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The Civil Code of the Russian Federation

(with the Additions and Amendments of February 20, August 12, 1996,
October 24, 1997, July 8, December 17, 1999, April 16, May 15,
November 26, 2001, March 21, November 14, 26, 2002,
January 10, March 26, November 11, December 23, 2003)

Part II
Section IV
Chapter 30
Purchase and Sale
_ 1.
General Provisions on Purchase and Sale
_ 2.
Retail Sale
_ 3.
Delivery of Goods
_ 4.
Delivery of Goods for State Needs
_ 5.
Sale of Agricultural Produce
_ 6.
Power Supply
_ 7.
The Sale of Real Estate
_ 8.
The Sale of Enterprises

Chapter 30. Purchase and Sale

_ 1. General Provisions on Purchase and Sale


Article 454. Contract of Sale


1. By contract of sale one party (the seller) shall undertake to convey a thing (commodity) to the ownership of the other party (buyer), while the buyer shall undertake to accept this commodity and pay a definite amount of money (price) therefor.
2. Provisions stipulated by this paragraph shall be applied to the purchase and sale of securities and currency values unless the law establishes special rules for their purchase and sale.
3. In cases provided for by this Code or any other law the specific aspects of purchase and sale of particular goods shall be determined by laws and other legal acts.
4. Provisions stipulated by this paragraph shall be applicable to the sale of property rights, unless the contrary follows from the content or nature of these rights.
5. Provisions specified by this paragraph shall be applicable to particular kinds of the contract of sale (retail sale, delivery of goods, delivery of goods for state needs, contracting, power supply, sale of real estate, sale of an enterprise), unless the contrary is provided for by the rules of this Code for these kinds of contracts.

Article 455. The Condition of the Contract about Goods


1. Any things may be goods under the contract of sale due to the observance of the rules envisaged by Article 129 of this Code.
2. A contract may be concluded for the sale of goods to be on hand by the seller at the time of its conclusion, and also of goods which will be created or acquired by the seller in the future, unless otherwise stipulated by law or follows from the nature of goods.
3. The condition of the contract of sale shall be deemed to be agreed upon, if the contract makes it possible to determine the name and quantity of goods.

Article 456. The Duties of the Seller for the Transfer of Goods


1. The seller shall be obliged to transfer to the buyer goods provided for by the contract of sale.
2. Unless otherwise stipulated by the contract of sale, the seller shall be obliged to transfer together with the thing its accessories, and also documents related to it (technical certificate, quality certificate, operations instructions, etc.), envisaged by law, other legal acts or contracts.

Article 457. The Term of the Execution of the Duty to Transfer Goods


1. The term of the execution of the seller's duty to turn over goods to the buyer shall be determined by the contract of sale, and if the contract does not allow to determine this term, the term of the execution of this duty of the seller shall be determined by the rules stipulated by Article 314 of this Code.
2. The contract of sale shall be deemed to be concluded with the proviso of its performance by the strictly fixed date, if it follows succinctly from the contract that in case of breaking the term of its execution the buyer loses his interest in the contract. The seller shall have the right to perform such contract before the onset or after the expiry of the term fixed by it only with the buyer's consent.

Article 458. The Time of the Discharge of the Seller's Duty to Hand over Goods


1. Unless otherwise stipulated by the contract of sale, the duty of the seller to hand over goods to the buyer shall be deemed to be exercised at the time of: the delivery of goods to the buyer or the person indicated by him, if the contract provides for the seller's duty to deliver goods;
the placement of goods at the disposal of the buyer, if goods should be passed to the buyer or the person indicated by him in the place of location of goods. Goods shall be deemed to be placed at the buyer's disposal, when by the time specified by the contract goods are ready for the transfer in the proper place and the buyer is aware of the readiness of goods for such transfer in accordance with the contract's conditions. Goods shall not be deemed to be ready for transfer, if they have not been identified for the contract's purposes by marking or in any other way.
2. In cases when the contract of sale does not imply the seller's duty to deliver goods or turn them over to the buyer at the place of their location, the duty of the seller to turn them over the buyer shall be deemed to be performed at the time of handing over goods to the carrier or the communication organization for the delivery to the buyer, unless otherwise stipulated by the contract.

Article 459. The Transfer of the Risk of Accidental Destruction of Goods


1. Unless otherwise stipulated by the contract of sale, the risk of accidental destruction of goods or accidental damage of goods shall be transferred to the buyer since the time when in keeping with law or the contract the seller is deemed to have performed his duty of handing over goods to the buyer.
2. The risk of accidental destruction of, or accidental damage to, goods sold when they are in transit shall be transferred to the buyer since the time of concluding the contract of sale, unless otherwise stipulated by such contract or the customs of business turnover. The condition of the contract to the effect that the risk of accidental destruction of, or accidental damage to, goods is transferred to the buyer since the time of the delivery of goods to the first carrier may be recognized by a court of law as invalid on the demand of the buyer, if at the time of concluding the contract the seller knew or should known that the goods had been lost or damaged and failed to inform the buyer about this.

Article 460. The Duty of the Seller to Hand Over Goods Free from the Rights of Third Persons


1. The seller shall be obliged to give to the buyer goods free from any rights of third persons with the exception of the case when the buyer has agreed to accept goods encumbered with the rights of third persons. The seller's failure to discharge this duty shall entitle the buyer to demand a reduction of the price of goods or to cancel the contract of sale, if it is not proved that the buyer knew or should have known about the rights of third persons to these goods.
2. The rules, provided for by Item 1 of this Article, shall be applicable in that case as well when to the goods by the time of their transfer there had been claims from third persons, about which the seller had information if these claims were subsequently recognized as lawful in the established order.

Article 461. The Liability of the Seller in Case of the Withdrawal of Goods from the Buyer


1. If goods are withdrawal from the buyer by third persons on the grounds that arose before the execution of the contract of sale, the seller shall be obliged to compensate the buyer's losses, unless he proves that the buyer knew or should have known about these grounds.
2. The agreement of the parties thereto about the release of the buyer of the liability in case third persons reclaim the acquired goods from the buyer or about its restriction shall be null and void.

Article 462. The Duties of the Buyer and the Seller in Case of Bringing an Action About the Withdrawal of Goods


If a third party brings an action for the withdrawal of goods on the ground that arose before the execution of the contract of sale, the buyer shall be obliged to draw the seller to the participation in the case, whereas the seller shall be obliged to join this case on the side of the buyer.
The non-engagement by the buyer of the seller in the participation in the case shall absolve the seller from his liability to the buyer, if the seller proves that by taking part in the case he could prevent the withdrawal of sold goods from the buyer.
The seller who was involved by the buyer in the case but who failed to take part in it shall be deprived of the right to prove that the buyer conducted the case incorrectly.

Article 463. The Consequences of the Non-execution of the Duty to Hand Over Goods


1. If the seller refuses to give to the buyer the sold goods, the buyer shall have the right to waive the execution of the contract of sale.
2. If the seller refuses to give an individually definite thing, the buyer shall have the right to lay claims to the seller, provided for by Article 398 of this Code.

Article 464. The Consequences of the Non-execution of the Duty to Pass Accessories and Documents Relating to Goods


If the seller fails to pass or refuses to pass to the buyer accessories or documents relating to goods, which he should give in keeping with law, other legal acts or with the contract of sale (Item 2 of Article 456), the buyer shall have the right to fix the reasonable period of time for their transfer.
In case when the accessories and documents relating to goods have not been given by the seller in the said period of time, the buyer shall have the right to waive goods, unless otherwise stipulated by the contract.

Article 465. The Quantity of Goods


1. The quantity if goods subject to the transfer to the buyer shall be provided for by the contract of sale in corresponding units of measurement or in money terms. The condition of the quantity of goods may be agreed upon by fixing in the contract the order of its estimation.
2. If the contract of sale does not make it possible to estimate the quantity of goods subject to transfer, the contract shall not be deemed to be concluded.

Article 466. The Consequences of the Breach of the Condition for the Quantity of Goods


1. If the seller has passed to the buyer in breach of the contract of sale the less or quantity of goods than that specified in the contract, the buyer shall have the right to demand the missing quantity of goods or to waive the given goods and the payment for them, but the goods have been paid for, to demand the return of the paid sum of money.
2. If the seller has passed to the buyer goods in the quantity exceeding that specified in the contract of sale, the buyer shall be obliged to inform the seller about this in the procedure, provided for by Item 1 of Article 483 of this Code. If the seller has failed to dispose of the corresponding part of goods within the reasonable period of time, after the receipt of the buyer's information, the buyer shall have the right to accept all the goods, unless otherwise stipulated by the contract.
3. If the buyer accepts goods in the quantity exceeding that indicated in the contract of sale (Item 2 of this Article), the additionally accepted goods shall be paid for at the price specified for the goods accepted in conformity with the contract, unless the agreement between the parties thereto has fixed a different price.

Article 467. Assortment of Goods


1. If under the contract of sale goods are subject to transfer in a definite correlation according to kinds, models, size, colour and other properties (assortment), the seller shall be obliged to transfer goods in the assortment agreed upon by the parties thereto.
2. If assortment has not been determined in the contract of sale and the latter has not established the procedure for its definition, but it follows from the substance of the obligation that goods should be transferred to the buyer in assortment on the basis of the buyer's needs which were known to the seller at the time of concluding the contract or to refuse to execute this contract.

Article 468. The Consequences of Breaking the Condition of Goods Assortment


1. In case of the transfer of goods, stipulated by the contract of sale, in assortment inconsistent with the contract, the buyer shall have the right to refuse to accept them and pay for them, but if they have been paid for, to demand the return of the paid sum of money.
2. If alongside with goods whose assortment corresponds to the contract of sale the seller has given to the buyer goods with the breach of the assortment condition, the buyer shall have the right: to accept goods fitting with the assortment condition and to refuse to accept the rest of them;
to waive all the given goods;
to demand that goods which are at variance with the assortment condition should be replaced by goods in the assortment stipulated by the contract;
to accept all the given goods.
3. In case of the refusal from the goods whose assortment differs from the condition of the contract of sale or in case of making a claim for the replacement of goods inconsistent with the assortment condition, the buyer shall have the right to refuse to pay for these goods, but if they have been paid for, to demand the refund of the paid sum of money.
4. Goods running at variance with the assortment condition of the contract of sale shall be deemed to be accepted, unless the buyer informs the seller about his refusal to take goods within the reasonable period after their receipt.
5. If the buyer has not refused to accept goods whose assortment runs counter to the contract of sale, he shall be obliged to pay for them at the price agreed upon with the seller. In case where the seller has not taken the necessary measures of adjusting the price within the reasonable period, the buyer shall pay for goods at the price which at the time of concluding a contract under comparable circumstances has been usually charged for similar goods.
6. The rules of this Article shall be applied, unless otherwise stipulated by the contract of sale.

