# embedding_metadata

key: chroma:document
string_value:
Article 6.9. Recourse between co-debtors


1. A co-debtor who has performed the solidary obligation shall have the right to recover within the procedure of recourse from his co-debtors their respective shares that correspond to the equal portions from the performed obligation, with his participatory share deducted unless otherwise provided for by law or an agreement. Any loss, expressed in anything unpaid to the debtor who has performed the solidary obligation, arising from the insolvency of one of co-debtors shall fall in equal participatory shares on the remaining co-debtors, except in the cases when their shares in the obligation are not equal.


2. Where a solidary obligation is of non-monetary nature, in the case of recourse, the other co-debtors shall pay monetary compensation to the debtor who has performed the whole solidary obligation.


3. The rules provided for in paragraphs 1 and 2 of this Article shall also apply to the apportionment between the co-debtors of the expenses of performance of a solidary obligation.


4. A co-debtor against whom a claim was brought may invoke the same defences that might have been set up against the creditor at the time of arising of the claim, as well as other defences, except those which are based on exceptionally personal relationships between the co-debtor and the other co-debtor who has not filed a counter claim.


key: chroma:document
string_value:
5. Where the obligation was contracted exclusively in the interest of one of the co-debtors, or where it is not performed due to the fault of one of the debtors alone, the debtor concerned shall be liable for the whole debt to the other co-debtors, who shall then be considered in his regard as his sureties.


key: chroma:document
string_value:
Article 6.10. Divisibility of a solidary duty and a solidary claim between the heirs of the parties to an obligation


1. Unless otherwise provided for by law or contract, the solidary obligation of a debtor shall be divided after his death between his heirs in accordance with the rules established in Book Five of this Code, except in the instances where the obligation is indivisible.


2. The provision established in paragraph 1 of this Article shall also apply in the case where the creditor’s claim is solidary.

 


Article 6.11. Influence of a novation upon a solidary duty

A novation between the creditor and one of the co-debtors shall discharge the other co-debtors towards the creditor from the performance of a solidary duty, except in cases established by law or contract. Where a novation is clearly related only with the share of one of the co-debtors, the other co-debtors shall be released from the performance of the duty only in respect of the share of that co-debtor.

 


Article 6.12. Acknowledgement of a solidary debt and the right of a solidary claim


1. Where a debt is acknowledged by one of the co-debtors, this acknowledgement shall also apply to all other co-debtors.


2. Where the right of claim is acknowledged to one of the creditors with the right of a solidary claim, this acknowledgement shall also apply to all other co-creditors.


key: chroma:document
string_value:
Article 6.13. Merger of a debtor and a creditor


1. Where an obligation is solidary and the qualities of a co-debtor and a creditor are combined in the same person, the obligation of the other solidary debtors shall be extinguished in respect to the share of that co-debtor.


2. The rule established in paragraph 1 of this Article shall also apply in the cases of the right of a solidary claim.

 


Article 6.14. Power of a court judgment in the case of a solidary duty


1. A court judgment rendered in the case of dispute between the creditor and one of the solidary debtors shall also have effect against the other co-debtors.


2. The other co-debtors may invoke the judgment referred to in paragraph 1 of this Article as a defence against the claim of the creditor unless such judgment is based on exclusively personal relationships between that debtor alone and the creditor.


3. An action instituted against one of the solidary debtors shall not deprive the creditor of the right to bring an action against the other co-debtors, but the debtor sued shall have the right to demand the impleader of the other solidary debtors.


key: chroma:document
string_value:
Article 6.15. Non-performance of an obligation in the case of a solidary duty through the fault of one of the co-debtors


1. Where the performance of an obligation has become impossible through the fault of one of the solidary debtors, the other co-debtors shall not be released from liability for non-performance of the solidary obligation.


2. Where the performance of an obligation in kind has become impossible, or the time limit of its performance is forfeited through the fault of one or more of the solidary debtors, the other co-debtors shall not be released from their duty to compensate for damages to the creditor, though they shall not be liable for any additional damages which may be incurred by him. The creditor may claim additional damages only from those co-debtors through whose fault the obligation became impossible to be performed, or through whose fault the forfeiture of performance occurred.


key: chroma:document
string_value:
Article 6.16. Prescription of a solidary obligation


1. Actions by which prescription is interrupted with regard to the relationships between the creditor and one of the solidary debtors shall be equally effective in regard to the relationships between the creditor and other co-debtors. The same rule shall apply in the event of the right of a solidary claim between creditors.


2. Suspension of prescription with regard to one of the solidary debtors shall have no effect on the other co-debtors. The same rule shall apply in the case of a right of solidary claim between creditors. However, the debtor who has been required to perform the obligation shall have the right of recourse against the co-debtors who were discharged by prescription.


3. A refusal to demand the application of prescription made by one of the solidary debtors shall have no effect with regard to the other co-debtors. Where such refusal is made only in favour of one of the solidary creditors, it shall also benefit the other co-creditors. A solidary debtor who has refused to demand the application of prescription shall have no right of recourse against the other co-debtors discharged by the extinct prescription.

 


Article 6.17. Solidarity among creditors

Where an obligation is solidary between two or more persons on the side of the creditor, each creditor shall be entitled to demand the performance of an equal share, except in the cases provided for by law or an agreement between the parties.


key: chroma:document
string_value:
Article 6.18. Solidary claim of creditors


1. Solidarity between creditors may be established by law or an agreement between the parties, i.e. it shall entitle each of the creditors to claim from the debtor for the whole performance of the obligation or a part thereof. The claim shall also be deemed to be solidary where the subject matter of the obligation is indivisible.


2. The debtor shall have no right to set up defences against the claim of one of the co-creditors that are based on such personal legal relationships of the debtor in which the creditor concerned does not participate.


3. Performance of the whole duty in favour of one of the solidary creditors shall release the debtor from the performance towards the other creditors.


4. A solidary creditor who has received the whole performance of the obligation from the debtor must compensate the other co-creditors for their respective shares unless otherwise determined by the relationship between them.

 


Article 6.19. Possibility of choice of creditor for performance

A debtor shall have the option of performing the obligation in favour of any of the solidary creditors, provided that he has not been sued by any of them.

 


Article 6.20. Influence of novation on a solidary claim

The novation of one of the solidary creditors and a debtor shall apply only to that creditor’s share and may not be used with respect to the other solidary debtors.


key: chroma:document
string_value:
Article 6.21. Renunciation of the right to a solidary claim


1. If the remission from the right to claim is made by one of solidary creditors, it shall release the debtor from performance of a solidary obligation only in respect of the share the performance of which could have been claimed by the remitting creditor.


2. The remission provided for in paragraph 1 of this Article shall not release the solidary creditors from the settlements between themselves.

 


Article 6.22. Power of a court judgment in the case of a solidary claim


1. A judgment rendered in the dispute between one of the solidary creditors and the debtor shall have effect against the other solidary creditors.


2. The other creditors may avail themselves of the court judgment against the debtor to the extent that it is related to the debtor’s defences he can set up against each of the solidary creditors.


key: chroma:document
string_value:
Article 6.23. Renunciation of a claim


1. A creditor who renounces a claim in favour of one of the co-debtors shall retain his right of solidary claim against the other co-debtors.


2. The solidary claim of the creditor in respect of one of the co-debtors shall terminate if the creditor:


1) acknowledges without any exceptions that one of the co-debtors has paid his share;


2) has filed an action against the debtor for the recovery of that debtor’s share, and the latter has assented to such action, or if a court judgment satisfying the creditor’s claim has been passed.


3. Where a creditor has renounced a solidary claim in respect of one of the co-debtors, and one of the other co-debtors has become insolvent, the share of such insolvent co-debtor shall be divided between all the solidary debtors, except for the share of the co-debtor in whose favour the renunciation of a solidary claim has been made.

 


SECTION TWO

DIVISIBLE AND INDIVISIBLE OBLIGATIONS


key: chroma:document
string_value:
SECTION TWO

DIVISIBLE AND INDIVISIBLE OBLIGATIONS

 


Article 6.24. Divisible obligations


1. An obligation shall be divisible unless it is expressly stipulated by law that it is indivisible, or unless the subject matter of the obligation, owing to its nature, is not susceptible to division either materially or abstractly.


2. Where an obligation is divisible, and where there is more than one debtor or more than one creditor though the obligation is not solidary, each of the creditors may claim the performance only of his share of the debt, while each debtor shall be bound to perform only his share of the debt.


3. The heir of the debtor who has been charged with rendering the performance, or who is in possession of the property as a subject matter of the obligation, shall have no right to claim for division of performance of the obligation.


4. An obligation of one debtor to one creditor may be performed between them only as an indivisible one, though this obligation shall become divisible between the heirs of the parties to the obligation, except where it is indivisible.


key: chroma:document
string_value:
Article 6.25. Indivisible obligations


1. An obligation shall be indivisible if the subject matter of the obligation, owing to its nature, is not susceptible to division, or if the parties have agreed on such mode of performance which renders the obligation impossible to be performed in shares.


2. Indivisibility of an obligation shall imply that it is not susceptible to division either between the creditors, or the debtors, or between their heirs.


3. A stipulation on solidarity of an obligation made by the parties thereof shall not render it indivisible.


4. Each of the debtors of an indivisible obligation or his heir may separately be obligated to perform the whole obligation, and each of the creditors of an indivisible obligation or his heir may claim the performance of the whole obligation even though the obligation is not solidary.


5. Where an heir of the creditor claims satisfaction of the whole performance, he must secure the protection of the interests of co-heirs.

 


SECTION THREE

ALTERNATIVE OBLIGATIONS


key: chroma:document
string_value:
SECTION THREE

ALTERNATIVE OBLIGATIONS

 


Article 6.26. Concept of an alternative obligation


1. An obligation shall be alternative where the debtor is charged with performance of one of two or more different actions (principal prestations) at his own choice or chosen by the creditor or a third person. The performance of either of the chosen prestations shall fully discharge the debtor.


2. The debtor may not demand the creditor to accept a part of the performance in one prestation and the other part in another.


3. An obligation shall not be considered alternative where at the time of its arising one of the two possible prestations could not have been the subject matter of that obligation.


4. In the event where a person who has the right of choice chooses a concrete action of performance (prestation), an alternative obligation shall become simple.


key: chroma:document
string_value:
Article 6.27. Right of choice


1. In an alternative obligation, the choice of the prestation shall belong to the debtor unless it has been granted to the creditor or a third person by law, a contract or a court judgment.


2. A choice shall become irrevocable from the moment of performance of one chosen prestation, or when the choice is communicated to the other party, or to both parties in the event where the choice belongs to a third person.


3. Where the right of choice belongs to one of the parties to the obligation and this party fails to exercise it within the prescribed time limit, the right of choice shall pass to the other party to the obligation. The right of choice may not pass to the creditor until he acquires the right to claim for performance, and to the debtor until his duty to perform the obligation arises. Where the choice of a concrete prestation is referred to a third person and he fails to exercise it, it shall be determined by the court.


4. The time limit for exercising the right of choice may be established by agreement between the parties. Where such time limit is not established, it may be fixed by the party who is not granted the right of choice. Such time limit must be reasonable.


key: chroma:document
string_value:
5. Where the right to claim has been pledged and the impossibility of performing an obligation is caused by the failure to choose a concrete action of performance, the pledgee may establish a time limit for both parties to the obligation within which the choice of a concrete prestation must be made. Where the choice of a concrete prestation is not made within the established time limit, the right of choice shall pass to the pledgee.


key: chroma:document
string_value:
Article 6.28. Impossibility of performance of an alternative obligation


1. In the event of one of the several prestations being impossible to perform from the very arising of the obligation, or it becoming such after the arising of the obligation, the obligation shall be performed by the acceptance of the remaining prestation.


2. The rule established in paragraph 1 of this Article shall not apply if one of the prestations becomes impossible to perform due to the circumstances for which the responsibility is borne by the party without the right of choice of performance. In this event, the debtor shall be liable for the non-performance of the obligation.


3. Where the debtor had the right of choice and one of the several prestations became impossible to perform not through his fault, the debtor must perform the obligation in the remaining prestation.


4. Where the debtor had the right of choice and all of the prestations become impossible to perform due to his own fault, the debtor shall be liable to the creditor to the extent of the last prestation remaining.


5. Where all the prestations become impossible to perform through no fault of the debtor, the obligation shall be deemed to be extinguished.


key: chroma:document
string_value:
5. Where all the prestations become impossible to perform through no fault of the debtor, the obligation shall be deemed to be extinguished.


6. Where the creditor is granted the right of choice, and if one of the prestations becomes impossible to perform, the creditor must accept performance in other prestations. Where one of the prestations becomes impossible to perform due to the fault of the debtor, the creditor may claim performance in kind by choosing other prestations, or claim compensation for damage resulting from the non-performance of the obligation by the prestation that has become impossible to perform. Where the obligation is impossible to perform in any of the several prestations due to the fault of the debtor, the creditor shall have the right at his choice to claim compensation for the damages resulting from the impossibility of performance of one or another of the prestations.


key: chroma:document
string_value:
Article 6.29. Facultative obligation


1. A facultative obligation shall be an obligation which has only one principal subject matter (prestation), though in the event of the obligation being impossible to perform in the principal prestation, it may be performed in another prestation that does not contradict the principal one.


2. The debtor shall be discharged from performing the obligation if the principal prestation, through no fault on his part, becomes impossible to perform, and the obligation cannot be performed in another prestation that does not contradict the principal one.

 


SECTION FOUR

CONDITIONAL OBLIGATIONS

 


Article 6.30. Concept of a conditional obligation


1. An obligation shall be conditional where its arising, modification or extinction is made dependent on whether or not a certain circumstance occurs in the future.


2. The conditional nature of an obligation shall not prevent the rights that arise from it being alienable and inheritable.


3. Conditional obligations may be with a suspensive term or a resolutory term. In such case, Article 1.66 of this Code shall apply.


4. An obligation shall not be deemed to be conditional if its extinction depends on an event that, unknown to the parties, had already occurred at the time when the debtor accepted the conditional obligation.


5. The obligation whose arising depends upon a condition that is at the absolute discretion of the debtor shall be null and void. However, if the condition consists of exercising or not exercising appropriate actions, the obligation shall be valid even where the exercising or not exercising the action is at the sole discretion of the debtor.


key: chroma:document
string_value:
Article 6.31. Requirements for a condition


1. A condition must be lawful and not contrary to the public order and good morals.


2. A condition may only be such circumstance, the existence or non-existence of which is possible.


3. A condition which is unlawful, contrary to the public order or good morals, or which is impossible shall be null and void, and shall render the obligation which depends upon it null and void.

 


Article 6.32. Time limits for fulfilment or non-fulfilment of a condition


1. In the event where no time limit has been established for the fulfilment of a condition, the condition may be fulfilled at any time. Where it becomes certain that the condition may not be fulfilled at all, it shall be deemed to be not fulfilled.


2. Where the arising, modification or extinction of an obligation is dependent upon a condition that certain circumstances will not occur within a given time, the condition shall be considered having occurred once the determined time has elapsed without the certain circumstance having occurred, also when, before the elapse of the time, it becomes certain that the circumstance will not occur altogether.


3. Where no time limit has been fixed, the condition shall not be considered fulfilled until it becomes certain that the circumstance will not occur.

 


SECTION FIVE

OBLIGATIONS WITH A TERM


key: chroma:document
string_value:
SECTION FIVE

OBLIGATIONS WITH A TERM

 


Article 6.33. Types of obligations with a term


1. Obligations may be with a suspensive or a resolutory term.


2. An obligation with a suspensive term shall be an existing obligation that is not performed until the expiry of a certain time limit, or until the occurrence of a certain circumstance. In this event, its performance may not be demanded before the expiry of the term; however, anything performed freely and without error before the expiry of the term may not be recovered.


3. An obligation with a resolutory term shall be an obligation whose duration is fixed by laws or agreements between the parties and which is extinguished by the expiry of the fixed term.

 


Article 6.34. Fulfilment of obligations with a term


1. In the event of non-occurrence of a circumstance in the case of an obligation with a suspensive term, the obligation shall become exigible from the day on which that circumstance should normally have occurred.


2. Anything that is due upon a term may not be exacted before the term expires. However, everything performed freely and without error before the expiry of the term may not be recovered.


key: chroma:document
string_value:
Article 6.35. Determination of a term


1. A term may be determined by laws, agreement between the parties or a court judgment.


2. Where the parties have agreed to postpone the determination of the term, or to delegate it to be determined by one of the parties, but no term has been determined, the term shall be determined by the court upon the application of one of the parties, taking into account the nature of the obligation and the circumstances of the case. In urgent cases, the term may be determined by one of the parties. In any event, the term must be reasonable.


3. Where a fixed term is required by the nature of the obligation, and it has not been determined by the parties, the term may be fixed by the court.


4. It shall be presumed that a term is determined for the benefit of the debtor unless otherwise established by laws or the contract, also where, taking into consideration the essence and nature of the obligation, it becomes clear that the term has been determined for the benefit of the creditor, or both parties to the obligation. The debtor shall lose his privileges in respect of the term if he becomes insolvent, is declared bankrupt or without the consent of the creditor reduces or destroys the security of performance of the obligation submitted, also if the debtor fails to meet the conditions in consideration of which the privileges were granted to him.


5. The party for whose benefit the term has been determined shall have the right to renounce it without the consent of the other party. Renunciation of the benefit of the term shall render the obligation exigible immediately.


key: chroma:document
string_value:
6. When one of the parties to the obligation renounces the benefit of the term, or loses the right to the benefit of the term, the other party shall acquire the right to demand immediate performance of the obligation.


key: chroma:document
string_value:
Article 6.36. Currency of monetary obligations


1. Monetary obligations (debts) must be expressed and paid in the currency which in accordance with the valid laws is legal tender in the Republic of Lithuania.


2. Monetary obligations may be paid in accordance with the procedure established by law by means of banknotes/coins, cheques, bills of exchange, transfer of funds, credit cards or by any other legal tender.


3. Where an action is brought in the Republic of Lithuania for the recovery of a sum of money expressed in a foreign currency, the creditor may at his choice demand payment in the foreign currency, or the equivalent in the national currency of the Republic of Lithuania at the rate of exchange on the day of the actual payment.


4. Where the monetary obligation is expressed in a currency which is not legal tender, the money paid by the debtor to perform the obligation must be legal tender and correspond to the rate of exchange of the currency valid at the time and in the place of actual payment.


5. Where the debtor exceeds the time limit fixed for the fulfilment of the obligation and fails to pay on the day of maturity, and where after the day concerned the currency in which the sum of money is due depreciates because of the change in exchange rates, the debtor must pay an additional amount equivalent to the difference between the rate of exchange at the date of maturity and the date of actual payment. This rule shall not apply where the failure of the debtor to perform the obligation is conditioned by the fault of the creditor. The debtor shall bear the burden of proof of the circumstance indicated above.


key: chroma:document
string_value:
6. The provisions of paragraph 5 of this Article shall not apply where the rule established in paragraph 1 of this Article has been violated.


key: chroma:document
string_value:
Article 6.37. Interest on monetary obligations


1. Interest on obligations may be fixed by law or agreements between the parties.


2. The debtor must also pay a certain interest established by law on the sum adjudged to the creditor for the period from the moment of the commencement of the case in the court until the final execution of the judgment.


3. Where the interest is established by law, the parties may agree in writing upon a higher interest providing that such agreement is not contrary to law or the principles of good faith and reasonableness. Non-observance of the written form shall be the grounds for the application of the interest established by law.


4. No interest shall be calculated on the interest calculated previously (double interest), except in the cases established by law or agreement between the parties where such agreement is not contrary to the requirements of good faith, reasonableness and justice.

 


CHAPTER III

PERFORMANCE OF OBLIGATIONS AND LEGAL EFFECTS OF THEIR NON-PERFORMANCE

 


SECTION ONE

GENERAL PROVISIONS


key: chroma:document
string_value:
SECTION ONE

GENERAL PROVISIONS

 


Article 6.38. Principles of performance of obligations


1. Obligations must be performed in good faith, properly and within the set time limits, pursuant to the requirements indicated in laws or the contract, and in the absence of such requirements, obligations must be performed in accordance with the criteria of reasonableness.


2. In the event where the performance of an obligation is inherent in the exercise of professional activity of one of the parties, the requirements with respect to the nature of that professional activity must also be observed by the party concerned.


3. Each of the parties must perform its obligations in the most cost-effective manner possible and render every kind of assistance to the other party in performing its obligations (duty of the parties to cooperate).


4. If the debtor uses assistance of other persons in performance of the obligation, he shall be liable for the actions of those persons as for his own.

 


Article 6.39. Manner of performance of an obligation


1. The debtor shall have no right, without the consent of the creditor, to perform the obligation in a manner other than that provided for in the contract or laws, irrespective of the value of the manner of performance.


2. Where the creditor has consented to accept performance of the obligation in another manner, the obligation shall be deemed to have been fulfilled.


3. The counter-duties of the debtor and creditor must be performed by them concurrently unless otherwise provided for by laws, the contract, or the essence of the obligation.


key: chroma:document
string_value:
Article 6.40. Partial performance of an obligation


1. The creditor shall have the right to refuse accepting partial performance of an obligation unless otherwise provided for by laws or the contract.


2. If the creditor disputes a part of the obligation, he must accept the performance of that part of the obligation which is not disputed. However, the creditor shall reserve the right to demand performance of the remaining part of the obligation.

 


Article 6.41. Quality of performance of an obligation


1. When the subject matter of an obligation is a thing specified only as to the kind, the debtor must deliver a thing of the same kind, but not below the average in quality required for the kind concerned, unless otherwise provided for by laws or a contract.


2. When the subject matter of an obligation is an individually specified thing, the debtor shall be liable for any worsening of the quality of that thing if such worsening occurs through his own fault.

 


Article 6.42. Provision of security for performance of an obligation

Any person bound to provide security for performance of an obligation, which is not specified by the contract as to the manner or form, shall have the right at his own discretion to choose concrete means of security adequate to the essence of the obligation or a form of security established by laws.

 


Article 6.43. Duty to safeguard

An obligation to deliver an individually specified thing shall include the duty to safeguard it until delivery unless otherwise provided for in the contract.


key: chroma:document
string_value:
Article 6.44. Person to whom the performance must be made


1. The obligation must be performed to the creditor or to his representative, or to the person designated by the creditor, or to the person obliged by laws or the court to accept such performance.


2. Performance of an obligation made to a person not entitled to accept it shall be deemed to be a proper performance if the creditor ratifies it or actually obtains the full performance from the person concerned.


3. Performance of an obligation shall not be deemed to be carried out in a proper way if the debtor, in the course of its effectuation in respect of one of his creditors, infringes the interests of his other creditor who is granted the right to demand the arrest of the property of the debtor.

 


Article 6.45. Performance of an obligation to an erroneous creditor


1. The debtor who performs an obligation to a person who, through the fault of the creditor, is reasonably and in good faith deemed to be entitled to receive the performance shall be discharged from the performance of the obligation to the creditor if he proves to have erred in good faith.


2. The erroneous creditor, who has accepted performance, must restore it to the true creditor or to the debtor in accordance with the rules of Chapter XX of this Book.


key: chroma:document
string_value:
Article 6.46. Suspension of performance of an obligation


1. The debtor shall have the right to suspend performance of an obligation upon substantial and reasonable grounds for doubt whether the person to whom the obligation is to be performed has the right to accept this performance, and if the latter, upon the demand of the debtor, fails to present the necessary proof of his right to claim.


2. The debtor shall also have the right to suspend performance of an obligation if the creditor fails to perform his counter-obligation and where the counter-obligations of the debtor and the creditor are connected in such a way as to justify the suspension of the performance of the obligation.


3. The debtor shall have no right to suspend the performance of an obligation where the creditor cannot perform his obligation through the fault of the debtor himself, likewise when the creditor cannot perform his obligation due to circumstances beyond his control.

 


Article 6.47. Performance of an obligation to a legally incapable creditor or to a creditor who had no right to accept the performance personally


1. The performance of an obligation to a creditor who is legally incapable in that area shall be deemed to be a proper performance only to the extent that the debtor proves that such performance was in fact in the interests of the creditor who was legally incapable in that area and was carried out for his benefit.

 


2. Where the obligation is performed without considering that the creditor due to certain reasons (arrest, etc.) was unable to accept the performance personally, the debtor must perform such obligation anew and shall have the right of recourse against the creditor to demand the return of what has already been transferred.


key: chroma:document
string_value:
Article 6.48. Limitation of the debtor’s legal capacity

If the obligation has been fulfilled by the debtor who is legally incapable in that area or has limited legal capacity in that area, this may not be challenged on the basis of the incapacity of the debtor in that area or his limited legal capacity in that area.

 


Article 6.49. Performance made with the property of another’s


1. The debtor may not dispute performance of an obligation made by the transfer of property he had no right to dispose of, except in the cases when he himself offers to make performance by a transfer of property he has the right to dispose of, and if such change of prestation does not violate the interests of the creditor.


2. The creditor to whom the property of another’s has been transferred by the debtor in performance of an obligation shall have the right to dispute such performance and claim damages.

 


Article 6.50. Right of a third person to perform an obligation


1. An obligation may be performed in part or in full by a third person, except in the cases when pursuant to the agreement of the parties, or the essence of the obligation, it must be performed by the debtor personally.


2. The creditor may refuse acceptance of the performance offered by a third person if the debtor has notified him of his objection to such performance, except in the case established in paragraph 1 of Article 6.51 of this Code.


3. The third person who has performed the obligation shall acquire the rights of a creditor in respect to the debtor.


key: chroma:document
string_value:
Article 6.51. Right of a third person to perform an obligation for the debtor


1. Where the execution against the property of the debtor has been levied by the creditor, the claim of the creditor may be satisfied by third persons who by the reason of such execution may be deprived of certain rights to that property. The same right shall belong to the person who possesses the property if by the reason of execution the right of possession may be lost by him. The third person who has performed the obligation for the debtor shall acquire the right of recourse to claim from the debtor. 


2. A claim of the creditor may also be satisfied by depositing the money into the deposit account of a notary, a bank or any other credit institution, or by setting-off counter claims.


key: chroma:document
string_value:
Article 6.52. Place of performance of an obligation


1. An obligation must be performed at the place expressly indicated in the contract or laws, or inferred from the essence of the obligation.


2. In the event where no place of performance is indicated, the following rules shall apply:


1) the obligation to deliver an individually specified thing must be performed at the place where the thing was located when the obligation arose;


2) the obligation to deliver an immovable thing must be performed at the place where the thing is located;


3) the obligation to deliver a thing specified as to the kind must be performed at the place of residence or business of the debtor;


4) a monetary obligation must be performed at the place of residence or business of the creditor at the time of maturity of the obligation. In the event of change of the creditor’s place of residence or business from the time of arising of the obligation, which has caused additional expenses of performance to the debtor, the creditor must compensate the debtor for such additional expenses. Upon the request of the creditor, a monetary obligation may also be performed in the territory of another state where the place of residence or business of the creditor is located at the time of payment, or the state where the creditor’s place of residence was at the time when the obligation arose. However, where the required performance would be rendered substantially more onerous in the consequence, the debtor may refuse to satisfy such requirement of the creditor and execute performance in the place of the creditor’s residence or business at the time when the obligation arose;


key: chroma:document
string_value:
5) all other obligations must be performed in the place of the debtor’s residence or business at the time of maturity of the time limit for the performance of the obligation.


key: chroma:document
string_value:
Article 6.53. Time limit for performance of an obligation


1. If the time limit for the performance of an obligation is not established, or it is determined by the moment of demand to perform the obligation, the creditor shall have the right to demand it at any time, and the debtor shall have the right to perform the obligation at any time. However, where a certain time limit is necessitated by the nature of the obligation, or the manner or place of its performance, it may be fixed by the court upon the demand of one of the parties.


2. The obligation whose time limit for performance is not determined must be performed by the debtor within seven days from the day on which the creditor requested performance unless a different time limit for performance results from laws or the essence of the contract. In such cases, the time limit for performance must be reasonable and enable the debtor to perform the obligation properly.


3. The debtor shall have the right to perform the obligation before the expiry of the time limit determined for its performance unless this is prohibited by laws, the contract, or is contrary to the essence of the obligation.


key: chroma:document
string_value:
Article 6.54. Imputation of payments


1. Unless otherwise agreed by the parties, payments received by the creditor in result of performance of an obligation shall be imputed first to the creditor’s expenses related to the filing of a claim to perform the obligation.


2. Second in line payments shall be imputed to interests in accordance with the sequence of their maturity.


3. Third in line payments shall be imputed to penalties.


4. Fourth in line payments shall be imputed to the performance of the principal obligation.


5. The creditor shall have the right to reject an offer to pay if the debtor indicates a different order of imputation than established in paragraphs 1, 2, 3 and 4 of this Article.


6. The creditor may reject full repayment of the principle obligation if the current interest at maturity is not paid at the same time.


key: chroma:document
string_value:
Article 6.55. Imputation of payments in the event of several debts


1. A debtor who owes several debts of the same kind to the same creditor may declare at the time of payment which debt he is repaying.  However, the debtor shall have no right without the consent of the creditor to impute a payment to an obligation not yet due in preference to a debt at maturity.


2. In the absence of such declaration of the debtor, or a different agreement between the parties, it shall be considered that the payment is imputed first to the debt at maturity. In the event of several debts at maturity, where none of them is secured, it shall be considered that the payment is imputed to the debt that was the first to reach maturity. Where several debts are due, it shall be considered that the payment is imputed to the one having the security. Among several secured debts, it shall be considered that the payment is imputed first to the debt which is most burdensome to the debtor, and in the event of all the debts being equally burdensome, to the one that was the first to reach maturity. In the instances where none of these criteria may be applied, imputation shall be made in proportion to all the debts.


3. The rules of this Article shall also apply when the debtor’s obligation to the creditor consists of the supply of goods or services, to the extent that this does not contradict the essence of the obligation.


key: chroma:document
string_value:
Article 6.56. Performance of an obligation by payment to a deposit account


1. The debtor shall have the right to perform a monetary obligation by depositing the debt into the deposit account of a notary, a bank or any other credit institution if:


1) the creditor or any other person authorised to accept the performance cannot be found at the place where the obligation is to be performed;


2) the creditor is legally incapable in this area and has no guardian appointed for him; 


3) the creditor avoids accepting the performance of the obligation;


4) the creditor is not clear, as the right to accept the performance is being disputed by several persons;


5) the creditor is of limited legal capacity in this area and has no curator appointed for him.


2. A deposit of the sum necessary for the performance of an obligation into a deposit account indicated in paragraph 1 of this Article shall be considered a proper performance of the obligation.


3. A notary, a bank or any other credit institution, into whose account the money has been deposited, must within a reasonable time inform the creditor accordingly.


key: chroma:document
string_value:
4. Where the subject matter of an obligation is a thing, and the creditor refuses to accept performance, the debtor must make a tender and determine the time limit for the acceptance of performance. In the case of the creditor’s failure to accept performance of the obligation within the established time limit, he shall be considered to be in breach of the obligation. In this event, the creditor shall bear the costs of the preservation of the thing. The creditor shall also bear the risk of accidental loss or deterioration of a thing. If a thing is perishable, the debtor may realise it and deposit the proceeds. These rules shall also apply within the conditions specified in paragraph 1 of this Article, with the exception of a tender.


5. Performance of an obligation in accordance with the rules provided for in this Article shall release the debtor from the payment of interest or any other dues in the future.


6. Interest or any other sums calculated from the day of deposit shall be due to the creditor. However, if the deposit is made to obtain performance of the obligation of the creditor that is correlative to the obligation the debtor intends to perform by the deposit, the interest and other sums received shall belong to the debtor until the deposit is accepted by the creditor.


key: chroma:document
string_value:
7. The deposited sums of money may be withdrawn by the debtor as long as the performance has not been accepted by the creditor.  If the debtor withdraws the deposited sums from the deposit account, he shall not be considered to have performed the obligation. Where the deposit of a sum of money is made during judicial proceedings, the debtor may withdraw such deposited sum only upon the authorisation of the court. In addition, the withdrawal may not be effectuated by the debtor if this would impair the rights of third persons, or the interests of solidary debtors or sureties.


8. In the event of bankruptcy, monetary funds accumulated in the deposit account shall not be calculated into the assets of the bank or of any other credit institution from which the claims of the creditors are satisfied under the procedure of bankruptcy.


key: chroma:document
string_value:
Article 6.57. Expenses of performance of an obligation

The expenses related with the performance of an obligation shall be charged to the debtor unless otherwise provided for by laws or a contract.


key: chroma:document
string_value:
Article 6.58. Right to suspend performance of an obligation


1. Where the contractual obligation is counter-performed, and the party who is the first to make actions of performance fails to perform its obligation, or where it is evident that the party will delay the performance of the obligation, the other party shall have the right to suspend the performance of its counter-obligation, or refuse to perform it altogether, inform of this the other party, and claim damages.


2. The party to the obligation shall have no right to suspend performance where:


1) the other party produces adequate security of performance of its obligation and this will not unduly delay performance of the obligation;


2) performance of the obligation of the other party is impossible for the reasons beyond the control thereof;


3) performance of the obligation of the other party is prevented by the fault of the opposite party.


3. In the event of a contractual obligation being not performed in full by one of its parties, the other party shall have the right to suspend the counter-performance of its obligation, or to refuse performance to the degree correspondent to that non-performed by the party obliged to perform it first.


4. Where a party performs its counter-obligation before the party who is to perform first, the latter shall be bound to perform its obligation.


5. The right to suspend performance of a bilateral obligation shall be extinguished when the other party to the obligation presents adequate security for the performance of its obligation.


6. The right to suspend performance of an obligation may also be invoked against the creditors of the other party to the obligation.


key: chroma:document
string_value:
6. The right to suspend performance of an obligation may also be invoked against the creditors of the other party to the obligation.


7. The right to suspend performance of an obligation must be exercised by the parties in good faith and reasonably.


key: chroma:document
string_value:
SECTION TWO

LEGAL EFFECTS OF NON-PERFORMANCE OF AN OBLIGATION

 


Article 6.59. Prohibition of unilateral refusal to perform an obligation

Unilateral refusal to perform an obligation or unilateral modification of the conditions of performance of an obligation shall be prohibited, except in the cases provided for by law or a contract. 

 


Article 6.60. Consequences of non-performance of an obligation to deliver an individually determined thing


1. Where a debtor fails to perform the obligation to deliver an individually determined thing to the creditor’s ownership or possession thereof by the right of trust or use, the creditor shall have the right to demand that thing to be delivered. This right shall be extinguished upon the thing concerned being delivered to another creditor with the same kind of right. Where the thing has not yet been delivered, the priority to receive it shall belong to the creditor in whose favour the obligation first arose, and in the event where it is impossible to be ascertained, to the creditor who was the first to bring the action. The creditor who is unable to exercise his right to claim performance in kind shall be entitled to claim compensation of damages only.


2. In the event where a penalty is foreseen by the contract, the creditor shall have the right at his choice to claim either payment of the penalty, or delivery of the individually determined thing.


key: chroma:document
string_value:
Article 6.61. Effects of non-performance of an obligation to do certain work


1. In the event where a debtor fails to perform an obligation that entails doing certain work, the creditor shall have the right to perform that work himself at the debtor’s expense within a reasonable time and for a reasonable price unless otherwise established by laws or a contract, or he may claim damages. In these instances, the creditor shall have the right to file a suit and demand the debtor to pay in advance the amount necessary for performing the work.


2. In the event where a debtor fails to perform an obligation that entails performing certain work or actions which can be performed exclusively by the debtor personally, the court shall, upon the demand of the creditor, exact a fine from the debtor in favour of the creditor. The amount of the fine shall be determined by the court. The fine may be exacted in a lump sum, or payable for every delayed day until the full performance of the obligation by the debtor.


3. Paragraph 2 of this Article shall not apply in the instances where the violated rights of the creditor can be defended by other means, likewise where the performance of the obligation was rendered impossible not through the fault of the debtor.


key: chroma:document
string_value:
Article 6.62. Liability for non-performance of an obligation arising from a bilateral contract


1. Where the performance of an obligation that arises from a bilateral contract has become impossible due to a circumstance not imputable to any of the parties, while neither laws nor a contract provides otherwise, none of the parties shall be entitled to require the other party to perform the contract. In such case, each party shall have the right to claim restitution in kind without the corresponding counter-performance.


