CIVIL CODE OF THE RUSSIAN FEDERATION
(part two)
Adopted by the State Duma
Approved by the Federation Council
Date: 22 December 1995
Section IV. Individual types of obligations.
Chapter 30. Purchase and Sale
Chapter 31. Barter
Chapter 32. Donation
Chapter 33. Annuity and Lifelong Maintenance with Dependence
Chapter 34. Lease
Chapter 35. Renting of Living Accommodation
Chapter 36. Free Use
Chapter 37. Contract
Chapter 38. Performance of Research, Design and Technological Works
Chapter 39. Services Provided for Compensation
Chapter 40. Carriage
Chapter 41. Transport Forwarding
Chapter 42. Loan and Credit
Chapter 43. Financing Against Assignment of Monetary Claim
Chapter 44. Bank Deposit
Chapter 45. Bank Account
Chapter 46. Settlements
Chapter 47. Safekeeping
Chapter 48. Insurance
Chapter 49. Order
Chapter 50. Actions in Another's Interests Without Order
Chapter 51. Commission
Chapter 52. Agency Service
Chapter 53. Trust Management of Property
Chapter 54. Commercial Concession
Chapter 55. Society in Participation
Chapter 56. Public Promise of Reward
Chapter 57. Public Competition
Chapter 58. Holding of Games and Bets
Chapter 59. Obligations in Consequence of Causing of Harm
Chapter 60. Obligations in Consequence of Unjustified Enrichment
Chapter 30. Purchase and Sale
General Provisions on Purchase and Sale
Article 454. Sale Contract
1. Under a sale contract, one party (the seller) shall be obliged to transfer the ownership of the goods to the other party (the buyer) and the buyer shall be obliged to accept these goods and pay for them a sum of money (the price).
2. The provisions stipulated by the present paragraph shall apply to the purchase and sale of securities and currency valuables, unless special rules of the sale thereof have been established by law.
3. In the instances provided by the present Code or other law, the specifics in the purchase and sale of individual types of goods shall be determined by laws and other legal acts.
4. The provisions of the present paragraph shall apply to the sale of property rights, unless it follows otherwise from the contents and nature of these rights.
5. The provisions of the present paragraph shall apply to individual types of sale contracts (retail sale, delivery of goods, delivery of goods for State needs, contracting, power supply, sale of real estate, sale of an enterprise), unless otherwise provided by the rules of the present Code relating to these types of contracts.
Article 455. Contract Clause on Goods
1. The goods under a sale contract may include any things, provided the rules of Article 129 of the present Code are observed.
2. A contract may be concluded for the purchase and sale of goods available from the seller at the moment of concluding the contract, as well as goods that will be created or acquired by the seller in the future, unless otherwise established by law or follows from the nature of goods.
3. A clause in a sale contract relating to the goods shall be deemed to have been agreed, if the contract enables to determine the name and quantity of the goods.
Article 456. Duties of Seller with Respect to Transfer of Goods
1. The seller shall be obliged to transfer to the buyer the goods specified by the contract.
2. Unless otherwise provided by the contract, the seller shall be obliged, simultaneously with the transfer of the thing, to transfer to the buyer its accessories, and also related documents (technical passport, quality certificate, operating instruction, etc.) specified by a law, other legal acts, or contract.
Article 457. Time of Performance
1. The time for the seller to perform the duty to transfer the goods to the buyer shall be determined by the sale contract, and if the contract does not enable to determine this time - in accordance with the rules provided by Article 314 of the present Code.
2. A sale contract shall be deemed to have been concluded with the proviso that it be performed by a strictly specified time if it expressly follows from the contract that, should this term be violated, the buyer shall lose interest in the contract.
The seller shall have the right to execute such contract before the commencement or after the expiration of the term specified therein only with the buyer's consent.
Article 458. Moment of Performance by Seller of Duty to Transfer Goods
1. Unless otherwise provided by the sale contract, the seller's duty to transfer the goods to the buyer shall be deemed to have been performed at the moment when:
- the goods have been handed over to the buyer or the party specified by him if the contract has provided for the seller's duty to deliver the goods; and
- the goods have been placed at the buyer's disposal if the goods are to be handed over to the buyer or the party specified by him at the place of location of the goods. The goods shall be deemed to have been placed at the buyer's disposal when by the time specified by the contract the goods are ready for the transfer at the proper place and the buyer has been informed, in accordance with the contract terms and conditions, about the readiness of the goods for the transfer. The goods shall not be recognized as ready for the transfer if they have not been identified for the purposes of the contract by way of marking or in some other way.
2. In instances where the seller's duty to deliver the goods or transfer the goods at the location thereof to the buyer does not follow from the contract, the seller's duty to hand the goods over to the buyer shall be deemed to have been performed at the moment of delivering the goods to the carrier or organization engaged for delivering the goods to the buyer, unless otherwise provided by the contract.
Article 459. Transfer of Risk of Accidental Loss of Goods
1. Unless otherwise provided by the contract, the risk of accidental loss of or accidental damage to the goods shall pass to the buyer from the moment when, in accordance with a law or contract, the seller is deemed to have performed his duty to transfer the goods to the buyer.