Article 469. The Quality of Goods


1. The seller shall be obliged to transfer to the buyer goods whose quality corresponds to the contract of sale.
2. In the absence of quality terms in the contract of sale the seller shall be obliged to hand over to the customs goods suitable for the purposes for which goods of this sort are usually used. If the seller was informed by the buyer about the concrete purposes of the acquisition of goods during the conclusion of the relevant contract, the seller shall be obliged to transfer to the buyer goods suitable for use in conformity with these purposes.
3. In case goods are sold according to sample and/or description the seller shall be obliged to hand over goods which correspond to the sample and/or their description.
4. If by a law or in a procedure established by a law for mandatory requirements for the quality of saleable goods, the seller engaged in business shall be obliged to transfer to the buyer goods which meet these mandatory requirements. Under the agreement between the seller and the buyer the former may hand over to the latter goods meeting the higher requirements for quality as compared with the mandatory requirements stipulated by a law or in a procedure established by a law.

Article 470. The Guarantee of the Quality of Goods


1. Goods which the seller is obliged to hand over to the buyer shall correspond to the requirements, stipulated by Article 469 of this Code, at the time of their transfer to the buyer, unless the contract of sale provides for a different time of defining the compliance of goods with these requirements and within the reasonable period goods shall be suitable for the purposes for which goods of this sort are usually used.
2. In case where the contract of sale provides for the submission by the seller of the guarantee of the quality of goods, the seller shall be obliged to transfer to the buyer goods which should meet the requirements, stipulated by Article 469 of this Code, during the time fixed by the contract (guarantee period).
3. The guarantee of the quality of goods shall also extend to all the complementary parts, unless otherwise provided for by the contract of sale.

Article 471. The Reckoning of the Guarantee Period


1. The guarantee period shall start to run since the time of transfer of goods to the buyer (Article 457), unless otherwise stipulated by the contract of sale.
2. If the buyer is deprived of the possibility to use goods, for which the contract has provided the guarantee period, due to the circumstances under the control of the seller, the guarantee period shall not run until the removal of relevant circumstances by the seller. Unless otherwise stipulated by the contract of sale, the guarantee period shall be prolonged for the time during which goods could not be used because of the discovered shortcomings, provide the seller is informed about the defects of goods in the order established by Article 483 of this Code.
3. Unless otherwise stipulated by the contract of sale, the warranty period for complementary parts shall be deemed to be equal to the guarantee period for the basic item and shall begin to run simultaneously with the guarantee period for the basic item.
4. A guarantee period shall be established for goods (complementary parts), in which defects (Article 476) have been discovered during the guarantee period. This guarantee period shall be of the same duration that applies to the replaced goods, unless otherwise stipulated by the contract of sale.

Article 472. The Serviceable Life of Goods


1. By a law or in a procedure established by a law there may be stipulated the obligation to determine the period of time at the expiration of which the goods are considered unsuitable for use for their regular purpose (period of suitability).
2. Goods for which the serviceable life has been fixed shall be transferred by the seller to the buyer with all allowance for their use by designation before the expiry of the serviceable life, unless otherwise stipulated by the agreement.

Article 473. The Reckoning of the Serviceable Life of Goods


The serviceable life of goods shall be determined by the period of time, calculated since the day of their manufacture, during which goods are fit for use, or by the date before which goods are fit for use.

Article 474. Quality Inspection


1. Quality inspection may be provided for by the law, other legal acts and the mandatory requirements of state standards or by the contract of sale. Procedure for quality inspection shall be introduced by the law, other legal acts, the mandatory requirements of state standards or by the contract. In cases there inspection procedure is established by the law, other legal acts and the mandatory requirements of state standards, the procedure of quality inspection of goods, determined by the contract, shall comply with these requirements.
2. If procedure for quality inspection is not introduced in keeping with Item 1 of this Article, the inspection of the quality of goods shall be carried out in accordance with the customs of the volume of business or with other commonly used terms of the quality inspection of goods subject to transfer under the contract of sale.
3. If the law, other legal acts, the mandatory requirements of state standards or the contract of sale provide for the duty of the seller to inspect the quality of goods to be transferred to the buyer (testing, analysis, inspection, etc.), the seller shall present to the buyer proof of quality inspection.
4. Procedure, and also other terms of the quality inspection of goods, carried out both by the seller and the buyer, shall be the same.

Article 475. The Consequences of the Transfer of Goods of Improper Quality


1. Unless defects of goods were specified by the seller, the buyer to whom substandard goods have been handed over shall have the right to demand from the seller at his option: - a proportionate reduction in the purchase price;
- gratuitous removal of defects in goods within the reasonable period of time;
- compensation of his expenses incurred in the removal of the defects of goods.
2. If the requirements for the quality of goods have been breached substantially (discovery of irremovable defects, defects which cannot be removed without disproportionate costs or costs of time, recurrent defects or newly emerged defects after their removal, and of other similar shortcomings), the buyer shall have the right to act at his option: to refuse to fulfil the contract of sale and to demand the sum of money paid for the goods;
to demand the substitution of proper goods corresponding to the contract for the goods of improper quality.
3. Claims for the removal of defects or for the substitution of goods, referred to in Items 1 and 2 of this Article, may be made by the buyer, unless the contrary follows from the nature of goods or the substance of the obligation.
4. In the event of the improper quality of some part of goods that make up the set (Article 479) the buyer shall have the right to exercise, in respect of this part of goods, the rights, envisaged by Items 1 and 2 of this Article.
5. The rules, provided for by this Article, shall be applicable, unless the present Code or any other law establishes the contrary.

Article 476. Defects of Goods for Which the Seller Is Responsible


1. The seller shall be responsible for the defects of goods, if the buyer proves that they had arisen before they were transferred to him or for the reasons that emerged before this occurrence.
2. The seller shall bear responsibility for the defects of the goods to which he accorded the guarantee of quality, unless he proves that these defects arose after the goods had been handed over the buyer in consequence of the breach by the buyer of the rules of using goods or of their storage, or in consequence of the actions of third persons or force majeure.

Article 477. Time-limits of Discovery of Defects in Transferred Goods


1. Unless otherwise stipulated by the law or the contract of sale, the buyer shall have the right to make claims associated with defects of goods, provided they have been discovered in the time-limits fixed by this Article.
2. If no guarantee period or serviceable life is established for goods claims for defects in goods may be made by the buyer, provided that the defects of goods sold have been discovered in the reasonable period of time, but within two years since the day of transfer of goods to the buyer or within the longer period of time, when it is fixed by the law or the contract of sale. The time-limit for the discovery of shortcomings in goods subject to carriage or dispatch by post shall be reckoned since the day of the delivery of goods to the place of their destination.
3. If a guarantee period has been fixed for goods, the buyer shall have the right to make claims associated with defects of goods upon the discovery of defects during the guarantee period. If a warranty period has been fixed for complementary parts in the contract of sale of lesser duration than for the basic unit, the buyer shall have the right to make claims for the defects in a complementary part upon their discovery during the guarantee period for the basic unit.
If a guarantee period is fixed for a complementary part in the contract for longer duration than the guarantee period for the basic unit, the buyer shall have the right to make claims for defects of goods, if defects of the complementary part have been discovered during its guarantee period, regardless of the expiry of the guarantee period for the basic unit.
4. The buyer shall have the right to make claims for the defects of goods with serviceable life, if they have been discovered during their serviceable life.
5. In cases where the guarantee period stipulated by the contract makes up less than two years and defects in goods were discovered by the buyer upon the expiry of the guarantee period, but within two years since the day of the transfer of goods to the buyer, the seller shall bear responsibility, if the buyer proves that the defects of goods arose before they had been handed over to the buyer or for the reasons that emerged before this occurrence.

Article 478. Complete Sets of Goods


1. The seller shall be obliged to hand over to the buyer goods corresponding to the terms of the contract of sale on completeness.
2. If the contract of sale has not defined the complete set of goods, the seller shall be obliged to hand over to the buyer goods whose completeness is determined by the customs of the volume of business or by other usually made claims.

Article 479. A Set of Goods


1. If the contract of sale provides for the duty of the seller to hand over to the buyer a definite set of goods, the obligation shall be deemed to be fulfilled since the time of the transfer of all goods included in the set.
2. Unless otherwise stipulated by the contract of sale and unless the contrary follows from the substance of the obligation concerned, the seller shall be obliged to transfer at once to the buyer all the goods included in the set.

Article 480. The Consequences of the Transfer of Incomplete Sets of Goods


1. If an incomplete set of goods is transferred (Article 478), the buyer shall have the right to demand from the seller at his option: - a proportionate reduction of the purchase price;
- the completing of goods within the reasonable period of time.
2. If the seller has failed to fulfil the claims of the buyer for completing goods within the reasonable period of time, the buyer shall have the right at his option: to demand the substitution of complete goods for incomplete goods;
to waive the execution of the contract of sale and demand the refund of the paid sum of money.
3. The consequences, envisaged by Items 1 and 2 of this Article, shall also be applied in case of the breach by the seller of his duty to hand over to the buyer a set of goods (Article 479), unless otherwise stipulated by the contract of sale and unless the contrary follows from the substance of the obligation.

Article 481. Tare and Packaging


1. Unless otherwise stipulated by the contract of sale and unless the contrary follows from the substance of the obligation, the seller shall be obliged to hand over goods in tare and/or in packaging, except for goods which do not require tare and/or packaging in view of their character.
2. If the contract of sale has not determined the requirements for tare and packaging, goods shall be bagged and/or packaged by the usual method, and in the absence of such method by the method that ensures the safety of goods of such kind under the usual conditions of storage and transportation.
3. If the statutory order provides for mandatory requirements for tare and/or packaging, the seller engaged in business shall be obliged to hand over goods to the buyer in tare and/or in packaging meeting these mandatory requirements.