2. Where the performance of an obligation that arises from a bilateral contract has become impossible due to a circumstance imputable to one party, while neither laws nor a contract provides otherwise, the other party shall be entitled to revoke the contract and claim restitution in kind (to return everything that was performed), likewise compensation of damages incurred as a result of non-performance.


3. Where the performance of an obligation that arises from a bilateral contract has become impossible due to a circumstance imputable to the other party, the first party shall be entitled to demand from the other party performance of the obligation and compensation of damages, including what has been accumulated due to the impossibility to perform the obligation.


key: chroma:document
string_value:
Article 6.63. Cases in which the debtor is considered to be in breach of an obligation


1. The debtor shall be considered to be in breach of an obligation where:


1) the conditions of a contract are not performed, or are being performed improperly; 


2) the debtor fails to perform the obligation within the established time limit;


3) the creditor, whether judicially or extra-judicially, reasonably demands the debtor to perform his obligation;


4) the creditor demands performance of the obligation within a reasonable time established by him, but the debtor has failed to perform the obligation within this time limit;


5) the debtor informs the creditor before the expiry of the time limit of his intention not to perform the obligation;


6) the performance of the obligation has become impossible due to the debtor’s fault.


2. From the moment the debtor is considered to be in breach of an obligation, he shall be liable for any damages suffered by the creditor, except in the cases where the debtor is released from the performance of the obligation.


3. In the event where the time limit for the performance of an obligation has not been fixed, the debtor shall be considered to be in breach of an obligation from the moment when the creditor made a demand in writing to perform the obligation and fixed the time limit for performance, but the debtor has failed to perform the obligation within that time limit.


key: chroma:document
string_value:
4. The debtor shall be liable for all the consequences of the impossibility to perform the obligation after it was breached by the debtor, except in cases where the performance of the obligation has been rendered impossible through the fault of the creditor.


5. After the breach of an obligation committed by the debtor, the creditor shall have the right to refuse acceptance of the tender offered by the debtor if the debtor does not concurrently offer compensation of damages sustained by the creditor as a result of the breach of the obligation.


key: chroma:document
string_value:
Article 6.64. Cases in which the creditor is considered to be in breach of an obligation


1. The creditor shall be considered to be in breach of an obligation where:


1) the debtor cannot perform the obligation due to insufficient cooperation between the creditor and the debtor, or through any other fault of the creditor;


2) the creditor through his own fault fails to perform his duty to the debtor, thus the debtor justifiably suspends performance of the obligation.


2. When the creditor is in breach of an obligation, the debtor may file a suit and demand to be released from the performance of the obligation in whole or in part, conditionally or unconditionally.


3. If the creditor breaches the obligation, the debtor shall be considered not to have breached it.  The debtor may not be considered to be in breach of the obligation as long as the creditor is considered to have breached it.


4. The debtor shall have the right to demand compensation for the damages incurred as a result of the breach of the obligation committed by the creditor.


key: chroma:document
string_value:
Article 6.65. Confirmation of performance of an obligation


1. Unless otherwise stipulated by the contract, the creditor, upon accepting the performance of an obligation, must issue to the debtor a quittance indicating to what extent, in part or in full, the performance has been made.


2. In the event where the creditor has documentary evidence of the debt issued by the debtor, he must, upon accepting the full performance of the obligation, remit this documentary evidence to the debtor or, failing that, inscribe the relevant annotation in the quittance. An inscription in the documentary evidence of the debt about the performance of the obligation shall be equalled to a quittance. If the performance does not cover the entire debt, or the creditor still needs this document for the exercise of his other rights, he shall have the right to retain it, though he must issue a quittance to the debtor.


3. If the creditor refuses to issue a quittance, to remit the documentary evidence of the debt, or to inscribe in the quittance annotation about the impossibility to remit that document, the debtor shall have the right to suspend the performance of his obligation until the document confirming the performance of the obligation is issued to him.


4. Where several actions must be performed by the debtor successively, a quittance for the two last actions shall create the presumption that the previous actions have also been performed, except in the cases where a contract or a quittance provides for otherwise.


5. If the creditor issues a quittance for the principal sum, it shall be presumed that the interest and other costs have also been paid by the debtor.


key: chroma:document
string_value:
Article 6.66. Right of the creditor to dispute transactions made by the debtor (actio Pauliana)


1. The creditor shall have the right to challenge transactions made by the debtor, where the debtor was not bound to make them and where they violate the rights of the creditor, while the debtor knew or ought to have known that prejudice to the creditor would result from that transaction (Paulian action). The creditor’s rights shall be considered violated if by such transaction the debtor renders himself insolvent or by which, being insolvent, he grants preference to another creditor, or the rights of the creditor are infringed in any other way.


2. A bilateral transaction may be annulled on the ground established in paragraph 1 of this Article only in the case when the third person concluding the transaction with the debtor concerned was in bad faith, i.e. he knew or ought to have known that the transaction violated the rights of the debtor’s creditor.  A gratuitous transaction may be annulled irrespectively of whether the third person is in good or bad faith.


3. The creditor shall have the right to bring an action upon the annulment of the transaction on the grounds provided in paragraph 1 of this Article within the limitation period of one year. This time limit shall be calculated from the day on which the creditor became aware or ought to have become aware of the transaction which violated his rights.


4. The annulment of the transaction shall have legal effects only in respect of the creditor who brought the action upon the annulment of the transaction and only to the extent that is necessary to remove the prejudice experienced by the creditor.


key: chroma:document
string_value:
5. The annulment of the transaction shall have no effect upon the rights of third persons in good faith to the property which was the object of the annulled transaction.


key: chroma:document
string_value:
Article 6.67. Presumption of bad faith

It shall be presumed that the parties to a transaction by whom interests of the creditor are violated were in bad faith if:


1) the debtor has concluded a transaction with his spouse, children, parents or other close relatives; 


2) the debtor has concluded a transaction with a legal person of which the debtor’s spouse, child, mother/father or any other close relative is the head or a member or participant of the management body who holds, directly or indirectly, by the right of ownership at least 50 per cent of the shares (member shares, contributions, etc.) in the legal person, or all of whom together hold at least 50 per cent of the shares (member shares, contributions, etc.) in that legal person;


3) the debtor, who is a legal person, has concluded a transaction with a natural person who is the head or a member of the management body of that legal person, or the spouse, child, mother/father or any other close relative of that person;


4) the value of the prestation which had to be performed by the debtor considerably exceeds the prestation presented by the other party to the transaction (disproportion of counter-obligations);


5) a transaction has been concluded upon the payment of a debt that has not yet matured;


key: chroma:document
string_value:
5) a transaction has been concluded upon the payment of a debt that has not yet matured;


6) the debtor, who is a legal person, has concluded a transaction with a natural person who, either himself or his spouse, children, parents, or any other close relatives, or jointly with them, is the participant of that legal person and holds, directly or indirectly, by the right of ownership at least 50 per cent of the shares (member shares, contributions, etc.) in that legal person;


7) the debtor, who is a legal person, has concluded a transaction with another legal person which is controlled by the debtor, or if the head or a member of the management body of one of the parties to the transaction is a person who, directly or indirectly, separately or jointly with his spouse, children, parents or close relatives, holds by the right of ownership at least 50 per cent of the shares (member shares, contributions, etc.) in the other legal person or of the shares (member shares, contributions, etc.) in both legal persons;


8) the debtor, who is a legal person, has concluded a transaction with an association of legal persons or with any other corporation of which the debtor is a member.


key: chroma:document
string_value:
Article 6.68. Oblique action


1. A creditor whose right to claim against the debtor is certain and exigible shall be entitled to exercise the rights of the debtor by bringing an action in the debtor’s name in the event where the debtor fails to exercise these rights himself, or refuses to exercise them to the prejudice of the creditor’s interests (an oblique action).


2. An oblique action may be brought only in the instances when the creditor is necessitated to protect his rights (in the event of the debtor’s insolvency, bankruptcy proceedings instituted against him, or in any other special events) and under the condition that the time limit for the performance of obligations has matured prior to bringing the action.


3. The creditor shall have no right to demand exercising of such debtor’s rights which are related exceptionally with the person of the debtor.


4. A person against whom an oblique action of the creditor is brought may set up against the creditor all the objections and defences he could have set up against the debtor.


5. Upon the satisfaction of an oblique action, the recovered property shall be set off against the property of the debtor and shall benefit all his creditors.

 


Article 6.69. Right of retention


1. The creditor shall be entitled to avail himself of the right of retention of a thing until the obligation is performed by the debtor.


2. The procedure for the implementation of the right of retention shall be established by the provisions of Book Four of this Code.

 


CHAPTER V

SECURING THE PERFORMANCE OF OBLIGATIONS


key: chroma:document
string_value:
CHAPTER V

SECURING THE PERFORMANCE OF OBLIGATIONS

 


Article 6.70. Ways of securing the performance of obligations


1. The performance of obligations may be secured under the contract or laws by penalty, pledge (hypothec), suretyship, guarantee, earnest money or in any other way provided for in the contract. Relationships related to pledge (hypothec) shall be regulated by the provisions of Book Four of this Code.   


2. Securing the performance may apply to both the existing and future obligations.

 


SECTION ONE

PENALTY

 


Article 6.71. Concept of penalty


1. A penalty shall mean a sum of money determined by the law, contract or court which the debtor must pay to the creditor in the case of failure to perform an obligation, or defective performance thereof (fine, late payment interest).


2. The penalty may be expressed as a concrete sum of money or as a percentage of the amount of the secured obligation.


3. The penalty stipulated for a delay in performance of an obligation may be established for every day, week, month, etc. that exceeds the time limit for performance.

 


Article 6.72. Form of agreement upon penalty

The clause by which it is agreed upon a penalty must be made in writing.


key: chroma:document
string_value:
Article 6.73. Penalty and actual performance of an obligation


1. Where an obligation with a penal clause is established, the creditor may not demand from the debtor both the actual performance of the obligation and the penalty, except in cases where the debtor misses the time limit for performance of the obligation. An agreement between the parties providing for any other stipulation shall be null and void. The sum stipulated in the penal clause shall be set off against damages in the case where compensation of damages is claimed.


2. The amount of penalty stipulated may be reduced by the court when it is manifestly excessive, or if the creditor has already benefited from partial performance of the obligation, although the sum may not be reduced below the damages payable for the failure to perform the obligation or for defective performance thereof. No reduction of the penalty paid shall be allowed.


3. The provisions of this Article shall not apply in the instances where it is otherwise provided for by this Code in respect of certain types of contracts.

 


Article 6.74. Voidability of agreement upon penalty

Where the transaction from which the obligation has arisen is declared void in accordance with the procedure established by laws, any agreement upon securing the performance of such an obligation by way of penalty shall also be void.

 


Article 6.75. Burden of proof

The burden to prove the fact of the proper performance of the obligation shall be placed on the debtor by whom the obligation to pay the penalty is disputed on the basis of assertion that the obligation has already been performed by him.

 


SECTION TWO

SURETYSHIP


key: chroma:document
string_value:
SECTION TWO

SURETYSHIP

 


Article 6.76. Concept of a contract of suretyship


1. Suretyship shall mean a contract by which the surety binds himself to be liable towards the creditor of another person gratuitously or for a remuneration in the event where the person in whose favour suretyship is granted fails to perform the obligation in whole or in part.


2. Suretyship shall be an accessory obligation (dependent upon the obligation of the principal debtor for which it has been entered into).  Suretyship shall terminate upon the extinguishment of the principal obligation or it having been declared void.


key: chroma:document
string_value:
Article 6.77. Grounds for suretyship


1. Suretyship shall result from a contract of suretyship or shall be imposed on the basis of laws, or a court judgment.


2. Suretyship may be granted for an obligation irrespective of the request of the person for whose obligation it is being granted, also irrespective of the identity of the person who binds himself.


3. A person may become surety either for the principal debtor or for his surety. 


4. The creditor shall have the right to require a surety to be a concrete person named by the creditor.  In the case where the creditor does not express such a requirement, the debtor must propose as surety a person with sufficient property to perform the obligation.


5. Where a debtor is bound to furnish suretyship on the grounds of laws (legal surety) or a court judgment (judicial surety), he shall have the right to present other adequate security for performance of the obligation instead of suretyship.


6. Disputes whether the property of the surety is sufficient, and whether the security offered is adequate shall be decided by the court.


key: chroma:document
string_value:
Article 6.78. Obligations secured by suretyship


1. Suretyship may be contracted for both already existing obligation and those which will arise in future, but in any event, suretyship may be applied only for the performance of a sufficiently specified obligation.


2. Suretyship may also be contracted for a part of the principal obligation. Suretyship may not be contracted for an amount in excess of that owed by the debtor.  Suretyship may not be contracted under any other onerous conditions. Where the sum secured by suretyship extends beyond the limits of the debt for which it was contracted, it must be reduced to the amount of the debt.


3. Suretyship shall extend to all the accessories of the principal obligation.

 


Article 6.79. Form of a contract of suretyship

Suretyship must be contracted in written form. Non-observance of this requirement shall result in the voidability of the contract.


key: chroma:document
string_value:
Article 6.80. Relationship between the surety and the creditor


1. At the request of the surety, the creditor must provide him with information about the content and conditions of the principal obligation, as well as about its performance.


2. The surety shall have the right to require from the creditor exaction to be levied first on concrete property of the principle debtor, except in the cases where the surety has expressly renounced this right. Where the creditor failed to comply with the instruction of the surety, and did not levy the exaction first on the indicated concrete property of the principle debtor, the creditor shall be liable for any subsequent insolvency of the principle debtor up to the value of the property indicated. These rules shall not apply in the instances of solidary liability of the principal debtor and the surety towards the creditor (paragraph 1 of Article 6.81 of this Code).

 


Article 6.81. Liability of the surety


1. If the debtor fails to perform the obligation, both the debtor and the surety shall be liable as solidary debtors towards the creditor for the performance of this obligation unless otherwise provided for by the contract of suretyship.


2. The surety shall be liable to the same extent as the debtor (for the payment of interest and penalty, compensation for damages) unless otherwise established by the contract of suretyship.  


3. Where several persons become sureties of the same debtor for the same debt, they shall be solidarily liable unless otherwise provided for by the contract of suretyship.


key: chroma:document
string_value:
Article 6.82. Rights and duties of the surety arising as a result of an action brought against him


1. In the event where the creditor brings an action against the surety, the latter must implead the debtor. Otherwise, the debtor shall have the right, in the case of a counter-claim brought by the surety, to set up against the creditor all the defences he is entitled to.


2. The surety shall have the right to set up against the creditor all the defences which could be set up by the debtor.  The surety shall not lose his right to set up such defences even when the debtor refuses his defences or admits his obligation.


3. The surety shall be entitled to avail himself of all other rights which may be exercised by the debtor (dispute a debt, apply a set-off, suspend performance of the obligation, etc.), with the exception of those which are exceptionally related to the person of the debtor.


4. A postponement of the performance of an obligation granted to the debtor by the creditor shall also apply to the surety.


key: chroma:document
string_value:
Article 6.83. Rights of the surety after the obligation is performed


1. All the rights of the creditor arising from a certain obligation shall pass to the surety by whom that obligation has been performed.


2. The surety who has bound himself at the request of the debtor or with his consent, and who has performed the obligation shall have additional right to claim from the principal debtor compensation for all the damages incurred in relation with the suretyship; he shall also have the right to charge interest on the sum paid to the creditor even if the principal debt is not producing interest. The surety who has bound himself without the knowledge of the debtor may only claim from him what the debtor would have been bound to pay, including damages, if there had been no suretyship.


3. Each of several co-sureties shall have the right by way of recourse to claim from the debtor what he has paid.


4. After the surety has performed the obligation, the creditor must deliver to him the documents confirming the right of claim against the debtor, as well as the rights by which such claim is secured.


key: chroma:document
string_value:
5. In the event where the surety fails to inform the principal debtor that he has performed the obligation, he shall have no right of recourse against the principal debtor who, being unaware of this performance, effectuates it repeatedly. The same effect shall be produced in the case where the surety performs the obligation without informing the principal debtor at the time when the principal debtor has already acquired the right to set up against the claim of the creditor defences that could have enabled him to have the debt declared extinguished. Nevertheless, in both of these cases the surety shall retain his right of claim for recovery of the sums that were not due to the creditor.


key: chroma:document
string_value:
Article 6.84. Right of recourse of the surety performing a solidary obligation

If several persons acted as sureties for the same obligation, and the obligation was performed by one of the co-sureties, the co-surety who has performed the obligation shall have the right of recourse against the other co-sureties for their respective shares in the event where those sums cannot be recovered from the debtor.

 


Article 6.85. Duty of the debtor to inform the surety about the performance of the obligation

The debtor who has performed the obligation secured by suretyship must immediately inform the surety about the performance. Otherwise, the surety, who in his turn has performed the obligation, shall retain the right of recourse against the debtor. In this case, the debtor shall be entitled to recover from the creditor only what has been received by him not due.

 


Article 6.86. Relief of the surety from liability

Where the creditor refuses his priority right in the satisfaction of his claim, or declines any other security of the obligation established in his favour, the surety shall be released from liability if the creditor would have been able to satisfy his claim by exercising the rights which he has refused.


key: chroma:document
string_value:
Article 6.87. Termination of suretyship


1. Suretyship shall be terminated at the time of extinguishment of the obligation which was secured by it.


2. Suretyship shall also be terminated by the death of the surety.


3. If the qualities of a surety and debtor are united in the same person, suretyship shall remain in force if the creditor has an interest in its continuation.


4. Unless the contract of suretyship provides for otherwise, suretyship shall be terminated if the obligation is changed in essence, and such change without the consent of the surety results in the increase of his liability, or in any other consequences unfavourable thereto.


5. Suretyship shall be terminated if the debt according to the secured obligation is assumed by another person and the surety does not give his consent to the creditor to extend suretyship over in respect of the new debtor.


6. Suretyship shall be terminated where the creditor without any grounds refuses to accept a proper performance of the obligation offered by the debtor or the surety.


key: chroma:document
string_value:
Article 6.88. Termination of suretyship contracted for a determinate period


1. Suretyship contracted for a determinate period or with a view of performing an obligation with a fixed term shall be terminated if the creditor does not bring an action against the surety within three months from the day on which the contract of suretyship or the time limit for performance of the obligation expires.


2. Where suretyship by which a future obligation is secured is contracted for a determinate period, it shall terminate on the day of expiration of the time limit for suretyship if the obligation has not arisen before the expiration of this time limit.

 


Article 6.89. Termination of suretyship contracted for an indeterminate period


1. In absence of any agreement to the contrary, where suretyship is contracted for an indeterminate period, or where the time limit for performance of an obligation is not indicated or determined by the moment of demand for performance, suretyship shall be terminated upon the expiry of two years from the day on which the contract of suretyship was concluded if the creditor does not bring an action against the surety within this time limit.


2. Where a future obligation is secured by suretyship contracted for an indeterminate period, the surety may, by his unilateral notice, dissolve it upon expiry of three years from its contraction if during the three years the obligation has not become exigible. The surety must immediately inform in writing the debtor and the creditor of the dissolution of suretyship.

 


SECTION THREE

GUARANTEE


key: chroma:document
string_value:
SECTION THREE

GUARANTEE

 


Article 6.90. Concept of a guarantee


1. A guarantee shall mean a unilateral obligation of a guarantor by which he binds himself within the sum indicated in the guarantee to be liable fully or in part towards another person (creditor) if a person (debtor) fails to perform an obligation, or performs it improperly; the guarantor also binds himself to compensate the creditor for damages under certain conditions (when the debtor becomes insolvent, and in other cases). The guarantor shall be subsidiarily liable.  


2. The obligation of the guarantor towards the creditor shall not depend on the principal obligation the performance of which is secured by it; a guarantee shall be an independent obligation even in the cases when the principal obligation is indicated in the guarantee.


3. A guarantor who has performed the obligation for a debtor shall acquire the right of recourse against the latter.

 


Article 6.91. Form of a guarantee

A guarantee must be drawn up in writing. Failure to meet this requirement shall render the guarantee null and void.


key: chroma:document
string_value:
Article 6.92. Limits of the obligation of a guarantor


1. The obligation of a guarantor shall be subsidiary and limited to the amount for which the guarantee was issued.


2. In the event where the guarantor fails to perform his obligation under the contract of guarantee, or performs it improperly, his liability towards the creditor for damages suffered as a consequence of violation of the guarantee shall not be limited to the amount for which the guarantee was issued.


3. Upon receiving the demand of the creditor to perform the obligation, the guarantor must immediately inform the debtor and submit to him copies of the creditor’s demand with the documents appended.


4. The guarantor shall have the right to refuse satisfaction of the creditor’s demand if this demand or the documents appended thereto do not correspond to the conditions of the guarantee, or they were submitted after the expiry of the time limit established for the guarantee. The guarantor must immediately notify the creditor about the refusal to satisfy his demand.


5. Where the guarantor becomes aware that the principal obligation secured by the guarantee has been performed in full, or has been terminated on other grounds, or has been declared null and void, he must immediately notify of this the creditor and the debtor.  In the event where after such notification the guarantor receives a repeated demand of the creditor to perform the obligation, he must satisfy it only upon the presentation by the creditor of proof that the obligation has not been terminated and continues to be valid.


key: chroma:document
string_value:
Article 6.93. Bank guarantee


1. Under a contract of a bank guarantee, the bank or any other credit institution (guarantor) shall bind itself in writing to pay to the debtor’s creditor upon his demand a sum of money fixed in the guarantee.


2. The debtor shall pay the guarantor the remuneration stipulated in the contract concluded between the debtor and the bank for the granting of a bank guarantee,


3. The bank guarantee shall enter into force from the moment of its granting unless otherwise provided for in the guarantee.      


4. The demand of the creditor concerning the performance under a bank guarantee must be submitted to the guarantor in writing with all the necessary documents appended. It must be indicated in the demand in what manner the debtor has violated the principal obligation secured by the guarantee.

 


Article 6.94. Irrevocability of a bank guarantee

The bank may not revoke any guarantee it has granted unless otherwise provided for by the contract of a guarantee.

 


Article 6.95. Prohibition to assign the right of claim

The creditor shall not be entitled to assign to another person the right of claim secured by the bank guarantee unless otherwise provided for in this guarantee.


key: chroma:document
string_value:
Article 6.96. Termination of a bank guarantee


1. A bank guarantee shall be terminated:


1) upon the payment by the bank to the creditor of the amount for which the guarantee was issued;


2) by the expiration of the time limit for the guarantee established by the contract of guarantee;


3) by the creditor’s renunciation of his rights arising from the guarantee and the return thereof to the bank, or information of the bank about the renunciation in writing.


2. Upon becoming aware that the guarantee has terminated, the bank must notify the debtor without delay.

 


Article 6.97. Right of recourse of the bank


1. The bank and the debtor may establish by a contract the right of recourse of the bank against the debtor after the bank effectuates to the creditor the payment of the sum of money stipulated in the guarantee.


2. The bank shall not have the right within the procedure of recourse to claim from the debtor compensation of the amounts paid not in accordance with the guarantee, or the amounts paid for non-performance or improper performance of the obligation of the bank to the creditor.

 


SECTION FOUR

EARNEST MONEY


key: chroma:document
string_value:
SECTION FOUR

EARNEST MONEY

 


Article 6.98. Concept of the earnest money


1. Earnest money shall be deemed to be a monetary amount issued by one contracting party from the payments due to be paid by it under a contract to the other party to prove the conclusion of the contract and secure its performance.


2. The earnest money may not be used for securing a preliminary contract, likewise a contract that must be concluded in the obligatory notarial form.

 


Article 6.99. Form of an earnest money agreement


1. An earnest money agreement must be concluded in the written form irrespective of the amount of the earnest money.


2. An earnest money agreement which does not meet the requirement of the written form shall be null and void.

 


Article 6.100. Consequences of non-performance of an obligation secured by the earnest money


1. If the party which issues the earnest money is liable for non-performance of the contract, the earnest money shall remain with the other party. In the event where the party to whom the earnest money was handed over is liable for non-performance of the contract, it must pay to the other party double the amount of the earnest money.


2. In addition, the party who is liable for non-performance of the contract must compensate the other party for damages, including the earnest money, unless otherwise provided for by the contract.

 


CHAPTER VI

ASSIGNMENT OF A CLAIM


key: chroma:document
string_value:
CHAPTER VI

ASSIGNMENT OF A CLAIM

 


Article 6.101. Right of the creditor to assign a claim


1. The creditor shall have the right, without the consent of the debtor, to assign to another person all or a part of the claim provided that the assignment does not contradict the laws or the contract, or the claim is not related with the person of the creditor. The assignment of the claim must not prejudice the rights of the debtor and must not render his obligation more onerous.


2. By effect of the assignment, the claim shall be transferred to the assignee with the privileges established for the security of performance of the obligation and other accessory rights.


3. A future claim shall be likewise subject to assignment.


4. The right of claim shall be transferred to another person by operation of law in the following cases:


1) upon universal assumption of the rights of the creditor;


2) where the rights of the creditor under a court judgment are delegated to another person if such possibility is provided for by laws;


3) where the surety or the pledgor of the debtor, who are not parties to the secured obligation, perform the obligation for the debtor;


4) where within the procedure of recourse the rights of the creditor connected with the debtor responsible for the insurance event are transferred to an insurance company;


5) in other cases provided for by law.


5. In the event where the person of the creditor is of essential importance to the debtor, the creditor shall be prohibited from assigning the claim without the consent of the debtor.


key: chroma:document
string_value:
Article 6.102. Cases in which the assignment of a claim is prohibited


1. The assignment of a claim against which recourse cannot be taken shall be prohibited.


2. Judges, public prosecutors and advocates cannot become assignees of claims in respect of which litigation has arisen in the court within whose jurisdiction they exercise their functions.


3. It shall be prohibited to assign a claim inseparably related with the person of the creditor (claim for maintenance, claim for compensation of damage caused by impairment of health or loss of life, etc.).

 


Article 6.103. Form of the contract

The form of a contract upon assignment of a claim shall be subject to the same requirements as prescribed for the principal obligation.


key: chroma:document
string_value:
Article 6.104. Delivering of documents


1. The creditor who has assigned his claim to another person must hand over to the new creditor the documentary evidence pertaining to the claim and the accessory rights, including the right to receive interest.  If such documents remain of importance to the previous creditor, he must hand over to the new creditor copies of the documents certified in accordance with the established procedure.


2. The assignment of a claim the performance of which is secured by a pledge (hypothec) must be inscribed in the public register.  In this case, the previous creditor and the new creditor must take measures in order to ensure that relevant inscriptions are made in the public register. 


3. In the event of assignment of the universality of claims, the previous creditor must deliver to the new creditor any pledged property which is under his control.


4. All expenses relating to the execution and delivering of the documents stipulated in paragraphs 1 and 2 of this Article shall be covered by the new creditor unless otherwise provided for by the contract.


5. The claim confirmed by a bearer security issued by the debtor shall be assigned by handing over the bearer security to the new creditor. In this case, the debtor must perform the obligation to any person who hands over the security to him.  In this event, the debtor shall neither be entitled to setting up any objections or defences other than a claim for acknowledging the nullity of the bearer security.


6. A creditor who has been dispossessed of a bearer security against his will may prevent the debtor from performing the obligation to the person who presents the security exclusively by means of instituting judicial proceedings.


key: chroma:document
string_value:
Article 6.105. Liability of an assignor (previous creditor)


1. The assignor (previous creditor) shall be liable towards the assignee (new creditor) for the invalidity of the assigned claim, though he shall not be liable for the debtor’s non-performance of the obligation arising from this claim, except in the cases when the assignor gives a surety to the assignee for the debtor.


2. Where the right of claim is assigned gratuitously, it shall be deemed that the assignor affirms that the right of claim exists, and is owned by him even if such affirmation is not provided for by the contract (statutory guarantee), with the exception of cases where the assignee acquires the right of claim at his own risk, or at the time of the assignment, he was aware or ought to have been aware of the uncertain nature of the right of claim. 


3. Where the right of claim is assigned for consideration, the assignor shall be liable only for the insolvency of the debtor that existed at the time of the assignment, and only to the extent of the amount he received for that assignment.


key: chroma:document
string_value:
Article 6.106. Performance of an obligation in favour of the assignor by the debtor uninformed about the assignment of the claim


1. In the event of failure to inform the debtor that the claim has been assigned, the performance of the obligation in favour of the assignor shall be deemed to be proper.  If the claim has been assigned several times, the performance of the obligation in favour of any subsequent creditor shall be deemed to be proper.


2. In the case of a dispute over the pretension to the claim, the debtor shall have the right to refuse payment to any concrete creditor and perform the obligation by depositing a sum into the depository account of a notary office, bank or any other credit institution.


3. In the instances where the debtor pays the debt being aware of the dispute indicated in paragraph 2 of this Article, he shall do so at his own risk.


key: chroma:document
string_value:
Article 6.107. Defences of the debtor against the claims of the assignee (new creditor)


1. The debtor shall have the right to set up against the assignee all the defences which he was entitled to set up against the assignor at the time of receiving the notice about the assignment of the claim.


2. After the assignment of the claim and handing over of a bearer instrument, the debtor who has issued the bearer instrument shall have no right to set up defences against the assignee based upon the assertion that the obligation is simulated or false, or the assignment is prohibited if at the time of the assignment of the claim the assignee did not know and could not have known of these circumstances.


3. In the event where, after the assignment of the claim, the debtor brings an action against the assignor for the annulment of the legal fact from which the obligation arises, the debtor must notify the assignee of this fact, except in the cases when the annulment of that legal fact cannot be invoked against the assignee.

 


Article 6.108. Set-off against the assignee

A debtor who has a counter-claim against the assignor shall be entitled to a set-off against the assignee, except in the cases where at the time of acquisition of the counter-claim the debtor was aware of the assignment of the claim, or the time limit for the recovery of the assigned claim expired after he became aware of its assignment, or after the expiration of the time limit allotted for the recovery of the assigned claim.


key: chroma:document
string_value:
Article 6.109. Notice of the assignment of a claim


1. The fact of the assignment of the claim may be invoked against third persons and the debtor only from the moment when the debtor acquiesced in it, or received a copy of the document confirming the fact of the assignment of the claim, or any other evidence of the fact of the assignment of the claim.


2. Where the debtor’s whereabouts are unknown, the assignment of the claim may be announced by public notice (Article 1.65 of this Code).


3. The assignment of the right of claim, which is registered in the public register in accordance with the procedure established by laws, shall be announced in accordance with the procedure laid down by laws and the fact of the assignment shall be inscribed in the public register.


4. The assignment of a claim may not be set up by the creditor against the debtor if the creditor has given notice of this assignment to the debtor, even if the assignment would have not occurred or would have been declared void.


5. The handing over of the contract on the assignment of the claim to the assignee and presentation of that contract to the debtor shall also be deemed to constitute a notice.


6. A notice on the assignment of the claim may be renounced only with the consent of the assignee.


key: chroma:document
string_value:
6. A notice on the assignment of the claim may be renounced only with the consent of the assignee.


7. The debtor must perform the obligation to the assignee only if the latter together with the expression of his demand presents the contract on the assignment of the claim. Waiver of the obligation or a demand for the performance thereof by the assignee shall have no effect without presentation of a contract on the assignment. This rule shall not apply if the assignee has notified the debtor of the assignment of the claim in writing.


key: chroma:document
string_value:
Article 6.110. Assignment of other rights

The rules establishing the procedure for the assignment of a claim shall also apply to the assignment of other rights unless otherwise provided for by laws.

 


CHAPTER VII

TRANSFER OF A CLAIM TO A THIRD PERSON WITHIN THE PROCEDURE OF RECOURSE

(SUBROGATION)  

 


Article 6.111. Grounds for subrogation

Subrogation may be effectuated on the basis of a written contract or laws.

 


Article 6.112. Cases of subrogation

A claim shall be transferred to a third person by way of subrogation when:


1) the claim is satisfied from the property of the third person;


2) the obligation is performed for the debtor by the third person whose property was pledged in securing the performance of obligation;


3) the third person performs the obligation for the debtor in order to prevent seizure of property, even though the property does not belong to him, where the seizure would make him lose whatever rights he has in that property;


4) the debtor and the third person who has paid the debt concludes a contract upon the payment of the debt, provided that the creditor knew of this contract at the time of payment, or had been notified thereof.

 


Article 6.113. Rights acquired as a result of subrogation

A third person who is subrogated to the rights of the creditor may not acquire more rights than the subrogating creditor.


key: chroma:document
string_value:
Article 6.114. Subrogation by operation of law

A claim shall be transferred to a third person according to subrogation by operation of law in the following cases:


1) in favour of the creditor who pays the debt to another creditor whose claim has preference to his by virtue of its securement in the form of a pledge (hypothec) or by the priority of claim;


2) in favour of the acquirer of the property when he performs an obligation towards the creditor whose claim is secured by a pledge (hypothec) on that property;


3) in favour of a person who performs the obligation to which he is bound with other debtors, or has reasonable interest in the performance thereof;


4) in favour of a heir who at his expense performs the obligation of succession for which he was not bound;


5) in other cases provided for by law.

 


CHAPTER VIII

DELEGATION OF DEBT

 


Article 6.115. Delegation of debt by a contract between the creditor and the new debtor (delegee)

A third person may by the effect of a contract with the creditor accept the rights and duties of the debtor.


key: chroma:document
string_value:
Article 6.116. Delegation and assumption of debt by the effect of a contract between the debtor and the person who assumes the debt (delegee)


1. Delegation of debt may be effectuated by the debtor exclusively with the consent of the creditor unless otherwise provided for in other laws governing the stability and soundness of financial institutions and the system of financial institutions. The consent shall be given only after the creditor is notified of the intended delegation by the debtor and the person who assumes the debt (delegee).  Until the creditor has consented, the contract may be modified or terminated by the parties. After the consent of the creditor is received, the contract between the initial and the new (delegee) debtor may not be modified.


2. The creditor’s consent for delegation of the debt may be given in advance.  The creditor shall have no right to revoke his consent given in advance unless he has reserved this right in the said consent.


3. If the creditor has not given his consent, delegation of the debt shall be deemed not to have been effectuated.  In the event where the debtor and the person who assumes the debt (delegee) establish a time limit during which the consent of the creditor must be given, the consent may be given within the period provided. If no consent of the creditor is given within the established time limit, it shall be deemed that the creditor has not consented to the delegation of the debt.


key: chroma:document
string_value:
4. Pending the expression of consent or dissent by the creditor, the person who assumes the debt (delegee) shall be bound to the debtor for the performance of the obligation in favour of the creditor.


key: chroma:document
string_value:
Article 6.117. Delegation of a debt secured by pledge (hypothecated debt)   

Upon effectuation by the debtor delegation of a debt secured by pledge (hypothecated debt), the right of pledge to the property of the debtor shall remain valid. 

 


Article 6.118. Form of the contractual delegation and assumption of debt

The contractual delegation and assumption of debt must be made in writing.

 


Article 6.119. Defences available to the person who assumes a debt (delegee)


1. The new debtor (delegee) shall have the right to invoke against the creditor all the defences based upon the obligatory relationship between the creditor and the initial debtor. Nevertheless, the claim of the initial debtor cannot be claimed by the new debtor (delegee) for a set-off.


2. The new debtor (delegee) may not invoke against the creditor the defences based upon the relationship between the initial debtor and the person who has assumed the debt (delegee) which formed the basis for the delegation of the debt.

 


Article 6.120. Accessory rights


1. Upon the change of the debtor in the effect of the assumption of a debt, all accessory rights of the creditor shall remain unchanged provided that they are not purely personal in respect of the initial debtor.


2. Suretyship and pledge granted by a third person shall be extinguished by the delegation of the debt if the surety or the pledgor do not expressly state their consent to be liable for the new debtor (delegee).


key: chroma:document
string_value:
Article 6.121. Effects of invalidity of a contract of delegation of debt


1. If a contract of delegation of debt is declared null and void, the obligations of the initial creditor, likewise all his accessory rights and responsibilities arising therefrom shall be restored; although the rights of third persons in good faith shall be retained.


2. The creditor shall have the right to claim against the person who has assumed the debt (delegee) compensation of damages resulting from the invalidity of contract of delegation of debt, except in the instances where the invalidity of that contract and the resulting damages were not conditioned by the delegee’s fault.

 


Article 6.122. Assumption of property or a legal person


1. A person who has assumed property or an enterprise with its assets and liabilities shall also assume the rights and obligations connected with the property assumed.


