Obligations of the seller and the customer
Obligations of the seller
Obligation to ensure ownership of goods
This is the first and most basic obligation of the seller. The seller is obliged to ensure:
1) The buyer's ownership of the sold goods is not disputed by a third party;
2) The goods must be legal;
3) The transfer of the goods is legal.
Obligation to ensure intellectual property rights of goods
The seller is obliged to ensure that the goods that are the subject of the contract are not goods that infringe intellectual property rights and must be responsible in case of disputes related to intellectual property rights of the sold goods, except in cases where the goods are produced, manufactured, or processed according to formulas, drawings, or detailed technical specifications provided by the buyer. In this case, the buyer must be responsible if there are any complaints or lawsuits related to the goods.
Obligation to deliver goods to the correct subject of the contract and related documents
The seller is responsible for delivering goods in accordance with the agreement in the contract: including delivering the correct subject of goods, correct quantity, quality, type, technical specifications... agreed upon by both parties.
In addition to delivering goods, the seller must also deliver documents related to the goods. These may be bills of lading, information about the goods, packaging and preservation specifications, instructions for use... This is a mandatory obligation even in cases where the two parties do not have an agreement.
“Article 34. Delivery of goods and documents related to goods
1- The seller must deliver goods and documents according to the agreement in the contract on quantity, quality, packaging and preservation methods and other provisions in the contract.
2- In cases where there is no specific agreement, the seller is obliged to deliver goods and related documents according to the provisions of this Law”.
In case of delivery to an incorrect recipient as agreed, the buyer has the right to refuse to receive the goods and request compensation if actual damage occurs.
Obligation to deliver goods at the agreed time and place
The seller is obliged to respect the agreements of the two parties on the time and place of delivery.
In case there is no agreement on the place of delivery, the place of delivery is determined as follows:
(i) In case the goods are objects attached to land, the seller must deliver the goods at the place where the goods are located;
In case the contract has provisions on the transportation of goods, the seller is obliged to deliver the goods to the first carrier;
(ii) In case the contract does not have provisions on the transportation of goods, if at the time of concluding the contract, the parties know the location of the warehouse, the location of the loading place or the place of production or manufacture of the goods, the seller must deliver the goods at that location;
(iii) In other cases, the seller must deliver the goods at the seller's place of business, if there is no place of business, the goods must be delivered at the seller's place of residence determined at the time of entering into the sales contract;
(iv) In case the parties do not agree on the exact time for delivery, but only agree on the delivery period, the seller is obliged to comply with this agreement, deliver the goods at any time within the specified delivery period, and must notify the buyer in advance.
In case there is no agreement on the delivery period, the seller must deliver the goods within a reasonable time after entering into the contract.
This reasonable time depends on a number of factors such as: the subject of the contract (are the goods subject to preservation conditions, perishable or not?), the urgent needs of the buyer and a number of other objective factors.
Another point to note is that delivery before the agreed time, that is, earlier, in this case the buyer has the right to refuse to receive if the parties do not have another agreement. Early delivery may cause the buyer to incur additional costs for storage, preservation, and protection of goods, especially for agricultural products, so the parties can specify this provision to avoid difficulties in determining the time of risk transfer.
Obligation to transfer ownership of goods
The nature of the sale of goods is the transfer of ownership of property from the seller to the buyer. The time of transfer of ownership of goods is determined as follows: unless otherwise provided by law or otherwise agreed by the parties, ownership is transferred from the seller to the buyer from the time the goods are transferred.
Liability for goods not in conformity with the contract
Goods not in conformity with the contract are goods in the following cases:
(i) Not suitable for the normal use of goods of the same type;
(ii) Not suitable for any specific purpose that the buyer has informed the seller or the seller should have known at the time of concluding the contract;
(iii) Not ensuring the quality as the quality of the sample goods that the seller has delivered to the buyer;
(iv) Not preserved or packaged in the usual manner for that type of goods or not in a suitable manner to preserve the goods in the absence of a normal preservation method.
In case the two parties do not have an agreement