Article 482. The Consequences of the Transfer of Goods Without Tare and/or Packaging or in Improper Tare and/or Packaging


1. In cases where goods subject to bagging and/or packaging are handed over to the buyer without tare and/or packaging, the buyer shall have the right to demand that the seller should bag and/or pack goods or to replace improper tare and/or packaging, unless the contrary follows from the contract, the substance of the obligation or the nature of goods.
2. In cases, provided for by Item 1 of this Article, the buyer shall have the right to make to the seller claims following from the transfer of goods of improper quality (Article 475) instead of the claims, referred to in this Item.

Article 483. The Notification of the Seller about the Improper Execution of the Contract of Sale


1. The buyer shall be obliged to inform the seller about the breach of the term of the contract of sale on the quantity, assortment, quality, completeness, tare and/or package of goods within the period provided for by the law, other legal acts or the contract, and if such period has not been fixed, within the reasonable period after the breach of the corresponding term of the contract should have been discovered by proceeding from the character and designation of goods.
2. In case of non-fulfilment of the rule, envisaged by Item 1 of this Article, the seller shall have the right to refuse in full or in part from the satisfaction of the claims of the buyer on the transfer to him of the missing quantity of goods, on the replacement of goods that do not meet the terms of the contract of sale, on the quality and assortment of goods, on the removal of defects of goods, on completing goods or on the substitution of complete goods for incomplete goods, on the bagging and/or packing of goods or on the replacement of substandard tare and/or packaging of goods, if he proves that the non-fulfilment of his rule by the buyer has involved the impossibility of satisfying his claims or entails for the seller the incommensurable expenses as compared with those he would have incurred, has he been informed in due time about the breach of the contract.
3. If the seller knew or should known about the fact that the transferred goods did not correspond to the terms of the contract of sale, he shall not have the right to refer to the provisions, stipulated by Items 1 and 2 of this Article.

Article 484. The Duty of the Buyer to Accept Goods


1. The buyer shall be obliged to accept goods given to him with the exception of cases where he has the right to demand that goods be replaced or to refuse to fulfil the contract of sale.
2. Unless otherwise stipulated by the law, other legal acts or the contract of sale, the buyer shall be obliged to perform actions which in keeping with the usual claims are needed on his part to ensure the transfer and receipt of relevant goods.
3. In cases where the buyer in contravention of the law, other legal acts or the contract of sale does not accept goods or refuses to accept them, the seller shall have the right to demand that the buyer should accept goods or refuse to fulfil the contract.

Article 485. The Price of Goods


1. The buyer shall be obliged to pay for goods at the price, specified by the contract of sale at the price fixed in accordance with Item 3 of Article 424 of this Code unless the contract provides for the price and unless it may be estimated by proceeding from its terms, and also perform actions at his own expense, which in conformity with the law, other legal acts, the contract or the usual requirements are necessary for making payments.
2. When price is set depending on the weight of goods, it shall be estimated according to the net weight, unless otherwise stipulated by the contract of sale.
3. If the contract of sale provides that the price of goods is subject to change depending on the indices stipulating the price of goods (cost price, expenses, etc.), but at the same time does not determine the method of revision of prices, the price shall be estimated by proceeding from the correlation of these indices at the time of concluding the contract and transferring goods. In case the seller delays the fulfilment of the duty of handing over goods, the price shall be estimated from the correlation of these indices at the time of concluding the contract, and the contract does not provide for this, at the time fixed in keeping with Article 314 of this Code. The rules envisaged by this Item shall be applicable, unless otherwise stipulated by this Code, other law, other legal acts or the contract and unless the contrary follows from the substance of the obligation concerned.

Article 486. The Payment for Goods


1. The buyer shall be obliged to pay for goods directly before or after the transfer of goods by the seller, unless otherwise stipulated by this Code, other laws, other legal acts or the contract of sale and unless the contrary follows from the substance of the obligation concerned.
2. If the contract of sale does not provide for payments for goods by instalment, the buyer shall be obliged to payment to the seller the full price for the transferred goods.
3. If the buyer does not pay for the goods transferred to him in keeping with the contract of sale, the seller shall have the right to demand the payment for goods and interest payment in accordance with Article 395 of this Code.
4. If the buyer refuses to accept goods and pay for them in contravention of the contract of sale, the seller shall have the right at his option to demand either the payment for goods or to refuse to fulfil the contract.
5. In cases where in keeping with the contract of sale the seller shall be obliged to hand over to the buyer the goods which have not been paid by the buyer and other goods, the seller shall have the right to suspend the transfer of these goods until the time when all the goods handed over earlier are paid in full, unless otherwise stipulated by the law, other legal acts or the contract.

Article 487. The Tentative Payment for Goods


1. In cases where the contract of sale provides for the duty of the buyer to pay for goods in full or in part before the transfer by the seller of goods (tentative payment), the buyer shall make payment within the period provided for by the contract, and if such period is not envisaged by the contract, within the period, determined pursuant to Article 314 of this Code.
2. In case of default on the duty by the buyer to pay for goods use shall be made of the rules, envisaged by Article 328 of this Code.
3. If the seller who has received the sum of tentative payment fails to discharge the duty of transferring goods within the fixed period (Article 457), the buyer shall be obliged to demand the transfer of the paid goods or the refund of the sum of the tentative payment for goods which have not been handed over by the seller.
4. If the seller fails to perform the duty of transferring the tentatively paid goods and unless the contrary is stipulated by the contract of sale, interest shall be paid to the amount of the tentative payment pursuant to Article 395 of this Code since the day when under the contract the goods should have been handed over till the day of the transfer of goods to the buyer or the refund to him of the tentatively paid sum of money. The contract may provide for the duty of the seller to pay interest to the amount of the tentative payment since the day of the receipt of this sum from the buyer.

Article 488. Payment for Goods Sold on Credit


1. If the contract of sale provides for the payment for goods over a definite period of time after they are handed over to the buyer (sale of goods on credit), the buyer shall effect the payment on due date envisaged by the contract, and if such date is not stipulated by the contract, on due date defined in keeping with Article 314 of this Code.
2. In case of default on the duty by the seller to transfer goods, use shall be made of the rules, provided for by Article 328 of this Code.
3. If the buyer who has received goods does not fulfil the duty of payment for them within the period fixed by contract of sale, the seller shall be obliged to demand payment for he transferred goods or the refund of the goods not paid for.
4. If the buyer fails to fulfil the duty of paying for the transferred goods in the period stipulated by the contract and unless the contrary is specified by this Code or the contract of sale, interest shall be paid to the amount of the overdue sum of money in keeping with Article 395 of this Code from the day when the goods should have been paid for to the day of payment for goods by the buyer. The contract may provide for the duty of the buyer to pay interest to the amount corresponding to the price of goods beginning with the day of the transfer of the goods by the seller.
5. Unless otherwise stipulated by the contract of sale, the goods sold on credit from the time of their transfer to the buyer and to their payment shall be recognized as held in pledge by the seller for the guaranteed execution by the buyer of his duty to make payment for the goods.

Article 489. Payment for Goods by Instalment


1. The contract for sale of goods on credit with the proviso on the instalment of date shall be deemed to be concluded, if it indicated the price of goods, the procedure, period and amount of payments alongside with other essential terms of the contract of sale.
2. When the buyer fails to make a regular payment for the goods sold by instalment and transferred to him within the period stipulated by the contract, the seller shall have the right, unless otherwise provided for by the contract, to refuse execute the contract and demand the refund of the sold goods with the exception of cases where the sum of payments received from the buyer exceeds half of the price of the goods.
3. The rules envisaged by Items 2, 4 and 5 of Article 488 of this Code shall be applicable to the contract for sale on credit.

Article 490. Insurance of Goods


The contract of sale may provide for the duty of the seller or the buyer to insure goods.
If the party duty-bound to ensure goods does not effect insurance in keeping with the contract terms, the other party shall have the right to ensure these goods and demand that the duty-bound party reimburse the expenses on insurance or refuse to execute the contract.

Article 491. The Preservation of the Right of Property for the Seller


In cases where the contract of sale provides that the right of property in the goods handed over to the buyer is preserved for the seller before the payment for the goods or the onset of other circumstances, the buyer shall not have the right to alienate the goods or dispose of them in any other way before the transfer of the right of ownership to him, unless otherwise stipulated by the law or the contract or unless the contrary follows from the designation and property of the goods.
In cases where the transferred goods are not paid for within the period specified by the contract or where other circumstances emerge under which the right of property passes to the buyer, the seller shall have the right to demand the return of the goods to him, unless otherwise stipulated by the contract.

_ 2. Retail Sale


Article 492. The Contract of Retail Sale


1. Under the contract of retail sale the seller engaged in the business of retail sales shall undertake to hand over to the buyer goods intended for personal, family, home and any other use unrelated with business activity.
2. The contract of retail sale shall be a public agreement (Article 426).
3. The laws on the protection of the consumers' rights and other legal acts, adopted in accordance with them, shall be applicable to the relations covered by the contract of retail sale with the participation of the buyer-individual but not regulated by this Code.

Article 493. The Form of the Contract of Retail Sale


Unless otherwise stipulated by the law or the contract of retail sale, including by the terms of law blanks or other standard forms, to which the buyer joins (Article 428), the contract of retail sale shall be deemed to be concluded in the proper form since the time of the issue by the seller to the buyer of a cash-desk ticket or a sale receipt, or any other document confirming payment for goods. The lack of said documents shall not deprive the buyer of the possibility of referring to testimony by witnesses in corroboration of the conclusion of the contract and its terms and conditions.

Article 494. The Public Offer of Goods


1. The offer of goods in advertisement, merchandise catalogues and descriptions of goods, referred to people at large, shall be recognized as a public offer (Item 2 of Article 437), if it contain all the essential terms and conditions of the retail sale contract.
2. The putting up of goods in places of sales (on counters, in windows, etc.), the demonstration of other samples or the presentation of information about goods sold (descriptions, catalogues, photographs of goods, etc.) in places of sales shall be recognized as a public offer, regardless of the fact whether the price or other essential terms and conditions of the retail sale contract, except for the case when the seller has clearly determined that relevant goods are not intended for sale.