2. Assumption of obligations in the cases of reorganisation of a legal person shall be regulated by the provisions of Book Two of this Code.

 


CHAPTER IX

EXTINCTION OF OBLIGATIONS

 


SECTION ONE

GENERAL PROVISIONS OF EXTINCTION OF OBLIGATIONS


key: chroma:document
string_value:
SECTION ONE

GENERAL PROVISIONS OF EXTINCTION OF OBLIGATIONS

 


Article 6.123. Extinction of an obligation by performance


1. An obligation shall be extinguished by its proper performance. It shall likewise be extinguished where a creditor has accepted the performance of a different kind in substitution for the one originally called for.


2. After the acceptance of performance by the creditor, the burden of proof of non-performance or the improper performance thereof shall fall on the creditor.


3. Extinction of an obligation by a proper performance shall entail termination of all accessory rights and liabilities arising from this obligation.

 


Article 6.124. Extinction of an obligation by the expiry of a resolutory time limit

An obligation shall be extinguished by the expiry of a resolutory time limit which is a condition for the termination of the obligation.

 


Article 6.125. Extinction of an obligation by agreement of the parties


1. An obligation may be extinguished in whole or in part by agreement of the parties thereof. Such agreement may be concluded in any form, except in cases where its obligatory written or notarial form is established for the arising of the obligation.


2. An obligation may be extinguished by a unilateral statement of the party to the obligation only in cases provided for in laws or a contract.


key: chroma:document
string_value:
Article 6.126. Extinction of an obligation by confusion


1. An obligation shall be extinguished where the qualities of creditor and debtor are united in the same person. 


2. Where confusion ceases to exist, the obligation shall be restored unless it has been extinguished upon other grounds.


3. The confusion of the qualities of the parties to the obligation shall not affect the rights of third persons.


4. An obligation may not extinguish by confusion if the claim and the debt are related with separate and unconnected property.


5. In the event of suretyship, confusion of the qualities of creditor and debtor shall result in the extinction of the suretyship.


6. Confusion of the qualities of surety and creditor, or of surety and principal debtor shall not be the grounds for the extinction of the principal obligation.


7. Confusion of the qualities of creditor and one of the solidary debtors, or of debtor and one of the solidary creditors shall be the grounds for the extinction of the obligation only to the extent of the share of that solidary debtor or solidary creditor.


8. A pledge (hypothec) shall be extinguished by confusion of qualities of hypothecary creditor and the owner of the pledged property. However, if a creditor is evicted for a cause which is not imputable to him, the pledge (hypothec) shall revive.


key: chroma:document
string_value:
Article 6.127. Extinction of an obligation by impossibility of its performance


1. An obligation shall be extinguished when its performance becomes impossible as a consequence of superior force which is not imputable to the debtor. An obligation shall extinguish upon these grounds only in that event if the superior force arose before the obligation was violated by the debtor.  The burden of proof of a superior force shall fall on the debtor. In the event where the performance was rendered impossible only in part, the obligation shall be extinguished when the debtor performs that part of the obligation whose performance is still possible.


2. In the event indicated in paragraph 1 of this Article, the debtor in a bilateral contract who has been released by impossibility of performance must return all the benefits which he has received from the other party, and he shall have no right to claim performance of the remaining part of the unperformed obligation of the creditor in accordance with the contract.


3. If the performance of the obligation has become impossible by reason of unlawful acts of state or municipal institutions, the parties may claim compensation of damages from the state or municipal budget. When such act is annulled, the obligation shall revive unless otherwise conditioned by the contract of the parties or the essence of the obligation, or the creditor has already lost interest therein.


key: chroma:document
string_value:
Article 6.128. Extinction of an obligation upon the death of a natural person or liquidation of a legal person


1. An obligation shall be extinguished upon the death of a debtor if it cannot be performed without the participation of the debtor himself, or if it is in any other way inseparably connected with the person of the debtor.


2. An obligation shall be extinguished upon the death of a creditor where the performance of the obligation was assigned to the creditor personally, or where it is in any other way inseparably connected with the person of the creditor.


3. An obligation shall be extinguished upon the liquidation of a legal person (a creditor or a debtor), except where it is stipulated by laws that the obligation must be performed by other persons.


key: chroma:document
string_value:
Article 6.129. Release of a debtor from the performance of an obligation


1. An obligation shall be extinguished where the creditor releases his debtor from performance of the obligation, or declares the obligation to be non-existent if such release does not violate the rights of third persons towards the property of the creditor.


2. Release must be expressed in a clear and unequivocal manner.   Release may be onerous or gratuitous.


3. Release shall be complete unless clearly stipulated by the creditor to be partial.


4. A creditor shall be presumed to grant a debtor release of the debt where the creditor voluntarily surrenders the document evidencing the debt to the debtor unless the circumstances indicate that the document evidencing the debt has been surrendered to the debtor after he has performed the obligation.


5. The creditor’s offer addressed to the debtor regarding the latter’s onerous release from performance of an obligation shall be considered accepted if it is not rejected by the debtor immediately upon receipt.


6. In the event where an obligation is solidary, release granted to one of the solidary debtors shall release the other co-debtors only from the performance of the released person’s part. Express release granted by one of the solidary creditors to a debtor shall release the debtor only from the performance of the part in which the claim of that creditor can be brought.


7. Express renunciation of a pledge (hypothec) or any other kind of security of performance of obligation made by a creditor shall not constitute any grounds for acknowledging that the debtor has been released from performance of the principal obligation.


key: chroma:document
string_value:
SECTION TWO

SET-OFF

 


Article 6.130. Extinction of an obligation by a set-off


1. An obligation shall be extinguished by a set-off of a counter-claim which is of the same kind and its time limit has expired, or the time limit of its performance is not fixed, or it is defined by the moment of the demand to perform the obligation.


2. A set-off or refusal to make a set-off shall have no effect in respect of the rights acquired by a third person in good faith.

 


Article 6.131. Procedure of a set-off


1. Declaration of intention made by one party shall be sufficient for the effectuation of a set-off.


2. A set-off shall be effectuated by notifying the other party to the obligation thereof. The notification shall be deemed of no effect where the set-off is made dependable upon a certain condition, or a time limit established thereto.


3. Where the creditor possesses documentary evidence of the debt issued by the debtor, the set-off shall be effectuated by inscribing the declaration of a set-off in the document and by remitting it to the debtor.


4. If a set-off does not cover the entire claim, or where the creditor still needs the documentary evidence of the debt to exercise his other rights, the creditor shall have the right to retain the document with the inscription upon the set-off, although the creditor must also furnish the debtor with a written notice of the set-off.


key: chroma:document
string_value:
Article 6.132. Period of grace in a set-off

A period of grace granted to the debtor for payment of one of the debts shall not prevent the application of a set-off.

 


Article 6.133. Set-off when the obligation is performed in a different place


1. The fact that the obligation must be performed in a different place shall not prevent the application of a set-off.


2. In the case indicated in paragraph 1 of this Article, the party to the obligation who avails itself of the right of a set-off must compensate for the damages suffered by the other party as a consequence of the obligation not being performed at the place agreed.

 


Article 6.134. Prohibition to effect a set-off


1. It shall be prohibited to effect a set-off of the following:


1) claims disputed within the judicial proceedings;


2) claims arising from a contract for the constitution of a life annuity;


3) claims the performance of which is connected with the person of a concrete creditor;


4) claims for damage suffered by reason of bodily injury or death;


5) claims against the State; although, the State has the right to effect a set-off;


6)  where the subject matter of an obligation is property which is exempt from recovery;


7) other claims provided for by law.


2. A debtor shall not be entitled to the right of a set-off if he is bound to compensate for damages resulting from his actions performed with the intention to harm.


key: chroma:document
string_value:
Article 6.135. Set-off in suretyship relations


1. A surety may refuse to satisfy the claim of the creditor if the principal debtor is entitled to the right of a set-off.


2. A surety shall have the right to effect a set-off for what the creditor owes to the principal debtor, i.e. by considering the relationships between the creditor and the debtor, but the principal debtor shall not have the right to effect a set-off in the interrelations of the creditor and the surety, i.e. for what the creditor owes to the surety.

 


Article 6.136. Set-off in the case of assignment of a claim

Where a claim is assigned, the debtor shall have the right to use for a set-off his claim against the previous creditor for the satisfaction of a claim of the new creditor (assignee) if the time limit of the debtor’s claim expired before the day when the notice about the assignment of the claim was received by him, or if the time limit is not established, or if it is defined by the moment of a demand to perform the obligation, with the exception of cases provided for in Article 6.108 of this Code.


key: chroma:document
string_value:
Article 6.137. Set-off in the case of a solidary obligation


1. A solidary debtor may not use a set-off for what the creditor owes to his co-debtor, except for the share of that co-debtor in the solidary debt.


2. A debtor (whether solidary or not) may not use a set-off against one of the solidary creditors for what another co-creditor owes him, except for the share of that co-creditor in the solidary debt.

 


Article 6.138. Set-off in the case of several debts

Where several debts are owed by one debtor to the same creditor, a set-off shall be effected by applying the rules of priority of imputation of payment established in Articles 6.54 to 6.55 of this Code.

 


Article 6.139. Set-off in a contract concluded in favour of a third person

A person who has assumed an obligation in favour of a third person shall have no right to use his own claim against the other party to the obligation for a set-off to relieve himself.

 


Article 6.140. Set-off in the case of the debtor’s insolvency

After a debtor has proved to be insolvent, the claims of the creditors may be used for a set-off even though they are not due unless otherwise provided for by laws.

 


SECTION THREE

NOVATION


key: chroma:document
string_value:
SECTION THREE

NOVATION

 


Article 6.141. Concept of novation


1. An obligation shall be extinguished when the parties by their agreement substitute the existing obligation with a new obligation of a different subject matter or different kind of performance (novation). Novation shall also be effected where a new debtor is substituted for the initial debtor who is discharged by the creditor. In such a case, novation may be effected without the consent of the initial debtor. Such conduct where by the effect of a new contract, a new creditor is substituted for the previous creditor towards whom the debtor is discharged shall likewise be considered novation.


2. Novation shall not be presumed, and the intention to effect it must be expressed clearly and unequivocally in all cases.


3. Novation shall be possible only if the previous obligation is valid.


4. It shall be prohibited to apply novation for the obligations to compensate for damage incurred by reason of bodily injury or death, also for the obligations the performance of which is connected exceptionally with the person of the parties.

 


Article 6.142. Conduct that does not imply novation

Any extension or abridgement of the time limit of performance of an obligation, the issuance or change of a document confirming the existence of the obligation, and any other accessory modifications of an obligation shall not be considered novation.


key: chroma:document
string_value:
Article 6.143. Influence of novation upon accessory rights


1. The right of pledge (hypothec), also other accessory rights arising from the original obligation shall be extinguished by novation, except in the cases where the parties agree to retain them.


2. If novation is made between the creditor and one of the solidary debtors with the effect of discharging from the performance of the obligation all other co-debtors, the right of pledge (hypothec) and other accessory rights arising from the original obligation may be retained only in respect of the property of the debtor who makes the new obligation (novation) with the creditor.


3. Where novation is effected by substituting a new debtor for the initial debtor who is discharged from the performance of the obligation, pledge (hypothec) by which the performance of the obligation is secured may not be transferred to the property of the new debtor. Pledge (hypothec) attached to the property of the discharged initial debtor may be retained only with the consent of the initial debtor. In the event where a new debtor acquires from the initial debtor a thing, the rights to which are encumbered by pledge (hypothec), the pledge (hypothec) shall be retained if the new debtor consents thereto.


key: chroma:document
string_value:
Article 6.144. Other effects of novation


1. Where novation is a replacement of the original debtor, the new debtor may not invoke against the creditor the defences which he could have set up against the initial debtor, nor the defences which the initial debtor had against the creditor. However, the debtor may claim for the nullity of the transaction from which his obligation results.


2. In the event of novation of a creditor and a principal debtor, a surety of the debtor shall be released from the performance of the obligation.


3. An obligation shall not be extinguished upon the grounds provided for in paragraph 2 of this Article if the creditor requires participation of the surety in the novation and the surety refuses.

 


CHAPTER X

RESTITUTION

 


Article 6.145. Grounds for restitution


1. Restitution shall take place where a person is bound to return to another person the property he has received either unlawfully or by error, or as a result of the transaction according to which the property has been received by him being annulled ab initio, or as a result of the obligation becoming impossible to perform because of a superior force.


2. In exceptional cases, the court may modify the mode of restitution or refuse restitution altogether where it would render undue and unfair aggravation for one party and, accordingly, undue advantage to the other party.


key: chroma:document
string_value:
Article 6.146. Mode of restitution

Restitution shall be made in kind, except in the instances where this is impossible or it would cause serious inconveniences for the parties.  In these cases, restitution shall be effectuated by payment in monetary equivalence.

 


Article 6.147. Estimation of monetary equivalence


1. Monetary equivalence shall be estimated according to prices that were valid at the time when the debtor received what he is liable to restore.


2. In the case of destruction or alienation of property subject to restitution, the person must compensate for the value of the property which was at the time when the property was received, destroyed or alienated, or at the time of its restitution, taking into account whichever value is the lowest. In the event of the person liable to make restitution being in bad faith, or where the restitution is due to his fault, he must pay the highest value of the property.


key: chroma:document
string_value:
Article 6.148. Indemnity for the lost property


1. If the property is destroyed by a superior force, the restitution shall not be applied, but the debtor shall be bound to assign to the creditor the claim for indemnity for the lost property, or to deliver him the indemnity he has received for the destroyed property.


2. In the event where the debtor is in bad faith, or the restitution is due to his fault, he shall be bound to return the value of the property calculated in accordance with the rules provided in paragraph 2 of Article 6.147 of this Code, except in the cases where the debtor proves that the property would have been destroyed even if it had been in the possession of the creditor.

 


Article 6.149. Partial destruction of the property

Where the property has suffered partial loss or any other depreciation in value, the debtor shall be bound to pay the creditor monetary equivalence of such partial loss or to indemnify the depreciation in value of the property unless it results from normal wear and tear of the property.

 


Article 6.150. Reimbursement of expenses relating to the care of the property

Expenses relating to the care and custody of the property subject to restitution incurred by the person who is bound to return the property shall be reimbursed in accordance with the provisions of Book Four of this Code applicable in respect of possessors in good faith and possessors in bad faith.


key: chroma:document
string_value:
Article 6.151. Restoration of fruits and revenues


1. The fruits and revenues of the property subject to restitution shall belong to the person bound to make restitution. This person shall bear all the expenses incurred in the production of those fruits and revenues.


2. In the event where the person bound to make restitution is in bad faith, or if the restitution is due to his fault, he shall be obliged to return the fruits and revenues and to reimburse the creditor for any benefit he has derived from the property. However, the creditor must reimburse such person for the expenses incurred by him to obtain the fruits and revenues.

 


Article 6.152. Costs of restitution


1. Costs of restitution shall be borne by both parties in equal shares unless they have agreed otherwise.


2. In the event where one party is in bad faith, or the restitution is due to its fault, all costs of restitution must be borne by that party alone.

 


Article 6.153. Effect of restitution on third persons


1. Third persons in good faith who, in accordance with a transaction of alienation by onerous title, have acquired property subject to restitution may invoke this transaction against a person who claims for restitution.


2. Third persons in good faith who, in accordance with a transaction of alienation by gratuitous title, have acquired property subject to restitution may not invoke this transaction against a person who claims for restitution if the time limit of prescription has not been exceeded by the latter.


3. Any other actions performed in favour of a third person in good faith may be invoked against a person who claims for restitution.


key: chroma:document
string_value:
PART II

CONTRACT LAW

 


CHAPTER XI

GENERAL PROVISIONS

 


Article 6.154. Concept of a contract


1. A contract shall mean an agreement between two or more persons to establish, modify or extinguish legal relationships by which one or several persons obligate themselves to one or several other persons to perform certain actions (or to refrain from performing certain actions) while the latter persons obtain the right of claim.


2. Contracts shall be subject to provisions of this Code that regulate bilateral and multilateral transactions.


3. Unless any exceptions from general rules are established by provisions regulating contractual relationships, the provisions of Part I of this Book that regulate general questions of the law of obligations shall likewise apply to contracts.

 


Article 6.155. Scope of application


1. General rules of contract law provided for in this Chapter shall apply to all contracts, taking into account their nature.


2. Special rules for certain types of contracts may also be established by other laws.


key: chroma:document
string_value:
Article 6.156. Principle of freedom of contract


1. The parties shall be free to enter into contracts and determine their mutual rights and duties at their own discretion; the parties shall also have the right to conclude other contracts not provided for in this Code if this does not contradict laws.


2. It shall be prohibited to compel another person to conclude a contract, except in cases when the duty to enter into a contract is established by laws or a free-will engagement.


3. The parties shall have the right to form a contract which contains elements of contracts of several types. Such contract shall be governed by rules regulating the separate types of contracts unless otherwise provided for by agreement of the parties, or this contradicts the essence of the contract.


4. The conditions of a contract shall be established by the parties at their own discretion, except in the cases where certain conditions of a contract are determined by the mandatory rules of law.


5. Where the conditions of a contract are established by a non-mandatory rule of law, the parties may agree on non-application of these conditions, or they may agree on any other conditions.  In the absence of such an agreement between the parties, the conditions of the contract shall be determined in accordance with the non-mandatory rule of law.


6. Where some conditions of a contract are regulated neither by laws nor by agreement between the parties, in the case of a dispute, such conditions shall be determined by a court on the basis of usages, principles of justice, reasonableness and good faith, also by application of analogy of statutes and the law.


key: chroma:document
string_value:
Article 6.157. Mandatory rules or law and a contract


1. The parties themselves may not agree on modification, restriction or abrogation of an effect or application of the mandatory rules of law, irrespective of by what law – national or international – these norms are determined.


2. Modification of the rules of law of mandatory character adopted after the conclusion of the contract shall not affect the conditions of the contract.

 


Article 6.158. Good faith and fair dealing


1. Each party to a contract must act in good faith in their contractual relationships.


2. The parties may not change or exclude by their agreement the duty established in paragraph 1 of this Article.

 


Article 6.159. Elements of a contract

The following elements shall be sufficient to render a contract valid: an agreement between legally capable parties, and, when prescribed by laws, also the form of a contract.


key: chroma:document
string_value:
Article 6.160. Types of contracts


1. Contracts may be unilateral and bilateral, onerous and gratuitous, consensual and real, contracts of successive performance and of instantaneous performance, consumer contracts and others.


2. According to the manner of their conclusion, contracts shall be divided into contracts by mutual agreement and contracts of adhesion.


3. According to the definiteness of advantages that the parties obtain, contracts shall be divided into aleatory (where receiving of advantages and the amount of the obligation of the parties is uncertain and dependant on occurrence or non-occurrence of a certain event) and commutative contracts (where the advantages and the extent of the advantages obtained by the parties are certain and determinate at the time when the contract is formed).


key: chroma:document
string_value:
Article 6.161. Public contract


1. A public contract shall be a contract concluded by a legal person (trader) that renders services or sells goods to an indefinite number of persons, i.e. to everyone who makes a request (enterprises of transport, communications, electricity, heating, gas, water supply and others).


2. In rendering services or selling goods, a legal person (trader) must enter into contracts with every person who applies for those services, with the exception of cases approved in accordance with the procedure established by laws.


3. When concluding public contracts, a legal person (trader) shall have no right to grant privileges to anyone, except in cases provided for by law.


4. Prices and other conditions of goods and services under public contracts must be equal to all consumers of the same category, except in cases expressly provided for by laws where preferential conditions may be applied to the separate categories of consumers.


5. In the cases established by laws, a legal person (trader) must submit standard conditions of a public contract to the relevant state institution for approval. In the cases established by laws, public contracts may be concluded in accordance with standard conditions approved by the relevant state institution and binding on both parties.

 


CHAPTER XII

FORMATION OF CONTRACTS


key: chroma:document
string_value:
CHAPTER XII

FORMATION OF CONTRACTS

 


Article 6.162. Formation of a contract


1. A contract shall be formed either by the proposal (offer) and the assent (acceptance) or by any other actions of the parties that are sufficient to show their agreement.


2. Where the parties agree on all essential conditions of a contract, the contract shall be effective, even though the parties have reserved an agreement as to secondary conditions. If the parties do not reach an agreement on the secondary conditions, the dispute may be resolved in judicial proceedings, taking account of the nature of the contract, non-mandatory rules of law, usages, and the principles of justice, reasonableness and good faith.

 


Article 6.163. Obligations of parties in pre-contractual relationships


1. In the course of pre-contractual relationships, parties must act in good faith.


2. Parties shall be free to begin negotiations and negotiate, and shall not be liable for failure to reach an agreement.


3. A party who begins negotiations or negotiates in bad faith shall be liable for the damages caused to the other party. It shall be considered bad faith for a party to enter into negotiations or continue them without intending to reach an agreement with the other party, likewise any other actions that do not conform to the criteria of good faith.


4. The parties must disclose to each other any information of which they are aware that is of essential importance for the conclusion of a contract.


key: chroma:document
string_value:
Article 6.164. Duty of confidentiality


1. Where in the course of negotiations one party furnishes the other with confidential information, the party that has learned or received such information shall be under the duty not to disclose it, or use it unlawfully for its own purposes, irrespective of whether a contract is subsequently concluded or not. The breach of confidentiality shall inflict liability of the faulty party in damages suffered by the injured party.


2. In such cases, the minimal amount of recoverable damages shall consist of monetary expression of benefit received.

 


Article 6.165. Preliminary contract


1. A preliminary contract shall be an agreement between parties by which they obligate themselves to conclude another – principal – contract in future under the conditions negotiated in the agreement.


2. A preliminary contract must be made in writing.       Failure to comply with the requirements as to the form of the contract shall render the preliminary contract null and void.


3. In the preliminary contract, the parties must establish a time limit within which the principal contract is to be formed. In the event where such time limit is not established in the preliminary contract, the principal contract must be formed within one year from the date of the conclusion of the preliminary contract.


4. If after conclusion of the preliminary contract a party without due grounds avoids or refuses to enter into a principal contract, it must compensate the other party for the damages caused.


5. In the event where the parties fail to form a principal contract within the time limit established in the preliminary contract, the obligation to form that contract shall be extinguished.


key: chroma:document
string_value:
Article 6.166. Presumption of knowledge

An offer, acceptance, their revocation or any other communication addressed to a given person shall be presumed to become known to him at the moment when they reach the addressee’s place of residence or business (registered office) or the e-delivery box unless the addressee proves that it was impossible for him to receive the communication through no fault of his own or any of his employees.

 


Article 6.167. Offer


1. A proposal for concluding a contract shall be deemed to be an offer if it is sufficiently definite and indicates the intention of the offeror to be restricted in his rights by a contract and to be bound in the case of acceptance.


2. An offer may be addressed to a definite person or to an indeterminate number of persons (offer to the public).

 


Article 6.168. Effect of an offer


1. An offer shall become effective when received by the offeree.


2. An offer, even if it is irrevocable, may be revoked by the offeror if the notice on the revocation reaches the offeree before or at the same time as the offer.


key: chroma:document
string_value:
Article 6.169. Revocation of an offer


1. Until a contract is concluded, an offer may be revoked if the revocation reaches the offerer before he has dispatched the acceptance.


2. However, an offer may not be revoked if: 


1) it is indicated therein, whether by stating a fixed time limit for acceptance or otherwise, that it is irrevocable;


2) there were reasonable grounds for the offeree to rely on the offer as being irrevocable, and he acted accordingly.

 


Article 6.170. Termination of an offer

An offer shall lose its effect when the notice on its rejection reaches the offeror, or no reply to the offer is received within the established time limit.

 


Article 6.171. Offer to the public


1. An offer to the public shall be a proposal for concluding a contract where such proposal is addressed to everyone, also the display of goods with the indicated prices on the shelves in a shop or in the shop window, or a promise to pay for the performance of certain actions.


2. Revocation of an offer to the public, if made in the same form as the offer,  shall extinguish the offer even though not all persons who are aware of the offer have received the notice on the revocation.


3. Price lists, prospectuses with prices, priced catalogues, tariffs and other information materials shall not be considered an offer to the public unless there are exceptions established by laws.


key: chroma:document
string_value:
Article 6.172. Death, bankruptcy, liquidation or limitation of legal capacity of an offeror or an offeree 

The death, bankruptcy, liquidation, legal incapacity in this area or limitation of legal capacity in this area of an offeror or an offeree shall render an offer to conclude a contract invalid if these events occur before acceptance is received by the offeror.

 


Article 6.173. Acceptance and its forms


1. A statement made by the offeree or any other conduct thereof indicating assent to the offer shall be considered acceptance.  Silence or inactivity per se shall not imply acceptance of an offer.   


2. An acceptance of an offer shall produce legal effects from the moment it is received by the offeror.


3. If by virtue of the offer, or as a result of practices which the parties have established between themselves, or of existing usages, the possibility to accept an offer without notice to the offeror (by silence or by performing factual actions) is foreseen, the acceptance shall produce legal effects from the moment when certain actions expressing the will of the offeree are performed.

 


Article 6.174. Time limit of acceptance


1. An offer must be accepted within the time limit fixed by the offeror, in the event where no time limit is fixed, within a reasonable period, taking into account concrete circumstances, including the capacities of the means of communication used by the parties.  


2. An oral offer must be accepted immediately unless, taking into account concrete circumstances, a different conclusion may be made.


key: chroma:document
string_value:
Article 6.175. Acceptance within a fixed time limit


1. The time limit for acceptance indicated by the offeror in his telegram or a letter shall begin to run from the moment the telegram is handed in for dispatch, or from the date indicated in the letter, or, if no date is indicated, from the date shown on the envelope. A time limit for acceptance indicated by the offeror by means of telecommunications terminal equipment shall begin to run from the moment when the offer reaches the offeree.


2. Official holidays or non-working days shall be included in calculating the time limit established for acceptance. However, if a notice of acceptance cannot be delivered to the offeror because the last day of the time limit falls on an official holiday or a non-working day, the time limit shall be extended until the first working day thereafter.

 


Article 6.176. Late acceptance


1. A late acceptance shall be effective if the offeror without delay informs about it the offeree or sends him an acknowledgement to that effect.


2. Where it is possible to establish from the letter or any other written notice containing a late acceptance that it was sent in time and that under normal circumstances it would have reached the offeror in due time, the late acceptance shall be deemed to be effective unless the offeror without delay informs the offeree that his offer has been extinguished.

 


Article 6.177. Revocation of acceptance

An acceptance shall become invalid if the notice on its revocation reaches the offeror before or at the same time as the acceptance becomes effective.


key: chroma:document
string_value:
Article 6.178. Modified acceptance


1. A reply to an offer which contains additions, limitations or other modifications of conditions determined in the offer shall be considered a rejection of the offer and constitute a counter-offer.


2. A reply to an offer which purports to be an acceptance but contains additional or different conditions which do not alter the essence of the conditions of the offer shall constitute an acceptance if the offeror, after receiving the reply, does not immediately object to such discrepancy. If the offeror does not object, the contract shall be deemed to be concluded under the conditions of the offer with the modifications contained in the acceptance.

 


Article 6.179. Conflict of standard conditions

Where a contract is concluded by an interchange of standard conditions of a contract made between both parties, it shall be considered that the contract is concluded on the basis of standard conditions which are common in substance unless one party clearly indicates in advance its disagreement with the standard conditions proposed by the other party, or informs without delay the other party of its disagreement upon receipt of the standard conditions.

 


Article 6.180. Written confirmation

If the written confirmation which is sent by a party within a reasonable time after the conclusion of the contract, and by which the fact of conclusion of the contract is confirmed contains additional or modified conditions, such conditions shall become part of the contract unless they alter the conditions of the contract essentially, or the recipient of such confirmation objects without delay to the amendments and supplements provided.


key: chroma:document
string_value:
Article 6.181. Time and place of formation of a contract  


1. A contract shall be considered formed from the moment when the acceptance of the offeree to conclude the contract reaches the offeror unless otherwise provided for by the contract.


2. The place of formation of a contract shall be considered the place where the offeror’s residence or his business is located unless otherwise provided for by laws or the contract.


3. Where in the course of negotiations one of the parties declares that it will not consider the contract concluded until it is agreed upon specific conditions, or until the agreement is correspondingly formalised; no contract shall be deemed concluded until the parties agree on those conditions or correspondingly formalise their agreement.


4. Where a particular form is required by the law as a necessary condition of a contract, the contract shall be considered formed from the moment when the agreement of the parties is expressed in that form.


5. Where a transfer of property is required by law or by agreement between the parties as a necessary condition of a contract, the contract shall be considered formed from the moment when the relevant property is transferred.


key: chroma:document
string_value:
Article 6.182. Contract with conditions left open


1. The fact that the parties in the course of conclusion of a contract intentionally leave certain conditions to be agreed upon in future negotiations, or mandate them to be determined by third persons shall not prevent contractual relationships from coming into existence.


2. The validity of a contract shall not be affected by the fact that subsequently the parties reached no agreement on the conditions referred to in paragraph 1 of this Article, or the third persons failed to determine them, provided that there are other means or ways of determining those conditions.

 


Article 6.183. Modification clause


1. A written contract which contains a clause requiring any modification, supplementation or dissolution of the contract to be made only in writing may not be modified, supplemented or dissolved otherwise.


2. A party may be precluded by its conduct from invoking the clause provided for in paragraph 1 of this Article to the extent that the other party has acted in reliance on that conduct.


3. A contract concluded in the notarial form may be dissolved, modified or supplemented only in the notarial form.


key: chroma:document
string_value:
Article 6.184. Peculiarities of conclusion of public contracts


1. Where, under the law, the conclusion of a contract is obligatory for the party to whom the offer was sent, this party must, within 14 days from the receipt of the offer, send to the other party a notification of acceptance or rejection of the offer, or acceptance thereof under other conditions (protocol of disagreements).


2. A party who has sent an offer and received a notification of its acceptance with the protocol of disagreements must either accept the conditions indicated in the notification of acceptance, or apply to the court for the resolution of the dispute within 14 days from the date of receipt of the protocol of disagreements. 


3. Where, under the law, the conclusion of a contract is obligatory for the party who has sent an offer, this party must, within 14 days from the date of receipt of the protocol of disagreements, notify the other party about acceptance of the conditions indicated in the protocol or about rejection thereof.  In the event where the conditions indicated in the protocol of disagreements are rejected by the party that has received the protocol, or in the event of the latter’s failure to respond within the established time limit, the party that sent the protocol of disagreements shall have the right to apply to the court for the resolution of the dispute.


4. If the party for whom the conclusion of a contract is obligatory evades the conclusion thereof, the other party shall have the right to apply to the court with a request to obligate the evading party to conclude the contract and compensate for damages caused by the evading.


key: chroma:document
string_value:
5. The time limits provided for in paragraphs 1, 2 and 3 of this Article shall apply unless other time limits have been established by laws or agreed upon by the parties.


key: chroma:document
string_value:
Article 6.185. Standard conditions of contracts


1. Standard conditions shall be such provisions which are prepared in advance for general and repeated use by one contracting party without their content being negotiated with the other party, and which are used in the formation of contracts without negotiation with the other party.


2. Standard conditions prepared by one of the parties shall be binding on the other party only if the latter was provided with an adequate opportunity to get acquainted with the said conditions.


3. In the event where both parties to a contract are enterprises (traders), it shall be considered that the other party was provided with the adequate opportunity referred to in paragraph 2 of this Article if:


1) the party who prepared the standard conditions delivered them in writing to the other party before or at the time of signing the contract;


2) the party who prepared the standard conditions informed the other party before the signing of the contract that the contract would be formed in accordance with the standard conditions which were accessible to the other party in the place indicated by the party who prepared the standard conditions;


3) a copy of the standard conditions was offered to be sent to the other party if requested.


key: chroma:document
string_value:
Article 6.186. Surprising standard conditions of contracts


1. No surprising condition contained in a standard condition contract, i.e. such condition that the other party could not reasonably have expected to be included in the contract, shall be effective. Standard conditions shall not be considered surprising if they were expressly accepted by the party when they were duly disclosed thereto.


2. In determining whether a condition is of surprising character, regard must be taken of its content, wording and form of expression.


3. A party who enters into a contract of adhesion where the standard conditions are drawn up by the other party shall have the right to claim for dissolution or modification of that contract in the event where, even though the standard conditions of the contract are not contrary to the law, they exclude the party’s rights and possibilities that are commonly granted in a contract of that particular type, or exclude or limit civil liability of the party who prepared the standard conditions, or establish other provisions which violate the principle of equality of parties, cause imbalance in the parties’ interests, or are contrary to the criteria of reasonableness, good faith and justice.

 


Article 6.187. Conflict between standard conditions and non-standard conditions of contracts

In the event of conflict between standard conditions and non-standard conditions of a contract, preference shall be given to the latter, i.e. to those which have been individually negotiated by the parties.

 

Article 6.188. No longer effective from 13 June 2014.

 


CHAPTER XIII

EFFECTS AND FORM OF CONTRACTS


key: chroma:document
string_value:
CHAPTER XIII

EFFECTS AND FORM OF CONTRACTS

 


Article 6.189. Effects of a contract


1. A contract which is formed in accordance with the provisions of laws and is valid shall have the force of law between its parties. The contract shall bind the parties not only as to what it expressly provides, but also to all the consequences deriving from its essence or determined by laws.


2. The parties may provide that the contract shall apply to their relationships arisen before that contract was concluded.


3. It may be established by the contract or laws that the obligations of the parties under the contract shall be extinguished by the expiration of the time limit allotted for the validity of the contract.


4. The expiry of the time limit of validity of a contract shall not discharge the parties from civil liability for breach of that contract.

 


Article 6.190. Effects of contracts with respect to third persons


1. Upon the death or liquidation of one of the parties, the rights and duties arising from a contract shall pass to its heirs (successors) if it is permitted by the nature of the contract, laws, or the contract itself.


2. If one of the contracting parties by a contract made in its own name promises that a third person will undertake to perform an obligation or any other action, in the event where the third person fails to perform the obligation or any other action as promised, the contracting party – the promisor – shall itself be bound to perform the obligation or any other action agreed, and to compensate for damages suffered by the other contracting party.


key: chroma:document
string_value:
Article 6.191. Contract in favour of a third person


1. If a contracting party has made a stipulation in a contract for the benefit of a third person, the stipulation shall give both the contracting party and the third person beneficiary the right to demand performance of the agreed obligation unless otherwise provided for by laws or the contract, or appears from the essence of the obligation.


2. In the case of the refusal by the third person to avail himself of the stipulation, the stipulator himself may exercise this right unless this is contrary to law, contract or the essence of the obligation.


3. The stipulation for the benefit of a third person may be revoked by the stipulator as long as the third person beneficiary has not declared of his assent to accept it.


4. If the performance is to be made to a third person only after the death of the stipulator, the latter may revoke the benefit by a testament (will).


5. The contracting party who is bound to perform an obligation may set up against the third person beneficiary such defences as it could have set up against the stipulator.


key: chroma:document
string_value:
Article 6.192. Form of a contract


1. The provisions of Articles 1.71 to 1.77 of this Code regulating the form of transactions shall apply in respect of the form of a contract.


2. Where, in accordance with the law or agreement between the parties, a contract must be concluded in a simple written form, it may be made either by drawing up one document signed by the parties, or by means of the parties exchanging written communications or information transmitted by telecommunications terminal equipment, providing the protection of the text is guaranteed and the signature of the sending party can be identified.


3. A contract may be formed by the acceptance of an order to be carried out.


4. Amendments and supplements of a contract must be made in the form in which the contract had to be made, except in the cases where it is otherwise established by laws or the contract.


5. If the parties have agreed to adopt a specified form for a contract under conclusion, the contract shall be deemed concluded only where it conforms to the form agreed, even though pursuant to the laws such form is not mandatory for the contracts of that concrete type.

 


CHAPTER XIV

INTERPRETATION OF CONTRACTS


key: chroma:document
string_value:
CHAPTER XIV

INTERPRETATION OF CONTRACTS

 


Article 6.193. Rules of the interpretation of contracts


1. A contract must be interpreted in good faith. In interpreting a contract, it shall be necessary to seek for the real intentions of the parties without being limited by the literal meaning of the words. In the event where the real intentions of the parties cannot be established, the contract must be interpreted in accordance with the meaning that could be attributed in the same circumstances by reasonable persons in the corresponding position as the parties.


