affect the validity of the lease contract. [18 December 2008] Section 466. Use of the Property Transferred for Lease and Risks Related to Such Property (1) A lessee has an obligation to use a property transferred for lease as a respectable and accurate proprietor in accordance with the objectives and procedures specified in the lease contract, but if such objectives and procedures have not been agreed upon – in accordance with the common targets and procedures, as well as to cover all expenses related to the maintenance of the property transferred for lease. (2) The deficiencies (including legal restrictions) of a property transferred for lease, due to which it is not possible to use the property, shall not affect the obligation of the lessee to pay the remuneration agreed in the lease contract. (3) The risk of damaging, destruction, theft or loss of the property shall be transferred to the lessee after consent of the property. (4) In case of damaging, destruction, theft or loss of a property transferred for lease the lessee has an obligation to reimburse all losses to the lessor, except the loss of predicted profit. (5) If the use of a property transferred for lease is connected with increased dangerousness to others, all the risks arising from such dangerousness and the liability for losses, which have arisen due to the impact of the source of the increased dangerousness, shall be transferred to the lessee after receipt of this property.
1) a lessee who has delayed the term for payment of the agreed remuneration has not paid this remuneration within 15 days after receipt of a reminder from the lessor; 2) a seller has failed to transfer a property to a lessee within the period of time specified in the purchase agreement or the ownership rights to this property have not been transferred to the lessor due to circumstances not depending on him or her; or 3) a lessee, upon entering into the lease contract, has provided the lessor with false information regarding circumstances, which have a substantial meaning upon entering into the contract. [15 April 2010] Chapter 6 Factoring Contract Section 468. Concept of the Factoring Contract A factoring contract is such contract, by which one contracting party (customer) undertakes an obligation to transfer money claims of a client against a third party (debtor) known thereto, as well as to fulfil other commitments specified in the factoring contract to another contracting party – merchant (factor) for the agreed remuneration. [18 December 2008] Section 469. Claims to be Transferred (1) A client is entitled to transfer to a factor such money claims, the fulfilment of commitments of which has already set in, as well as such claims, which will arise in the future (future claims). The claims to be transferred shall be characterised in the factoring contract so that it would be possible to determine the present claims at the time of entering into the factoring contract, and future claims – not later than at the time of occurrence thereof. (2) A future claim shall be transferred to the factor at the time of occurrence thereof. [18 December 2008] Section 470. Validity of Transfer of Claim An agreement entered into by and between a debtor who is a merchant and a client, according to which the transfer of the client’s claims to another person is prohibited or restricted, shall not be valid in respect of the transfer of claims to such person who provides factoring services. [18 December 2008] Section 471. Liability of the Client for Authenticity and Safety of Claim (1) A client shall be liable to the factor for the authenticity of a claim transferred or to be transferred, unless it is otherwise agreed in the factoring contract. (2) The client shall not be liable to the factor for the safety of a claim transferred or to be transferred, unless it is otherwise agreed in the factoring contract. [18 December 2008] Section 472. Further Transfer of Claims The factor is not entitled to transfer a claim transferred to him or her further to another person, unless it is otherwise provided for in the factoring contract. [18 December 2008] Section 473. Payment A debtor has an obligation to fulfil the commitment complying with a claim by making a payment in favour of the factor, if the debtor has received a notification from the client or the factor regarding the transfer of this claim to the factor. The payment in favour of the factor shall release the debtor from the commitments complying with the claim against the client. [18 December 2008] Chapter 7 Franchise Contract Section 474. Concept of the Franchise Contract A franchise contract is such contract by which a merchant (franchisor) grants another contracting party (franchisee) the right to use a trade mark, other intellectual property rights, know-how for selling, distribution of goods or provision of services in accordance with the system developed and verified by the franchisor (franchise), and the franchisee pays the agreed remuneration. [18 December 2008] Section 475. Form of the Franchise Contract The franchise contract shall be entered into in writing. [18 December 2008] Section 476. Obligations of the Franchisor (1) A franchisor has an obligation to provide the following information in writing to the potential franchisees prior to entering into a franchise contract regarding franchise: 1) a general characterisation of the offered franchise complying with the actual circumstances; 2) evidence of the existence of the rights included in the franchise and general characterisation of the know-how; 3) duration of the franchise contract and the possibilities for extension thereof; 