Article 495. The Presentation of Information about Goods to the Buyer


1. The seller shall be obliged to present to the buyer the requisite and trustworthy information about goods offered for sale, which corresponds to the requirements, established by the law, other legal acts and usually made in retail sale, for the substance and methods of presenting such information.
2. The buyer shall have the right, before the conclusion of a contract of retail sale, to inspect goods, demand the check-up of their properties or their demonstration, unless this is excluded due to the nature of goods and contradict the rules accepted in retail sale.
3. Unless the buyer is given the possibility of receiving forthwith in the place of sale information about goods, referred to in Items 1 and 2 of this Article, he shall be entitled to demand from the seller the compensation for the losses caused by the unwarranted evasion from the conclusion of the contract of retail sale (Item 4 of Article 445), and if the contract has been concluded, to refuse within the reasonable period of time from the execution of the contract, to demand the refund of the paid sum of money and the compensation for other losses.
4. The seller who has not offered to the buyer the possibility of receiving relevant information about goods shall also bear liability for the defects of goods which arose after their transfer to the buyer, if the proves that they had arisen in the absence of such information.

Article 496. The Sale of Goods with the Proviso That the Buyer Accepts Them Within the Fixed Period of Time


The contract of retail sale may be concluded with the proviso that the buyer accepts goods within the fixed period of time, fixed by the contract, during which these goods may not be sold to another buyer.
Unless otherwise stipulated by the contract, the failure of the buyer to appear or the non-commission of other necessary actions for the acceptance of goods in the period of time fixed by the contract may be regarded by the seller as a ground for the refusal of the buyer to fulfil the contract.
The seller's additional expenses on the secured transfer of goods to the buyer in the period of time fixed by the contract shall be included in the price of goods, unless otherwise stipulated by the law, other legal acts or the contract.

Article 497. The Sale of Goods by Sample


1. A contract of retail sale may be concluded on the basis of the familiarization of the buyer with the sample of goods (its description, the merchandise catalogue, etc.) offered by the seller.
2. Unless otherwise stipulated by the law, other legal acts or the contract, the contract of retail sale by sample shall be deemed to be fulfilled since the time of the delivery of goods to the place indicated in the contract, but if the place of the transfer of goods has not been determined by the contract, since the time of the delivery of goods to the buyer in the place of residence of an individual or the place of location of a legal entity.
3. Before the transfer of goods the buyer shall have the right to refuse to fulfil the contract of retail sale, provided that the seller's necessary expenses incurred on the commission of actions for the fulfilment of the contract are compensated.

Article 498. The Sale of Goods with the Use of Vending Machines


1. In cases where goods are sold with the use of vending machines, the owner of these machines shall be obliged to bring to the notice of buyers information about the seller by putting up on the machine the data on the name (firm's name) of the seller, the place of his location, the conditions of his work, and also on the actions to be committed by the buyer for the receipt of goods or by presenting to the buyer such data by any other method.
2. The contract of retail sale with the use of vending machines shall be deemed to be concluded since the time of the commission by the buyer of the actions necessary for the receipt of goods.
3. If paid goods are not handed over to the buyer, the seller shall be obliged, on the demand of the buyer, forthwith to hand over goods to him or to return the sum of money paid by him.
4. In cases where the vending machine is used for change, the acquisition of currency notes, the rules for retail sale shall be applied, unless the contrary follows from the substance of the obligation concerned.

Article 499. The Sale of Goods with the Proviso of Their Delivery to the Buyer


1. If the contract of retail sale has been concluded with the proviso of the delivery of goods to the buyer, the seller shall be obliged to deliver goods to the place indicated by the buyer within the period of time, fixed by the contract, and if the place of delivery of goods has not been indicated by the buyer, goods shall be delivered to the place of residence of the buying individual or the place of location of the buying legal entity.
2. The contract of retail sale shall be deemed to be executed since the time goods have been handed over to the buyer, and in the absence of the latter, to any other person who has produced the receipt or any other document testifying to the conclusion of the contract or to the completion of the delivery of goods, unless otherwise stipulated by the law, other legal acts or the contract and unless the contrary follows from the substance of the obligation concerned.
3. If the contract fails to fix the time of delivery of goods for handing over to the buyer, goods shall be delivered within the reasonable period of time after the receipt of the buyer's claim.

Article 500. The Price and Payment for Goods


1. The buyer shall be obliged to pay for goods at the price quoted by the seller at the time of concluding the retail sale contract, unless otherwise stipulated by the law or other legal acts or unless follow from the substance of the obligation concerned.
2. If the retail sale contract provides for the tentative payment for goods (Article 487), the non-payment by the buyer of goods in the period of time foxed by the contract shall be deemed to be the buyer's refusal to fulfil the contract, unless otherwise stipulated by the agreement of the parties thereto.
3. The rule envisaged by the first paragraph of Item 4 of Article 488 of this Code shall not be applied to the contracts of retail sale on credit, including to those with the proviso of payment by the buyer for goods by instalment. The buyer shall have the right to pay for goods at any time within the contractual period of instalment of date.

Article 501. The Contract of Hire and Sale


Under the contract the buyer shall be a hirer (leaseholder) of goods given to him (contract of hire and sale) prior to the transfer of ownership of goods to the buyer (Article 491).
Unless otherwise stipulated by the contract, the buyer shall become the owner of goods since the time of payment for goods.

Article 502. Exchange of Goods


1. The buyer shall have the right, during 14 days since the time of the transfer of non-food products to him, if no longer period is declared by the seller, to exchange the bought products in the place of purchase and in other places, announced by the seller, for similar products of a different size, form, clearance, style, colour or complete set by making the necessary resettlement with the seller if there is a difference in price. If the seller has no goods at his disposal needed for exchange, the buyer shall have the right to return to the seller the acquired goods and receive the sum of money paid for them.
The demand of the buyer for exchange or the return of goods shall be subject to satisfaction, unless goods have been in use, retained their consumer properties and there is evidence that they have been bought from the given seller.
2. The list of goods which are not subject to exchange or return according to the grounds, referred to in this Article, shall be determined in the order prescribed by the law or other legal acts.

Article 503. The Right of the Buyer in Case of Sale to Him of Goods of Improper Quality


1. The buyer to whom goods of improper quality are sold, if its defects have not been specified by the seller, shall have the right to demand at his option: the replacement of substandard goods with goods of proper quality;
appropriate reduction in the purchase price;
compensation for the expenses incurred in the removal of defects of goods.
The buyer shall have the right to demand the replacement of hi-tech or expensive goods in case of the substantial breach of requirements for their quality (Item 2 of Article 475).
2. In case of the discovery of defects of goods whose properties make it possible to remove them (food products, household chemical goods, etc.) the buyer shall have the right to replace such goods by goods of proper quality or a proportionate reduction in the purchase price.
3. In place of producing requirements, referred to in Items 1 and 2 of his Article the buyer shall have the right to refuse to execute the contract of retail sale and demand the return of the sum of money paid for goods. In this case the buyer shall return the received goods of improper quality on the demand of the seller and at his expense.
In case of the return by the buyer of the sum of money paid for goods the seller shall have no right to withdraw from it the sum of money for which the value of goods fell due to the full or partial use of goods, the loss of vendibility or other similar circumstances.

Article 504. Compensation for the Difference in Price When Goods Are Replaced, the Purchase Price Is Reduced and Goods of Improper Quality Are Returned


1. When substandard goods are replaced by goods of proper quality that correspond to the retail sale contract, the seller shall have no right to demand compensation for the difference between the price of goods specified by the contract and the price of goods existing at the time of the substitution of goods or of the delivery by the court of its decision on the replacement of goods.
2. In case of replacement of substandard goods by similar goods of proper quality but with different size, style, sort or other distinctive features, the difference between the price of the replaceable goods at the time of substitution and the price of goods handed over in place of substandard goods shall be subject to compensation. If the demand of the buyer has not been satisfied by the seller, the price of replaceable goods and the price of goods handed over in place of them shall be fixed at the time of the delivery by the court of its decision on the substitution of goods.
3. If a demand is made on an adequate reduction in the purchase price of goods, it is necessary to take into account the price of goods at the time of making a demand on their price reduction, and if the buyer's demand has not been satisfied of one's own accord, at the time of the delivery by the court of its decision on the proportionate reduction of the price.
4. If substandard goods are returned to the seller, the buyer shall have the right to demand compensation for the difference between the price of goods fixed by the retail sale contract and the price of appropriate goods at the time of the voluntary satisfaction of his demand, and if this demand has not been satisfied of his own accord, at the time of the delivery by the court of its decision.

Article 505. The Liability of the Seller and the Fulfillment of the Obligation in Kind


In case of default on the seller's obligation under the contract of retail sale, the compensation of losses and the payment of a penalty shall not absolve the seller from the obligation in kind.

_ 3. Delivery of Goods


Article 506. Contract for Delivery


Under the contract for delivery the supplier-seller engaged in business shall undertake to transfer to the buyer goods produced or purchased by him within the fixed period or periods of time for use in business or for other purposes unrelated to personal, family, home or any other use.

Article 507. Settlement of Disagreements During the Conclusion of the Contract for Delivery


1. When during the conclusion of a contract for delivery disagreements arose between the parties over particular terms and conditions of the contract, the party which has offered to conclude the contract and received from the other party the proposal on the adjustment of these terms and conditions shall, during 30 days since the day of receipt of this proposal, unless a different date is fixed by law and agreed upon between the parties, take measures on the coordination of the relevant terms and conditions of the contract or notify in writing the other party about the refusal to conclude it.
2. The party which has received the proposal under the corresponding terms and conditions of the contract but has not taken measures to coordinate the terms and conditions of the contract for delivery and has not notified the other party about the refusal to conclude the contract on due date, provided for by Item 1 of this Article, shall be obliged to compensate the losses caused by the evasion from the coordination of the terms and conditions of the contract.