2. All conditions of a contract must be interpreted taking into account their interrelation, the essence and purpose of the contract, and the circumstances under which it was formed.  In interpreting a contract, regard must also be taken of the ordinary conditions, irrespective of their expression in the contract.


3. In the event of doubt as to concepts which may have several meanings, these concepts shall be understood in the sense most suitable to the nature, essence and subject matter of the contract.


4. In the event of doubt over conditions of a contract, they shall be interpreted against the contracting party that proposed them, and in favour of the party that accepted those conditions.  In all cases, the conditions of a contract must be interpreted in favour of consumers and the adhering party.


5. In interpreting a contract, regard must also be taken of the preliminary negotiations between the parties, practices which the parties have established between themselves, the conduct of the parties subsequent to the conclusion of the contract, and the existing usages.


key: chroma:document
string_value:
Article 6.194. Linguistic discrepancies

Where a contract is drawn up in two or more languages and all the language versions are of equal legal power, in case of discrepancy between the language versions, preference shall be given to the version which was the first to be drawn up.

 


Article 6.195. Filling in gaps of a contract

Where the parties have left undiscussed certain conditions necessary for the performance of the contract, the court may, at the request of one of the parties, eliminate such gaps in the contract by determining appropriate conditions, taking into account non-mandatory legal norms, the intentions of the parties, the purpose and essence of the contract, and the criteria of good faith, reasonableness and justice.

 


CHAPTER XV

CONTENT OF CONTRACTS

 


Article 6.196. Types of contract terms


1. The terms of a contract may be express or implied.


2. The implied terms shall follow from the essence and purpose of the contract, the nature of relationships established between the parties, and the criteria of good faith, reasonableness and justice.

 


Article 6.197. Quality of performance of a contract

Where the quality of performance is determined neither by the contract nor by the law, the quality of performance must be of reasonable quality and not lower than the average quality in the concrete circumstances.


key: chroma:document
string_value:
Article 6.198. Price of a contract


1. Where a contract does not fix the price or establish an order for determining the price, the parties shall be considered, in the absence of any indication to the contrary, to have made reference to the price commonly charged at the moment of the conclusion of the contract for such performance in comparable circumstances in the sphere of business concerned, or if such price does not exist, to a reasonable price.


2. In the event where the price is to be determined by one party, and such determination is manifestly unreasonable, it must be substituted by a reasonable price regardless of any other agreement between the parties.


3. If the price is to be fixed by a third person, and if that person does not or is unable to do so, the price of the contract shall be deemed to be a reasonable price.


4. Where the price is to be fixed by reference to the criteria which do not exist or have ceased to exist, or cannot be ascertained, the price shall be fixed by reference to the criteria which are the nearest equivalent.

 


Article 6.199. Contract for an indefinite period

A contract for an indefinite period may be terminated by either party, provided the party gives notice about its intention to dissolve the contract to the other party within a reasonable time in advance unless otherwise provided for by laws or the contract.

 


CHAPTER XVI

PERFORMANCE OF CONTRACTS


key: chroma:document
string_value:
CHAPTER XVI

PERFORMANCE OF CONTRACTS

 


Article 6.200. Principles of performance of a contract


1. A contract must be performed by the parties in a proper manner and in good faith.


2. In performing a contract, each party shall be bound to contribute to and cooperate with the other party.


3. In performing a contract, the parties shall be bound to use the most cost-effective means with respect to the other party.


4. Where, by virtue of a contract or its nature, a party is bound, in taking certain actions, to make the best effort in the performance of the contract, this party shall be obliged to make the same efforts that a reasonable person would have made under the same circumstances.

 


Article 6.201. Order of performance of a contract

The parties shall be bound to perform the contract simultaneously unless otherwise provided for by laws or the contract, or determined by its nature or circumstances.


key: chroma:document
string_value:
Article 6.202. Permission of a state institution  


1. Where certain laws require a permission of a relevant state institution affecting the validity of the contract or its performance, and where the law or the contract does not indicate otherwise, the measures necessary to obtain the permission must be taken by the party situated in the state, the laws of which provide for such permission.


2. Where the permission indicated in the preceding paragraph of this Article is required by the laws of the Republic of Lithuania and both parties are situated in Lithuania, the permission must be obtained by the party whose obligation to obtain it is established by the law, except in cases where the law does not establish thereof.  In such event, the parties shall be bound to agree which of them must obtain the permission.


3. The contracting party must obtain the required permission or permissions in due time.  Expenses of performance of the duty to obtain the obligatory permission shall be borne by the party under this duty unless otherwise established by the contract. This party shall also be bound to notify the other party without delay of the fact that the permission has been granted or refused.


key: chroma:document
string_value:
Article 6.203. Refusal to grant permission


1. If, notwithstanding the fact that the party has taken all measures necessary, permission is neither granted nor refused within the established period, or, where no period has been agreed, within a reasonable time, the parties shall have the right to dissolve the contract.


2. In the event where the obligatory permission affects only some terms of a contract, paragraph 1 of this Article shall not apply when it is reasonable to uphold in force the terms of the contract.


3. A refusal to grant permission affecting the validity of the contract shall cause nullity of that contract.  Where the refusal affects the validity of only some of the terms of a contract, the remaining terms of the contract shall be in force if the contract would have been formed even without the invalid terms.


key: chroma:document
string_value:
Article 6.204. Performance of contractual obligations in the event of a change of circumstances


1. Where the performance of a contract becomes more onerous for one of the parties, this party shall be bound to perform the contract in accordance with the procedure established in other paragraphs of this Article.


2. The performance of a contract shall be considered obstructed under such circumstances which fundamentally alter the balance of the contractual obligations, i.e. either the cost of performance has essentially increased, or the value thereof has essentially diminished if:


1) these circumstances occur or become known to the aggrieved party after the conclusion of the contract;


2) these circumstances could not have been reasonably foreseen by the aggrieved party at the time of the conclusion of the contract;


3) these circumstances are beyond the control of the aggrieved party;


4) the risk of occurrence of these circumstances was not assumed by the aggrieved party.


3. In the event where the performance of a contract becomes obstructed, the aggrieved party shall have the right to make a request to the other party for the modification of the contract. Such request must be reasoned and made immediately after the occurrence of obstructions. The request for modification of the contract shall not in itself entitle the aggrieved party to suspend performance of the contract. Where within a reasonable time the parties fail to reach an agreement on the modification of the contractual obligations, any of them shall have the right to bring an action before a court. The court may:


1) dissolve the contract and establish the date and terms of its dissolution;


key: chroma:document
string_value:
1) dissolve the contract and establish the date and terms of its dissolution;


2) modify the conditions of the contract with a view to restoring the balance of the contractual obligations of the parties.


key: chroma:document
string_value:
CHAPTER XVII

LEGAL EFFECTS OF NON-PERFORMANCE OF CONTRACTS

 


Article 6.205. Non-performance or defective performance of a contract

Non-performance of a contract shall be deemed to be a failure to perform any of the obligations arising from the contract, including defective performance and delay of the time limit of performance.

 


Article 6.206. Actions of the other party

One party may not rely on the non-performance of the other party to the extent where such non-performance was caused by the first party’s acts or omissions, or by any other event of which the first party bears the risk.

 


Article 6.207. Suspension of performance of a contract


1. Where the parties are bound to perform a contract simultaneously, either party shall have the right to suspend performance until the other party begins to perform the contract.


2. Where the parties are bound to perform a contract consecutively, the party who is to perform later may suspend its performance until the first party has performed its obligations.


3. The parties must exercise the right provided for in paragraphs 1 and 2 of this Article reasonably and in good faith.


key: chroma:document
string_value:
Article 6.208. Elimination of defects in performance


1. The party failing to perform a contract shall be entitled to eliminate any defects in performance at its own expense if:


1) it gives notice without undue delay to the other party indicating the manner and time of elimination of defects;


2) the aggrieved party has no legitimate interest in refusing elimination;


3) elimination is effected immediately;


4) elimination is appropriate in the concrete circumstances.


2. The right of elimination shall not be precluded by a declaration of the other party on the dissolution of the contract.


3. Upon effective notice of elimination, the rights of the aggrieved party that are inconsistent with the performance of the contract shall be suspended until the expiry of the time limit allotted for elimination of the defects in performance.


4. The aggrieved party may suspend performance of its obligations until the defects in performance are eliminated by the other party, and may also claim compensation for damages.


5. The aggrieved party must cooperate with the other party during the whole period of the elimination of defects.


key: chroma:document
string_value:
Article 6.209. Additional period for performance of a contract


1. In the case of non-performance, the aggrieved party may establish in writing an additional period of time of a reasonable length for the performance of the contract and notify the other party thereof.


2. Having established an additional period for performance, the aggrieved party may suspend the performance of its own obligations for that period and claim compensation for damages, but it may not invoke any other remedy. If the aggrieved party receives notice from the other party that the latter will not perform its obligations within the additional period, or if upon the expiry of that period the contract has not been performed, the aggrieved party may invoke other remedies available to it.


3. In the event where delay in performance is not essential violation of a contract, and the aggrieved party has established an additional period of time of a reasonable length for the performance, this party may dissolve the contract upon the expiry of that period. If the additional period is unreasonably short, it must be extended up to a reasonable length.  The aggrieved party may stipulate in its notice upon the additional period that in the case of failure on the part of the other party to perform the contract within the additional period, the contract will be unilaterally dissolved.


4. Paragraph 3 of this Article shall not apply if the obligation which has not been performed constitutes only an insignificant part of the contractual obligations of the failed party.


key: chroma:document
string_value:
Article 6.210. Interest


1. Where a debtor fails to meet his monetary obligation when it falls due, he must pay an interest at the rate of five per cent per annum on the amount overdue unless any other rate of interest has been established by the law or contract.


2. Where both parties are traders or private legal persons, the interest at the rate of six per cent per annum shall be payable for a delay in payment unless any other rate of interest has been established by the law or contract.

 


Article 6.211. Conditions excluding liability

The conditions of a contract which limit or exclude a party’s liability for non-performance of an obligation, or which permit to effectuate performance in a substantially different manner from what the other party reasonably expected, shall not be valid if, having regard to the nature of the contract and other circumstances, such conditions are unfair.


key: chroma:document
string_value:
Article 6.212. Superior force (force majeure)


1. A party shall be exempted from liability for non-performance of a contract if it proves that the non-performance was due to the circumstances which were beyond its control and could not have been reasonably expected by it at the time of the conclusion of the contract, and the arising of such circumstances or consequences thereof could not have been prevented. A superior force (force majeure) shall not include such circumstances as absence in the market of goods needed for the performance of the obligation, or lack of the necessary financial resources on the part of the party, or violation of their own obligations committed by the contrahents of the debtor.


2. In the event where the impedimental circumstance is temporary, the non-performing party shall be exempted from liability only for such a period which is reasonable having regard to the effect of that impedimental circumstance on the performance of the contract.


3. The party who fails to perform the contract shall be obliged to inform the other party about the arising of an impedimental circumstance referred to in paragraph 1 of this Article and its effect on the performance of the contract.  In the event where the notice is not received by the other party within a reasonable time after the non-performing party became or should have become aware of the impedimental circumstance, the latter party must compensate for damages resulting from the non-receipt of the notice.


4. The provisions of this Article shall not deprive the other party of the right to dissolve the contract, or to suspend its performance, or to require payment of interest.


key: chroma:document
string_value:
Article 6.213. Demand of performance


1. In the event where a party fails to perform its monetary obligation, the other party shall have the right to demand performance in kind.


2. If a party fails to perform its non-monetary obligation, the other party may demand performance in kind, except in cases where:


1) performance of the contractual obligation in kind is impossible legally or factually;


2) performance of the contractual obligation in kind would be greatly burdensome or expensive for the debtor;


3) the party entitled to performance may reasonably obtain performance from another source;


4) the party entitled to performance does not demand that performance within a reasonable time after it became aware or should have become aware of the non-performance of the contract;


5) the non-performed obligation is of exclusively personal character.

 


Article 6.214. Repair or replacement of a defective performance

The right to obtain performance shall include the right to demand repair or replacement of a defective performance, or elimination of defects in performance by other means taking into consideration the provisions of Article 6.208 of this Code.


key: chroma:document
string_value:
Article 6.215. Fine for non-performance of the requirement to perform an obligation in kind


1. Where the debtor fails to comply with a court judgment ordering the performance in kind of a contractual obligation, the court shall impose a fine upon the debtor.


2. The amount of a fine shall be established by the court with regard to concrete circumstances of the case. The fine may be imposed in the form of a lump sum payment or in the form of payment of interest on the delayed payments for every day exceeded.


3. The fine shall be exacted in favour of the creditor.  Exaction of the fine shall not release the debtor from the obligation to compensate for damages.

 


Article 6.216. Change of remedies

Where the debtor fails to perform a non-monetary obligation in kind within a fixed time limit, or where the creditor does not have the right to demand the performance in kind, the creditor may require other remedies to be invoked.

 


CHAPTER XVIII

TERMINATION OF CONTRACTS


key: chroma:document
string_value:
CHAPTER XVIII

TERMINATION OF CONTRACTS

 


Article 6.217. Dissolution of a contract


1. A party may dissolve the contract where the failure of the other party to perform it or the defective performance thereof is considered to be an essential violation of the contract.


2. In determining whether a violation of a contract is essential, the following conditions must be taken into account:


1) whether the aggrieved party is substantially deprived of what it was entitled to expect under the contract, except in cases when the other party did not foresee or could not have reasonably foreseen such result;


2) whether, taking into consideration the essence of the contract, strict compliance with the conditions of the obligation is of essential importance;


3) whether the non-performance is intentional or grossly negligent;


4) whether the non-performance gives the aggrieved party reason not to expect future performance of the contract;


5) whether the non-performing party, who was preparing for performance or was effectuating the performance of the contract, would suffer significant damages if the contract were dissolved;


3. In the case of delay in performance, the aggrieved party may dissolve the contract if the other party fails to perform the contract within the additional period fixed.


4. On any other grounds not established in this Article, the contract may be dissolved only within the judicial proceedings resulting from an action of the party concerned.


5. A contract may be dissolved unilaterally in the cases provided for therein.


key: chroma:document
string_value:
Article 6.218. Notice of dissolution of a contract


1. On the grounds indicated in Article 6.217 of this Code, the aggrieved party may dissolve the contract unilaterally without going to court. The other party must be notified of the dissolution of the contract in advance within the time limit established by the contract; if the contract does not indicate such time limit, the notice of dissolution must be given 30 days in advance.


2. Where the party who has essentially violated the contract submits an offer to perform the contract before the dissolution thereof, but this offer is belated or otherwise does not conform to the requirements of the contract, the aggrieved party shall lose the right to dissolve the contract unilaterally unless it gives notice to the other party within a reasonable time after it became aware or ought to have become aware of the offer to perform the contract, or such offer fails to conform to the proper performance of the contract.

 


Article 6.219. Anticipatory non-performance

A party may dissolve a contract if, before the expiry of the time limit for performance of the contract, it is reasonably foreseeable from the particular circumstances that the other party will commit a material breach.


key: chroma:document
string_value:
Article 6.220. Assurance of due performance


1. A party who, having regard to the circumstances, believes that there may be an essential non-performance by the other party shall have the right to require the latter party to present an assurance of due performance. The party may suspend performance of its contractual obligations until the other party to the contract has provided the assurance that it will faithfully exercise a proper performance of the contract.


2. Where the assurance indicated in paragraph 1 of this Article is not received within a reasonable time, the party demanding thereof may dissolve the contract.

 


Article 6.221. Legal effects of the dissolution of a contract


1. Dissolution of a contract shall release both parties from the performance of the contract.


2. Dissolution of a contract shall not preclude the right of claim for damages for non-performance of the contract, as well as the right of claim for penalty.


3. Dissolution of a contract shall not affect the validity of its conditions establishing the dispute settlement procedure and of any other conditions, provided that these conditions, by their essence, remain in force even after the dissolution of the contract.


key: chroma:document
string_value:
Article 6.222. Restitution


1. Upon dissolution of the contract, each of the parties may claim the return of whatever it has supplied to the other party under the contract if this party concurrently returns to the other party whatever it has received from the latter. If restitution in kind is not possible or appropriate to the parties due to modification of the subject matter of the contract, a compensation of value of what has been received shall be made in money, provided that such compensation does not contradict the criteria of reasonableness, good faith and justice.


2. If the performance of a contract is successive and divisible, the party may claim restitution only of what has been received after the dissolution of the contract.


3. Restitution shall not affect the rights and duties of third persons in good faith, except in the cases established in this Code.


key: chroma:document
string_value:
Article 6.223. Modification of a contract


1. A contract may be modified by agreement between the parties.


2. At the request of one of the parties, the contract may be modified by a court judgment, provided that:


1) the violation of the contract committed by the other party amounts to an essential one;


2) in other cases specified by the contract or laws.


3. An action for modification of a contract may be brought only after the other party has refused to modify the contract or has not responded to a proposal to modify the contract within 30 days unless a different procedure of modification is established by laws or the contract.


4. A refusal of one party to perform the contract in part or in whole may be effected only in cases provided for by laws or the contract.

 


Article 6.224. Nullity of a contract

A contract may be declared null and void upon the grounds of invalidity of transactions established in Book One of this Code, likewise on any other grounds established by laws.


key: chroma:document
string_value:
Article 6.225. Absolute and relative nullity of a contract


1. A contract shall be absolutely voidable (null contract) where a violation of the main principles of the contract law made in forming a contract has conditioned violation not only of the interests of a party of the contract, but also that of the public interests.


2. A contract that is absolutely null may not be ratified by the parties later.


3. A contract shall be relatively voidable (disputable contract) where in contracting it one party acted in good faith, and the declaration of its nullity is necessary only for the protection of the private interest of the party in good faith.


4. A contract that is relatively null may be ratified by its parties (a party), provided that such ratification results from their express will.

 


Article 6.226. Partial nullity of a contract


1. The nullity of one of the condition of a contract shall not import the nullity of the entire contract unless the contracting parties would not have entered into the contract without the condition affected by nullity.


2. In the case of a multilateral contract when there are two or more persons bound to perform an obligation, the nullity affecting one of the persons shall not import the nullity of the entire contract unless the participation of that person is necessary for the formation of the contract concerned.


key: chroma:document
string_value:
Article 6.227. Right to bring an action for nullity


1. An action on the absolute nullity of a contract may be brought by any person whose rights or legitimate interests are violated by such contract.


2. The fact of the absolute nullity of a contract and legal effects of this fact may be stated by the court ex officio (on its own motion).


3. An action on the relative nullity of a contract may be brought by a contracting party in good faith who has sustained damage from entering into that contract, or by a third person in whose interest it is concluded, or by a person whose rights or legitimate interests are violated by that contract.


key: chroma:document
string_value:
Article 6.228. Gross disparity between parties


1. A party may withdraw from the contract or a particular condition thereof if, at the time of the conclusion of the contract, the contract or its particular condition unreasonably conferred an excessive advantage on the other party. In such cases, among other circumstances, regard must also be paid to the fact that one party has taken unfair advantage of the other’s dependent position, or of the other party’s economic difficulties, urgent needs, or of the latter’s economic weakness, lack of information or experience, its inadvertence or inexperience in negotiations; regard must also be taken of the nature and purpose of the contract.


2. Upon the request of the party entitled to withdraw from a contract or a particular condition thereof on the grounds established in paragraph 1 of this Article, the court shall have the right to revise the contract or its particular condition and adapt them respectively in order to make the contract or its particular condition meet the requirements of fairness and reasonable standards of fair dealing practices.


3. The court may modify the contract or particular conditions thereof also at the request of the party who has received a notice of withdrawal from the contract if this party upon receiving the notice has immediately informed the other party about its request to the court, and the latter still has not withdrawn from the contract.

 


CHAPTER XVIII1

CONSUMER CONTRACTS


key: chroma:document
string_value:
Article 6.2281. Concept of a consumer contract and other terms


1. In a consumer contract, the trader shall undertake to transfer the goods to the consumer by the right of ownership or to provide services to the consumer, and the consumer shall undertake to accept the goods or services and to pay the price. In the cases specified in this Code, other contracts concluded between the trader and the consumer shall also be considered to be consumer contracts.


2. ‘Consumer’ means any natural person who seeks to conclude or concludes contracts for purposes which are outside his trade, business, craft or profession (for consumption purposes).


3. ‘Trader’ means any natural or legal person or another organisation, or a branch thereof, that seeks to conclude or concludes, including through any other person acting in his name or on his behalf, contracts for purposes relating to his trade, business, craft, or profession.      A legal person may be considered a trader regardless of the legal form of its participants.


4. ‘Goods’ means:


1) any tangible movable items;


2) electricity, water and natural gas where they are put up for sale in a limited volume or a set quantity;


3) any tangible movable items that incorporate, or are inter-connected with, digital content or a digital service in such a way that the absence of that digital content or digital service would prevent the goods from performing their functions (hereinafter: ‘goods with digital elements’).  


5. ‘Digital content’ means data which are produced and supplied in digital form.


key: chroma:document
string_value:
5. ‘Digital content’ means data which are produced and supplied in digital form.


6. ‘Digital service’ means:


1) a service that allows the consumer to create, process, store or access data in digital form;


2) a service that allows the sharing of or any other interaction with data in digital form uploaded or created by the consumer or other users of that service.


7. ‘Functionality’ means the ability of the digital content or digital service to perform its functions having regard to its purpose.


8. ‘Integration’ means the linking and incorporation of digital content or a digital service with the components of the consumer’s digital environment in order for the digital content or digital service to be used in accordance with the quality requirements for digital content and digital services set out in this Chapter.


9. ‘Interoperability’ means the ability of the digital content or digital service to function with hardware or software different from those with which digital content or digital services of the same type are normally used.


10. ‘Digital environment’ means hardware, software and any network connection used by the consumer to access or make use of digital content or a digital service.     


11. ‘Price of digital content or a digital service’ means money or a digital representation of value that is due in exchange for the supply of digital content or a digital service.


key: chroma:document
string_value:
12. ‘Compatibility’ means the ability of the digital content or digital service to function with hardware or software with which digital content or digital services of the same type are normally used, without the need to convert the digital content or digital service.


13. ‘E-marketplace service’ means a service based on software, including a website, a part of a website or an application, which is provided by or on behalf of the trader and enables consumers to conclude distance contracts with other traders or consumers.


14. ‘E-marketplace service provider’ means a trader who makes an e-marketplace service available to consumers.


15. ‘Product ranking’ means the relative importance given to products by a trader by any technological means.


key: chroma:document
string_value:
Article 6.2282. Prohibition of waiving or restricting consumer rights. Protection of consumer rights


1. Consumers may not waive the rights conferred upon them by this Code. The conditions of consumer contracts which directly or indirectly nullify or restrict the rights of consumers set out in this Code shall be null and void.


2. Where a trader violates a consumer’s rights, the consumer shall have the right to seek redress from consumer protection authorities or courts in accordance with the procedure laid down by law.


3. Consumer protection authorities and consumer redress procedures shall be laid down by law.


4. A trader shall be prohibited from engaging in unfair commercial practices with regard to consumers. The types and cases of unfair commercial practices shall be determined by law.


key: chroma:document
string_value:
Article 6.2283. Application of the rules governing consumer contracts


1. The provisions of this Chapter shall apply to all consumer contracts other than those provided for in this Article. The provisions of this Chapter shall also apply where a trader supplies or undertakes to supply non-physical digital content or a digital service to a consumer and the consumer provides or undertakes to provide personal data to the trader, except where the trader only processes those personal data for the purposes of the provision of the non-physical digital content or digital service or to comply with legal requirements, and does not process those personal data for any other purposes.


2. The provisions of this Chapter, with the exception of Article 6.2284, shall not apply to the following contracts:


1) contracts in the notarial form;


2) contracts for social services;


3) contracts for health care services;


4) contracts for financial services;


5) construction contracts for the construction of a new construction works or for the reconstruction of construction works;


6) residential rental contracts;


7) timeshare, long-term holiday product, resale or exchange contracts (Articles 6.369 and 6.370 of this Code);


key: chroma:document
string_value:
8) package travel contracts (Articles 6.747 to 6.755 of this Code), with the exception of the right of withdrawal specified in paragraph 1 of Article 6.22810 of this Code from an off-premises package travel contract, with the exceptions referred to in paragraph 2 of Article 6.22810 of this Code and the provisions laid down in paragraphs 3, 5 and 6 of Article 6.2285, paragraph 1 of Article 6.2286 and paragraphs 3 and 5 of Article 6.2288 of this Code, which apply to package travel contracts;


9) contracts for frequent and regular supply to the consumer of foodstuffs, beverages or other goods intended for current household consumption;


10) contracts concluded by means of vending machines or automatic sales premises;


11) contracts concluded with communication service providers using call-box facilities or other public pay telephones for their use, and contracts concluded for a single use of telephone, internet or fax by the consumer;


12) contracts for gambling, lotteries or other games based on risk or chance;


13) contracts for the carriage of passengers, with the exception of paragraphs 3 and 6 of Article 6.2285 of this Code and paragraph 3 of Article 6.2288 of this Code;


14) transactions for the realisation of assets during enforcement proceedings.


3. The rules of this Chapter relating to the protection of consumer rights shall also apply in the following cases:


1) where a natural person enters into a contract for purposes of dual use, i.e., for consumption and business purposes, but, taking into account all the circumstances surrounding the contract, business purposes are not predominant;


key: chroma:document
string_value:
2) where a natural person actually uses the goods or actually receives a service for consumption purposes and pays for it, even though the contract with the trader was concluded by a public legal person representing the natural person;


key: chroma:document
string_value:
Article 6.2284. Unfair terms in consumer contracts


1. A consumer shall have the right to claim within the judicial procedure for invalidity of unfair terms in a consumer contract. For the purposes of this Article, any contract concluded between a trader and a consumer shall be regarded as a consumer contract.


2. Terms of consumer contracts which have not been individually negotiated between the parties and which, by reason of a breach of the requirement of good faith, substantially undermine the balance of rights and obligations of the parties to the detriment of the consumer shall be regarded as unfair. It shall be presumed that unfair terms are the terms of the contract which:


1) exclude or limit the trader’s civil liability for damage caused by the loss of life, injury to the consumer’s health or damage to the consumer’s property;


2) improperly eliminate or restrict the consumer’s rights vis-à-vis the trader or another party in the event of the trader’s full or partial non-performance or defective performance of any of the obligations under the contract;


3) provide that the consumer is bound by the terms of the contract and that the trader’s obligation to perform the contract is subject to other terms the fulfilment of which depends solely on the trader’s will;


4) give the trader the right not to refund the sums received from the consumer when the consumer decides not to conclude or perform the contract and do not provide for the consumer’s right to receive the same sums from the trader when the trader unilaterally terminates the contract;


key: chroma:document
string_value:
5) impose a disproportionately high civil liability on the consumer for non-performance or defective performance of the contract;


6) give the trader the right to unilaterally terminate the contract or to withdraw from it at any time at his discretion, without giving this right to the consumer, or give the trader the right not to reimburse the sums received from the consumer before the performance of the contract when the trader unilaterally terminates the contract or withdraws from it;


7) give the trader the right to unilaterally terminate an open-ended contract without sufficient grounds, without giving the consumer adequate prior notice of the intended termination of the contract;


8) give the trader the right to unilaterally and automatically renew a fixed-term contract, or provide for an unreasonably short period of time within which the consumer must express his views on the renewal of the contract, or that the consumer must give his consent or refusal to renew the contract at an unreasonably early stage;


9) oblige the consumer to perform contractual terms to which he did not have real access to before the conclusion of the contract;


10) give the trader the right to unilaterally modify the terms of the contract without contractual or sufficient grounds;


11) give the trader the right to alter unilaterally and without sufficient grounds any characteristics of the goods or services;


key: chroma:document
string_value:
11) give the trader the right to alter unilaterally and without sufficient grounds any characteristics of the goods or services;


12) give the trader the right to fix unilaterally the prices at the time of transfer of goods and provision of services, or the right to unilaterally increase the price without providing the consumer with the right to withdraw from the contract if the final price is higher than the price stipulated in the contract. This provision shall not apply to contracts involving securities or other financial instruments, or to contracts for alienation of things or provision of services where the price is linked to fluctuations in exchange rates or indexes and is beyond the control of the trader, likewise to contracts for the purchase or sale of foreign currency, travellers cheques or international money orders denominated in foreign currency;


13) give the trader the right to decide unilaterally whether the goods or services supplied comply with the requirements of the contract;


14) give the trader an exclusive right to interpret the contract;


15) limit the trader’s obligation to fulfil the commitments undertaken by his agents, or make this obligation subject to certain conditions;


16) obligate the consumer to fulfil all obligations to the trader, even if the trader fails to fulfil his own obligations or does not fulfil them fully;


17) give the trader the right to transfer his rights and obligations arising from the contract without the consumer’s consent, where this may reduce the guarantees offered to the consumer;


key: chroma:document
string_value:
18) exclude or hinder the consumer’s right to bring an action or pursue other remedies (establishing exclusive territorial jurisdiction to resolve the dispute before the court of the place where the trader has his registered office, requiring that disputes be referred exclusively to arbitration, limiting the use of evidence, shifting the burden of proof to the consumer, etc.).


3. Any other terms of a consumer contract may be declared by the court to be unfair if they conform to the criteria set out in paragraph 2 of this Article. The burden of proving that a contractual term referred to in paragraph 2 of this Article is not unfair shall lie with the trader.


4. Pursuant to paragraph 2 of this Article, terms of a consumer contract the preparation of which could not have been influenced by the consumer shall be regarded as not having been individually negotiated, in particular where those terms are laid down in a standard contract drawn up in advance by the trader. In the event where certain terms in a standard contract prepared in advance were individually negotiated, the provisions established in this Article shall apply to other terms of that contract. The burden of proving that a particular term in a consumer contract has been individually negotiated shall lie with the trader.


5. The assessment whether a term in a consumer contract is unfair must be made taking into account the nature of the goods or services referred to in the contract as well as other circumstances which existed at the time of conclusion of the contract and exerted influence thereupon, likewise any other terms of that contract or of other contract it depends upon.


key: chroma:document
string_value:
6. Any written term in a consumer contract must be expressed clearly and intelligibly. The terms which do not comply with this requirement shall be regarded as unfair. Where there is doubt as to the content of the terms of a consumer contract, the terms of the contract must be interpreted in favour of consumers. This rule shall not apply in cases of collective consumer redress, when prohibition of further use of the drawn-up standard terms of the contract is sought.


7. Terms which define the subject matter of a consumer contract, likewise those relating to the conformity between the goods sold or services rendered and the price thereof, ought not to be subjected to assessment from the point of view of unfairness, provided that they are expressed in a clear and understandable manner. In addition, terms in consumer contracts that are identical to provisions of laws or other legal acts ought not to be subjected to assessment from the point of view of unfairness.


8. Where the court declares a contractual term(s) to be unfair, the term(s) shall have no effect from the moment of conclusion of the contract while the remaining terms of the contract shall continue to be binding on the parties, providing that further performance of the contract is still possible after the elimination of the unfair terms.


9. The court hearing the case shall have the obligation to assess the conformity of the terms of consumer contracts with the criteria of unfairness ex officio.


10. Consumer claims for unfair terms in consumer contracts shall not be subject to limitation period. The general limitation period shall apply to consumer claims for the recovery of sums unduly paid under unfair terms in consumer contracts.


key: chroma:document
string_value:
11. Consumer protection authorities shall exercise control of unfair terms in consumer contracts in accordance with the procedure established by law.


key: chroma:document
string_value:
Article 6.2285. Price and other payments


1. The consumer must pay the trader for the goods and services at the price fixed in or under the consumer contract unless otherwise provided for in the contract or by law.


2. Where a consumer contract provides for advance payment of the price, but the consumer fails to pay the price within the time limit laid down in the contract, the consumer shall be deemed to have withdrawn from the contract unless otherwise provided for in the contract.


3. Prior to concluding a consumer contract, a trader must obtain the express consent of the consumer regarding any additional charges to be added to the price (compensation for the trader’s performance of the principal contractual obligation).   If the trader did not obtain the consumer’s express consent, but inferred it from the preliminary statements with which the consumer would have had to disagree in order to avoid additional charges, the consumer shall be entitled to recover such charges.


4. The costs of concluding a consumer contract shall be borne by the consumer only if, at the time of conclusion of the contract, the trader has discussed them separately with the consumer and obtained his express consent to the payment of those costs.


5. If a trader gives a consumer the possibility of contacting him by telephone with regard to the contract concluded between them, the trader may not use a telephone number which entails a charge that is higher than the basic call rate, i.e. higher than the charge payable by the consumer for calls to public fixed or mobile telephone numbers. The trader who fails to comply with this obligation shall be liable for the costs incurred by the consumer.


key: chroma:document
string_value:
6. A trader shall be prohibited from requiring a consumer to pay a charge for the use of certain payment instruments or for payment in cash which exceeds the expenses incurred by the trader for the use of those payment instruments or for payment in cash. Prohibition to request a consumer to pay a charge for the use of certain payment instruments may be provided for by law.


7. A trader selling weighed goods shall be prohibited from including in the weight and price of the goods weighed the weight and value of the packaging material used for the weighing and packaging of those goods.


key: chroma:document
string_value:
Article 6.2286. General requirements for consumers’ right to information


1. Before concluding a consumer contract other than a distance or off-premises contract, the trader must provide the consumer with the necessary, correct, complete and non-misleading information in a clear and comprehensible manner. The information must be provided to the consumer in the official language. The trader must, when marking the goods or otherwise, provide the consumer with the following information, unless it is obvious from the context:


1) the main characteristics of the goods or service (taking into account the means of information and the goods or service);


2) details of the trader (name, registered office, telephone number);


3) the total price of goods or services inclusive of taxes or where, due to the nature of the goods or services, the price cannot reasonably be calculated in advance, the method by which that price is calculated and, where appropriate, any additional transport, delivery and postal costs, or where such additional costs cannot reasonably be calculated in advance, the information that they may have to be paid;


4) where appropriate, the arrangements for payment, delivery and performance of the contract, the time limit for the delivery of goods or provision of services, and the procedure for dealing with consumer’s complaints by the trader;


5) the terms of the after-sales service and quality guarantee (commercial guarantee), if applicable, together with a reminder of the statutory guarantee (legal guarantee) of the goods, digital content or digital service;


key: chroma:document
string_value:
6) where appropriate, the duration of the contract and, in the case of contracts of indefinite duration or automatic renewal, the conditions for terminating the contract;


7) where relevant, the functionality of goods with digital elements, digital content and digital services, including the technical protection measures applied;


key: chroma:document
string_value:
8) where appropriate, the compatibility and interoperability of goods with digital elements, digital content and digital services to the extent that the trader knows or needs to know.


2. Laws and retail rules may lay down requirements for the provision of additional information to be provided to consumers prior to the conclusion of consumer contracts for certain types of goods and services.


3. This Article shall not apply to small domestic contracts which are performed immediately after their conclusion.


4. The burden of proving that the information has been provided to the consumer in accordance with this Article shall lie with the trader.