4) the amount of remuneration for the use of the franchise and the procedures for payment thereof; 5) other information, which the franchisor considers as necessary upon entering into the franchise contract. (2) The franchisor has an obligation to ensure that the intellectual rights specified in the franchise contract shall be valid throughout the time period of validity of this contract. (3) In accordance with the provisions of the franchise contract, the franchisor has an obligation to co-operate with the franchisee and to provide the support to him or her throughout the time period of validity of the franchise contract. The franchisor, in particular, has an obligation to train the franchisee, to provide him or her with commercial and technical assistance, accounting, delivery, logistics, management services, as well as other services and information, which is necessary for the use of the franchise in accordance with the provisions of the franchise contract. (4) The franchisor shall transfer to the franchisee all documents (instructions, permissions, licences, technical regulations, descriptions etc.), which are necessary for the use of the franchise in accordance with the franchise contract. (5) If the franchisee has an obligation to purchase goods only from the franchisor or a person specified by him or her, the franchisor has an obligation to ensure the supply of goods in reasonable time. (6) In case of application of Paragraph five of this Section the franchisor has an obligation to notify the franchisee in reasonable time regarding the delay of delivery period of goods or the inability to deliver goods in the amount agreed previously. (7) In accordance with the provisions of the franchise contract the franchisor has an obligation to ensure the measures of advertising and visibility of the franchise, taking care of maintaining the good reputation of the franchise. [18 December 2008] Section 477. Obligations of the Franchisee (1) A franchisee has an obligation to provide the franchisor with current and true information regarding the circumstances, which have a substantial meaning upon entering into a franchise contract, prior to entering into the franchise contract. (2) The franchisee has an obligation to use the franchise in accordance with the provisions of the franchise contract, obeying reasonable instructions of the franchisor, respecting the trade mark, other intellectual property rights, know-how for selling, distribution of goods or provision of services of the franchisor and without harming the good reputation of the franchisor. (3) The franchisee has an obligation not to use commercial secrets, which were entrusted or became known to the franchisee, using the franchise, in contradiction with the objective of the franchise contract and not to disclose them to third parties. Also the franchisee has such an obligation for five years after expiry of the franchise contract. (4) The franchisee has an obligation to provide the franchisor with information necessary for the fulfilment of commitments of the franchisor agreed upon in the franchise contract, as well as to allow the franchisor to check the work of the franchisee at the place of selling of goods or provision of services during usual working hours. [18 December 2008] Section 478. Consequences of the Franchise Contract (1) A legally entered into franchise contract shall impose an obligation to the contracting parties to fulfil the promised. Any of the contracting parties is entitled to terminate the franchise contract in cases and in accordance with the procedures specified in the Franchise Contract Law and in the franchise contract. (2) The contracting parties may withdraw from the franchise contract if the fulfilment of commitments has become to burdensome due to changes in impartial circumstances or if any contracting party, prior to entering into the franchise contract, has provided false information regarding circumstances which have a substantial meaning upon entering into the franchise contract. (3) If the fulfilment of commitments has become too burdensome due to impartial changes in circumstances, the contracting parties have an obligation to conduct discussions in order to amend the contract or to terminate it. A contracting party may refer to impartial changes in circumstances if: 1) the changes in circumstances have occurred after entering into the franchise contract; 2) the contracting party could not predict the changes in circumstances at the time of entering into the contract; or 3) the contracting party has not undertaken the risk of change in circumstances. (4) If the contracting parties are not able come to an agreement regarding amendments to the franchise contract or termination thereof within a month, any of the contracting parties is entitled to request that a court: 1) terminates the contract, determining the date of termination; or 2) amends the contract, determining fair division of losses and benefits caused by the changes in circumstances.
(2) The time period for restriction on competition may not exceed one year, counting from the day of termination of the franchise contract. (3) A franchisor has an obligation to pay the franchisee the agreed remuneration for the time period of restriction on competition. If the franchisor withdraws from the franchise contract due to threats to the good reputation or due to such substantial reason, which was based on blameable action of the franchisee, the franchisee shall lose his or her rights to receive the remuneration for the time period of restriction on competition.
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