Article 508. Periods of Delivery of Goods


1. In case where the parties provide for the delivery of goods during the validity term of the contract for delivery by individual consignments and where the periods of delivery of individual batches (periods of delivery) have not be defined, goods shall be delivered by even shipments monthly, unless the contrary follows from the law, other legal acts, the substance of obligations and the customs of business turnover.
2. The contract for delivery may establish a schedule of shipments of goods (by decade, day, hour, etc.) in addition to the definition of periods of delivery of goods.
3. Prior delivery of goods may be made with the consent of the buyer. Goods supplied short of the term and accepted by the buyer shall be counted towards the quantity of goods subject to delivery in the next period.

Article 509. The Procedure for Delivery of Goods


1. Goods shall be delivered by the supplier by means of shipment (transfer) of goods to the buyer who is a party to the contract for delivery or to the person indicated in the contract as a consignee.
2. In case where the contract for delivery provides for the right of the buyer to give to the supplier directions on the shipment (transfer) of goods to consignees (shipment warrants), goods shall be shipped (transferred) by the supplier to the consignees, referred to in the shipment warrant. The consent of the shipment warrant and the date of its sending by the buyer to the supplier shall be determined by the contract. If the contract does not provide the time of sending a shipment warrant, the latter shall be sent to the supplier within 30 days before the onset of the period of delivery.
3. The non-submission of a shipment warrant by the buyer within the fixed period of time shall entitle the supplier either to renounce the execution of the contract for delivery or to demand that the buyer pay for goods. Moreover, the supplier shall have the right to claim damages caused in connection with the non-submission of the shipment warrant.

Article 510. Delivery of Goods


1. Delivery of goods shall be made by the supplier by means of their shipment by transport vehicles, provided for by the contract for delivery and on the contractual terms and conditions. In cases where the contract fails to determine which type of transportation facility and on which conditions goods are to be delivered, the right of choosing the type of transportation facility or of defining the conditions of the delivery of goods shall belong to the supplier, unless the contrary follows from the law, other legal acts and the substance of the obligation concerned or the customs of business turnover.
2. The contract for delivery may provide for the receipt of goods by the buyer (consignee) in the place of location of the supplier (sampling of goods). If the term of sample is not provided by the contract, the sampling of goods shall be carried out by the buyer (consignee) within the reasonable period of time after the receipt of the supplier's notification about the readiness of goods.

Article 511. The Replenishment of Short Delivery of Goods


1. The supplier who has a shortage of delivery of goods in a particular period of delivery shall be obliged to replenish the short delivered goods in the next period (periods) within the validity term of the contract for delivery, unless otherwise provided for by the contract.
2. In case where goods are shipped by the supplier to several consignees, referred to in the contract for delivery or the shipment warrant of the buyer, goods delivered to one consignee over and the quantity envisaged by the contract or the shipment warrant shall not be counted towards the short delivery of goods to other consignees, unless otherwise stipulated by the contract.
3. By notifying the supplier the buyer shall have the right to accept goods whose delivery has been overdue, unless otherwise stipulated by the contract for delivery. Goods delivered before the supplier receives the notification concerned, the buyer shall be obliged to accept and pay for them.

Article 512. Assortment of Goods in Case of Replenishing Short Deliveries


1. Assortment of the short delivered goods subject to replenishment shall be determined by the agreement of the parties. In the absence of such agreement the supplier shall be obliged to replenish the short delivered quantity of goods in the assortment established for the period in which the goods were short delivered.
2. The delivery of goods of one name in the greater quantity than the contract for delivery provides shall not be counted towards the cover of the short delivered goods of another name which form the same assortment and shall be subject to replenishment, except for the cases where such delivery was made with the preliminary written consent of the buyer.

Article 513. The Acceptance of Goods by the Buyer


1. The buyer (consignee) shall be obliged to perform all the necessary actions which ensure the acceptance of goods delivered in keeping with the contract for delivery.
2. Goods received by the buyer (consignee) shall be examined by him within the period of time, stipulated by the law, other legal acts, the contract for delivery or the customs of the business turnover. The buyer (consignee) shall be obliged to check the quantity and quality of accepted goods within the same period of time in the order, prescribed by the law, other legal acts, the contract or the customs of business turnover, and to inform the supplier forthwith in writing about the discovered discrepancies or defects of goods.
3. If the buyer (consignee) receives the delivered goods from a transport organization, he shall be obliged to check the compliance of these goods with information referred to in transport and accompanying documents, and also to accept these goods from the transport organization with the observance of the rules stipulated by the laws and other legal acts regulating the activity of transportation facilities.

Article 514. Safekeeping of Goods Which Have Not Been Accepted by the Buyer


1. When in keeping with the law, other legal acts or the contract for delivery the buyer (consignee) refuses to accept the goods delivered by the supplier, he shall be obliged to ensure the safety of these goods (safekeeping) and inform the supplier immediately.
2. The supplier shall be obliged to take away the goods accepted by the customs for safekeeping or to dispose of them within the reasonable period of time. If the supplier fails to dispose of these goods within this period, the buyer shall have the right to sell goods or return them to the supplier.
3. The requisite expenses incurred by buyer in connection with the acceptance of goods for safekeeping, the sale of goods or their return to the seller shall be liable to compensation by the supplier. In this case, the proceeds from the sale of goods shall be transferred to the supplier minus the amount due to the buyer.
4. In cases where the buyer does not accept goods from the supplier without the grounds, established by the law, other legal acts or the contract, or refuses to accept them, the supplier shall have the right to demand from the buyer the payment for the goods.

Article 515. The Sampling of Goods


1. When the contract for delivery provides for the sampling of goods by the buyer (consignee) in the place of location of the supplier (Item 2 of Article 510), the buyer shall be obliged to inspect the transferred goods in the place of their transfer, unless otherwise stipulated by the law, other legal acts or unless the contrary follows from the substance of the obligation concerned.
2. The non-sampling of goods by the buyer (consignee) within the period of time specified by the contract for delivery, and in the absence of the contract within the reasonable period of time after the receipt of the supplier's notification about the readiness of goods shall entitle the supplier to refuse to fulfil the contract or to demand that the buyer pay for goods.

Article 516. Payment for Delivered Goods


1. The buyer shall pay for delivered goods with the observance of the procedure and form of payments stipulated by the contract for delivery. If the agreement between the parties thereto fails to determine the procedure and form of payments, payments shall be effected by means of payment orders.
2. If the contract for delivery provides for the payment for goods to be made by the recipient (payer) and the latter has refused without any foundation to pay for goods or failed to pay for them within the period of time stipulated by the contract, the supplier shall have the right to demand that the buyer pay for the delivered goods.
3. In case where the contract for delivery provides for the shipment of goods in parts forming the set, the payment for goods by the buyer shall be effected after the shipment (sampling) of the last part forming the set, unless otherwise stipulated by the contract.

Article 517. Tare and Packaging


Unless the contrary is stipulated by the contract for delivery, the buyer (consignee) shall be obliged to return to the supplier reusable tare and means of packaging of the delivered goods in the order and in the terms stipulated by the law, other legal acts and by the obligatory rules adopted in accordance with or by the contract.
Other tare, and also the packaging of goods shall be returned to the supplier only in cases provided for by the contract.

Article 518. The Consequences of the Delivery of Goods of Improper Quality


1. The buyer (consignee) to whom goods of improper quality have been supplied shall have the right to make claims to the supplier as stipulated by Article 475 of this Code, except for the case when the supplier who has received the notification of the buyer about the defects of the delivered goods shall without delay substitute goods of proper quality for the delivered goods.
2. The buyer (consignee) who sells the delivered goods by retail shall have the right to demand within the reasonable period of time the substitution for the goods of improper quality, unless otherwise stipulated by the contract for delivery.

Article 519. The Consequences of the Delivery of Incomplete Goods


1. The buyer (consignee) to whom goods have been supplied with the breach of the terms and conditions of the contract for delivery, of the requirements of the law and other legal acts or of the usual requirements for completeness shall have the right to make to the supplier claims stipulated by Article 480 of this Code, except for the case when the supplier who has received the buyer's notification about the incomplete set of the delivered goods shall make goods complete without delay or replace these by complete goods.
2. The buyer (consignee) who sells goods by retail shall have the right to demand the replacement within the reasonable period of time of incomplete goods returned by the consumer by complete goods, unless otherwise stipulated by the contract of delivery.

Article 520. The Rights of the Buyer in Case of Short Delivery of Goods, the Non-fulfilment of the Requirements for the Removal of Defects of Goods or of Completing Goods


1. If the supplier has failed to deliver the quantity of goods, stipulated by the contract for delivery, or has not fulfilled the buyer's claim for the replacement of substandard goods or for completing goods within the fixed period of time, the buyer shall have the right to acquire short delivered goods from other persons and to charge all the necessary and reasonable expenses to the supplier for their acquisition. The expenses of the buyer on the acquisition of goods from other persons in cases of their short delivery by the supplier or of the non-fulfillment of the buyer's claims for the removal of defects of goods or for completing goods shall be reckoned according to the rules, provided for by Item 1 of Article 524 of this Code.
2. The buyer (consignee) shall have the right to refuse to pay for substandard and incomplete goods, and if such goods have been paid for, to demand to refund of the paid sums of money pending the removal of defects and the completion of goods or of their replacement.

Article 521. Penalty for Short Delivery or Delay in Delivery of Goods


The penalty established by the law or the contract for delivery for short delivery or delay in delivery of goods shall be recovered from the supplier until the actual execution of the obligation within the limits of his duty to replenish the short delivered quantity of goods in subsequent periods of delivery, unless a different procedure for the payment of penalty is established by the law or the contract.

Article 522. Cancellation of Similar Liabilities under Several Contracts for Delivery


1. In cases where goods of the same name are delivered by the supplier to the buyer at once under several contracts for delivery and the quantity of delivered goods is insufficient for the cancellation of the supplier's liabilities under all contracts, the delivered goods shall be counted towards the execution of the contract to be indicated by the supplier when he delivers goods or immediately after this delivery.
2. If the buyer has paid to the supplier for the goods of the same name, received under several contracts for delivery and the sum of payment is insufficient for the cancellation of the buyer's liabilities under all contracts, the paid sum of money shall be counted towards the execution of the contract, indicated by the buyer when goods are paid for or without delay after payment.
3. If the supplier or the buyer have not availed of the rights granted to them by Items 1 and 2 of this Article, the execution of the liability shall be counted towards the cancellation of the liabilities under the contract, where period of execution commenced earlier. If the period of the execution of the liabilities under several contracts has commenced simultaneously, the granted execution shall be counted in proportion towards the cancellation of the liabilities under all contracts.