5. The trader who has failed to comply or improperly complied with the obligation to provide information to the consumer must compensate for any loss suffered by that consumer.


key: chroma:document
string_value:
Article 6.2287. Consumer’s right to information in the case of distance and off-premises contracts


1. Before concluding a distance or off-premises contract, the trader must provide the consumer with the following information in a clear and comprehensible manner:


1) the main characteristics of the goods or services (taking into account the means of information and the goods or service);


2) details of the trader (name and surname, legal form of the legal person);


3) the address of the trader’s registered office, telephone number and e-mail address; Where the trader provides other means of online communication enabling the consumer to store on a durable medium any written correspondence with the trader, including the date and time of the correspondence, these other means of communication must be indicated. All these means of communication provided by the trader must allow the consumer to contact the trader quickly and to communicate effectively with him. In addition, details must be provided, where appropriate, of the trader on whose behalf the action is being taken (name, registered office address). The address of the place of economic activity of the trader and, where applicable, of the trader on whose behalf the action is being taken, at which the consumer may lodge complaints shall be indicated if the address of the place of economic activity is different from the address of the registered office;


key: chroma:document
string_value:
4) the total price of goods or services inclusive of taxes, or where due to the nature of goods or services the price cannot be reasonably calculated in advance, the method by which that price is calculated and, where appropriate, any additional transport, delivery, postal and other costs, or where such additional costs cannot be reasonably calculated in advance, the fact that they may have to be paid. In the case of an open-ended contract or a contract providing for the payment of periodic instalments, the total price shall consist of the total cost of a given billing period. Where a fixed fee is to be paid under the contract, the total price shall also mean the total cost of the month. If all costs cannot be reasonably calculated in advance, the method used to calculate the price must be specified;


5) the cost of using the means of communication at the time of conclusion of the contract, if this is not calculated on the basis of basic (normal) rates;


6) arrangements for payment, delivery and performance of the contract, time limit for delivery of goods or provision of services and, where appropriate, the procedure for the handling of consumer complaints by the trader;


7) the right of withdrawal: the conditions, time limit and procedure for implementing this right in accordance with Article 6.22810 of this Code, as well as the model form of withdrawal or information that the consumer does not have the right to withdraw from the contract in accordance with Article 6.22810 of this Code or, where appropriate, the circumstances in which the consumer loses the right to withdraw from the contract;


key: chroma:document
string_value:
8) if necessary, the information that the consumer must bear the costs of returning the goods after withdrawing from the contract and, in the case of distance contracts, the cost of returning the goods if, by their nature, the goods cannot normally be returned by post;


9) information that the consumer who withdraws from the contract in accordance with paragraphs 9 or 10 of Article 6.22810 of this Code must pay to the trader reasonable expenses in accordance with paragraph 9 of Article 6.22811 of this Code;


10) a reminder of the statutory guarantee (legal guarantee) of the goods, digital content or digital service;


11) where appropriate, consumer service, post-contractual service and quality guarantee (commercial guarantee) and their terms and conditions;


12) where appropriate, the code of conduct applicable to the trader and the information on how it can be accessed;


13) where appropriate, the duration of the contract and, in the case of contracts of indefinite duration or automatic renewal, the conditions for terminating the contract;


14) if applicable, the minimum duration of the contract;


15) where appropriate, deposits or other financial guarantees to be provided or paid by the consumer at the request of the trader and the conditions under which they are to be applied;


16) where appropriate, the possibility of submitting a complaint or seeking an out-of-court redress and conditions for exercising it;


17) where relevant, the functionality of goods with digital elements, digital content and digital services, including the technical protection measures applied;


key: chroma:document
string_value:
18) where appropriate, the compatibility and interoperability of goods with digital elements, digital content and digital services to the extent that the trader knows or needs to know;


19) if applicable, the fact that the price has been personalised using automated decision-making.


2. The information referred to in points 7, 8 and 9 of paragraph 1 of this Article may be provided to the consumer by means of a completed model withdrawal information form. This form shall be approved by the Government of the Republic of Lithuania or an institution authorised by it. Where the trader has provided the consumer with a duly completed model withdrawal information form, the trader shall be deemed to have duly complied with the information provision requirements set out in points 7, 8 and 9 of paragraph 1 of this Article.


3. The information referred to in paragraph 1 of this Article shall form an integral part of a distance or off-premises contract. This information may be amended only by express agreement between the parties to the contract.


4. Where the trader has not duly complied with the requirement to provide the consumer with the information on additional charges or other costs referred to in point 4 of paragraph 1 of this Article or with the information on the costs of returning the goods referred to in point 8 of paragraph 1 of this Article, the consumer shall not be obliged to pay those charges or costs.


5. The burden of proving that the information has been provided to the consumer in accordance with this Article shall lie with the trader.


key: chroma:document
string_value:
5. The burden of proving that the information has been provided to the consumer in accordance with this Article shall lie with the trader.


6. Before the conclusion of a consumer contract on the e-marketplace, the e-marketplace service provider must, taking into account the means of distance communication used, provide the consumer with the following information in a clear and comprehensible manner:


1) general information on the main parameters used to determine the ranking of products offered to consumers in response to a search query and the relative importance of those parameters compared to other parameters. This information must be provided in a separate part of the electronic interface, directly and easily accessible from the page where the proposals are submitted;


2) whether the goods, services or digital content are offered by a trader. This information is based on the declaration made by the person submitting the offer on the e-marketplace;


3) the fact that consumer protection requirements do not apply to a contract where the person offering the goods, services or digital content is not a trader;


4) where relevant, information on the allocation of contractual obligations between the person offering the goods, services or digital content and the provider of the e-marketplace service. This information may not replace the obligations of the e-marketplace service provider or trader arising from the performance of the contract, as laid down in other laws or European Union legislation.


7. Other laws may lay down additional information requirements for individual types of distance contracts or off-premises contracts.


key: chroma:document
string_value:
Article 6.2288. Distance contracts


1. A distance contract shall be a contract between a trader and a consumer concluded in the framework of an organised distance sales or provision of services, without the trader and the consumer being physically present at the same place and using only means of communication prior to the conclusion of the contract and at the time of conclusion of the contract.


2. When concluding a distance contract, the trader must provide the consumer with the information referred to in paragraph 1 of Article 6.2287 of this Code in a clear and understandable manner or make that information properly available to the consumer taking into account the means of communication used. The information provided on a durable medium must be legible.


key: chroma:document
string_value:
3. Where a distance contract concluded by electronic means obliges the consumer to pay, the trader must, in a clear and visible manner and immediately before the consumer’s order is placed, familiarise the consumer with the information specified in points 1, 4, 13 and 14 of paragraph 1 of Article 6.2287 of this Code. The trader must ensure that the consumer, when placing his order, explicitly confirms that the consumer is under an obligation to pay after placing the order. If the placing of an order requires the pressing of a button or the use of a similar function, the button or a similar function must be marked in such a way as to be easily legible (understandable), i.e. by including only the words ‘order with the obligation to pay’ or a similar unambiguous wording indicating that the placing of the order creates an obligation for the consumer to pay the trader. If the trader violates this requirement, the distance contract shall not create a payment obligation for the consumer.


4. Where a distance contract is concluded by means of communication which do not contain sufficient space or time to provide information, the trader must, before the conclusion of the contract, provide by such means at least the information specified in points 1, 2, 4, 7 and 13 of Article 6.2287 of this Code, except for the model withdrawal form. The other information referred to in paragraph 1 of Article 6.2287 of this Code, including the model withdrawal form, must be provided by the trader to the consumer as set out in part 2 of this Article.


key: chroma:document
string_value:
5. The trader who makes a telephone call to a consumer with a view to concluding a distance contract must, at the beginning of the conversation with the consumer, disclose his identity (name) and, where appropriate, the identity (name) of the person on whose behalf he makes the call and specify the commercial purpose of the conversation. If in this case the consumer agrees to conclude a distance contract, the trader must confirm the offer to the consumer on a durable medium. A distance contract shall be deemed concluded when the consumer signs the offer or sends his or her written consent to the trader.


6. Within a reasonable period of time after the conclusion of the distance contract and at the latest at the time of delivery of the goods or before the provision of the services, the trader must provide the consumer with a confirmation of the contract on a durable medium. The confirmation of the contract shall contain all the information referred to in paragraph 1 of Article 6.2287 of this Code, with the exception of information provided by the trader to the consumer on a durable medium prior to the conclusion of the distance contract.


7. Other requirements for the conclusion of consumer contracts by electronic means may be laid down by law.


8. Other laws may not impose additional pre-contractual information requirements for distance contracts.


key: chroma:document
string_value:
Article 6.2289. Off-premises contracts


1. An off-premises contract shall be a contract between a trader and a consumer which meets one of the following conditions:


1) it is concluded with the simultaneous physical presence of the trader and the consumer in a single place other than the trader’s commercial premises;


2) it is offered by the consumer and is subject to the conditions referred to in point 1 of this paragraph;


3) it is concluded at the trader’s commercial premises or by means of communication immediately after the trader has addressed the consumer personally and directly while they are physically present in a single place other than the trader’s commercial premises;


4) it is concluded during a tour organised by a trader to promote and sell goods or services to the consumer.


2. ‘Commercial premises’ shall mean both immovable premises on which the trader carries out regular retail trade and movable premises on which the trader normally carries out retail trade.


3. Off-premises contracts where the amount to be paid by the consumer is less than twenty-five euros shall be exempt from the provisions of this Article and Articles 6.2287 and 6.22810 of this Code.


key: chroma:document
string_value:
4. When concluding an off-premises contract, the trader must provide the consumer with the information referred to in paragraph 1 of Article 6.2287of this Code in writing on paper or, with the consumer’s consent, on another durable medium. The information must be legible and presented in clear and comprehensible language.


5. The trader must provide the consumer with a signed copy of the off-premises contract or a written confirmation of that contract on paper or, with the consumer’s consent, on another durable medium.


6. Other laws may not impose any additional pre-contractual information requirements for off-premises contracts.


key: chroma:document
string_value:
Article 6.22810. Consumer’s right to withdraw from a distance and off-premises contract


1. The consumer shall have the right, without giving any reason or incurring any costs other than those provided for in Article 6.22811 of this Code, to withdraw from a distance or off-premises contract within 14 days, subject to the exceptions provided for in paragraph 2 of this Article.


2. The right of the consumer to withdraw from a distance and off-premises contract shall not apply to the following contracts:


1) service contracts where the services have been fully provided to the consumer and where the consumer is obliged to pay the price, provided that the consumer’s express consent and acknowledgement has been obtained prior to the commencement of the provision of the services that he will lose the right of withdrawal once the trader has fully performed the contract;


2) contracts where the price of the goods sold or services rendered depends on fluctuations in the financial market during the withdrawal period set out in paragraph 1 of this Article;


3) contracts for goods produced in accordance with the consumer’s specific instructions, i.e. goods which are not manufactured in advance and which are produced according to the consumer’s personal choice or instruction, whether or not the goods have been put into production, or for goods which are expressly tailored to the consumer’s personal needs;


4) contracts for perishable goods or goods with a short term of validity;


5) contracts for packaged goods which have been unsealed after delivery and which are unfit for return for health or hygiene reasons;


key: chroma:document
string_value:
5) contracts for packaged goods which have been unsealed after delivery and which are unfit for return for health or hygiene reasons;


6) contracts for goods which are, after delivery, according to their nature, inseparably mixed with other items;


7) contracts for alcoholic beverages, the price of which is fixed at the time of conclusion of the sales contract and which are delivered 30 days after the conclusion of the contract, and the fair value of the beverages is dependent on market fluctuations;


8) contracts concluded after the consumer has made a specific request to the trader for his arrival in order to carry out urgent repairs or maintenance work. If, in this case, the trader provides more additional services than specifically indicated by the consumer or sells more additional goods than necessary to carry out the repairs or maintenance work, those additional services or goods shall be subject to the right of withdrawal;


9) contracts for packed video or audio recordings or packaged software which have been unpacked after delivery;


10) contracts for the delivery of newspapers, periodicals or magazines, with the exception of contracts for subscriptions to these publications;


11) contracts concluded at a public auction;


12) contracts for the provision of accommodation, carriage of goods, car rental, catering or leisure services, provided that the contract provides for a specific date or period for the provision of services;


13) contracts for the supply of digital content which have been put into effect and which provide for an obligation on the part of the consumer to pay the price, provided that all the following conditions are met:


key: chroma:document
string_value:
a) the consumer has expressly consented in advance to the performance of the contract even though the time limit for exercising the right of withdrawal has not expired;


b) the consumer has acknowledged that he or she is no longer entitled to withdraw from the contract;


c) the trader has provided a confirmation pursuant to paragraph 6 of Article 6.2288 or paragraph 5 of Article 6.2289 of this Code.


3. The withdrawal period for distance and off-premises contracts referred to in paragraph 1 of this Article shall expire after 14 days:


1) in the case of a contract for services or a contract for the sale of energy, from the date of conclusion of the contract;


2) in the case of a sales contract, from the date on which the consumer or a person designated by the consumer, other than the carrier, receives the goods ordered or:


a) where the consumer has ordered more than one item in one order and the goods are delivered separately, from the date on which the consumer or a person designated by the consumer, other than the carrier, receives the last item;


b) where the goods are delivered in different lots or parts, from the date on which the consumer or the person designated by the consumer, other than the carrier, receives the last lot or part;


c) in the case of a contract for regular delivery of goods within a specified period, from the date on which the consumer or the person designated by the consumer, other than the carrier, receives the first item.


key: chroma:document
string_value:
4. If the trader has not provided the consumer with the information on the right of withdrawal pursuant to point 7 of paragraph 1 of Article 6.2287 of this Code, the consumer shall have the right to withdraw from the contract within 12 months of the expiry of the time limit set in paragraph 3 of this Article.


5. If the trader provides the consumer with the information referred to in point 7 of paragraph 1 of Article 6.2287 of this Code within 12 months of the expiry of the time limit set in paragraph 3 of this Article, the period of withdrawal shall expire 14 days after the day on which the consumer receives that information.


6. The consumer shall inform the trader of the withdrawal from a distance or off-premises contract:


1) by submitting a duly completed model withdrawal form. This form shall be approved by the Government of the Republic of Lithuania or an institution authorised by it; or


2) by submitting a clear statement setting out his decision to withdraw from the contract.


7. The trader may enable the consumer to submit electronically on the internet website the documents referred to in paragraph 6 of this Article for the withdrawal from a distance contract or an off-premises contract. In this case, the trader must immediately confirm to the consumer, on a durable medium, that he has received his withdrawal from the contract.


8. The burden of proving compliance with the requirements of this Article with regard to withdrawal shall rest with the consumer.


key: chroma:document
string_value:
8. The burden of proving compliance with the requirements of this Article with regard to withdrawal shall rest with the consumer.


9. Where a consumer who has concluded a distance contract wishes to have services or energy supplied before the expiry of the withdrawal period set out in this Article and the consumer is contractually obliged to pay the price, the trader may only provide the services or energy upon the consumer’s explicit request on a durable medium and the consumer’s acknowledgement that the consumer loses the right of withdrawal upon the trader’s full performance of the contract.


10. Where a consumer who has concluded an off-premises contract wishes to have services or energy supplied before the expiry of the withdrawal period for the off-premises contract set out in this Article and the consumer is contractually obliged to pay the price, the trader may only provide the services or energy upon the consumer’s explicit request on a durable medium and the consumer’s acknowledgement that the consumer loses the right of withdrawal upon the trader’s full performance of the contract.


key: chroma:document
string_value:
Article 6.22811. Legal consequences of withdrawal


1. The exercise of the right of withdrawal by the consumer shall terminate the obligations of the parties to perform a distance or off-premises contract or to conclude a distance or off-premises contract if the consumer has submitted an offer to conclude it.


2. The trader must, without delay and at the latest within 14 days from the date on which he receives the consumer’s notice of withdrawal from the contract, reimburse to the consumer all sums paid by the latter, including the costs of delivery of the goods paid by the consumer. When reimbursing all sums paid by the consumer, the trader must use the same means of payment as the consumer used to pay the trader, unless the consumer expressly agrees otherwise, and provided that the consumer does not incur any other additional costs as a result of such reimbursement..


3. The trader shall not be obliged to reimburse the consumer for any additional costs arising from the fact that the consumer has made a clear choice other than the cheapest usual method of delivery proposed by the trader.


4. The trader may withhold the reimbursement of sums paid by the consumer until the goods have been returned to the trader or until the consumer has provided proof that the goods have been dispatched to the trader, whichever occurs first, unless the trader is bound by the contractual obligation to take back the goods following the consumer’s withdrawal from the contract.


key: chroma:document
string_value:
5. The consumer must, without delay and at the latest within 14 days from the date on which the notice of withdrawal was given to the trader, send or hand over the goods to the trader or to another person authorised by the trader unless the trader is contractually obliged to take back the goods following the consumer’s withdrawal.


6. The consumer shall bear only the direct costs of returning the goods, except where, under the contract, these costs are borne by the trader, or where the trader has not duly informed the consumer that such costs will be borne by the consumer.


7. Where, in the case of an off-premises contract, the goods were delivered to the consumer’s place of residence at the time of conclusion of the contract, following the consumer’s withdrawal from the contract, the trader must withdraw the goods at his own expense when, due to the nature of the goods, the goods cannot normally be returned by post.


8. The consumer shall be liable only for the reduction in value of the goods resulting from actions which are not necessary to determine the nature, characteristics and functioning of the goods. The consumer shall not be liable for the reduction in the value of the goods if the trader has not provided the consumer with information on the right of withdrawal in accordance with point 7 of paragraph 1 of Article 6.2287 of this Code.


key: chroma:document
string_value:
9. The consumer who withdraws from a contract in the cases referred to in paragraph 9 or 10 of Article 6.22810 of this Code shall be obliged to compensate the trader in proportion to the services provided up to the moment when the consumer gave the notice of withdrawal to the trader. The amount to be paid by the consumer to the trader shall be calculated in proportion to the value of the services provided on the basis of the total price fixed in the contract. Where the total price is too high, the proportionate amount shall be calculated on the basis of the market value of the services provided.


10. The consumer shall not compensate for the services or energy supplied during the withdrawal period if:


1) the trader has not provided the consumer with information concerning the right of withdraw from the contract in accordance with point 7 of paragraph 1 of Article 6.2287 of this Code or with the information set out in point 9 of paragraph 1 of Article 6.2287 of this Code that the consumer must pay the trader’s reasonable costs in accordance with paragraph 9 of this Article; or


2) the consumer has not explicitly requested to start the provision of services or supply of energy during the withdrawal period in accordance with paragraph 9 or 10 of Article 6.22810 of this Code.        


11. The exercise of the consumer’s right to withdraw from the contract may not lead to any other expenses not provided for in this Article or in Article 6.22812 of this Code.


key: chroma:document
string_value:
12. Where the consumer exercises the right to withdraw from a distance or off-premises contract, ancillary contracts shall be automatically terminated at no cost to the consumer, except for the costs provided for in this Article or in Article 6.22812 of this Code. Contracts under which the consumer acquires goods or services relating to a distance contract or an off-premises contract and where those goods or services are supplied by the trader or by another person under an agreement with the trader shall be regarded as ancillary contracts. The consumer must inform the other party in writing without delay of the termination of the ancillary contract and provide details of the withdrawal from the distance or off-premises contract. A separate notice from the consumer shall not be required where the ancillary contract has been concluded with the same trader who has been notified of the withdrawal in accordance with Article 6.22810 of this Code.


13. When the consumer exercises the right of withdrawal, the trader must comply with the legal requirements for the protection of the consumer’s personal data.


14. The trader must refrain from using any content other than personal data, which was provided or created by the consumer when using the digital content or digital service supplied by the trader, except where such content:


1) has no utility outside the context of the digital content or digital service supplied by the trader;


2) only relates to the consumer’s activity when using the digital content or digital service supplied by the trader;


3) has been aggregated with other data by the trader and cannot be disaggregated or only with disproportionate efforts;


key: chroma:document
string_value:
3) has been aggregated with other data by the trader and cannot be disaggregated or only with disproportionate efforts;


4) has been generated jointly by the consumer and others, and other consumers are able to continue to make use of the content.


15. The trader must, at the request of the consumer, make available to the consumer any digital content other than personal data, which was provided or created by the consumer when using the digital content or digital service supplied by the trader, except in the cases provided for in points 1, 2 and 3 of paragraph 14 of this Article. The consumer shall be entitled to retrieve that digital content free of charge, without hindrance from the trader, within a reasonable time and in a commonly used and machine-readable format.  


16. Once the consumer has exercised the right of withdrawal, the trader shall be entitled to prevent any further use of the digital content or digital service by the consumer by making the digital content or digital service inaccessible to the consumer or disabling the user account of the consumer or by other means. 


17. After exercising the right of withdrawal, the consumer must refrain from using the digital content or digital service and from making it available to other persons.


key: chroma:document
string_value:
Article 6.22812. Specific features of the consumer’s right of withdrawal from consumer contracts for the supply of digital content


key: chroma:document
string_value:
1. No longer effective from 1 January 2022.


2. No longer effective from 1 January 2022.


3. No longer effective from 18 November 2016.


4. Where a consumer contract for the supply of digital content is a distance contract or an off-premises contract the performance of which is requested by the consumer before the expiry of the withdrawal period laid down in Article 6.22810 of this Code, the trader must additionally state in the confirmation of the contract to the consumer that the consumer’s prior express consent and acknowledgement of the loss of the right to withdraw has been obtained.


5. The withdrawal period laid down in Article 6.22810 of this Code for consumer contracts for the supply of digital content shall start to run from the date of conclusion of the contract.


6. In the cases referred to in point 13 of paragraph 2 of Article 6.22810 of this Code, the consumer shall not have the right to withdraw from the contract for the supply of digital content.


7. The consumer shall not have the obligation to pay for all or part of digital content not supplied on a durable medium where at least one of the following conditions applies:


1) the consumer has not given his prior explicit consent to the commencement of the supply of digital content before the expiry of the time limit laid down in Article 6.22810  of this Code;


2) the consumer has not acknowledged the loss of the right of withdrawal  when giving his consent to the commencement of the supply of digital content;


3) the trader has not provided the consumer with a confirmation in accordance with paragraph 4 of this Article.


key: chroma:document
string_value:
Article 6.22813. Quality and safety requirements for goods and services


1. Goods and services sold to consumers must be safe and of adequate quality. The quality and safety requirements for goods and services shall be laid down by laws and other legal acts.


2. The sale of goods whose shelf-life has expired or which have been relabelled, repackaged or otherwise treated to extend their shelf-life shall be prohibited. The manufacturer shall not be liable for the safety and suitability of the goods for their intended purpose (product characteristics) after the expiry of the shelf-life of the goods.


key: chroma:document
string_value:
Article 6.22814. Quality guarantee (commercial guarantee)


1. Quality guarantee (commercial guarantee) shall mean an obligation on the part of the trader (seller or manufacturer) to reimburse the consumer for the price paid for the goods or services, or to replace, repair or otherwise remedy a defect in the goods or services where the goods or services do not conform to the conditions or requirements set out in the guarantee document or in the advertising provided at the time of or prior to the conclusion of the contract, which do not relate to the conformity of the goods or services with the contract.


2. The quality guarantee may not restrict the rights of the consumer as laid down in Article 6.3641 of this Code.


3. The quality guarantee must be provided in the official language. It must state that the quality guarantee does not restrict the consumer’s rights in the event of the purchase of goods or services of inadequate quality, and it must clearly and comprehensibly indicate the name and address of the registered office and e-delivery box of the guarantor as well as the terms and conditions of the guarantee, including its duration, territorial scope and the information needed for lodging a guarantee claim.

 


4. At the consumer’s request, the quality guarantee must be provided to him in writing on paper or on another durable medium accessible to him.


5. The consumer shall have the right to claim a quality guarantee regardless of the fact that it has been granted in breach of the requirements laid down in this Article.


key: chroma:document
string_value:
Article 6.22815. Trader’s liability and performance of an obligation in kind

If the trader fails to perform his obligations under a consumer contract, the payment of damages or the payment of penalties shall not exempt the trader from performing the obligation in kind.

 


Article 6.22816. Supply of goods or services without an order from the consumer


1. The consumer to whom unsolicited goods or services, including digital content, are supplied shall not have the obligation to pay for them. The consumer shall not incur any additional costs due to the receipt of unsolicited goods or services, as well as digital content.


2. An omission (silence) of the consumer to whom goods or services have been provided without his order shall not constitute consent to purchase.


3. The burden of proving that the consumer has expressed his will to conclude a consumer contract (ordering goods or services) shall lie with the trader.


key: chroma:document
string_value:
Article 6.22817. Consumer contracts for the supply of digital content and digital services


1. The provisions of Articles 6.22817 to 6.22824 of this Code shall apply to contracts under which the trader supplies or undertakes to supply digital content or digital service to the consumer and the consumer pays or undertakes to pay the price of the digital content or digital service. The provisions of these Articles shall also apply where the digital content or digital service is produced in accordance with the instructions of the consumer.


2. In addition, the provisions of Articles 6.22817 to 6.22824 of this Code shall apply where the trader supplies or undertakes to supply digital content or a digital service to the consumer and the consumer provides or undertakes to provide personal data to the trader, except where the trader only processes those personal data for the purposes of the provision of the digital content or digital service or to comply with legal requirements, and does not process those personal data for any other purposes.


3. The provisions of Articles 6.22817 to 6.22824 of this Code shall also apply to any tangible medium which serves exclusively as a carrier of digital content, with the exception of Article 6.22818 and paragraphs 1, 2 and 3 of Article 6.22822 of this Code.


key: chroma:document
string_value:
4. The provisions of Articles 6.22817 to 6.22824 of this Code shall not apply to digital content and digital services which are incorporated in or inter-connected with goods with digital elements and which are supplied together with those goods under the same sales contract, irrespective of whether the digital content or digital service is supplied by the seller or by another person. In the event of doubt as to whether the supply of incorporated or inter-connected digital content or an incorporated or inter-connected digital service forms part of the sales contract, the digital content or digital service shall be presumed to be covered by the sales contract.


5. The provisions of Articles 6.22817 to 6.22824 of this Code shall not apply to contracts regarding:


1) the provision of services other than digital services, regardless of whether digital forms or means are used by the trader to produce the output of the service or to deliver or transmit it to the consumer;


2) electronic communications services, with the exception of number-independent interpersonal communications services as defined in the Law of the Republic of Lithuania on Electronic Communications;


3) health care services;


4) remote gambling services at the individual request of the consumer;


5) financial services;


6) software offered by the trader under a free and open-source licence, where the consumer does not pay a price for the digital content or digital service and the personal data provided by the consumer are exclusively processed by the trader for the purpose of improving the security, compatibility or interoperability of that specific software;


key: chroma:document
string_value:
7) the supply of digital content where the digital content is made available to the general public other than by signal transmission as a part of a performance or event, such as digital cinematographic projections;


8) digital content provided by public sector bodies in accordance with the Law of the Republic of Lithuania on the Right to Obtain Information from State and Municipal Institutions and Agencies.


6. Where digital content or digital services and other services or goods are supplied under the same consumer contract, the provisions of Articles Articles 6.22817 to 6.22824 of this Code shall only apply to the part of the contract concerning the digital content or digital service.


7. Where other laws or legal acts of the European Union regulating the protection of personal data lay down rules other than those provided for in Articles 6.22817 to 6.22824 of this Code, the rules of these Articles shall apply to the extent that they do not conflict with the rules governing the protection of personal data.


key: chroma:document
string_value:
Article 6.22818. Supply of digital content or digital services


1. Unless the parties have agreed otherwise, the trader must supply the digital content or digital service to the consumer without delay after the conclusion of the contract.


2. The trader shall have complied with the obligation to supply when:


1) the digital content or any means suitable for accessing or downloading the digital content is made available or accessible to the consumer, or to a physical or virtual facility chosen by the consumer for that purpose;


2) the digital service is made accessible to the consumer or to a physical or virtual facility chosen by the consumer for that purpose.


key: chroma:document
string_value:
Article 6.22819. Quality requirements for digital content and digital services


1. The trader must supply the consumer with the digital content or digital service complying with the requirements laid down in this Article.


2. The digital content or digital service must comply with all of the following requirements, provided that they are applicable:


1) be of the description, quantity and quality, and possess the functionality, compatibility, interoperability and other features, as required by the contract;


2) be fit for any particular purpose for which the consumer requires it and which the consumer made known to the trader at the latest at the time of the conclusion of the contract, and in respect of which the trader has given acceptance;


3) be supplied with all accessories, instructions, including on installation, and customer assistance as required by the contract;


4) be updated as stipulated by the contract.


3. In addition, the digital content or digital service must meet all of the following requirements:


1) be fit for the purposes for which digital content or digital services of the same type would normally be used, taking into account any applicable legal provisions, technical standards or, in the absence of such technical standards, applicable codes of conduct;


key: chroma:document
string_value:
2) be of the quantity and possess the qualities and performance features, including in relation to functionality, compatibility, accessibility, continuity and security, normal for digital content or digital services of the same type and which the consumer may reasonably expect, given the nature of the digital content or digital service and taking into account any public statement made by or on behalf of the trader, or other persons in previous links of the chain of transactions, particularly in advertising or on labelling, except for the cases referred to in paragraph 4 of this Article;


3) where applicable, be supplied along with any accessories and instructions which the consumer may reasonably expect to receive;


4) comply with any trial version or preview of the digital content or digital service, made available by the trader before the conclusion of the contract.


4. The public statements referred to in point 2 of paragraph 3 of this Article shall not bind the trader if he proves that at least one of the following conditions is met:


1) the trader was not, and could not reasonably have been, aware of the public statement in question;


2) by the time of conclusion of the contract, the public statement had been corrected in the same way as, or in a way comparable to how, it had been made;


3) the decision to acquire the digital content or digital service could not have been influenced by the public statement.


5. The trader must ensure that the consumer is informed of and supplied with updates, including security updates, that are necessary to ensure the adequate quality of the digital content or digital service, for the period of time:


key: chroma:document
string_value:
1) during which the digital content or digital service is to be supplied under the contract, where the contract provides for a continuous supply over a period of time;


2) that the consumer may reasonably expect, given the type and purpose of the digital content or digital service and taking into account the circumstances and nature of the contract, where the contract provides for a single act of supply or a series of individual acts of supply.


6. Where the consumer fails to install, within a reasonable time, updates supplied by the trader in accordance with paragraph 5 of this Article, the trader shall not be liable for any lack of conformity resulting solely from the lack of the relevant update, provided that both of the following conditions are met:


1) the trader informed the consumer about the availability of the update and the consequences of the failure of the consumer to install it;


2) the failure of the consumer to install or the incorrect installation by the consumer of the update was not due to shortcomings in the installation instructions provided by the trader.


7. Where the contract provides for a continuous supply of digital content or digital service over a specific period of time, the trader shall be responsible for the proper supply of the digital content or digital service throughout the duration of that period.


8. Where, at the time of the conclusion of the contract, the consumer was specifically informed that a particular characteristic of the digital content or digital service was deviating from the requirements laid down in paragraphs 3, 4 or 5 of this Article and the consumer expressly and separately accepted that deviation when concluding the contract, it shall be considered that the digital content or digital service is of adequate quality.


key: chroma:document
string_value:
9. Unless the parties have agreed otherwise, digital content or a digital service must be supplied in the most recent version available at the time of the conclusion of the contract.


10. The trader shall be responsible for any lack of conformity resulting from the incorrect integration of the digital content or digital service into the consumer’s digital environment in the following cases:


1) the digital content or digital service was integrated by the trader or under the trader’s responsibility;


2) the digital content or digital service was intended to be integrated by the consumer and the incorrect integration was due to shortcomings in the integration instructions provided by the trader.


11. Where a violation of intellectual property rights or any other rights of other persons prevents or limits the consumer’s use of the digital content or digital service, the consumer shall be entitled to the remedies in accordance with the provisions of paragraphs 4 to 9 of Article 6.22822 of this Code.


key: chroma:document
string_value:
Article 6.22820. Statutory guarantee


1. The trader shall be liable to the customer for any failure to supply the digital content or digital service in accordance with the requirements laid down in Article 6.22818 of this Code.


2. Where a contract provides for a single act of supply or a series of individual acts of supply of digital content or a digital service, the trader shall be liable for any lack of conformity with the requirements laid down in Article 6.22819 of this Code which exists at the time of supply and becomes apparent within a period of two years from the time of supply.


3. Where the contract provides for a continuous supply of digital content or a digital service over a period of time, the trader shall be liable for any lack of conformity with the requirements laid down in Article 6.22819 of this Code that occurs or becomes apparent within the period of time during which the digital content or digital service is to be supplied under the contract.


key: chroma:document
string_value:
Article 6.22821. Burden of proof


1. The burden of proof with regard to whether the digital content or digital service was supplied in accordance with the requirements laid down in Article 6.22818 of this Code shall be on the trader.


2. Where a contract provides for a single act of supply or a series of individual acts of supply of digital content or a digital service and the inadequate quality of the digital content or digital service becomes apparent within one year of the supply of the digital content or digital service, the burden of proof with regard to whether the supplied digital content or digital service was in conformity with the quality requirements at the time of supply shall be on the trader.


3. Where the contract provides for a continuous supply of digital content or a digital service over a period of time and the inadequate quality of the digital content or digital service becomes apparent within that period, the burden of proof with regard to whether the digital content or digital service is in conformity with the quality requirements for the period covered by the contract shall be on the trader.


4. Paragraphs 2 and 3 of this Article shall not apply where the trader demonstrates that the digital environment of the consumer is not compatible with the technical requirements of the digital content or digital service and where the trader informed the consumer of such requirements in a clear and comprehensible manner before the conclusion of the contract.


key: chroma:document
string_value:
5. The consumer must cooperate with the trader, to the extent reasonably possible and necessary, to ascertain whether the cause of the lack of conformity of the digital content or digital service, which became apparent within the period specified in paragraph 2 or 3 of Article 6.22820 of this Code, lay in the consumer’s digital environment. The obligation of the consumer to cooperate shall be limited to the technically available means which are least intrusive for the consumer. Where the consumer fails to cooperate, and where the trader informed the consumer of such requirement in a clear and comprehensible manner before the conclusion of the contract, the burden of proof with regard to inadequate quality of the digital content or digital service shall be on the consumer.


key: chroma:document
string_value:
Article 6.22822. Consumer rights in cases of the failure to supply or inadequate quality of the digital content or digital service


1. Where the trader fails to fulfil his obligation to supply the digital content or digital service in accordance with Article 6.22818 of this Code, the consumer shall call upon the trader to supply the digital content or digital service. If the trader then fails to supply the digital content or digital service without delay, or within an additional period of time, as expressly agreed to by the parties, the consumer shall be entitled to unilaterally terminate the contract.


2. The provisions of paragraph 1 of this Article shall not apply, and the consumer shall be entitled to unilaterally terminate the contract immediately, where:


1) the trader has declared, or it is equally clear from the circumstances, that the trader will not supply the digital content or digital service;


2) the consumer and the trader have agreed, or it is clear from the circumstances attending the conclusion of the contract, that the supply of the digital content or digital service within the time period laid down in the contract is essential for the consumer and the trader has failed to supply them within the prescribed period.


3. Where the consumer terminates the contract on the grounds provided for in paragraph 1 or 2 of this Article, the provisions of Article 6.22823 of this Code shall apply.


key: chroma:document
string_value:
4. In the case of a lack of conformity of the digital content or digital service with the requirements laid down in Article 6.22819 of this Code, the consumer shall be entitled to have the digital content or digital service brought into conformity, to receive a proportionate reduction in the price, or to unilaterally terminate the contract, in accordance with the provisions of this Article.


5. The consumer shall be entitled to have the digital content or digital service brought into conformity, unless this would be impossible or would impose costs on the trader that would be disproportionate, taking into account all the circumstances of the case including:


1) the value the digital content or digital service would have if there were no lack of conformity;


2) the significance of the lack of conformity.


6. The trader must bring the digital content or digital service into conformity by complying with all of the following requirements:


1) within a reasonable time from the moment the trader has been informed by the consumer about the lack of conformity;


2) free of charge;


3) without any significant inconvenience to the consumer, taking account of the nature of the digital content or digital service and the purpose for which the consumer required the digital content or digital service.


7. The consumer shall be entitled to either a proportionate reduction of the price where the digital content or digital service is supplied in exchange for a payment of a price, or the unilateral termination of the contract, in any of the following cases:


1) the remedy to bring the digital content or digital service into conformity is impossible or disproportionate for the trader taking into account all the circumstances;


key: chroma:document
string_value:
1) the remedy to bring the digital content or digital service into conformity is impossible or disproportionate for the trader taking into account all the circumstances;


2) the trader has not brought the digital content or digital service into conformity in accordance with paragraph 6 of this Article;


3) a lack of conformity appears despite the trader’s attempt to bring the digital content or digital service into conformity;  


4) the lack of conformity is of a serious nature;


5) the trader has declared, or it is clear from the circumstances, that the trader will not bring the digital content or digital service into conformity within a reasonable time, or without significant inconvenience for the consumer.


8. The reduction in price must be proportionate to the decrease in the value of the digital content or digital service which was supplied to the consumer compared to the value that the digital content or digital service would have if it were in conformity. Where the contract stipulates that the digital content or digital service is to be continuously supplied over a period of time in exchange for the payment of a price, the reduction in price shall apply to the period of time during which the digital content or digital service was not in conformity.