Article 523. Unilateral Waiver of the Execution of the Contract for Delivery


1. Unilateral waiver of the execution of the contract for delivery (in full or in part) or unilateral change of this contract shall be allowed in case of the substantial infringement of the contract by one of the parties thereto (the fourth paragraph of Item 2 of Article 450).
2. The infringement of the contract for delivery by the supplier may be substantial in cases of: the delivery of goods of improper quality with defects which cannot be removed in the period acceptable for the buyer;
the repeated breach of the terms of delivery of goods.
3. The infringement of the contract for delivery by the buyer may be substantial in cases of: repeated breach of the terms of payment for goods;
repeated non-sampling of goods.
4. The contract for delivery shall be deemed to be altered or dissolved since the time of receipt by one party of the notification of the other party about the unilateral waiver to execute the contract in full or in part, unless a different term of cancelling or modifying the contract is provided by the notification or defined by the agreement of the parties.

Article 524. The Reckoning of Losses in Case of the Cancellation of the Contract


1. If within the reasonable period of time after the cancellation of the contract due to the infringement of the obligation by the seller the buyer bought goods from another person at higher but reasonable price instead of goods specified by the contract, the buyer may make to the seller his claim for the compensation of losses in the form of the difference between the contractual price and the price under the deal made instead.
2. If within the reasonable period of time after the cancellation of the contract owing to the infringement of the obligation by the buyer the seller has sold goods to another person under the reasonable but lower price than that stipulated by the contract, the seller may make to the buyer his claim for the compensation of losses in the form of the difference between the contractual price and the price under the dial made instead.
3. If after the cancellation of the contract on the grounds, provided for by Items 1 and 2 of this Article, no transaction has been made instead of the dissolved contract, and the current price is available for these goods, the party may make his claim for the compensation of losses in the form of the difference between the price specified by the contract and the current price existing at the time of the dissolution of the contract. The price that is usually charged under the comparable circumstances for similar goods in the place where goods should be transferred shall be recognized as a current price. If there is no current price in this place, use may be made of the current price that was used in another place, which may serve as a reasonable replacement, with due account of the difference in the expenses on the transportation of goods.
4. The satisfaction of the requirements, provided for by Items 1, 2 and 3 of this Article, shall not release the party, which has not fulfilled or fulfilled the obligation in improper way from the compensation of other losses caused by the other party, on the basis of Article 15 of this Code.

_ 4. Delivery of Goods for State Needs


Article 525. The Grounds for the Delivery of Goods for State Needs


1. Goods shall be delivered to meet state needs on the basis of a state contract for the delivery of goods for state needs, and also in keeping with the contracts for delivery of goods, concluded in accordance with the state contract (Item 2 of Article 530). State needs shall be recognized to mean the statutory needs of the Russian Federation or the subjects of the Russian Federation, which are met from the budget resources and the extra-budgetary sources of financing.
2. The rules for the contract for delivery (Articles 506-523) shall be applicable to the relations involved in the delivery of goods for state needs, unless otherwise stipulated by the rules of this Code. The laws on the delivery of goods for state needs shall be applicable to the relations involved in the delivery of goods for state needs in the part that is not regulated by this paragraph.

Article 526. The State Contract for the Delivery of Goods for State Needs


Under the state contract for the delivery of goods for state needs (hereinafter referred to as the state contract) the supplier (executor) shall undertake to transfer goods to the state customer or to another person according to his direction, whereas the state customer shall undertake to pay for the delivered goods.

Article 527. The Grounds for the Conclusion of State Contracts


1. A state contract shall be concluded on the basis of the order of a state customer for the delivery of goods to meet state needs, accepted by the supplier (executor). The conclusion of a state contract shall be mandatory for the state customer who has placed the order accepted by the supplier (executor).
2. The conclusion of a state contract shall be compulsory for the supplier (executor) only in cases established by law and provided that the state customer should compensate all the losses which can be caused to supplier (executor) in connection with the fulfilment of the state contract.
3. The condition of compensation of losses, envisaged by Item 2 of this Article, shall not be applied to the governmental enterprises not subject to privatization.
4. If an order for the delivery of goods for state needs is placed by bidding, the conclusion of the state contract with the supplier (executor), declared to be the tender winner, shall be compulsory for a state customer.

Article 528. Procedure for the Conclusion of State Contracts


1. A state contract shall be drafted by a state customer and sent to the supplier (executor), unless otherwise stipulated by the agreement between them.
2. The party which has received the draft of a state contract shall sign it within 30 days and return one copy of the state contract to the other party, while in the presence of disagreements on the terms and conditions of the state contract shall draw up minutes of disagreements during this period and send it together with the signed state contract to the other contract party or shall notify it about the refusal to conclude the state contract.
3. The party which has received the state contract with the minutes of disagreements shall be obliged within 30 days to consider disagreements, take measures to adjust them with the other party and inform this party about the acceptance of the state contract in its wording or about the rejection of the minutes of disagreements. In case of rejection of the minutes of disagreements or upon the expiry of this period of time, the non-adjusted disagreements under the state contract, the conclusion of which is mandatory for one of the parties, may be transferred by the other party for the consideration by a court of law within 30 days.
4. In case where a state contract is concluded according to the results of the bidding for placing an order for the delivery of goods for state needs, the state contract shall be concluded within 30 days since the day of the bidding.
5. If the party for which the conclusion of a state contract is obligatory evades from its conclusion, the other party shall have the right to apply to a court of law with the demand of compelling this party to conclude the state contract.

Article 529. The Conclusion of a Contract for Delivery of Goods for State Needs


1. If a state contract provides for the delivery of goods by the supplier (executor) to the buyer, defined by the state customer, under the contracts for the delivery of goods for state needs, the state customer shall notify within 30 days since the day of signing the state contract the supplier (executor) and the buyer about the attachment of the buyer to the supplier (executor). The notification about the attachment of the buyer to the supplier (executor), issued by the state customer in keeping with the state contract, shall be a ground for the conclusion of a contract for the delivery of goods for state needs.
2. The supplier (executor) shall be obliged to send the draft of the contract for the delivery of goods for state needs to the buyer, indicated in the notification about the attachment, within 30 days since the day of the receipt of the notification from the state customer, unless a different procedure for drafting a contract is stipulated by the state contract or unless the draft of the contract is submitted by the buyer.
3. The party which has received the draft contract for the delivery of goods for state needs shall sign it and return one copy to the other party within 30 days since the day of the receipt of the draft and in the presence of disagreements over the contract terms shall draw up during this time minutes of the disagreements and send them to the other party together with the signed contract.
4. The party which has received the signed draft contract for the delivery of goods for state needs with the minutes of disagreements shall, during 30 days, consider the disagreements, take measures to coordinate the terms and conditions of the contract with the other part and inform the other party about the acceptance of the contract in its wording or about the rejection of the minutes of the disagreements. non-adjusted disagreements may be transferred by the interested party for the consideration by the court within 30 days.
5. If the supplier (executor) evades from the conclusion of the contract for the delivery of goods for state needs, the buyer shall have the right to apply to a court of law with the demand for compelling the supplier (executor) to conclude a contract on the terms of the contract drafted by the buyer.

Article 530. The Buyer's Refusal to Conclude a Contract for the Delivery of Goods for State Needs


1. The buyer shall have the right to refuse wholly or partially from goods, indicated in the notification about attachment, and from the conclusion of a contract for their delivery. In this case, the supplier (executor) shall forthwith notify the state customer and demand that he notify about the attachment to another buyer.
2. Within 30 days since the day of the receipt of the notification of the supplier (executor), the state customer shall issue a notification about the attachment of another buyer to him or send to the supplier (executor) a shipment warrant with an indication of the consignee of goods, or state its consent to accept and pay for goods.
3. In case of default on the state customer's duties, provided for by Item 2 of this Article, the supplier (executor) shall have the right either to demand that the state customer should accept and pay for goods or to sell goods at its discretion with the charge of reasonable expenses incurred in their sale to the state customer.

Article 531. The Execution of the State Contract


1. In cases where in keeping with terms and conditions of the state contract goods are delivered directly to the state customer or according to its direction (shipment warrant) to another person (consignee), the relations between the parties in the performance of the state contract shall be regulated by the rules stipulated by Articles 506-523 of this Code.
2. In cases where goods are delivered for state needs by the consignee, indicated in the shipment warrant, the goods shall be paid for by the state customer, unless a different procedure for payments is envisaged by the state contract.

Article 532. Payment for Goods Under the Contract for the Delivery of Goods for State Needs


In case of the delivery of goods to the buyers under the contracts for the delivery of goods for state needs payment for goods shall be made by the buyers at the prices estimated in accordance with the state contract, unless a different procedure determining prices and payments is stipulated by the state contract.
When the buyer pays for goods under the contract for the delivery of goods for state needs, the state customer shall be recognized as a guarantor of this obligation of the buyer (Articles 361-367).

Article 533. Compensation for Losses Caused in Connection with the Execution or Dissolution of a State Contract


1. Unless otherwise stipulated by the laws on the delivery of goods for state needs or by a state contract, the losses caused to the supplier (executor) in connection with the execution of the state contract (Item 2 of Article 527) shall be liable to compensation by the state customer within 30 days since the day of the transfer of goods in conformity with the state contract.
2. In case where the losses caused to the supplier (executor) in connection with the performance of a state contract are not compensated in accordance with the state contract, the supplier (executor) shall have the right to refuse to perform the state contract and demand the compensation of the losses caused by the dissolution of the state contract.
3. When a state contract is dissolved on the grounds referred to in Item 2 of this Article, the supplier shall have the right to refuse to execute the contract for the delivery of goods for state needs. The losses caused to the buyer by such refusal of the supplier shall be compensated by the customer.