9. Where the digital content or digital service is supplied in exchange for the payment of a price, the consumer shall be entitled to terminate the contract only if the lack of conformity is not minor.    The burden of proof with regard to whether the lack of conformity is minor shall be on the trader.


key: chroma:document
string_value:
10. The consumer shall have the right to suspend payment of the price or part of the price of the digital content or digital service until the trader has brought the digital content or digital service into conformity.


key: chroma:document
string_value:
Article 6.22823. Termination of a contract


1. This Article shall apply where the consumer terminates the contract in accordance with the provisions of paragraphs 1, 2 or 7 of Article 6.22822 or Article 6.22824 of this Code.


2. The consumer shall exercise the right to terminate the contract by means of a statement to the trader expressing the decision to terminate the contract.


3. In the event of termination of the contract, the trader must reimburse the consumer for all sums paid under the contract. In cases where the contract provides for the supply of the digital content or digital service in exchange for a payment of a price and over a period of time, and the digital content or digital service had been in conformity for a period of time prior to the termination of the contract, the trader must reimburse the consumer only for the proportionate part of the price paid corresponding to the period of time during which the digital content or digital service was not in conformity, and any part of the price paid by the consumer in advance for any period of the contract that would have remained had the contract not been terminated.


4. Upon termination of the contract, the trader must comply with the consumer’s personal data protection requirements laid down in laws and European Union legal acts regulating the protection of personal data.


5. The trader must refrain from using any content other than personal data, which was provided or created by the consumer when using the digital content or digital service supplied by the trader, except where such content:


1) has no utility outside the context of the digital content or digital service supplied by the trader;


key: chroma:document
string_value:
1) has no utility outside the context of the digital content or digital service supplied by the trader;


2) only relates to the consumer’s activity when using the digital content or digital service supplied by the trader


3) has been aggregated with other data by the trader and cannot be disaggregated or only with disproportionate efforts;


4) has been generated jointly by the consumer and others, and other consumers are able to continue to make use of the content.


6. The trader must, at the request of the consumer, make available to the consumer any digital content other than personal data, which was provided or created by the consumer when using the digital content or digital service supplied by the trader, except in the cases provided for in points 1, 2 and 3 of paragraph 5 of this Article.  The consumer shall be entitled to retrieve that digital content free of charge, without hindrance from the trader, within a reasonable time and in a commonly used and machine-readable format. 


7. After the termination of the contract, the trader shall be entitled to prevent any further use of the digital content or digital service by the consumer by making the digital content or digital service inaccessible to the consumer or disabling the user account of the consumer or by other means.


8. After the termination of the contract, the consumer must refrain from using the digital content or digital service and from making it available to other persons.


key: chroma:document
string_value:
9. Where the digital content was supplied on a tangible medium, the consumer must, at the request of the trader, return the tangible medium to the trader without delay. The costs of the return shall be borne by the trader. The trader shall have the right to make a request for the return of the tangible medium within 14 days of the day on which the trader is informed of the consumer’s decision to terminate the contract.


10. The consumer shall not be liable to pay for any use made of the digital content or digital service in the period, prior to the termination of the contract, during which the digital content or the digital service was not in conformity.


11. Any reimbursement that is owed to the consumer by the trader due to a price reduction or termination of the contract must be carried out no later than within 14 days of the date on which the trader is informed of the consumer’s decision to invoke the consumer’s right for a price reduction or to terminate the contract.


12. The trader must carry out the reimbursement using the same means of payment as the consumer used to pay for the digital content or digital service, unless the consumer expressly agrees otherwise, and provided that the consumer does not incur any additional expenses as a result of such reimbursement.


13. The trader shall be prohibited from imposing any fee on the consumer in respect of the reimbursement.


key: chroma:document
string_value:
Article 6.22824.  Modification of the digital content or digital services


1. Where the contract provides that the digital content or digital service is to be supplied or made accessible to the consumer over a period of time, the trader shall have the right to modify the digital content or digital service beyond what is necessary to maintain the digital content or digital service in conformity if all of the following conditions are met:


1) the contract allows, and provides a valid reason for, such a modification;


2) such a modification is made without additional cost to the consumer;


3) the consumer is informed in a clear and comprehensible manner of the modification;


4) in the cases referred to in paragraph 2 of this Article, the consumer is informed reasonably in advance on a durable medium of the features and time of the modification and of the right to terminate the contract in accordance with paragraph 2 of this Article, or of the possibility to maintain the digital content or digital service without such a modification in accordance with paragraph 3 of this Article.


2. The consumer shall be entitled to terminate the contract if the modification negatively impacts the consumer’s access to or use of the digital content or digital service, unless such negative impact is only minor. The consumer shall be entitled to terminate the contract free of charge within 30 days of the receipt of the information referred to in point 4 of paragraph 1 of this Article or of the time when the digital content or digital service has been modified by the trader, whichever is later. In the event of termination of the contract by the consumer, the provisions of Article 6.22823 of this Code shall apply.


key: chroma:document
string_value:
3. The provisions of paragraph 2 of this Article shall not apply if the trader has enabled the consumer to maintain without additional cost the digital content or digital service without the modification, and the digital content or digital service remains in conformity.


4. The provisions of this Article shall not apply to the supply of digital content or a digital service and internet access service or number-based interpersonal communications service under the same consumer contract.


key: chroma:document
string_value:
Part III

OBLIGATIONS ARISING ON OTHER GROUNDS

 


CHAPTER XIX

MANAGEMENT OF THE AFFAIRS OF ANOTHER PERSON


key: chroma:document
string_value:
Article 6.229. Duties of a person managing the affairs of another person


1. Where a person voluntarily and without any mandate, instruction or previous assent to act undertakes the management of the affairs of another person, where such management does not fall within his duties, he must manage them in such a way that it conforms to the interests of that other person. The obligations arising on the basis of these activities shall be binding on the person managing the affairs of another person. The activities of the person managing the affairs of another person (manager) shall be governed mutatis mutandis by the provisions of Book Four of this Code regulating simple administration of another’s property.


2. A person who assumes the management of the affairs of another person shall be bound to continue the management undertaken until that other person (principal) is in a position to attend to it himself, or until his guardian, curator or administrator of the property is appointed; if the principal dies, the duty to continue the management shall remain in existence until his heirs take over the management.


3. A person managing the affairs of another person must as soon as reasonably possible inform the principal of everything that has been done; he must also render in writing a comprehensive account of income, expenditure and loss.


4. A person managing the affairs of another person must exercise the necessary concern in his management to the extent that can reasonably be required of him, taking into consideration the concrete circumstances in which he acts.


key: chroma:document
string_value:
5. The provisions of this Article shall not apply to the activities of state and municipal institutions which act in the interests of other persons if the performance of such activity is within the duties of the institutions concerned.


key: chroma:document
string_value:
Article 6.230. Managing of the affairs of another person against his will


1. A person who manages the affairs of another person against the latter’s will being aware of that shall be liable to compensate the person against whose will he has acted for the damage caused by his actions.


2. A person’s consent or refusal to have his affairs managed by another person shall be of no effect in the instances where an obligation whose performance corresponds to the public interest, or the obligation to maintain another person would not be performed in time without such consent, or where effort is undertaken to avert danger threatening a person’s life.


3. Actions performed by the manager of the affairs of another person after he became aware of the person’s, for the benefit of whom the affairs are conducted, disapproval of such actions shall not create any obligations for the person concerned, neither for the person performing the indicated actions, nor third persons.

 


Article 6.231. Managing of the affairs of another person in case of danger

If a person has undertaken the management of the affairs of another person in order to protect the latter against real danger to his person or property, the former shall not be held liable for damages inflicted unless he acted intentionally or in gross negligence.

 


Article 6.232. Ratification of actions

Subsequent ratification of actions of a manager made by the person whose affairs were managed by the former without a mandate produces the same effects with respect to the management as would have arisen from a contract of mandate or any other contract best corresponding to the nature of the performed actions.


key: chroma:document
string_value:
Article 6.233. Reimbursement of expenses incurred


1. When the management of the affairs of another person has been rightly undertaken and conformed to the principal’s interests, the principal shall be bound to perform the obligations assumed by the manager in his name. In addition, the principal must reimburse the manager for all the useful and necessary expenses incurred and compensate for the damages suffered by reason of the management of his affairs, irrespective of whether the desired result has been attained.


2. Expenses incurred in the cases provided for in paragraph 1 of Article 6.230 of this Code shall not be reimbursed.


3. In the instances indicated in Article 6.321 of this Code, reimbursement of expenses incurred may be claimed in any case.


4. Where management of the affairs of another person has yielded positive results to the latter, the manager, who has conducted the affairs, shall be entitled to remuneration. In the case of disagreement between the parties, the amount of remuneration shall be established by the court taking in consideration the concrete circumstances of the case and being guided by the principles of justice, reasonableness and good faith.


5. The expenses or damages incurred by a person in managing the affairs of another person with the consent of the latter shall be subject to reimbursement in accordance with the rules governing the appropriate nominate contract.


key: chroma:document
string_value:
Article 6.234. Return of the received property


1. A person who has been managing the affairs of another person must return to the latter the property received by reason of the management, including the fruits and income therefrom.


2. Upon ratification of the management of affairs by the principal, the manager shall acquire the right to claim reimbursement of expenses in accordance with Article 6.233 of this Code.

 


Article 6.235. Legal effects of a transaction formed on behalf and in the interests of another person


1. Obligations arising from a transaction formed on behalf and in the interests of another person shall be assumed by the person on whose behalf and in whose interests the said transaction is formed, providing that the latter ratifies the transaction and the other party to the transaction does not contradict to such assumption, or that this other party on entering into the transaction was aware or ought to have been aware of the transaction being formed on behalf and in the interests of another person.


2. Where the principal assumes the obligations resulting from a transaction formed in his interests, the rights arising from the said transaction must be likewise transferred to the principal.


3. Where a transaction in the interests of another person is formed by the manager of affairs of that person on his own behalf, the latter shall be liable towards the third persons for obligations resulting from that transaction.  However, this provision shall not affect the exercise of the manager’s and third persons’ rights connected with the person whose affairs were managed.


key: chroma:document
string_value:
Article 6.236. Supposed managing of the affairs of another person

Provisions of this Chapter shall not apply if the management of the affairs of another person is performed by a person believing to be managing his own affairs.

 


CHAPTER XX

UNJUST ENRICHMENT OR RECEPTION OF PROPERTY NOT DUE


key: chroma:document
string_value:
Article 6.237. Obligation to return property not due


1. A person who intentionally or negligently, or in any other manner without any legal grounds acquires something that he could not and ought not to have acquired shall be obliged to return all that to the person on whose account it was acquired, except in cases provided for by this Code.


2. The same obligation shall arise where the grounds upon which the property is acquired become subsequently extinct, except in cases established in Article 6.241 of this Code.


3. The acquired property must be restituted in kind. Where the property has been lost or damaged, its fair value at the time of acquisition, as well as any losses caused by a subsequent change in the value of the property, must be compensated in cash. The acquirer of the property shall be liable towards the aggrieved person for any deterioration or shortage, including that of accidental character, of the property acquired that occurred after the acquirer became aware or should have become aware of the unjust enrichment, or the reception of a thing not due.  Until the moment indicated above, the acquirer of the property shall be liable only for his deeds performed intentionally or in gross negligence.


4. Where a person in good faith sells the property acquired in the manner indicated in paragraph 1 of this Article, he shall be bound to repay only the amount received for the property sold.


key: chroma:document
string_value:
5. The provisions of this Chapter shall likewise apply with respect to the obligations the performance of which is not connected with a transference of property but only with a supply of appropriate services, as well as in cases where the claim is connected with the recovery of a thing from illegal possession, or the restitution of performance resulting from an invalid transaction, or the compensation for damage, or the repayments between the parties to an obligation, or with the supply of services to each other.


key: chroma:document
string_value:
Article 6.238. Right of a supposed debtor to demand the return of a debt unjustly paid

If a person mistakenly believing himself to be the debtor has paid the debt he was not bound to pay, he shall be entitled to demand the return of the paid sum from the person who received the payment. The aforesaid right shall become extinct where in consequence of the payment the person has destroyed the document proving the debt.  In this case, the supposed debtor may claim the paid sum from the actual debtor.

 


Article 6.239. Obligation to return property transferred to a third person gratuitously

Where a person who has received property not due gratuitously transfers it to a third person, the obligation to return such property shall pass on to the third person.


key: chroma:document
string_value:
Article 6.240. Repayments in returning unduly received property


1. A person who has received property without due legal grounds must return it and reimburse any income that he has received or should have received from this property from the time he became aware or should have become aware that the property he received was not due. An interest at the rate of five per cent per annum shall be payable for the sum of money received unduly. This interest shall be calculated from the moment when the person became aware or should have become aware of the reception or saving of the money not due.


2. If the recipient in good faith has accepted property not due by mistake, he shall in turn be entitled to claim reimbursement of the necessary expenses incurred by him in maintaining the unduly received property during the period indicated in paragraph 1 of this Article. Such recipient shall forfeit the right to claim reimbursement of the expenses if the person entitled to recover the property relinquishes that right and leaves the property to the person who has received it unjustifiably.


3. The person who has received property without due legal grounds and who has failed to ensure the maintenance of that property to the extent that a reasonable debtor would have ensured must reimburse for the decrease in the property that occurred after the recipient became aware or ought to have become aware that he was obliged to return the property.


4. Where the nature of the unduly received property is such that it cannot be returned, the value of what was received or performed at the time of the receipt or performance must be reimbursed if the recipient has been enriched, or if he has requested the performance thereof, or if he has consented to a counter-action.


key: chroma:document
string_value:
5. Where a transaction is declared null and void, and the performance cannot be evaluated in monetary terms, or what has been received cannot be returned due to its nature, an action for repayment or compensation may not be satisfied if this would be contrary to the criteria of good faith, reasonableness and justice.


key: chroma:document
string_value:
Article 6.241. Property that cannot be recovered


1. The following property may not be recovered as received unduly:


1) property transferred for the purposes of performance of an obligation prior to the expiry of the time limit allotted for the performance of that obligation unless the source of the obligation provides otherwise;


2) property transferred for the purposes of performance of an obligation after the expiry of the limitation period;


3) property transferred by a person who is aware of the absence of his duty to perform the obligation, or by a person who, even though not bound to perform the obligation, nevertheless makes the performance and where this was in accordance with good morals;


4) amounts unduly paid as compensation for damage resulting from bodily injury or death, as well as salary or wages or equivalent payments, also pensions and maintenance, provided that the recipient has acted in good faith or there has been no accounting error.


2. Where a person, without there being a legal ground to do so, accepts a sum of money that is assigned to a third person who has no right to receive it and delivers this sum to that third person, he shall be released from the obligation to repay the money if he proves that he did not know and ought not to have known that he was under an obligation to repay the money, and that he was unable to deliver that sum of money to the third person who had the right to receive it.


key: chroma:document
string_value:
Article 6.242. Unjust enrichment


1. A person in bad faith who has enriched himself without any legal grounds at the expense of another person must compensate the latter for damages to the extent of the unjust enrichment.


2. A reduction in the enrichment may be taken into consideration and the sum subject to repayment may be reduced accordingly if this reduction results from a cause which cannot be imputed to the unjustly enriched person.


3. Enrichment shall not be considered unjust and achieved in bad faith if it results from such performance of an obligation where the party to the obligation who has suffered loss is unable, through his own fault, to exercise his rights in such a way as to avoid the loss, and the other person has been enriched as a result of actions performed by the impoverished party exclusively in his own interests and at his own risk.

 


CHAPTER XXI

GAMBLING AND WAGERING


key: chroma:document
string_value:
CHAPTER XXI

GAMBLING AND WAGERING

 


Article 6.243. Effects of gambling and wagering


1. No obligations shall arise on the ground of gambling and wagering, except in cases established by laws. Claims relating to gambling and wagering shall not be defended in judiciary proceedings, except in cases established by laws.


2. In the events where games or wagers are prohibited by laws, no action may be brought by the benefited party (winner) claiming the agreed sum to be paid, likewise no recovery of the paid sum may be instituted by the losing party (loser).


3. The losing party (loser) shall have the right to recover what he has paid following the outcome of a game or wager where the loser is a minor or has been subjected to coercion, threat, deception or other unfair acts.


key: chroma:document
string_value:
Article 6.244. Lottery and other games based on risk and chance


1. Lottery or any other games based on risk and chance shall constitute a basis for obligations only if organised and carried out in accordance with the procedure established by laws.  Otherwise, Articles 6.237 and 6.242 of this Code shall apply to the claims arising from lottery and games.


2. Where lottery or other games are organised pursuant to the procedure established by laws, a contract between the organiser and the participant of a lottery or other game shall be considered concluded in the form of either a ticket of the lottery or game, or a receipt, or any other document indicated in the regulations for the organisation of the lottery or any other game. These regulations shall be approved by the organiser of the lottery or the game concerned. The regulations must contain information about the time of the lottery or other game, rules for determining the winner, the amount of the prize and the procedure of its payment. The regulations must be made publicly available.


3. Where the organiser of a lottery or any other game refuses to organise it at the established time, the participants of such lottery or other game shall have the right to claim from the organiser compensation for the actual losses incurred due to the cancellation of the lottery or other game or due to the postponement of the period of time allotted for the organisation of the lottery or other game.


key: chroma:document
string_value:
4. The organiser shall be bound to pay to the persons who are acknowledged as winners in accordance with the regulations of the lottery or other game the winnings in the amount and form (in money or in kind) established by the regulations. The winnings must be paid within the time limit established by the regulations and, where such time limit is not established, it must be paid within one month of determining the results of the lottery or other game. If the organiser of a lottery or other game fails to comply with this obligation, the winner shall have the right to demand from the organiser payment of the winnings and compensation of damages.


key: chroma:document
string_value:
Article 6.245. Concept and types of civil liability


1. Civil liability shall mean a pecuniary obligation one party to which has the right to claim compensation of damages (damage) or demand payment of the penalty (fine, default interest), and the other party is bound to compensate for damages (damage) arising therefrom, or pay the penalty (fine, default interest).


2. Civil liability shall be of two types: contractual liability and non-contractual (delictual) liability. 


3. Contractual liability shall mean a pecuniary obligation resulting from a failure to perform a contract or from its defective performance where one party to the obligation has the right to claim compensation of damages or demand payment of penalty (fine, default interest), and the other party is bound to compensate for damages, or to pay penalty (fine, default interest) caused by the failure to perform the contract, or by a defective performance thereof.


4. Non-contractual (delictual) liability shall mean a pecuniary obligation which is not related to contractual relations, except in cases where it is established by laws that delictual liability also results from damage related to contractual relations.


key: chroma:document
string_value:
5. A creditor, before bringing claims for compensation of damages against a person who, in accordance with laws or the contract, is additionally liable together with another person (subsidiary liability), must bring a claim for damages against the principal debtor.  If the principal debtor refuses to compensate damages or if the creditor does not receive a response to his claim from the debtor within a reasonable time, the creditor may bring a claim for damages against the debtor who is subsidiarily liable.


6. A creditor shall not be entitled to claim damages from the subsidiarily liable debtor where the creditor can satisfy his claim by the set-off of a counter-claim of the principal debtor.  Before compensating damages to the creditor, the subsidiarily liable debtor must accordingly notify the principle debtor. If an action for damages has been brought against the subsidiarily liable debtor, he must also involve the principal debtor to participate in the judicial proceedings. Otherwise, the principal debtor shall be entitled to invoke against the counter-claim of the subsidiary debtor all defences which he would have been entitled to invoke against the creditor.


key: chroma:document
string_value:
Article 6.246. Unlawful actions


1. Civil liability shall arise from non-performance of a duty established by laws or a contract (unlawful omission), or from performance of actions that are prohibited by laws or a contract (unlawful act), or from violation of the general duty to act with care.


2. It may be established by laws that damage must be compensated by a person who has not caused the damage himself but who is liable for the actions of the person who caused the damage (indirect civil liability).


3. Damage caused by lawful actions must be compensated only in cases specified by laws.

 


Article 6.247. Causation

The only damages to be compensated shall be those relating to actions (acts or omissions) giving rise to civil liability of the debtor in such a manner that the damages, taking into account their nature and that of the civil liability, can be imputed to the debtor as a result of his actions (acts or omissions).


key: chroma:document
string_value:
Article 6.248. Fault as a condition for civil liability


1. Civil liability shall arise only upon the existence of the fault of the obligated person, except in cases established by laws or a contract when civil liability arises without fault.  The fault of a debtor shall be presumed, except in cases established by laws.


2. Fault may be expressed by intention or negligence.


3. A person shall be deemed to be at fault where, having regard to the essence of the obligation and other circumstances, he failed to behave with the care and caution necessary under the conditions in question.


4. Where damage has also been caused through the fault of the creditor himself, the damages to be compensated shall be reduced proportionately to the degree of fault of the creditor, or the debtor may be released from civil liability.


key: chroma:document
string_value:
Article 6.249. Damage and damages


1. Damage shall include the loss of or damage to property sustained by a person and the expenses incurred (direct damages) as well as the incomes of which he has been deprived, i.e. the incomes he would have received if unlawful actions had not been committed. Damage expressed in monetary terms shall constitute damages. Where the amount of damages cannot be proved by the party with precision, it shall be determined by the court.


2. If the person who is liable towards another person has derived benefit from his unlawful actions, the benefit received may, upon the demand of the creditor, be attributed to damages.


3. The court may postpone the assessment of damage which has not yet occurred or assess future damage on the basis of the actual probability of its occurrence. In such cases, the court may adjudge either to pay a specific sum of money or to make periodic payments, or it may obligate the debtor to furnish security upon compensation for damage.


4. In addition to the direct damages and the incomes of which a creditor has been deprived, damages shall comprise:


1) reasonable costs to prevent or mitigate damage;


2) reasonable costs incurred in assessing civil liability and damage;


3) reasonable costs incurred in the process of recovering damages within extrajudicial procedure.


5. Damage shall be assessed according to the prices valid on the day when the court judgment was passed unless the law or the nature of the obligation requires the application of prices that were valid on the day the damage arose or on the day when the action was brought.


key: chroma:document
string_value:
6. In the event where one and the same action has created both damage and benefit for the aggrieved person, the benefit received may, without prejudice to the criteria of reasonableness, good faith and justice, be computed into damages to be repaired.


key: chroma:document
string_value:
Article 6.250. Non-pecuniary damage


1. Non-pecuniary damage shall be deemed to be a person’s physical pain, emotional suffering, inconveniences, mental shock, emotional depression, humiliation, deterioration of reputation, diminution of possibilities to associate with others, etc., evaluated by the court in terms of money.


2. Non-pecuniary damage shall be compensated only in cases provided for by laws.  Non-pecuniary damage shall be compensated in all cases where it is incurred due to crime, health impairment or deprivation of life, as well as in other cases provided for by laws. In determining the amount of non-pecuniary damage, the court shall take into consideration the consequences of such damage sustained, the gravity of the fault of the person by whom the damage is caused, his financial status, the amount of pecuniary damage sustained by the aggrieved person, also any other circumstances of importance for the case, likewise to the criteria of good faith, justice and reasonableness.

 


Article 6.251. Compensation of damages in full


1. The damages incurred must be compensated in full, except in cases when limited liability is established by laws or a contract 


2. The court, having considered the nature of liability, the financial status of the parties and their interrelation, may reduce the amount of repairable damages if awarding full compensation would lead to unacceptable and grave consequences. However, the reduction may not be less than the amount for which the debtor has or ought to have covered his civil liability by compulsory insurance.


key: chroma:document
string_value:
Article 6.252. Agreements between the parties upon exclusion or limitation of civil liability


1. An agreement between the parties upon exclusion of civil liability for damages (damage) sustained by the reason of the debtor’s intentional fault or gross negligence, as well as any agreement concerning the limitation of the amount of civil liability for damages sustained by the reasons indicated above shall be null and void. It shall be prohibited to exclude or limit civil liability for impairment of health, deprivation of life or non-pecuniary damage.


2. The mandatory legal rules establishing civil liability, as well as the form or amount thereof, may not be modified by an agreement between the parties.


key: chroma:document
string_value:
Article 6.253. Non-application of civil liability or exemption from it


1. The grounds for non-application of civil liability or for exemption therefrom shall cover the following events which may, in whole or in part, release a person from civil liability: a superior force (force majeure), actions of the State, actions of a third party, actions of the aggrieved party, immediate necessity, indispensable defence and self-defence.


2. ‘Superior force’ means unavoidable events that cannot be controlled or escaped by the debtor, and which were not and could not have been foreseen (Article 6.212 of this Code).


3. ‘Actions of the State’ means binding and unforeseen actions (acts) of public authorities which render the performance of an obligation impossible and which could not be disputed by the parties.


4. ‘Activities of a third person’ means injurious actions (acts or omissions) committed by a person for whom neither the creditor nor the debtor is liable.


5. ‘Actions of the aggrieved person’ means actions committed through the fault of the aggrieved person himself and resulting in the appearance or increase of his damages.  Such actions may be expressed in the form of consent of the aggrieved person to suffer the damage or to assume the risk. This consent of the aggrieved person may be the grounds for exemption from civil liability only under condition that such consent and causing of damage is not contrary to the mandatory legal provisions, public order, good morals, and the criteria of good faith, reasonableness and justice.


key: chroma:document
string_value:
6. ‘Immediate necessity’ means the actions of a person by which he is compelled to cause damage in order to avert danger to himself, to other persons or to their rights, as well as to the interests of the society or the State by avoiding imminent occurrence of greater damage to the person who has already sustained damage or to any other person, providing that causing the damage in the concrete circumstances was the only way of avoiding greater damage. The court, taking into consideration the circumstances of the case and acting in accordance with the principles of good faith and justice, may obligate the damage to be compensated by the person in whose interests the injurious act was committed.


7. ‘Indispensable defence’ means the actions undertaken by a person with the purpose of defending himself or another person, property, inviolability of dwelling, other rights, interests of the society or the State against an initiated or imminent and direct unlawful dangerous assault, providing that such actions do not exceed the limits of indispensable defence.


8. ‘Self-defence’ means the actions of a person by which he lawfully enforces his right in the instances where competent authorities fail to provide timely assistance and where, in the absence of self-defence measures, the implementation of that right would be rendered impossible or essentially obstructed. However, a person who employs self-defence unlawfully or without due cause must compensate the damage caused.  


9. Other grounds for exemption from civil liability or for the non-application thereof may be established by laws or agreements between the parties.


key: chroma:document
string_value:
Article 6.254. Civil liability insurance


1. In the instances provided for by laws or a contract, civil liability may be insured by concluding a contract of insurance against civil liability. Relationships connected with civil liability insurance shall be regulated by this Code and other laws.


2. Where the insurance benefit due to the insured person is not sufficient for the compensation of damage in whole, the difference between the insurance benefit and actual amount of damage shall be redressed by the insured person liable for the damage caused.

 


Article 6.255. Preventive action


1. The grounds for bringing a preventive action shall be the emergence of real danger that damage may be inflicted in the future.  Preventive action shall be deemed to be the action intended to prohibit the exercise of actions likely to create real danger of the infliction of damage in the future.


2. Where the damage results from the operation of an undertaking or installation, or from any other economic or non-economic activities, and there is a real danger for a repeated arising of damage resulting from the same sources, the court may, upon the request of the plaintiff, charge the defendant with the obligation to suspend or terminate the activities indicated above. The court may refuse to satisfy the request upon the suspension or termination of such activities in the instances where the suspension or termination thereof would be contrary to public order.


3. The refusal of the court to satisfy the preventive action shall not exclude the right to claim compensation of damage caused by the activities upon termination or suspension of which the preventive action is dismissed.

 


SECTION TWO

CONTRACTUAL LIABILITY


key: chroma:document
string_value:
SECTION TWO

CONTRACTUAL LIABILITY

 


Article 6.256. Grounds for arising of contractual liability


1. Every person must perform his contractual obligations in a proper and timely manner.


2. Where a person fails to perform his contractual obligation or performs it defectively, he must pay compensation for damages caused to the other contracting party, and/or a penalty (fine, default interest).


3. Where the performance of a contract falls within professional activity of one of the parties, the party concerned must also perform the contract in accordance with the requirements applicable to that professional activity.


4. In the event of failure to perform or defective performance of a contractual obligation by an undertaking/trader, the undertaking/trader shall be liable in all cases if it/he fails to prove that the failure to perform or defective performance has resulted from a superior force unless otherwise provided for by laws or the contract. 

 


Article 6.257. Liability for actions of third persons

A debtor who engages the services of third persons in performance of his obligation shall be liable towards the creditor where non-performance of the obligation or defective performance thereof results from the fault of the third persons concerned unless the law or the contract provides for the liability of the direct executor.


key: chroma:document
string_value:
Article 6.258. Penalty and damages


1. It may be provided for by laws or a contract that the party liable for failure to perform an obligation or defective performance thereof must pay a penalty (fine, default interest).


2. Where penalty is established, the creditor may not concurrently demand from the debtor the performance of the principal obligation and the payment of the sum stipulated in the penal clause (the penalty), except in the cases where the time limit for performance of the obligation is delayed by the debtor.  An agreement between the parties providing for any other stipulation shall be null and void. In the event of a claim for compensation of damages, the penalty shall be included in the damages.


3. The sum stipulated as a penalty (fine, default interest) may be reduced by the court if it is unreasonably excessive, or if the creditor has benefited from the partial performance of the obligation. However, this sum may not be reduced below the damages payable for the non-performance of the obligation or defective performance thereof. Penalty shall not be reduced once it has been paid.


4. The non-performing party (undertaking or trader) shall be liable only for the damages which he foresaw or could reasonably have foreseen at the time of the conclusion of the contract as being likely to result from the non-performance of obligation.


5. Where the party dissolves the contract on the grounds that the other party has violated it and and concludes, within a reasonable period of time, a contract replacing the dissolved contract, it shall be entitled to claim compensation from the party that has violated the contract for the difference in price and other subsequent losses.


key: chroma:document
string_value:
6. Damages shall be calculated either in the currency in which the monetary obligation was expressed or in the currency in which the loss was suffered, whichever is more appropriate to the parties according to the circumstances of the case.


7. Unless otherwise provided for in the contract, interest on the damages for non-performance of an obligation shall be calculated from the moment of the non-performance.


8. The provisions of this Article shall not apply where this Code provides for other rules in respect to individual types of contracts.


key: chroma:document
string_value:
Article 6.259. Fault of the creditor


1. In the event of the non-performance of an obligation or defective performance thereof due to the fault of both parties, the liability of the debtor may be correspondingly reduced or the debtor may be fully relieved from liability.


2. The rule established in paragraph 1 of this Article shall also apply in the cases where the creditor, through his intentional fault or negligence, contributes to the failure in the performance of the obligation or to the increase of damages caused by its defective performance, likewise where the creditor, through his intentional fault or negligence, has failed to take measures to reduce the damages.


3. The rules established in this Article shall correspondingly apply in the cases where the liability of the debtor for the non-performance of the obligation or for its defective performance arises in accordance with laws or the contract irrespective of the existence of his fault.


key: chroma:document
string_value:
Article 6.260. Effects of a debtor’s default by the delay in performance of an obligation


1. A debtor shall be deemed to have delayed performance of an obligation where he fails to perform it within the time limit established for the performance of the obligation.


2. The debtor who has delayed performance of the obligation shall be liable towards the creditor for the damages caused by the delay in performance, as well as for the impossibility to perform the obligation which accidentally results from the delay.


3. The creditor shall have the right to refuse performance offered to him after the delay therein and may claim for damages caused by the delay in performance where the debtor’s default by delay in performance results in the creditor’s loss of interest in that performance.  


4. The debtor shall not be considered to be delayed in the performance as long as the obligation cannot be performed as a consequence of delay in the performance made by the creditor himself.

 


Article 6.261. Effects of a debtor’s default by delay in the performance of a monetary obligation

The debtor delayed in the performance of a monetary obligation must pay interest resulting from the contract or law, which is considered to be minimal damages.  In addition, where the creditor proves any other damages, he shall be entitled to the compensation thereof.


key: chroma:document
string_value:
Article 6.262. Effects of a creditor’s default by delay in the performance of an obligation


1. A creditor shall be considered to be delayed in performance if he refuses to accept the proper performance proposed by a debtor, or fails to perform the actions until the performance of which the debtor could not perform his obligations.


2. Where the creditor is delayed in performance, the debtor shall acquire the right to be compensated for damages caused by the delay unless the creditor proves that the time limit which has been set for the performance lapsed without the obligation having been performed not through the fault of the creditor himself nor through the fault of the persons obligated by laws or authorised by the creditor to accept the performance.


3. With regard to monetary obligations, the debtor shall not be obliged to pay interest (penalty) for the period of the creditor’s delay.

 


SECTION THREE

NON-CONTRACTUAL (DELICTUAL) LIABILITY

 


Article 6.263. Obligation to compensate for damage caused


1. Every person shall have the duty to abide by the rules of conduct so as not to cause damage to another person by his actions (act or omission).


2. Any damage caused to a person or property and, in the cases established by the law, non-pecuniary damage must be fully compensated by the liable person.


3. In cases provided for by law, a person must compensate for the damage caused by the actions of another person or the damage caused by the things in his custody.


key: chroma:document
string_value:
Article 6.264. Liability of an employer for damage caused by the fault of his employees


1. An employer must compensate for damage caused by the fault of his employees in the performance of their service (official) duties.


2. For the purposes of this Article, employees shall be considered to be persons carrying out work on the basis of an employment contract or a civil contract and acting on the instructions or under the control of the legal or natural person concerned.


3. Where, in cases established by laws, the employer and the employee are solidarily liable for damages, the employee shall be liable towards the employer exclusively in the event of intention or negligence on the part of the employee.

 


Article 6.265. Liability for damage caused by others


1. Where damage is caused by a person, who is not an employee, acting on the instructions of another person who is not his employer, it must be compensated solidarily by both persons concerned.


2. A represented person and the representative executing his mandate shall be solidarily liable for the damage caused by the latter.


key: chroma:document
string_value:
Article 6.266. Liability of the owner/possessor of construction works


1. If damage has been caused by the collapse of buildings, construction works, installations or other constructions, including roads, or by other defects therein, the owner/possessor of the indicated objects must compensate for the damage unless he proves the occurrence of the circumstances indicated in paragraph 1 of Article 6.270 of this Code.


2. It shall be presumed that the owner/possessor of buildings, construction works, installations or other constructions is the person indicated in the public register as their owner/possessor.

 


Article 6.267. Liability for damage caused by animals


1. Damage caused either by domestic animals or wild animals that are in a person’s custody must be compensated by their owner/possessor unless he proves the occurrence of the circumstances indicated in paragraph 1 of Article 6.270 of this Code.  The person shall also be liable for the damage caused by animals that have escaped from him.


2. Damage caused by wild animals shall be compensated in accordance with the procedure established by laws.


key: chroma:document
string_value:
Article 6.268. Liability for damage caused by a natural person incapable of understanding the meaning of his actions


1. A legally capable natural person who has inflicted damage being in such a state where he was incapable of understanding or controlling his actions shall not be liable for the damage caused.  However, the person shall not be exempted from liability if has brought himself into that state by the use of alcoholic drinks, narcotic or psychotropic substances, or in any other way.


2. In the event where damage has been caused to the health or life of a person, the court, having regard to the financial situation of the aggrieved person and the person who caused the damage, the criteria of good faith and reasonableness and other circumstances relevant to the case, may award compensation for the damage in whole or in part from the person who caused the damage.


3. The damage caused by a person declared to be of limited legal capacity in a certain area by reason of a mental or behavioural disorder shall be compensated under the ordinary procedure established for the compensation of damage.


4. Where damage has been caused by a person who by reason of his mental or behavioural disorder was incapable of understanding or controlling his actions, the court may obligate the person’s spouse who resides with him, his parents, or his children of full age to compensate for the damage, provided that they were aware of the mental state of the person concerned but failed to take any steps to have him declared to be of limited legal capacity in a certain area.


key: chroma:document
string_value:
Article 6.269. Damage caused by a person in indispensable defence or self-defence


1. A person who causes damage in legitimate exercise of self-defence or in defence of another person shall not be liable for damage suffered by the assailant.


2. In the event indicated in paragraph 1 of this Article, the aggrieved person may claim compensation for the damage from the person against whose unlawful actions defence was used, i. e. from the assailant.


key: chroma:document
string_value:
Article 6.270. Liability for damage caused by sources of increased danger


1. A person whose activities involve increased danger to the surrounding persons (operation of motor vehicles, machinery, use of electrical or nuclear energy, explosive or toxic substances, construction activities, etc.) must compensate for damage caused by the sources of increased danger, unless he proves that the damage was caused by superior force or by intent or gross negligence on the part of the aggrieved person.


2. The defendant under this Article shall be the possessor of the source of increased danger, i.e. the person who operates the source by the right of ownership or trust or on any other legitimate grounds (loan for use, lease, or any other contract, power of attorney, etc.).


3. The possessor of the source of increased danger shall not be liable for the damage caused if he proves that he has lost the ability to operate the source as a result of unlawful actions of other persons. In such event, the person or persons who unlawfully took possession of the source of increased danger shall be liable for the damage caused. Where the loss of operation of the source of increased danger results also from the fault of the possessor, the latter and the person who unlawfully took possession of the source of increased danger shall be solidarily liable for the damage. Upon having compensated for the damage, the possessor shall acquire the right of recourse for the recovery of sums paid against the person who unlawfully took possession of the source of increased danger.


key: chroma:document
string_value:
4. In the event where damage was caused to a third person by the interaction of several source of increased danger, the possessors of the sources concerned shall be solidarily liable for the damage caused.


5. The damage incurred by the possessors of sources of increased danger as a result of the interaction between the sources shall be compensated in accordance with the general provisions.


key: chroma:document
string_value:
Article 6.271. Liability for damage caused by unlawful actions of public authorities


1. Damage caused by unlawful acts of state-level authorities must be compensated by the State from the state budget, irrespective of the fault of a concrete civil servant or other employee of the state-level authority. Damage caused by unlawful acts of municipal-level authorities must be compensated by the municipality from its own budget, irrespective of the fault of its employees.


2. For the purposes of this Article, the term ‘authorities’ shall mean any entity of public law (state or municipal institution, official, civil servant or any other employee of these authorities, etc.), as well as a private person performing the functions of a public authority.


3. For the purposes of this Article, the term ‘act’ shall mean any action (action or omission) of a public authority or its employees which directly affects the rights, freedoms and interests of persons (legal acts or individual acts, administrative acts, physical acts, etc. adopted by state or municipal institutions, with the exception of court judgments – verdicts in criminal cases, decisions in civil and administrative cases and orders).


4. Civil liability of the State or a municipality under this Article shall arise where employees of public authorities fail to act in the manner prescribed by laws for these institutions and their employees.


key: chroma:document
string_value:
Article 6.272. Liability for damage caused by unlawful actions of pre-trial investigation officers, prosecutors, judges and the court


1. Damage resulting from unlawful conviction, or unlawful application of a pre-trial detention measure, as well as from unlawful detention, or unlawful use of procedural coercive measures, or unlawful imposition of an administrative penalty in the form of arrest shall be compensated by the State in full, irrespective of the fault of pre-trial investigation officers, officers of the prosecutor’s office or the court.


2. Damage resulting from unlawful actions of a judge or a court in civil proceedings shall be compensated by the State in full where the damage is caused by the fault of the judge or any other officer of the court.


3. In addition to pecuniary damage, non-pecuniary damage shall also be compensated.


4. Where the damage arises from intentional actions of pre-trial investigation officers, officers of the prosecutor’s office or the court or judges, the State, after the damage has been compensated, shall acquire the right of recourse against the officers concerned for recovery, within the procedure established by laws, of the sums in the amount provided for by laws.


key: chroma:document
string_value:
Article 6.273. Defendants in respect of the obligation of the State or municipality to compensate for damage


1. In cases concerning compensation for damage where the damage must be compensated by the State, the State shall be represented by the Government or an institution authorised by the Government.


2. In cases concerning compensation for damage where the damage must be compensated by a municipality, the municipality shall be represented by the municipal institution through the fault of which the damage has occurred.

 


Article 6.274. Liability for damage caused by immediate necessity

The court may, having regard to the circumstances in which the damage was caused, likewise other circumstances indicated in paragraph 6 of Article 6.253 of this Code, obligate the person in whose interests the person who caused the damage acted to redress the damage caused by immediate necessity.

 


Article 6.275. Liability for damage caused by minors under fourteen years of age


1. Parents or guardians of a minor under fourteen years of age shall be liable for damage caused by such a minor unless they prove that the damage was caused not through their fault.


2. An educational, training or health care institution, as well as a guardianship/curatorship institution shall be liable for damage caused by a minor under fourteen years of age under their supervision unless they prove that the damage was caused not through their fault.


key: chroma:document
string_value:
Article 6.276. Liability for damage caused by a minor between fourteen and eighteen years of age


1. Liability for damage caused by a minor between fourteen and eighteen years of age shall arise on the general grounds.


2. In cases where a minor between fourteen and eighteen years of age has no sufficient property or earnings to compensate for the damage caused by him, the respective part of the damage must be compensated by his parents or curator unless they prove that the damage was caused not through their fault. The same legal effects shall occur where a minor between fourteen and eighteen years of age was under the supervision of an educational, training or health care institution, or a guardianship/curatorship institution at the time when the damage was caused.  


3. The obligation of the persons indicated in paragraph 2 of this Article to compensate for the damage shall terminate when the person who caused the damage attains the age of majority or when he, before attaining majority, acquires the property or earnings sufficient for the compensation of damage.

 


Article 6.277. Civil liability of parents with restricted parental authority for damage caused by their minor children

Parents whose parental authority has been restricted due to their fault shall be liable for damage caused by their minor children on general grounds where the actions of their minor children result from the improper exercise of their parental authority, except in cases when a guardian or curator is appointed to the minor.


key: chroma:document
string_value:
Article 6.278. Liability for damage caused by a natural person declared legally incapable in a certain area


1. Where damage is caused by a natural person declared legally incapable in a certain area, compensation shall be due from the latter’s guardian or an institution charged with the custody of the person unless they prove that the damage was caused not through their fault.


2. The obligation of the guardian or a relevant institution to compensate for damage shall not terminate even if the person who caused the damage is declared legally capable after the injurious act was committed.


3. Where the guardian dies or has no sufficient funds to compensate for the damage caused to the health or life of a person, while the person who has caused the damage has sufficient funds, the court may, taking into consideration the financial situation of both the person who is legally incapable in a certain area and the aggrieved person, as well as other circumstances relevant to the case, order recovery from the property of the person legally incapable in a certain area.


key: chroma:document
string_value:
Article 6.279. Liability for damage caused jointly by several persons


1. Where several persons jointly take part in causing damage, they shall be solidarily liable for compensation thereof.


2. In determining the reciprocal claims of solidarily liable persons, the different degree of gravity of their respective fault shall be taken into consideration, except in cases when it is otherwise provided for by laws.


3. The aggrieved person may not claim more from all the liable persons than he could claim if only one person were liable.


4. Where damage may have resulted from different actions performed by several persons and they are liable for compensation, but it is established that the damage actually resulted from actions of only one of those persons, the obligation to compensate for the damage shall rest upon all these persons jointly unless the other persons prove that the damage could not have resulted from the event (actions) for which they are responsible.


key: chroma:document
string_value:
Article 6.280. Right of recourse against the person who caused damage


1. A person who has compensated for the damage caused by another person shall have the right of recourse (the right of counter-claim) against the person by whom the damage was caused in the amount equal to the paid compensation unless a different amount is established by the law.


2. The person who has compensated for the damage caused by several persons jointly shall have the right of recourse against each of them in proportion to the degree of gravity of their fault.   Where it is impossible to determine the degree of gravity of the fault of each of them, the portions of damage under compensation attributable to each of them shall be considered to be equal.


3. Parents, guardians or curators, likewise the institutions indicated in Articles 6.275, 6.276 and 6.278 of this Code shall not have the right of recourse against a minor or a natural person declared legally incapable in a certain area after having compensated for the damage caused by them.

 


Article 6.281. Method and amount of compensation for damage


1. When awarding compensation for damage, the court shall, taking into consideration the circumstances of the case, obligate the person liable for causing the damage to compensate for it in kind (to deliver a thing equivalent in kind and quality, to repair the damaged thing, etc.) or to fully compensate for the damage caused.


2. Where the court judgment on the compensation for damage in kind is not executed within a reasonable time, the creditor shall have the right to demand compensation in cash.


key: chroma:document
string_value:
Article 6.282. Assessment of damage in the light of the degree of the aggrieved person’s fault and the financial situation of the person who caused the damage


1. If the aggrieved person’s gross negligence contributed to causing or increasing damage, depending on the degree of the aggrieved person’s fault (and on the degree of the fault of the person by whom the damage was caused, in the event of the existence of such fault), compensation for damage may be reduced or the claim for damages may be dismissed unless otherwise provided for by laws.


2. The fault of the aggrieved person shall not be taken into consideration in recovering compensation for the damage caused by the death of the breadwinner and in compensating the costs of funeral expenses.


3. The court may, taking in consideration the serious financial situation of the person who caused the damage, reduce the amount of the reparable damage, except in cases when the damage was caused intentionally.


key: chroma:document
string_value:
Article 6.283. Compensation for damage caused to another person’s health


1. Where the damage sustained by a natural person is bodily harm, i.e. he is mutilated or his health is impaired in any other way, the person liable for the damage caused shall be bound to compensate the aggrieved person for all his damages suffered, including non-pecuniary damage.


2. Damages in cases referred to in paragraph 1 of this Article shall be composed of the incomes the aggrieved person would have received had he not sustained the bodily harm, expenses related to the rehabilitation of health (costs of medical treatment, additional nourishment, purchase of medication, prosthetics, care of the injured person, acquisition of special means of transport, retraining of the injured person and other costs necessary for the rehabilitation of health).


3. If the health of the aggrieved person deteriorated after the judgment on the compensation for damages was passed, he shall have the right to bring an action for compensation of additional expenses, except in the cases when the damage was compensated in the form of a definite lump sum.


4. This Article shall apply to the extent that the aggrieved person is not covered by social insurance against accidents at work within the procedure established by laws.


key: chroma:document
string_value:
Article 6.284. Liability for damage caused by fatal injury


1. In the event of death of a natural person, the right to compensation for damage caused by the latter’s death shall be acquired by the persons who were under his maintenance or at the time of his death were entitled to be maintained by him (minor children, spouses, parents incapacitated for work, or other factual dependants incapacitated for work), likewise the children of the deceased born after his death.   These persons shall also have the right to compensation for non-pecuniary damage.


2. Persons who have the right to compensation for damage caused by the death of their breadwinner shall be compensated for that part of the deceased person’s income which they received or were entitled to receive when the deceased person was alive.


3. The amount of the damage to be compensated may not be changed, except in cases when a child is born after the death of the breadwinner.


4. This Article shall apply only in cases where the aggrieved person is not insured by social insurance against accidents at work in accordance with the procedure established by laws.


key: chroma:document
string_value:
Article 6.285. Compensation for damage caused to the health of a natural person under fourteen years of age


1. In the event of mutilation or other impairment of health of a natural person under fourteen years of age who has no independent income, the person liable for the damage caused shall be obliged to compensate for the expenses connected with the impairment of health of the aggrieved person and for non-pecuniary damage.


2. Upon the attainment of the age of fourteen years by the aggrieved person, the person liable for the damage caused must also compensate such person for the damage connected with the loss or reduction of his capacity for work, taking into consideration the skills which the minor had prior to the injury, as well as the financial situation of his parents and that of the person by whom the damage was caused, likewise any other circumstances relevant to the case.


3. If at the time of the impairment to his health the natural person under fourteen years of age had independent income, he must be compensated for the damage in the amount equal to his independent income lost due to the impairment to his health.


key: chroma:document
string_value:
Article 6.286. Change of the amount of compensation upon the demand of the aggrieved person subsequent to a change of his capacity for work

An aggrieved person who has partially lost his capacity for work shall have the right at any time to demand from the person liable for the damage a corresponding increase of the compensation for the damage sustained if his capacity for work has decreased thereafter in connection with the impairment to health in comparison with that which remained at the time when the compensation was awarded, except in cases when the compensation for damage was awarded in the form of a definite lump sum.

 


Article 6.287. Change of the amount of compensation upon the demand of the persons ordered to pay compensation for damage

The person ordered to pay compensation for damage caused by mutilation or other impairment of the health of another person shall have the right to demand a corresponding reduction of the compensation if the capacity for work of the aggrieved person has increased in comparison with the remaining capacity for work he had at the time when the compensation was awarded, except in cases when the compensation for damage was awarded in the form of a definite lump sum.


key: chroma:document
string_value:
Article 6.288. Payment of the compensation for damage


1. Damage shall be compensated from the day when it was caused; if the damage occurred later, it shall be compensated from the day of its occurrence.


2. Where the persons who have the right to compensation for damage apply for such compensation after a lapse of three years from the day when the damage was caused, the compensation shall be paid from the day it was applied for. 


3. Damage related to mutilation or any other impairment of health of the aggrieved person, as well as fatal damage shall be compensated by periodic payments or a lump sum payment of the full amount of the damage.  Where the damage is compensated by periodic payments, these payments shall be indexed in accordance with the procedure established by laws.


key: chroma:document
string_value:
Article 6.289. Compensation for damage after the termination of a legal person or after the death of a natural person obliged to compensate for the damage


1. After the reorganisation of a legal person obliged to compensate for the damage which has caused impairment of health of a natural person or loss of his life, claims for damages shall be brought against the successor to the rights of the legal person. After the liquidation of a state or municipal enterprise or agency, the obligation to compensate for the damage shall be transferred to the State or the municipality. In the event of death of the natural person obliged to compensate for the damage, claims for damages shall be brought against the heirs of the deceased. The latter shall satisfy such claims in accordance with the rules established in Book Five of this Code.


2. Where a legal person obliged to compensate for the damage resulting from the injury to a natural person’s health or from a natural person’s death is liquidated, the respective sums for compensation of damage shall be capitalised by an immediate recovery of a definite lump sum in accordance with the procedure established by laws, or by concluding a contract of insurance.


key: chroma:document
string_value:
Article 6.290. Imputation of social insurance payments


1. Payments of social insurance awarded in cases of impairment of health or death shall be included into the amount of the repairable damage.


2. Payments of voluntary insurance shall not be included into the amount of the repairable damage.


3. Institutions of social insurance which have paid insurance payments shall acquire the right of recourse against the person who caused the damage, except in the cases where insurance contributions on behalf of the aggrieved person were paid by the same person who caused the damage.

 


Article 6.291. Compensation of funeral expenses


1. In the event of death of the aggrieved person, the person liable for the damage which is related to the death shall be obliged to compensate the expenses for the funeral to the person who incurred those expenses. Only such funeral expenses that conform to the criterion of reasonableness shall be subject to compensation.


2. Funeral allowance payable in the cases established by laws shall be included into the funeral expenses.

 


SECTION FOUR

LIABILITY FOR DAMAGE CAUSED BY DEFECTIVE PRODUCTS OR DEFECTIVE SERVICES


key: chroma:document
string_value:
SECTION FOUR

LIABILITY FOR DAMAGE CAUSED BY DEFECTIVE PRODUCTS OR DEFECTIVE SERVICES

 


Article 6.292. Liability of a producer and a supplier of services


1. A producer or a supplier of services must compensate for damage caused by defective products or defective services.


2. A producer shall mean the manufacturer of a finished product, a component part of a product or of raw materials, the supplier of services or any other person who by marking the product/services with his name, trade mark or any other distinctive sign indicates himself as a manufacturer/supplier of services.


3. Any person who in effectuation of his commercial activity imports into the territory of the states of the European Economic Area a defective product with the aim of selling, leasing or distributing it in any other way shall be held liable as a producer.


4. In the event where it is impossible to identify the producer of a product, any person involved in the sale of the product shall be regarded as producer unless he informs the aggrieved person within a reasonable period of time of the producer or the supplier of the product.  This rule shall also apply in cases where a product has been imported without the indication of the importer, although the producer of the imported product is known.


5. The provisions of this Section shall apply only where the products/services are purchased for the purposes of consumption but not for commercial purposes.


key: chroma:document
string_value:
Article 6.293. Concept of a product and services


1. For the purposes of this Section, the term ‘product’ shall mean any movable thing (property), including primary agricultural products and game/poultry, as well as a movable thing (property) incorporated into another movable or immovable thing.  Electricity shall also be regarded as a product.


2. For the purposes of this Section, the term ‘service’ shall mean any activity by which a concrete material or non-material need of a consumer is being satisfied, with the exception of health care services, legal services, education services, heating, gas and water supply, waste water disposal and transport services.

 


Article 6.294. Concept of defectiveness


1. A product/service shall be considered defective if it does not conform to the safety requirements which a consumer can reasonably expect. Whether a product/services is defective or not shall be determined on the basis of the following criteria:


1) the indicated characteristics (advertisement) of a product/services;


2) whether a product/services may be used for the intended purpose;


3) the time when a product/services was/were put into circulation;


4) defects of the construction or composition of a product/services, or any other defects thereof;


5) other circumstances.


2. A product may not be considered to be of defective quality for the sole reason that a better product has subsequently been put into circulation.


key: chroma:document
string_value:
Article 6.295. Conditions of liability 

Damage shall be compensated if the aggrieved person proves the occurrence of damage, existence of defects in the product/service and the causal link between the defects and the damages.

 


Article 6.296. Solidary liability  

Where damage results from the actions performed by several persons (e.g., those of the producer of a defective product and a person who incorporates the defective product into another product), these persons shall be held solidarily liable.

 


Article 6.297. Fault of an aggrieved person

In the event where the aggrieved person himself or the person who has the right to claim damages contribute through their fault to causing or increasing the damage, the amount of damage subject to compensation may be reduced or the recovery of the damage may be excluded at all, taking into account all the circumstances of the case.


key: chroma:document
string_value:
Article 6.298. Exemption from liability


1. The producer shall be exempted from liability if he proves that:


1) the product was not put into circulation by him;


2) taking into consideration the circumstances, there are grounds to presume that the product was not defective at the time when it was put into circulation, or that its quality deteriorated later;


3) the product was manufactured not for the purposes of sale, lease or for any other form of commercial distribution, nor it was manufactured or distributed in the course of the producer’s business activities;


4) the defect of quality of the product resulted from the observance of mandatory rules established by the corresponding state institutions;


5) at the time of putting the product into circulation, the level of scientific and technical knowledge was not sufficient to identify the defect of quality;


6) the product manufactured by him was incorporated into another product and the damage occurred because of the construction of the other product, or because of the instructions for use provided by the producer of the whole product.


2. The liability of the producer shall not be reduced if the damage was caused by both the defectiveness of the product and by an act or omission of a third person. 


3. The liability of the producer may be reduced or he may be exempted from liability if, taking into account all the circumstances, damage was caused by both the defectiveness of the product and the fault of the aggrieved person or that of another person for whom the aggrieved person is responsible.


key: chroma:document
string_value:
4.  Laws may lay down conditions for the exemption of a service supplier from liability other than those laid down in paragraph 1 of this Article.


key: chroma:document
string_value:
Article 6.299. Damage subject to compensation


1. For the purposes of this Section, the term ‘damage’ shall mean:


1) damage resulting from loss of life or health impairment, including non-pecuniary damage;


2) damage caused to the aggrieved person’s property which was intended and normally used to satisfy personal needs, with the exception of the defective product itself, where the amount of the damage is not less than five hundred euros. This sum shall not apply when damage is caused by defective services.


2. The provisions of this Section shall not apply to compensation for nuclear damage.

 


Article 6.300. Limitation period


1. Actions for compensation of damages (damage) caused by the use of defective products/services may be brought within three years from the date on which the aggrieved person became aware or should have become aware of the damage caused to him, the defect and the identity of the producer.


2. The right to bring an action referred to in paragraph 1 of this Article shall be extinguished by the lapse of ten years from the day on which the defective product that caused the damage was put into circulation by the producer.

 


SECTION FIVE

COMPENSATION FOR DAMAGE RESULTING FROM MISLEADING ADVERTISING


key: chroma:document
string_value:
Article 6.301. Concept of misleading advertising


1. For the purposes of this Section, ‘misleading advertising’ shall mean any information related to economic and commercial, financial or professional activities which is promulgated in any form and by any means of conveyance with the aim to promote the sales/supply of goods or services, including the sales/supply of immovable property, rights and obligations, where such information in any way, including the manner of its presentation, deceives or is likely to deceive the persons to whom it is addressed or whom it reaches, and which causes damage by reason of its deceptive nature.


2. In determining whether the advertising which has caused damage is misleading, account shall be taken of its truthfulness, comprehensiveness and the criteria of its presentation:


1) the statements presented in advertising are incorrect if the advertiser cannot prove their truthfulness at the moment of their announcement. Whether there is sufficient evidence to prove the truthfulness of the statements shall be decided on a case-by-case basis taking into consideration concrete circumstances of the case. Testimony of persons whose activities are not related to the promulgated information shall not be considered sufficient evidence to prove the truthfulness of that information;


2) information communicated in an advertisement is not comprehensive if a certain element of information is omitted which, taking into account other information presented in that advertisement, is necessary in order to avoid deception of the consumers of advertising;


3) the advertising is presented in such a manner and form which enables its consumers to perceive an inferred misleading proposition in that advertisement;


key: chroma:document
string_value:
3) the advertising is presented in such a manner and form which enables its consumers to perceive an inferred misleading proposition in that advertisement;


4) taking into account the manner and form of advertising, the consumers of advertising conclude that the communicated information is truthful and comprehensive and make such decisions which can be expected in the relevant circumstances from ordinary consumers of advertising.


3. In determining whether advertising is misleading, account must be taken of the information it contains concerning:   


1) the advertiser or another person, their activity, registered office, trade name, trade mark or service mark, copyright or related rights, patents, licences, etc.;


2) the goods and services: their origin or the place of production, identity, experience or qualification of the producer or supplier of services, date and method of manufacture, purpose, quantity, composition, energy value, uses, fitness for designation and suitability for consumption/use, date, place and method of tests or checks carried out on the goods or services, ways of consumption/use, compliance of goods/services with the established standard, certification, official acknowledgement and awards at fairs and exhibitions, bonuses, gifts or prizes awarded for the goods or services purchased; likewise the use of scientific or professional terms, technical or statistical data of experiments, etc.;


3) the conditions of purchase and consumption/use of goods/services: the price or the manner in which the price is calculated, terms of payment, guarantees, terms of delivery, change, repair, maintenance or return, the volume of sale and supply, the reason or purpose of a special offer, etc.;


4) comparison of goods and services with other goods or services.


key: chroma:document
string_value:
Article 6.302. Subject of liability


1. Damage resulting from misleading advertising shall give rise to liability on the part of advertiser, producer, intermediary or publisher of advertising.


2. The advertiser shall be liable unless he proves that the damage has been caused not through his fault.


3. The producer, intermediary or publisher of advertising shall be liable for damage resulting from misleading advertising only if they were aware or ought to have been aware that the advertising was misleading or that consumers were misled as to their actions in producing and publishing the advertisement, or if the producer, intermediary or publisher of advertising fail to prove the identity of the advertiser (producer).

 


Article 6.303. Conditions of liability

Persons indicated in Article 6.302 of this Code shall be liable for damage resulting from misleading advertising unless they prove that the published information corresponds to reality, and that there is no fault of theirs in relation to the content or presentation of the information and the occurrence of damage.

 


Article 6.304. Prohibition and refutation of misleading advertising

Upon the request of the persons concerned, the court hearing the case on the compensation for damage may order prohibition of further publication of misleading advertising or the prohibition of misleading advertising which has been prepared but not yet published; the court may likewise order to publish an adequate refutation of the misleading advertising.

 


PART IV

NOMINATE CONTRACTS

 


CHAPTER XXIII

PURCHASE AND SALE

 


SECTION ONE

GENERAL PROVISIONS


key: chroma:document
string_value:
CHAPTER XXIII

PURCHASE AND SALE

 


SECTION ONE

GENERAL PROVISIONS

 


Article 6.305. Concept of a sales contract


1. A sales contract shall be a contract by which one party (the seller) undertakes to transfer ownership or trust of the thing/goods to another party (the buyer) and the latter undertakes to accept the thing/goods in exchange for a fixed amount of consideration (price). 


2. The provisions of this Chapter shall also apply to the purchase and sale of securities and currency unless other laws establish special rules for the purchase and sale thereof.


3. Specific features of the purchase and sale of things (goods) of certain types may be established by relevant laws. 


4. The provisions of this Chapter shall apply to the purchase and sale of property rights to the extent this is in conformity with the origin and essence of the said rights.


key: chroma:document
string_value:
Article 6.306. Subject matter of a sales contract


1. The things which form the subject matter of a sales contract may be either existing things, owned or possessed by the seller, or things to be manufactured or acquired by the seller in future, securities and other things or property rights.


2. Yield, crop and other future things may also form the subject matter of a sales contract.


3. The subject matter of a sales contract may be characterised both by individual characteristics and by its type.


4. The term of a sales contract regarding the subject matter of the contract shall be deemed to have been agreed if the content of the contract makes it possible to determine the name and quantity of the thing/goods.

 


Article 6.307. Sale of the thing of another’s


1. A sales contract under which the thing is sold by a person other than the owner or than a person charged with its sale or authorised to sell it by the owner or entitled under law to sell it may be declared null and void on the basis of an action filed by the owner, possessor or buyer of the thing.


2. Such sales contract shall not be null and void if the seller becomes the owner of the thing sold during the performance of the contract.


3. Where the contract is declared null and void on the ground provided for in paragraph 1 of this Article, the thing shall be returned to the owner, except in the cases provided in Article 4.96 of this Code.


key: chroma:document
string_value:
Article 6.308. Prohibition to buy or sell a thing


1. A person charged with the sale of a thing of another person shall not have the right to purchase the thing either directly or through intermediaries, save for the exceptions established by laws. This prohibition shall also apply to a person charged with administration of the property of another person in accordance with the provisions of Book Four of this Code.


2. The person charged with administration of the property of another person may not sell his own property for a price paid out of the property which he administers.


3. Persons specified in paragraphs 1 and 2 of this Article shall not have the right to apply for the annulment of the sales contract concluded in violation of the rules laid down in this Article.

 


Article 6.309. Promise of sale or of purchase


1. The promise of sale of a thing with delivery thereof to the future buyer for actual possession shall be equivalent to the purchase and sale of the thing.


2. Any amount paid on the occasion of a promise of sale shall be recognised to be a deposit (advance payment) on the price unless otherwise agreed by the parties.


3. Failure by the promissor, whether he be the seller or the buyer, to execute the deed in the form prescribed by laws shall entitle the beneficiary of the promise to obtain a judgment in lieu thereof.


key: chroma:document
string_value:
Article 6.310. Expenses incidental to the formation of a sales contract -


1. Unless the parties agree otherwise, the expenses incidental to the formation of  a sales contract shall be assumed by the buyer.-


2. The expenses of delivery of the things, weighing and calculating (checking the quantity) thereof shall be assumed by the seller unless otherwise agreed by the parties.


3. The expenses incidental to the acceptance of the things, the drawing up of the deed of transfer and acceptance shall be assumed by the buyer.

 


Article 6.311. Form of the sales contract

The form of the sales contract shall be established by the rules set for the form of conclusion of transactions. Laws may prescribe special rules for the formation of certain sales contracts.

 


Article 6.312. Sales contract containing a clause relating to the use of the thing to be sold


1. The person who is a seller of a thing may include a clause in the contract stipulating that the thing must be used for a certain purpose, without prejudice to the rights and legitimate interests of other persons.


2. In the event of breach by the buyer of the condition set out in the sales contract, the seller shall be entitled to bring an action for the fulfilment of the condition or for dissolution of the contract, recovery of the thing and damages.


key: chroma:document
string_value:
Article 6.313. Price


1. The price of the thing to be sold shall be fixed in cash by agreement between the parties.


2. Where the price is not fixed in the sales contract either expressly or impliedly, or the manner for fixing the price is not specified in the contract, it shall be considered, unless otherwise agreed by the parties, that the parties have impliedly made reference to the price generally charged at the time of the conclusion of the contract for such thing sold under comparable circumstances in the trade concerned and, where the price is non-existent, the price meeting the criteria of reasonableness.


3. Where the price must be fixed according to the weight of the things, it shall be determined by the net weight unless otherwise agreed by the parties.


4. If the price is to be fixed by one of the parties and the price fixed in the said manner clearly fails to meet the criteria of reasonableness, the price in the contract must be replaced by a price meeting the criteria of reasonableness regardless of the agreement between the parties.


5. Where the price is to be fixed by a third person, but he does not or cannot fix the price, the price which meets the criteria of reasonableness shall be deemed to be the price of the contract.


6. Where the price is to be fixed on the basis of criteria which are non-existent or have disappeared or which cannot be established, the price shall be fixed on the basis of the criteria of the closest value.


key: chroma:document
string_value:
7. Where the contract provides that the price must be changed having regard to certain indices affecting the price (cost, expenses, etc.) but does not specify the procedure for changing the price, the price shall be determined according to the ratio of the indices at the moment of conclusion of the contract and delivery of the thing. Where the seller delays delivery of the thing, the price shall be fixed according to the ratio of the said indices at the moment of conclusion of the contract and delivery of the thing provided for in the contract.


key: chroma:document
string_value:
Article 6.314. Payment of the price


1. Unless bound to pay the price at a specified place, the buyer must pay the price to the seller at the place of delivery of the thing.


2. Unless bound to pay the price at a specified time, the buyer must pay the price at the time of delivery, under the contract or this Code, of the thing or documents of disposal thereof to the buyer.


3. The buyer shall not be obliged to pay the price until he has had an opportunity to examine the things, except where the agreement between the parties provides otherwise.


4. Unless otherwise provided by the contract, the buyer must pay the full price immediately.


5. If the buyer fails to pay in due time for the things delivered to him, the seller shall be entitled to demand payment of the price and interest as provided for by law or contract.


6. Where the buyer refuses to accept delivery of the thing and to pay the price, the seller may, at his own discretion, demand from the buyer the payment of the price or refuse to perform the contract.


7. Where the seller is bound under the contract to deliver to the buyer not only the things for which the buyer has not yet paid the price, but also other things, the seller may suspend the delivery of the latter things until the buyer pays in full for the previously delivered things, unless otherwise provided for by law or the contract.


key: chroma:document
string_value:
Article 6.315. Payment for the thing in advance


1. Where the contract provides that the buyer is bound to pay a part or the whole of the price in advance of delivery of the thing (advance payment), the buyer must pay the price at the date specified in the contract. 


2. If the buyer fails to pay the price in advance, the seller shall be entitled to suspend the performance of the contract.


3. Where the seller, having received the advance payment, fails to deliver the thing to the buyer within the prescribed time limit, the latter shall be entitled to demand from the seller delivery of the thing or reimbursement of the amount paid.


4. Where the seller, having received the advance payment, fails to deliver the thing to the buyer within the prescribed time limit, he shall be bound to pay interest on the received amount fixed by law or under the contract, unless otherwise provided for by the contract. Interest shall begin to accrue from the date on which the seller was bound to deliver the thing and shall be payable until the date on which the buyer is actually delivered the thing or the price paid is refunded.

 


Article 6.316. Insurance of the thing


1. A sales contract may impose an obligation on the seller or the buyer to insure the thing. -


2. Where the party obliged to insure the thing fails to perform this obligation, the other party shall be entitled to insure the thing and claim reimbursement for the expenses incidental to insurance or repudiate the contract.

 


SECTION TWO

GENERAL OBLIGATIONS AND RIGHTS OF THE SELLER


key: chroma:document
string_value:
SECTION TWO

GENERAL OBLIGATIONS AND RIGHTS OF THE SELLER

 


Article 6.317. Obligation of the seller to deliver the things


1. Under the sales contract, the seller must deliver the things to the buyer, i.e. put the things into the buyer’s possession by the right of ownership/trust and give warranty of title to the things and the quality thereof.


2. The seller’s warranty (guarantee) of title to and quality of the things shall exist regardless of whether or not such warranty is stipulated in the sales contract (warranty under law).


3. Unless otherwise provided for by the contract, the seller must deliver the things together with their appurtenances and accessories in the condition as it was at the time of conclusion of the sales contract.


4. The seller’s obligation to deliver the things shall be deemed performed when the seller puts the things into the buyer’s possession or consents to the buyer taking possession of the things and any obstacles to the buyer’s right of possession are removed.


5. Delivery expenses shall be assumed by the seller unless the contract provides otherwise.


6. Where the sales contract provides that the buyer pays the price only after the delivery of the things, the seller shall not be obliged to deliver the things if the buyer has become insolvent after the conclusion of the contract.-


key: chroma:document
string_value:
Article 6.318. Place and time of delivery of the things and documents


1. The seller must, together with the things, deliver to the buyer the related documents and the titles of ownership in his possession, where this is prescribed by the contract or this Code.  If the seller himself needs the above documents for exercising other rights not related to the things sold, the seller must deliver to the buyer copies of the documents certified in accordance with the established procedure.


2. If the seller is not obliged to deliver the things at a specific place, the following shall be deemed to be the delivery of the things:


1) where the sales contract provides for the carriage of the things, handing of the things to the first carrier for delivery to the buyer, unless otherwise provided for in the contract;


2) where, in cases other than those referred to in point 1 of this paragraph, things have to be drawn from certain stocks or manufactured and at the time of the conclusion of the contract the parties knew thereof, placing the things at the disposal of the buyer or the person indicated by him at the place where the stocks are located or manufactured;


3) in cases other than those referred to in points 1 and 2 of this paragraph, placing the things at the disposal of the buyer at the place where the seller had his place of business or residence at the time of the conclusion of the contract or where the things are transmitted to the person indicated by the buyer.


3. The fruits and revenue from the things shall belong to the buyer from the time of delivery of the things.


key: chroma:document
string_value:
Article 6.319. Time limit for delivery of the things


1. The seller must deliver the things to the buyer at the time provided in the sales contract.  Where the time limit for delivery is not specified in the contract, the things must be delivered within a reasonable time after the conclusion of the contract. In this case, Article 6.53 of this Code shall apply accordingly.


2. The sales contract shall be deemed to contain a clause for performance within a specified period of time if it is clear from the content of the contract that, in the event of breach of that time limit, the buyer loses an interest in the contract. Where the contract contains such a clause, the seller shall be entitled to perform the contract by the expiration of the time limit or after the expiration thereof only where the buyer grants his consent.


key: chroma:document
string_value:
Article 6.320. Risk of accidental perishing of or damage to the things


1. Unless otherwise provided for in this Code or in the sales contract, the risk of accidental perishing of or damage to the things shall pass to the buyer from the moment when the seller is deemed, by law or contract, to have duly fulfilled his obligation to deliver the things, regardless of the time of passing of the right of ownership.


2. The risk of accidental perishing of or damage to the things sold during the carriage thereof shall pass to the buyer from the conclusion of the sales contract, unless the contract or trade customs provide otherwise.


3. A contractual term that the risk of accidental perishing of or damage to the things passes to the buyer from the handing of the things to the first carrier may be declared null and void at the buyer’s request if, at the time of entry into the sales contract, the seller knew, or ought to have known, that the things had perished or had been damaged, however, he did not notify the buyer thereof.


4. If the thing perished or was damaged after its delivery through no fault of the seller, the buyer must pay the price to the seller. The above rule shall also apply in cases where the seller was unable to deliver the thing to the buyer because the latter did not cooperate sufficiently with the seller and thereby breached the contract.


key: chroma:document
string_value:
5. Where the subject matter of the contract are things characterised by description of the kind of the things and the buyer refuses to accept the things or is otherwise in breach of the contract, the risk of accidental perishing of or damage to the things shall pass to the buyer from the moment when the seller identifies the things and notifies the buyer thereof.


6. If the buyer brings a justified action for the nullity of the contract or replacement of the things, the risk of accidental perishing of or damage to the things shall be borne by the seller.


7. If the risk of accidental perishing of or damage to the things stays with the seller even after the delivery thereof to the buyer, the seller shall be liable for the perishing of or damage to the things, even though this would have occurred as a result of the buyer’s actions. However, from the moment the buyer could have reasonably foreseen that he had to return the things to the seller, the buyer shall be responsible for the safekeeping thereof.


key: chroma:document
string_value:
Article 6.321. Seller’s obligation to give warranty of title to the things


1. The seller shall be bound to warrant the buyer that the things delivered are free from any rights or claims of a third party, unless the buyer agreed in advance to accept the things subject to such rights or claims, whereas the seller gave a due notice thereof to the buyer.


2. The seller shall be bound to discharge the delivered things of pledge (hypothec) irrespective of the registration of the pledge (hypothec), unless the buyer, after he has been given notice by the seller of the encumbrances, agrees to buy the things.