Article 534. The Rejection by the State Customer of Goods Delivered Under the State Contract


In cases provided for by law the state customer shall have the right to reject wholly or partially the goods whose delivery is stipulated by the state contract, provided that the losses caused by such rejection are compensated to the supplier.
If the rejection by the state customer of the goods whose delivery is provided for by the state contract has involved the cancellation or charge of the contract for the delivery of goods for state needs, the losses caused to the buyer by such cancellation or change shall be compensated by the state customer.

_ 5. Sale of Agricultural Produce


Article 535. Contract of Sale of Agricultural Produce


1. Under the contract of sale of agricultural produce the agricultural producer shall undertakes to transfer the farm products he has grown or produced to the purveyor, the person who purchases such products for processing or sale.
2. The rules for the contract for delivery (Articles 506-524) shall be applicable to the relations covered by the contract of and not regulated by the rules of this paragraph, while in cases of the delivery of goods for state needs the rules for the contract sale of agricultural produce for delivery (Articles 525-534) shall be applicable.

Article 536. The Duties of the Purveyor


1. Unless otherwise stipulated by the contract of contracting, the purveyor shall be obliged to accept farm products from the producer in the place of their location and to ensure their delivery.
2. In case where farm products are accepted in the place of location of the purveyor or in any other place indicated by it, the purveyor shall have no right to refuse to accept farm products which correspond to the terms and conditions of the contract of contracting and which have been transferred to the purveyor in the period of time, specified by the contract.
3. The contract of contracting may provide for the duty of the purveyor processing farm products to return to the producer the waste of this processing on its demand with payment at the price fixed by the contract.

Article 537. The Duty of the Producer of Farm Products


The producer of farm products shall be obliged to transfer to the purveyor the grown or produced farm products in the quantity and assortment, envisaged by the contract of contracting.

Article 538. The Liability of the Producer of Farm Products


The producer of farm products which has failed to fulfil its obligation or has fulfilled it improperly shall bear liability in the presence of its fault.

_ 6. Power Supply


Article 539. The Contract of Power Supply


1. Under the contract of power supply the energy supplying organization shall undertake to transmit power to the user (consumer) through the connected up network, while the user shall undertake to pay for accepted power, and also to observe the conditions of its consumption, provided for by the contract, and to ensure the safety of the operation of its electrical networks and the working order of the devices and equipment use by it and related to the consumption of power.
2. A contract of power supply shall be concluded with the user, if the latter has at its disposal a power receiving device meeting the technical requirements and connected up to the networks of the energy supplying organization and other requisite equipment, and also if the user guarantees the accounting of the consumption of power.
3. The laws ad other legal acts on power supply, and also the mandatory rules adopted in conformity with them, shall be applicable to the relations covered by the contract of power supply and regulated by this Code.
4. The rules of this paragraph shall be applicable to the relations under an agreement for supply with electric power unless otherwise established by a law or other legal acts.

Article 540. The Conclusion and Prolongation of the Contract of Power Supply


1. In cases where the individual acts as a user of power for domestic consumption under the contract of power supply, this contract shall be deemed to be concluded since the time of the fixed actual linking up of the user to the attached network in the statutory order. Unless otherwise stipulated by the agreement of the parties, such contract shall be deemed to be concluded for an indefinite period of time and may be altered or dissolved on the grounds, stipulated by Article 546 of this Code.
2. The contract of power supply, concluded for an indefinite period of time, shall be deemed to be prolonged for the same period and on the same conditions, if before the expiry of its validity term neither party states about its termination or alteration or the conclusion of a new contract.
3. If one of the parties to the contract has tabled the proposal on the conclusion of a new contract before the expiry of its validity term, the relations between the parties shall be regulated by the contract concluded earlier before a new contract is to be concluded.

Article 541. The Quantity of Power


1. The energy supplying organization shall be obliged to transmit power to the user through the attached network in the quantity provided for by the contract of power supply and with the observance of the conditions of transmission to be agreed upon by the parties. The quantity of power transmitted to the subscriber and the used up by him shall be estimated in accordance with the data of accounting of its actual consumption.
2. The contract of power supply may provide for the right of the user to change the quantity of received power, fixed by the contract, provided the compensation of the expenses incurred by the energy supplying organization in connection with the transmission of power in the quantity which is not stipulated by the contract
3. In case where the individual using power for domestic consumption acts as a user under the contract of power supply, he shall have the right to use power in the quantity needed by him.

Article 542. The Quality of Power


1. The quality of power transmitted shall correspond to the requirements made by state standards and other compulsory rules or envisaged by the contract of power supply.
2. If the energy supplying organization breaks the requirements for the quality of power, the user shall have the right to refuse to pay for such power. In this case, the energy supplying organization shall have the right to demand that the user should compensate the cost of the power which the user has saved groundlessly in consequence of the use of this power (Item 2 of Article 1105).

Article 543. The Duties of the Buyer to Maintain and Operate Networks, Instruments and Equipment


1. The user shall be obliged to ensure proper technical condition and safety of the operated electric power networks, instruments and equipment, to observe the conditions of power consumption, and also immediately inform the energy supplying organization about accidents, fires and troubles in energy recording instruments and about other infringements arising during the use of energy.
2. In case where the individual using power for domestic consumption acts as a user under the contract of power supply, the duty of ensuring proper technical condition and safety of electric power networks, and also of energy recording instruments shall be discharged by the energy supplying organization, unless otherwise stipulated by the law and other legal acts.
3. Requirements for the technical condition and operation of electric power networks, instruments and equipment, and also the procedure for control over their work shall be defined by the law, other legal acts or the agreement between the parties.

Article 544. Payment for Power


1. The user shall pay for the quantity of power, actually accepted by him, in line with the data of power recording, unless otherwise stipulated by the law, other legal acts or the agreement of the parties.
2. Procedure for payments for energy shall be determined by the law, other legal acts or by the agreement between the parties.

Article 545. The Subuser


The user may transmit power, accepted by it from the energy supplying organization through the attached network, to another person (subuser) only with the consent of the energy supplying organization.

Article 546. The Modification and Cancellation of the Contract of Power Supply


1. In case where the individual using power for domestic consumption acts as a user under the contract of power supply, he shall have the right to cancel the contract unilaterally, provided he informs the energy supplying organization about this and pays in full for the used power. In case where the legal entity acts as a user under the contract of power supply, the energy supplying organization shall have the right to refuse to fulfil the contract unilaterally on the grounds provided for by Article 523 of this Code, except for the cases established by the law or other legal acts.
2. An interval in the supply of power, the termination or restriction of the supply of power shall be allowed by agreement between the parties, except for the cases where the unsatisfactory condition of the user's power plant, certified by the state power supervision body, endangers the levels and safety of individuals. The energy supplying organization shall warn the user about the interruption, termination or restriction of the supply of power. The termination or restriction of the supply of power without the consent of a subscriber that is a juridical person but with the relevant notification thereof shall be permissible in a procedure established by a law or other legal acts in the case of violation by the said subscriber of the obligations in the payment for the power.
3. An interval in the supply of power, the termination or restriction of the supply of power without agreement with the user and without its appropriate warning shall be allowed whenever it is necessary to take urgent measures of preventing or abolishing the accidents provided the latter immediately informs the user about this.

Article 547. Liability Under the Contract of Power Supply


1. In cases of default on the obligations or of improper execution of the obligations under the contract of power supply, the defaulting party shall be obliged to compensate the real damage caused by this (Item 2 of Article 15).
2. If a result of the regulation of the conditions of power consumption on the basis of the law or other legal acts an interval has been made in the supply of the user with power, the energy supplying organization shall bear liability for default on the contractual obligations or for their improper fulfilment in the presence of its fault.

Article 548. The Application of the Rules for Power Supply to Other Contracts


1. The rules envisaged by Articles 539-547 of this Code shall be applicable to the relations connected with the supply of thermal power through the attached network, unless otherwise stipulated by the law or other legal acts.
2. The rules for the contract of power supply (Article 539-547) shall be applied to the relations involved in the supply of gas, oil and oil products, water and other goods, unless otherwise stipulated by the law, other legal acts or unless the contrary follows from the substance of the obligation concerned.

_ 7. The Sale of Real Estate


Article 549. The Contract of Sale of Real Estate


1. Under the contract of sale of real estate the seller shall undertake to transfer into the buyer's ownership a land plot, a building or structure, an apartment or other real estate (Article 130).
2. The rules, provided for by this paragraph, shall be applied to the sale of enterprises inasmuch as the contrary is stipulated by the rules for the contract of sale of the enterprise (Articles 559-566).

Article 550. The Form of the Contract of Sale of Real Estate


The contract of sale of real estate shall be concluded in writing by drawing up one document to be signed by the parties thereto (Item 2 of Article 434).
The non-observance of the form of a contract of sale of real estate shall invalidate it.

Article 551. State Registration of the Transfer the Title to Real Estate


1. The transfer of the title to real estate under the contract of sale of real estate to the buyer shall be subject to state registration.
2. Before the state registration of the transfer of the title to property the execution of the contract of sale of real estate by the parties shall not be a ground for the change of their relations with third persons.
3. In case where one of the parties evades the state registration of the transfer of the title to real estate, the court shall have the right at the request of the other party to pass a decision on the state registration of the transfer of the title to property. The party which groundlessly evades the state registration of the transfer of the title to property shall be obliged to compensate the losses of the other party, caused by the delayed registration.

Article 552. The Rights to the Land Plot in Case of Sale of the Building, Structure or Other Immovables Located on It


1. Under the contract of sale of the building, structure or other immovables the buyer shall receive together with the transferred title to such real estate that part of the land plot which is occupied with this real estate and is necessary for its use.
2. In case where the seller is the owner of the land plot on which the sold real estate is to be found, the buyer shall receive the right of property or the right of lease or any other right to the corresponding part of the land plot, specified by the contract of sale of real estate. If the contract fails to define the right to the corresponding land plot, transferred to the buyer of real estate, the right to that part of the land plot that is occupied with immovables and is necessary for their use shall pass to the buyer.
3. The sale of immovables located on the land plot which does not belong to the seller by right of ownership shall be allowed without the consent of the owner of this land plot, unless this contradicts the terms of the use of such land plot, established by the law or the contract. In case of sale of such real estate the buyer shall acquire the right to the use of the corresponding part of the land plot on the same conditions as the seller of the real estate does.