3. The seller shall be bound to warrant the buyer that the delivered things have not been seized and they are not an object of a legal action, also that the seller has not been deprived of the right to dispose of the things and that there are no encumbrances.


4. The seller of an immovable thing shall be bound to warrant the buyer that there are no violations or restrictions of public law that could affect the buyer’s right of ownership of that thing.


5. In cases where, at the time of conclusion of the contract, the seller has duly informed the buyer of the rights of third parties to the delivered things or of encumbrances of these rights, likewise where such rights of the third parties or such encumbrances have been registered in the public register, the buyer may not invoke the circumstance that the seller has breached his obligation.


key: chroma:document
string_value:
6. Where the seller breaches his obligations specified in paragraphs 1 to 4 of this Article, the buyer shall be entitled to demand reduction of the price or to rescind the contract, unless the seller proves that the buyer was aware or ought to have been aware of the rights of third parties to the things or encumbrances of such rights.


key: chroma:document
string_value:
Article 6.322. Obligations of the seller and the buyer in case of an action brought by a third party for the taking of the thing


1. Where an action for the taking of the thing is brought against the buyer by a third party on the grounds which arose before the performance of the sales contract, the buyer must bring the seller to be a party to the suit and the seller must join in the suit on the part of the buyer.


2. If the buyer fails to bring the seller to be a party to the suit, the seller shall be exempt from liability with respect to the buyer if he proves that, by taking part in the suit, he would have been able to prevent the taking of the sold thing from the buyer.


3. The seller who has been brought by the buyer to be a party to the suit but has not participated therein shall forfeit the right to argue that the buyer has failed to properly perform the procedural steps.

 


Article 6.323.  Seller’s liability where the sold thing is revendicated against the buyer


1. Where the sold thing is revendicated against the buyer by the court on the grounds which arose before the performance of the contract, the seller must restore the price and pay the damages suffered by the buyer, unless the seller proves that the buyer was aware or ought to have been aware of the grounds.


2. Agreement between the parties to exclude or limit the liability of the seller shall be null and void if the seller, being aware that the third person has rights to the thing sold, fails to notify the buyer thereof.


key: chroma:document
string_value:
Article 6.324. Consequences of failure to perform the obligation to deliver the thing


1. If the seller refuses without a valid reason to deliver the thing to the buyer, the latter shall have the right to refuse to perform the sales contract and claim damages.


2. Where the seller refuses to deliver the individually determined thing, the buyer may resort to remedies provided for in Article 6.60 and 6.213 of this Code.

 


Article 6.325. Consequences of failure to perform the obligation to deliver appurtenances, accessories and deeds


1. In case of failure or refusal by the seller to deliver to the buyer the appurtenances, accessories or deeds that he is obliged to deliver under the contract or by law, the buyer shall have the right to fix a reasonable time limit for the seller to perform the obligation.


2. Where the seller fails to perform his obligation within the time limit fixed by the buyer, the buyer shall have the right to refuse acceptance of the thing unless otherwise provided for by the contract.

 


Article 6.326. Seller’s obligation to preserve the sold thing


1. Where the right of ownership or trust passes to the buyer before the delivery of the sold thing, the seller must preserve the thing before the delivery and prevent it from deteriorating.


2. The buyer must reimburse the seller’s expenses incidental to preservation of the thing unless the contract provides otherwise.


key: chroma:document
string_value:
Article 6.327. Requirements in respect of the thing


1. The quality, quantity and other criteria of the thing sold must comply with the terms of the contract or, in the absence of contractual specifications, correspond to the regular requirements.


2. The seller shall not be liable under paragraph 1 of this Article for any lack of conformity of the thing if, at the time of the conclusion of the contract, the buyer was aware or could not have been unaware of such lack of conformity. 


3. The seller shall be liable under the contract and this Code for any lack of conformity which exists at the time when the right of ownership passes to the buyer, even though the lack of conformity becomes apparent at a later date.


4. The seller shall be also liable for any lack of conformity which occurs after the time indicated in paragraph 3 of this Article and which is due to a breach of any of the seller’s obligations, including a breach of any guarantee that for a period of time the things will remain fit for their ordinary purpose or for some particular purpose or will retain the specified qualities or characteristics.


5. The buyer shall forfeit the right to rely on a lack of conformity of the things if he does not give notice to the seller specifying the nature of the lack of conformity within a reasonable time after he has discovered or ought to have discovered it.


key: chroma:document
string_value:
Article 6.328. Right to examine the thing


1. Unless otherwise agreed by the parties, the buyer shall have the right, from the moment of entry into the sales contract or presentation of the offer, before making the payment or before accepting the thing, to examine the thing at any place, at any time or in any manner which correspond to the criteria of reasonableness.


2. Unless otherwise agreed by the parties, the expenses of examining the thing shall be assumed by the buyer. The buyer shall have the right to claim from the seller reimbursement of the expenses of the examination if it is established during the examination that the thing does not correspond to the requirements set out for it.

 


Article 6.329. Quantity of things


1. The quantity of things which the seller is bound to deliver to the buyer shall be established in the sales contract in units of weight, quantity, volume or other units or in monetary terms. The contractual term regarding the quantity of the things may be agreed between the parties, establishing in the contract only the procedure for determining the quantity. Where the performance of the contract has been initiated, the contract shall be deemed concluded in respect of the quantity of things actually accepted by the buyer.


2. Where the quantity of the things to be delivered cannot be determined from the content of the sales contract and its interpretation, the contract shall be deemed not to have been concluded.


key: chroma:document
string_value:
Article 6.330. Legal consequences of breach of the contractual term relating to the quantity of the things


1. If the seller, in breach of the contract, delivers to the buyer a quantity of things less than that indicated in the sales contract, the buyer shall be entitled, unless the contract provides otherwise, either to demand that the buyer makes up any deficiency in the quantity or to reject the delivered things and refuse to pay the price or, where the price has already been paid, to claim recovery of the price and damages.


2. Where the seller delivers to the buyer a quantity of things greater than that indicated in the sales contract, the buyer must give notice thereof to the seller within the time limit specified by laws or in the contract or, where there is no fixed time limit, within a reasonable time. If, upon receipt of the buyer’s notice, the seller fails to notify within a reasonable time of further actions that should be taken, the buyer shall have the right to take delivery of all things or refuse to take delivery of the things in excess of the contractual quantity, unless otherwise provided for in the contract.


3. If the buyer takes delivery of the things in excess of the contractual quantity, the price paid for the additional things shall be the same as the price specified in the contract, unless the parties have agreed otherwise.


key: chroma:document
string_value:
Article 6.331. Range of things


1. Where it is provided in the sales contract that the seller must deliver things of a particular kind, model, size, colour or property characterised by other description (range of things), the seller must deliver things which are in conformity with the range of things agreed by the parties.


2. Where neither the range of things nor the procedure of determination thereof is specified in the contract, but it is evident from the content and substance of the contract that the things must conform with a certain range, the seller must deliver to the buyer things of the range that would conform with the needs of the buyer of which the seller is aware of at the moment of entry into the contract, or he shall be entitled to repudiate the contract.


key: chroma:document
string_value:
Article 6.332. Legal consequences of breach of the condition concerning the range of things


1. Where the seller delivers to the buyer things which do not conform with the range provided for in the sales contract, the buyer shall have the right to refuse to accept delivery and pay for it or, if the payment has already been made, demand restoration of the price paid, unless the contract provides otherwise.


2. Where the seller delivers to the buyer both the things which conform with the range and those which do not, the buyer shall be entitled to choose:


1) to accept the delivery of the things which conform with the range and refuse to accept the non-conforming things;


2) to refuse to accept the entire delivery;  


3) to demand replacement of the things which do not conform with the range with the things provided for in the contract;


4) to accept the entire delivery.


3. Where the buyer refuses to accept the delivery of the things which do not conform with the range or demands replacement thereof, he shall have the right to refuse to pay for the said things and, where the payment has already been made, to demand restoration of the price paid.


4. The things which do not conform with the range shall be deemed accepted if the buyer fails, within a reasonable time after the receipt thereof, to give notice to the seller of his refusal to accept the things.


key: chroma:document
string_value:
5. If the buyer does not refuse to accept the things which do not conform with the range, he must pay for them the price agreed with the seller. Where the seller fails through his own fault to agree with the buyer upon the price within a reasonable time, the buyer must pay for the things at the price usually paid at the time of conclusion of the contract under analogous circumstances for analogous things.


6. The rules laid down in this Article shall apply to the extent that the sales contract does not provide otherwise.


key: chroma:document
string_value:
Article 6.333. Quality of things


1. The seller must deliver to the buyer things the quality of which meets the terms and conditions of the sales contract and the requirements of documents determining the quality of things. The seller shall be liable for the defects of the things provided the buyer proves that the defects appeared before the delivery of the things or due to reasons which arose before the delivery of the things.


2. The laws or the contract may provide for the seller’s obligation to warrant the buyer that the things meet the terms and conditions of the contract and to warrant, at the moment of conclusion of the contract, against any latent defects which render them unfit for the use for which the things were intended or which so diminish their usefulness that the buyer would not have bought them or paid so high a price had he been aware of them. However, the seller shall not be obliged to warrant against any latent defects known to the buyer or any apparent defects that can be perceived by a prudent and diligent buyer without any need of expert inspection.


3. Where the seller warrants the quality of the things, he shall be liable for the defects thereof unless he proves that the defects appeared after the delivery of the things to the buyer due to the buyer’s breach of the rules governing the use or storage of the things or through the fault of third persons or as a result of superior force.


key: chroma:document
string_value:
4. Where the quality of the things is not covered by the contract, the seller must deliver the things to the buyer in the condition fit for the use for which they are usually intended.  If, however, at the time of conclusion of the contract the buyer made known to the seller the particular purpose for which he buys the things, the seller must deliver to the buyer things of such quality which would make the things fit for that particular purpose.


5. Where the contract is concluded according to a sample, model or description, the seller must deliver to the buyer things which correspond to the sample, model or description, except for the derogations set out in the contract.


6. The things shall be deemed not to meet quality requirements if they lack the qualities which the buyer could have reasonably expected, i.e. which are necessary for the things to be fit for the purpose they would ordinarily be used or for a particular purpose. 


7. The things shall be deemed not to conform with the contract if the quantity, volume or weight of the delivered things does not conform with the conditions of the contract or things of the kind other than that provided for in the contract have been delivered.


8. Sale under judicial authority shall not give rise to the seller’s obligation to warrant the quality of the sold things, whereas the buyer may not invoke the fact that the seller has sold a thing of inadequate quality, except where the seller was aware of the defects of the things sold.


9. Where the rights of succession are sold without specifying the property, the seller shall be obliged to warrant only that he is the successor.


key: chroma:document
string_value:
9. Where the rights of succession are sold without specifying the property, the seller shall be obliged to warrant only that he is the successor.


10. The warranty of the quality of the things provided for in paragraph 2 of this Article must also be given by the producer, distributor, supplier, importer or any other persons distributing the things in his own name.


key: chroma:document
string_value:
Article 6.334. Rights of buyers of things of inadequate quality


1. Where the things sold do not correspond to the quality requirements and the seller has not discussed the defects with the buyer, upon buying things of inadequate quality the buyer shall be entitled to demand, at his own choice:


1) that the thing which is characterised in the contract by its kind be replaced by the thing of adequate quality unless the defects are minor or appeared due to the fault of the buyer;


2) that the purchasing price be reduced accordingly;


3) that the seller eliminates the defects free of charge within a reasonable time or reimburses the buyer’s expenses for the elimination of defects if these can be eliminated;


4) to restore the price and repudiate the contract, where the sale of things of inadequate quality is a material breach of contract.


2. If the purchased things perish by reason of a latent defect that existed at the time of conclusion of the sales contract, the seller must restore the price to the buyer. If the loss results from superior force, or is due to the fault of the buyer, the buyer shall be only compensated for the difference between the value of the things at the time of their loss and the price of the things.


3. If the things perished by reason of a latent defect of which the seller was aware or ought to have been aware, he must not only restore the price, but also pay all damages suffered by the buyer.


key: chroma:document
string_value:
4. The terms and conditions of the contract excluding or limiting the seller’s liability for the defects of the things shall be null and void unless he has disclosed to the buyer the defects of which the seller was aware or ought to have been aware or in the case where a buyer buys things at his own risk from a seller who is not a professional seller.


key: chroma:document
string_value:
Article 6.335. Period of warranty of quality of things


1. The law or the contract may provide that the warranty of quality of things given by the seller is valid for a certain period of time.  In this case, the warranty shall be valid for all component parts of the things unless otherwise established by law or the contract.


2. The period of warranty shall start to run from the moment of delivery of things unless the contract provides otherwise.


3. Where obstacles within the seller’s control prevent the buyer from using the things for which a period of warranty of quality has been set, the warranty period shall not run until the seller removes the obstacles.


4. Unless otherwise specified in the contract, the period of warranty shall be extended for the period the buyer was unable to use the things due to the defects, provided the buyer duly notified the seller of the perceived defects.


5. The component parts shall have the same period of warranty of quality as the principal thing, which shall commence to run together with the period of warranty of quality of the principal thing, unless otherwise provided for by the contract.


6. Where the seller replaces a thing or its component part within a fixed period of warranty of quality, the period of warranty of quality that has been fixed for the replaced thing or its component part shall be applied with respect to the thing or the component part presented in replacement, unless the contract provides otherwise.


key: chroma:document
string_value:
Article 6.336. Period of fitness for use of things


1. Law or other legal statutes may fix periods of time upon the expiration whereof relevant items of things shall be deemed unfit for their ordinary purpose (period of fitness for use).  In such cases, the producer, importer, seller or any other person who distributes the things in his own name must explicitly indicate the period of fitness for use of the things.


2. A thing for which the period of fitness for use has been fixed must be delivered to the buyer by the seller within the time limit which would allow the buyer to use the thing for its purpose before the expiration of the period of its fitness for use.


3. The period of fitness for use shall be fixed by indicating the date of manufacture of the thing and the period of time running from the said date during which the thing is fit for use or by indicating the specific calendar day of expiration of its fitness for use period.


key: chroma:document
string_value:
Article 6.337. Inspection of quality of things


1. The laws or the sales contract may establish mandatory inspection of quality of the things and the procedure and time limits for performing the inspection. 


2. Unless the procedure and time limits for quality inspection of the things are established by laws or the contract, the inspection of quality of the things must be carried out within a reasonable time period and in accordance with the usual conditions for the quality inspection of things and custom of the trade.


3. Where the laws or the sales contract provide for the seller’s obligation to inspect the quality of the things which are delivered to the buyer (trial, examination, measurement, etc.), the seller must, together with the things, hand over to the buyer documents certifying the performance of the quality inspection of the things.


key: chroma:document
string_value:
Article 6.338. Time limits for filing claims regarding the defects of the sold things


1. Unless the contract or laws establish otherwise, the buyer shall have the right to file claims regarding the defects of the things sold, provided they were established within the time limits specified in this Article.


2. Where the time period of warranty of quality or fitness for use of the item of the thing has not been established, the buyer may file claims regarding the defects of the thing within a reasonable time but not later than within two years from the day of delivery of the thing, unless a longer time limit is provided for by law or the contract. The time limit for filing claims in respect of the defects of the thing transported or conveyed by post shall run from the day of arrival of the thing at the appointed destination.


3. Where the time period of warranty of quality of the thing has not been fixed, claims regarding the defect of the thing may be filed provided the defects are established within the period of warranty. If the period of warranty of quality valid for the component parts is shorter than the period of warranty of quality of the principal thing, the claim regarding the defects of the component part may be filed within the period of warranty of quality of the principal thing. Where a period of warranty of quality applied in respect of the component part is longer than that of the principal thing, a claim regarding the defects of the component part discovered within the period of warranty may be filed regardless of the expiration of the period of warranty of quality of the principal thing.


key: chroma:document
string_value:
4. The buyer may file claims regarding a thing, in respect of which a time period of fitness for use has been fixed, provided the defects are established within the time period of fitness for use of the thing. 


5. Where the period of warranty of quality fixed for a thing in the contract is less than two years and the defects of the thing are established after the expiration of the time period but not after the lapse of two years from the day of delivery of the thing, the seller shall be liable for the defects of the thing if the buyer proves that the defect appeared before the delivery of the thing or due to the reasons which appeared before the delivery and for which the seller is liable.


key: chroma:document
string_value:
Article 6.339. Completeness of things


1. The seller must deliver to the buyer things which are in conformity with the requirements of the terms and conditions of the sales contract, which determine the completeness of things.


2. If the contract does not cover the completeness of things, the seller must deliver things complete with all accessories so that they comply with the custom of the trade and the usual requirements.

 


Article 6.340. Complete set of things


1. If the sales contract provides for the seller’s obligation to deliver to the buyer a certain assortment of things constituting a set (set of things), the seller shall be deemed to have fulfilled his obligation only when he delivers all the items constituting the set.  


2. The seller must deliver to the buyer all items of the set at the same time if, by virtue of the contract or the nature of the obligation, the contract cannot be performed otherwise.


key: chroma:document
string_value:
Article 6.341. Legal consequences of delivery of incomplete things


1. In case of delivery by the seller of incomplete things, the buyer shall have the right to demand, at his choice:


1) reduction of the price of the thing;


2) delivery by the seller of the missing accessories within a reasonable time.


2. Where the seller fails to deliver the missing accessories within a reasonable time, the buyer shall have the right, at his choice:


1) to demand that the incomplete things be replaced with complete things;


2) to refuse to perform the contract and demand restoration of the price, where that breach constitutes a material breach of contract.


3. The rules provided for in paragraphs 1 and 2 of this Article shall also apply in cases where the seller is in breach of his obligation to deliver to the buyer a set of things, unless the rules are not applicable under the contract or due to the nature of the obligation.


key: chroma:document
string_value:
Article 6.342. Containers and packaging of things


1. Unless the contract or the nature of the obligation provides otherwise, the seller must deliver to the buyer things in containers and packaged, except in cases where due to the nature of the things there is no need to deliver them in containers or packaged.


2. Where the contract does not lay down requirements regarding the containers and packaging of things, the things must be delivered packaged in the manner customary for such things, whereas in cases where the containers and packaging may be varied, the things must be packaged in such a manner or in such containers which would ensure fitness of the type of things during storage or carriage under normal conditions. 


3. Where mandatory requirements regarding containers or packaging are established by laws or other legal acts, the seller, being a trader, must deliver the things to the buyer in containers or packaging which conform to the requirements set by laws or other legal acts.

 


Article 6.343. Legal consequences of violation of requirements relating to containers and packaging of things


1. Where the seller, in breach of his obligation, delivers to the buyer things in bulk or without containers or incorrectly packaged or in unfit containers, the buyer must refuse to accept them and require the seller to package the things or to deliver them in containers or to supply the packaging or containers, unless otherwise provided for by the contract or determined by the nature of the obligation or things.


2. Unless the contract provides otherwise, in the cases specified in paragraph 1 of this Article, the buyer may make demands established in Article 6.334 of this Code instead of the demands established in paragraph 1 of this Article.


key: chroma:document
string_value:
SECTION THREE

GENERAL OBLIGATIONS AND RIGHTS OF THE BUYER

 


Article 6.344. Buyer’s obligation to pay the price and other expenses


1. The buyer shall be obliged to pay the price of the things within the time limits laid down in the contract or laws and at the specified place.


2. For late payment of the price, the buyer shall be obliged to pay interest, which starts to run from the time of delivery of the things or the expiration of the period agreed by the parties, unless the contract or laws provide otherwise.


3. The buyer shall also be obliged to pay any other expenses incidental to the deed of purchase and sale.  


4. Where the laws establish that the sales contract must be concluded in a notarised form and thereafter must be registered in the public register, the buyer shall be obliged to pay the price of purchase into the notary’s deposit account at the time of conclusion of the contract, whereas the notary shall transfer the money to the seller following the registration of the contract in the public register, unless the agreement between the parties provides for a different settlement procedure.


5. Where the buyer has sufficient grounds to believe that due to the seller’s fault an action may be brought against him for revendication of the things sold or encumbrance of rights thereto, he may suspend payment of the price, unless the seller guarantees possible payment of damages to the buyer.


key: chroma:document
string_value:
Article 6.345. Legal consequences of the buyer’s non-performance of the obligation to pay the price


1. Where the movable things have already been delivered to the buyer but the latter fails to pay the sale price, the seller shall have the right to repudiate the contract, notifying the buyer thereof in writing and recover the things.  If only a part of the price has not been paid, the seller may recover only the unpaid part of the thing, provided the thing is divisible. The seller shall retain the right of recovery only until the things are in the country of their delivery or until they have been transferred for consideration to a third party, have not been pledged or subject to the right of usufruct.


2. In case of insolvency of the buyer, the seller may not recover the things for which the price has not been paid if, within a reasonable time, the buyer’s administrator offers to pay the price or presents a guarantee of performance of the obligation.


3. In all other cases not specified in paragraphs 1 and 2 of this Article, the legal consequences provided for in Article 6.314 of this Code shall emerge.


key: chroma:document
string_value:
Article 6.346. Buyer’s obligation to accept the things


1. The buyer must accept the delivered things, unless he is entitled to demand replacement of the things or rescission of the contract.


2. Unless otherwise provided for by laws or the contract, the buyer must take such measures and perform such actions which are necessary, in accordance with the requirements normally expressed, for the due delivery and acceptance of things.


3. Where the buyer, in breach of his obligation, does not accept or refuses to accept things, the seller shall have the right to demand that the buyer accept the things or to refuse to perform the contract.

 


Article 6.347. Buyer’s obligation to preserve the things


1. Where the buyer has the right under the law or the contract to return to the seller the things delivered to him, the buyer must properly preserve the things to be returned until their return. In this case, the buyer shall be entitled to retain them until he has been reimbursed his reasonable expenses by the seller.


2. If the things to be returned to the seller have been placed at the buyer’s disposal at their destination, he shall be obliged to return them at his own expense, unless the seller or his agent is present at the destination or provided this does not cause the buyer unreasonable inconvenience or unreasonable expense.


3. If the things are perishable, the rules laid down in paragraph 5 of Article 6.375 of this Code shall apply.


key: chroma:document
string_value:
Article 6.348. Buyer’s obligation to notify the seller of improper performance of the sales contract


1. The buyer must notify the seller of the breach of any terms and conditions of the contract specifying the quality, quantity, range, completeness, containers and packaging of the things within the time limit established by law or the contract or, where the time limit is not established, within a reasonable time after the breach of a certain term or condition was discovered or, in view of the nature and purpose of the things, ought to have been discovered.


2. In case of failure by the buyer to perform the obligation laid down in paragraph 1 of this Article, the seller shall have the right to refuse, fully or in part, to meet the buyer’s demands to replace the things, to deliver the missing things, to eliminate the defects of the things, to complete the things, to pack the things or deliver them in containers or to replace the containers or packaging, provided that he proves that following the breach of the obligation by the buyer his demands can no longer be met or that meeting of the demands would cause the seller unreasonable expenses compared to those the seller would have incurred if the buyer had duly notified the seller of the breach of the contract.


3. If the seller was aware or ought to have been aware of the non-conformity of the things delivered by him to the terms and conditions of the sales contract, he shall lose the right to invoke the rules laid down in paragraphs 1 and 2 of this Article.


key: chroma:document
string_value:
Article 6.349. Prohibition to dispose of things


1. If the sales contract provides that the title to delivered things is reserved until the payment of full price or fulfilment of other conditions, before the title to the things passes to the buyer, the latter shall have no right to sell or otherwise dispose of the things, unless the purpose of the contract or characteristics of the things determine otherwise.


2. In case of non-fulfilment of the conditions of the sales contract, on which the passing to the buyer of the title to the things is made conditional under the contract, the seller shall have the right to recover the things from the buyer, unless otherwise provided for by the contact.

 


SECTION FOUR

SPECIFICS OF CONSUMER SALES CONTRACTS

 


Article 6.350. Concept of a consumer sales contract


1. Under a consumer sales contract, the seller, being a trader, shall undertake to sell a good to the buyer, being a consumer, while the buyer shall undertake to pay the price. A consumer contract under which goods and services are sold shall be considered a consumer sales contract.


2. The Retail Trade Rules shall be approved by the Government of the Republic of Lithuania or an institution authorised by it.


key: chroma:document
string_value:
Article 6.3501. Scope of application


1. The provisions of this Section shall apply to consumer sales contracts, including contracts relating to goods to be produced.


2. The provisions of this Section shall not apply to contracts for the supply of digital content or digital services other than digital content and digital services which comply with the following requirements:


1) they are incorporated in or inter-connected with a good with digital elements in such a way that without the digital content or digital service the good would not be able to perform its functions;


2) they are supplied together with a good containing digital elements under the same sales contract, irrespective of whether the digital content or digital service is supplied by the seller or another person. In the event of doubt as to whether the supply of incorporated or inter-connected digital content or an incorporated or inter-connected digital service forms part of the sales contract, the digital content or digital service shall be presumed to be covered by the sales contract.


3. The provisions of this Section shall not apply to:


1) physical media used solely as a means of delivering digital content;


2) goods which are realised in accordance with the procedure laid down by the Code of Civil Procedure during enforcement proceedings and in other cases provided for by laws;


3) the purchase and sale of second-hand goods by public auction;


4) the purchase and sale of live animals.


4. For the purposes of this Section:


1) ‘functionality’ means the ability of goods to perform their functions having regard to their purpose;


key: chroma:document
string_value:
1) ‘functionality’ means the ability of goods to perform their functions having regard to their purpose;


2) ‘compatibility’ means the ability of the goods to function with hardware or software with which goods of the same type are normally used, without the need to convert the goods, hardware or software;


3) ‘interoperability’ means the ability of the goods to function with hardware or software different from those with which goods of the same type are normally used;


4) ‘durability’ means the ability of goods, when used normally, to maintain their required functions and performance characteristics.


key: chroma:document
string_value:
Article 6.351. Form of a consumer sales contract

Unless the laws provide otherwise, a consumer sales contract shall be deemed concluded from the moment the buyer chooses the thing to be purchased or expresses his will in any other manner.

 


Article 6.352. Public offer


1. Presentation of the things in advertisements, general circulation catalogues or descriptions shall be deemed a public offer, provided that the principal conditions of the sales contract are specified.


2. Display of things in shop windows, on the counter or in other places of their sale, also demonstration of samples of the things or offering of information on the things on sale (description, catalogues, photographs, etc.) in the place of their sale shall be considered as public offer, irrespective of whether or not the price of the thing or other conditions of the sales contract are indicated, unless the seller explicitly and unambiguously states that certain things are not for sale.


key: chroma:document
string_value:
Article 6.353. Seller’s obligation to inform the buyer


1. The seller must provide the buyer with information in accordance with Articles 6.2286 or 6.2287 of this Code.    


2. The seller must indicate the selling price of each thing or of the things of one kind and the price of a suitable standard unit of a thing. The selling price shall be the final price of a thing or of the quantity of things, including all taxes. A standard unit price shall mean the price, including all taxes, of one kilogram, one litre, one metre, one square metre or one cubic metre of a thing.


3. The selling price of a thing or the price of a standard unit may be omitted where the things:


1) are supplied in the performance of services;


2) are sold by auction or are works of art or antiques.


4. The price of a standard unit of the things may be omitted where:


1) these are things whose price does not depend on their weight or measurement;


2) the price of the standard unit is the same as the selling price;


3) these are things or groups of things specified in the Rules On Labelling and Indication of Prices of Items (Goods) for Sale. They shall be approved by the Government of the Republic of Lithuania or an institution authorised by it.


5. Only a standard unit price of things must be indicated where things are not pre-packaged and their quantity is determined in the presence of the customer.


key: chroma:document
string_value:
6. The selling price and the standard unit price must be conspicuous, unambiguous, clearly legible and easily identifiable.


7. In any advertisement of the thing, the indicated selling price must be accompanied by the standard unit price, save for the exceptions specified in paragraphs 3 and 4 of this Article.


8. The seller must provide the buyer with information about the price reduction applied. Any notice of reduction of the price of a thing must include information on the previous price. The previous price shall be considered to be the lowest price charged by the seller during the 30-day period preceding the price reduction. In cases where the price of a thing is gradually reduced, the previous price shall be considered to be the price of the thing prior to its first reduction. If the thing has been offered to buyers for less than 30 days, the actual time limit for offering the thing to buyers shall apply. The provisions of this paragraph shall not apply to perishable products or to things which rapidly lose their commercial value.


9. The buyer shall be entitled to examine the things before entering into the contract and to demand that the seller inspect the things in his presence or demonstrate the way they are used, provided this is possible given the nature of the things.


key: chroma:document
string_value:
10. In case of failure by the seller to promptly provide the buyer with an opportunity to obtain the information specified in paragraphs 1 to 8 of this Article at the place of sale of the things, the buyer shall have the right to claim from the seller compensation of damages for any loss occasioned by avoidance to conclude the contract or, where the contract has been concluded, to rescind the contract unilaterally within a reasonable time and to demand refund of the price paid and compensation of other damages. The seller must refund the price paid by the buyer and compensate for other damages without delay, but not later than fourteen days after the date of termination of the contract or the date of receipt of the buyer’s claim for damages.


11. The seller who fails to provide the buyer with an opportunity to receive the relevant information about the things shall be liable for the defects of the things which appeared after the delivery of the things to the buyer, if the buyer proves that the defects appeared because he did not possess the relevant information.

 

Article 6.354. No longer effective from 13 June 2014.


key: chroma:document
string_value:
Article 6.354. No longer effective from 13 June 2014.

 


Article 6.355. Sale of things conditional on acceptance thereof by the buyer within a certain period


1. A consumer sales contract may contain a provision that the buyer is bound to accept the things within a certain period fixed in the contract, within which the seller has no right to sell the things to another buyer.


2. Unless otherwise provided for in the contract and if the buyer fails to arrive within the fixed period or fails to perform other actions necessary for the acceptance of the things within the period fixed in the contract, the buyer shall be deemed to have refused to perform the contract.


3. The seller’s additional expenses incidental to the transfer of the things to the buyer within a certain time period shall be included in the price of the things, unless the contract or laws provide otherwise.


key: chroma:document
string_value:
Article 6.356. Sale of things by sample


1. A consumer sales contract may be concluded on the basis of samples of the things offered to the buyer by the seller (description of the goods, catalogues of goods, models, etc.).


2. Unless otherwise provided for by laws or the contract, a contract by sample shall be deemed concluded when the seller delivers the things to the destination specified in the contract, and in case there is no indication of the destination in the contract, to the consumer’s place of residence.   


3. The buyer shall have the right to repudiate the contract by sample before the transfer of the things. In such case, however, the buyer must reimburse the seller’s reasonable expenses incidental to the performance of the contract prior to the repudiation, unless the contract provides otherwise.

 

Article 6.357. No longer effective from 13 June 2014.


key: chroma:document
string_value:
Article 6.357. No longer effective from 13 June 2014.

 


Article 6.358. Sale of things by vending machines


1. If things are sold by vending machines, the owner of the machines must inform the buyer in a notice on the machine or in any other way about the seller (seller’s name and registered office), mode of operation of the machine, as well as the actions the buyer is bound to perform in order to be delivered the thing and the sequence of the actions.


2. In this case, the contract shall be deemed concluded from the moment the buyer performs the actions required in order to obtain delivery of the thing from the vending machine.


3. In case of non-delivery to the buyer of the thing payment for which has been made, the seller must promptly, upon the buyer’s demand, deliver the thing or restore the price.


4. The rules specified in this Article shall also apply where the machines are intended for the exchange of money, acquisition of token money or exchange of currency unless special rules establish otherwise.

 


Article 6.3581.   Requirements for the sale of certain types of things and certain types of places of trading

Requirements for the sale of certain types of things only in designated places of trading (specialised shops, specialised divisions of shops, markets or other places of trading) and requirements for certain types of places of trading may be laid down by law.


key: chroma:document
string_value:
Article 6.359. Sale of things conditional on their delivery to the buyer


1. Where a consumer sales contract provides that the things must be delivered to the buyer, the seller shall be bound to deliver the things to the place indicated by the buyer or, where there is no indication of the place of delivery, to the buyer’s place of residence.


2. The seller must deliver the things to the buyer by transferring them or their possession to him not later than within thirty days from the conclusion of the contract, unless the parties agree otherwise.


3. The contract shall be deemed performed from the moment of delivery of the things to the buyer or, in the buyer’s absence, from the delivery of the things to the person who presents a receipt or any other document confirming conclusion of the contract or the right to receive the delivered things, unless the contract provides otherwise.


4. Where the seller fails to fulfil his obligation to deliver the things within the time limit set in the contract or in paragraph 2 of this Article, the buyer shall present a demand for the delivery of the things within an additional reasonable period, taking into account the circumstances. Where the seller fails to deliver the things within the additional time limit set by the buyer, the buyer shall have the right to unilaterally terminate the contract.


key: chroma:document
string_value:
5. Paragraph 4 of this Article shall not apply where the seller has refused to deliver the things or where the delivery within the time limit laid down in the contract is essential in the light of all the circumstances relating to the conclusion of the contract or where, before the conclusion of the contract, the buyer has informed the seller that the delivery of the things within the time limit laid down in the contract is essential.    In these cases, where the seller fails to deliver the things within the time limit set in the contract or in paragraph 2 of this Article, the buyer shall have the right to unilaterally terminate the contract without delay.


6. When the contract is terminated, the seller must immediately reimburse the buyer for any sums he has paid. In addition, the buyer shall have the right to exercise any other remedies established in this Code.


key: chroma:document
string_value:
Article 6.3591. Risk transfer

Where a consumer sales contract provides for the carriage of the things and the seller dispatches the things to the buyer, the risk of accidental perishing of or damage to the things shall pass to the buyer when he or a person designated by him, other than the carrier, accepts the things. Where the things are handed over to the carrier selected by the buyer and the seller has not offered such delivery, the risk provided for in this paragraph shall pass to the buyer when the things are handed over to the carrier.

 

Article 6.360. No longer effective from 13 June 2014.

 

 


Article 6.361. Lease-purchase contract


1. It may be stipulated in the contract that until the passing of ownership of the things to the buyer he remains the lessee of the delivered things (lease-purchase contract).


2. Unless the contract provides otherwise, the buyer shall become the owner of the things upon full payment of the sale price.


key: chroma:document
string_value:
Article 6.362. Replacement and return of things


1. The buyer shall be entitled to replacement of the purchased things, other than food products, at the place of purchase or elsewhere, as indicated by the seller, within fourteen days from the delivery thereof to the buyer, unless the seller has set a longer time period, receiving in exchange analogous things of different measurements, form, colour model or completeness. In case of a difference in prices between the things to be replaced and things offered in replacement, the buyer must pay the seller the recalculated price.


2. If the buyer does not possess things suitable for replacement, the buyer shall have the right to return the things to the buyer within the time period set in paragraph 1 of this Article and recover the money paid. The seller must refund the buyer the price paid by the latter without delay, but not later than within fourteen days from the return of the thing.


3. The buyer’s claim for replacement of the things shall be satisfied provided the things have not been in use, have not been damaged, have retained their fitness for use, and have not lost their merchantability and the buyer is in possession of proof confirming that he purchased the things from the seller.


4. The procedure for replacing and returning the things and the list of non-replaceable and non-refundable things are laid down in the Retail Trade Rules.


key: chroma:document
string_value:
Article 6.363. Quality requirements for goods


1. The seller must deliver to the consumer goods meeting the requirements laid down in this Article.


2. The goods must comply with all of the following requirements, provided that they are applicable:


1) be of the description, quantity and quality, and possess the functionality, compatibility, interoperability and other features, as required by the sales contract;


2) be fit for any particular purpose for which the consumer requires them and which the consumer made known to the seller at the latest at the time of the conclusion of the sales contract, and in respect of which the seller has given acceptance;


3) be supplied with all accessories and instructions, including on installation, as required by the sales contract;


4) be supplied with updates, as required by the sales contract.


3. In addition, the goods must meet all of the following requirements:


1) be fit for the purposes for which goods of the type would normally be used, taking into account any applicable legal provisions, technical standards or, in the absence of such technical standards, applicable codes of conduct;


2) where applicable, be of the quality such as the sample or model supplied to the consumer by the seller before the conclusion of the contract and correspond to the description of that sample or model;


3) where applicable, be delivered along with any accessories (including packaging, installation or other instructions) which the consumer may reasonably expect to receive;