Article 553. The Rights to Real Estate in Case of Sale of a Land Plot


In cases where the land plot on which the building, structure or other immovables owned by the seller are to be found is sold, without its transfer into the ownership of the buyer of this real estate, the seller shall retain the right of using the part of the land plot which is occupied with immovables and is necessary for their use on the terms to be defined by the contract of sale.
If the terms of the use of the corresponding part of the land plot has not been defined by the contract of its sale, the seller shall retain the right of the restricted use (servitude) of that part of the land plot which is occupied with immovables and is necessary for their use in keeping with their purpose.

Article 554. The Definition of the Subject-matter in the Contract of Sale of Real Estate


The contract of sale of real estate shall indicate the data that make it possible to ascertain real estate subject to the transfer to the buyer under the contract, including the data which determine the location of real estate on the corresponding land plot or within other real estate.
In the absence of these data in the contract the condition on the real estate subject to transfer shall be deemed not to be agreed upon by the parties thereto and the corresponding contract shall be deemed not to be concluded.

Article 555. Price in the Contract of Sale of Real Estate


1. The contract of sale of real estate provide for the price of this estate. In the absence in the contract of the price clause, agreed upon by the parties thereto in written form, the contract of sale of real estate shall be deemed not to be concluded. In this case, the rules for fixing price, envisaged by Item 3 of Article 424 of this Code shall not be applied.
2. Unless otherwise stipulated by the law or the contract of sale of real estate, the price fixed in it for the building, structure or other real estate to be found on the land plot shall include the price of the corresponding part of the land plot, transferred with this real estate or the right to it.
3. In cases where the price of real estate in the contract of sale of real estate is fixed per unit of its square or per other indicator of its size, the total price of such real estate subject to payment shall be estimated by proceeding from the actual size of the real estate transferred to the buyer.

Article 556. The Transfer of Real Estate


1. Real estate shall be transferred by the seller and accepted by the buyer on the basis of the deed of conveyance or other document on its transfer. Unless otherwise stipulated by the law or the contract, the obligation of the seller to transfer real estate to the buyer shall be deemed to be executed after this real estate is handed in to the buyer and after the parties sign the respective document on the transfer.
The evasion by one of the parties from the signing of the document on the transfer of real estate on the terms and conditions of the contract shall be deemed to imply the refusal of the seller to discharge the duty of transferring real estate and that of the buyer to fulfil the duty of accepting such estate.
2. The acceptance by the buyer of real estate which does not comply with the terms and conditions of the contract of sale of real estate, including in case when such non-conformity is specified in the document on the transfer of real estate, shall not be a ground for the release of the seller from the liability for improper performance of the contract.

Article 557. The Consequences of the Transfer of Real Estate of Inadequate Quality


In case of the transfer by the seller to the buyer of real estate of inadequate quality, which does not comply with the terms and conditions of the contract of sale of real estate on its quality, the rules of Article 475 of this Code shall be applied, exception being made for the provisions dealing with the right of the buyer to demand the substitution of goods conforming to the contract for goods of improper quality.

Article 558. Specific Aspects of the Sale of Living Accommodation


1. The list of the persons who retain the statutory right of using the living accommodation after it was acquired by the buyer with an indication of their right to use the dwelling being sold shall be a substantial condition of the contract of sale of a dwelling house or apartment, part of the dwelling house or the apartment.
2. The contract of sale of a dwelling house or apartment, part of the dwelling house or the apartment shall be subject to state registration and shall be deemed to be concluded since the time of such registration.

_ 8. The Sale of Enterprises


Article 559. The Contract of Sale of the Enterprise


1. Under the contract of sale of the enterprise the seller shall undertake to transfer into the buyer's ownership the enterprise as a whole as a property complex (Article 132) with the exception of the rights and duties which the seller has no right to hand over to other persons.
2. The rights to the firm's name, trademark, service mark and other means of individualization of the seller and its goods, works or services, and also the rights to the use of such means of individualization belonging to it on the basis of a license shall pass to the buyer, unless otherwise stipulated by the contract.
3. The rights of the seller, received by it on the basis of the permit (license) for the engagement in the respective activity, shall not belong to the transfer to the buyer, unless otherwise stipulated by the law or other legal acts. The transfer to the buyer of the enterprise's obligations which it is impossible to execute in the absence of such permit (license) for it shall not absolve the seller from the corresponding obligations to the creditors. For default on such obligations the seller and the buyer shall bear joint and several liability to the creditors.

Article 560. The Form and the State Registration of the Contract of Sale of the Enterprise


1. The contract of sale of the enterprise shall be concluded in writing by drawing up one document to be signed by the parties thereto (Item 2 of Article 434) with the obligatory addendum to it of the documents, referred to in Item 2 of Article 561 of this Code.
2. The non-observance of the form of the contract of sale of the enterprise shall involve its invalidity.
3. The contract of sale of the enterprise shall be subject to state registration and shall be deemed to be concluded since the time of such registration.

Article 561. Certification of the Structure of the Enterprise to Be Sold


1. The structure and cost of the enterprise to be sold shall be determined by the contract of sale of the enterprise on the basis of its full inventory making, which is carried out in accordance with the rules of such inventorying.
2. Prior to the signing of a contract of sale of the enterprise, the parties thereto shall consider the inventorying certificate, the balance-sheet, the opinion of an independent auditor on the structure and cost of the enterprise, and also the list of all debts (liabilities), included in the structure of the enterprise with an indication of creditors and of the character, amount and terms of their claims. The property, rights and duties, referred to in said documents, shall be subjects to the transfer by the seller to the buyer, unless the contrary follows from the rules of Article 559 of this Code and unless established by the agreement of the parties.

Article 562. The Rights of Creditors in the Sale of the Enterprise


1. For liabilities, included in the composition of the enterprise to be sold, the creditors shall be notified before it is transferred to the buyer about its sale by one of the parties to the contract of sale of the enterprise.
2. The creditor who has not informed the seller or the buyer about his consent with the transfer of the debt shall have the right to demand, during three months since the day of the receipt of the notice about the sale of the enterprise, either the termination or the prior execution of the obligation and compensation by the seller of the losses caused by this, or the recognition of the contract of sale of the enterprise as invalid in full or in the respective part.
3. The creditor who has not been notified about the ale of the enterprise in the order, prescribed by Item 1 of this Article, may bring an action to satisfy the claims, provided for by Item 2 of this Article, during the year since the day when he learnt or should have learnt about the transfer of the enterprise by the seller to the buyer.
4. After the transfer of the enterprise to the buyer the seller and the buyer shall bear joint and several liability for the debts included in the composition of the transferred enterprise and converted to the buyer without the consent of the creditor.

Article 563. The Transfer of the Enterprise


1. The enterprise shall be transferred by the seller to the buyer under the deed of conveyance, which contains the data on the structure of the enterprise and on the notification of the creditors about the sale of the enterprise, and also information about the revealed shortcomings of the transferred property and the list of assets, the duty of whose transfer have not been discharged by the seller in view of their loss. The preparation of the enterprise for conveyance, including the drawing up of a deed of conveyance and the presentation of this act for signing shall the duty of the seller and shall be effected at his expense, unless otherwise stipulated by the contract.
2. The enterprise shall be deemed to be transferred to the buyer since the day of signing the deed of conveyance by both parties. Since this time the risk of accidental destruction or damage of property within the enterprise shall pass to the buyer.

Article 564. The Transfer of the Title to the Enterprise


1. The title to the enterprise shall pass to the buyer since the time of state registration of this title.
2. Unless otherwise stipulated by the contract of sale of the enterprise, the title to the enterprise shall pass to the buyer and shall be subject to state registration immediately after the conveyance of the enterprise to the buyer (Article 563).
3. In cases where the contract provides for the preservation of the seller's title to the enterprise, transferred to the buyer, until the payment for the enterprise or the onset of other circumstances, the buyer shall have the right to dispose, before the transfer of the title to it, of the assets and rights forming the composition of the transferred enterprise to the extent this is necessary for the purposes for which the enterprise has been acquired.

Article 565. The Consequences of the Transfer and Acceptance of the Enterprise with Shortcomings


1. Consequences of the transfer by the seller and of the acceptance by the buyer under the deed of conveyance of the enterprise whose structure does not conform, in particular, to the quality of the transferred assets, specified by the contract of sale of the enterprise, shall be determined on the basis of the rules in Articles 460-462, 466, 469, 475 and 479 of this Code, unless otherwise stipulated by the contract and Items 2-4 of this Article.
2. In case where the enterprise has been transferred and accepted under the deed of conveyance, which contains information about the disclosed shortcomings of the enterprise and the lost assets (Item 1 of Article 563), the buyer shall have the right to demand a corresponding reduction of the purchase price of the enterprise, unless the right to make other claims in such cases is provided for by the contract of sale of the enterprise.
3. The buyer shall have the right to demand the reduction of the purchase price in case of the transfer of the debts (liabilities) of the seller within the composition of the enterprise, which have not been indicated in the contract of sale of the enterprise or in the deed of conveyance, unless the seller proves that the buyer has known about such debts (liabilities) during the conclusion of the contract and the transfer of the enterprise.
4. In case of receipt of the buyer's notice about the defects of the property transferred within the composition of the enterprise or in the absence in this composition of particular types of property subject to the transfer may replace without delay the property of improper quality or present to the buyer the missing property.
5. The buyer shall have the right to demand in due course of law the dissolution or change of the contract of sale of the enterprise and the return of what has been executed under the contract, if it is found out that the enterprise because of its shortcomings, for which the seller is accountable, does not fit for the purposes named in the contract of sale, and these shortcomings have not been removed by the seller on the conditions and in the order and terms fixed in keeping with this Code, other laws, other legal acts or the contract or its is impossible to eliminate such shortcomings.

Article 566. The Application to the Contract of Sale of the Enterprise of the Rules for the Consequences of the Invalidation of Transactions and for the Change or Dissolution of the Contract


The rules of this Code for the consequences of the invalidation of transactions and for the change or the dissolution of the contract of sale, providing for the return or the recovery of the received in kind under the contract from one party or from both parties, shall be applied to the contract of sale of the enterprise, id such consequences do not violate the rights and law-protected interests of the creditors of the seller and the buyer and other persons and do not contradict public interests.

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