2. The risk of accidental loss of or accidental damage to the goods sold while en route shall pass to the buyer from the moment of concluding the sale contract, unless otherwise provided by such contract or business customs.
The contract clause saying that the risk of accidental loss of or accidental damage to the goods shall pass to the buyer from the moment when the goods have been handed over to the first carrier, may at the buyer's demand be deemed invalid by a court if at the moment of concluding the contract the seller knew and should have known that the goods were lost or damaged and did not inform the buyer thereof.
Article 460. Seller's Duty to Transfer Goods Free of Rights of Third Parties
1. The seller shall be obliged to transfer the goods to the buyer free of any rights on the part of third parties, except in the instance where the buyer has agreed to accept the goods encumbered by the rights of third parties. The non-observance of this duty by the seller shall entitle the buyer to demand that the purchase price of the goods be reduced or the contract be cancelled, unless it will be proved that the buyer knew or should have known of the third parties' rights to these goods.
2. The rules provided by point 1 of the present Article shall accordingly apply also in the instance where third parties had claims with regard to the goods at the moment of transferring them to the buyer, of which the buyer was aware of, if these claims were subsequently deemed in the established procedure to be justified.
Article 461. Seller's Responsibility in Case of Withdrawal of Goods from Buyer
1. If goods are withdrawn from the buyer by third parties on the grounds which arose before the fulfilment of a contract, the seller shall be obliged to compensate the buyer for losses caused, unless he proves that the buyer knew or should have known about the presence of such grounds.
2. An agreement between the parties to release the seller from responsibility in the event that the acquired goods have been taken from the buyer at third parties' demand shall be invalid.
Article 462. Duties of Buyer and Seller in Case of Presentation of Claim for Withdrawal of Goods
1. If a third party upon the ground that has arisen prior to the execution of the sale contract presents to the buyer a claim for the withdrawal of goods, the buyer shall be obliged to involve the seller to participate in the case, whereas the seller shall be obliged to participate in the case on the buyer's side.
The buyer's failure to draw the seller to participation in the case shall release the seller from responsibility to the buyer if the seller proves that by having taken part in the case he could have prevented the withdrawal of sold goods from the buyer.
The seller who was invited by the buyer to take part in the case but never participated in it, shall be deprived of the right to prove the buyer's improper conduct of the case.
Article 463. Consequences of Failure to Perform Duty to Transfer Goods
1. If the seller refuses to transfer the sold goods to the buyer, the buyer shall have the right to refuse to execute the sale contract.
2. If the seller refuses to transfer a specified thing, the buyer shall have the right to present claims to the seller as provided by Article 398 of the present Code.
Article 464. Consequences of Failure to Perform Duty to Transfer Accessories and Documents Pertaining to Goods
If the seller has not transferred or refuses to transfer to the buyer the accessories or documents pertaining to the goods which he must transfer in accordance with a law, other legal acts, or sale contract (Article 456[2]), the buyer shall have the right to set a reasonable period of time for him to transfer them.
Should the seller fail to transfer the accessories or documents pertaining to the goods within the specified period, the buyer shall have the right to refuse the goods, unless otherwise provided by the contract.
Article 465. Quantity of Goods
1. The quantity of goods to be transferred to the buyer shall be specified by a sale contract in relevant measurement units or in terms of money. A clause specifying the quantity of goods may be agreed by establishing in the contract a procedure for the determination thereof.
2. If a sale contract does not enable to determine the quantity of goods to be transferred, the contract shall be deemed to have not been concluded.
Article 466. Consequences of Violation of Quantity Clause of Contract
1. If the seller in violation of the sale contract has transferred to the buyer a quantity of goods smaller than that specified by the contract, the buyer shall have the right, unless otherwise provided by the contract, either to demand that the vantage of goods be transferred or to refuse the goods transferred and refuse to pay therefore and, should the goods have already been paid for, to demand that the sum of money paid be returned.
2. If the seller has transferred to the buyer a quantity of goods exceeding that specified in the sale contract, the buyer shall be obliged to notify the seller thereof in the procedure provided by Article 483(1) of the present Code. If within a reasonable period of time from the receipt of the buyer's notification the seller fails to dispose of the goods in question, the buyer shall have the right, unless otherwise provided by the contract, to accept the entire quantity.
3. If the buyer has accepted a quantity of goods exceeding that specified in the sale contract (point 2 of the present Article), the additionally accepted goods shall be paid for at the price established for the goods accepted under contract, unless a different price has been determined by agreement of the parties.
Article 467. Assortment of Goods
1. If under a sale contract the goods are to be transferred in certain proportions by types, models, sizes, colours or other parameters (assortment), the seller shall be obliged to transfer to the buyer the assortment of goods agreed by the parties.
2. If the assortment has not been specified in the sale contract and the contract has not established a procedure to determine it, but it follows from the essence of the obligation that the goods must be transferred to the buyer in assortment, the seller shall have the right to transfer to the buyer the goods in assortment proceeding from the buyer's needs which were known to the seller at the moment of concluding the contract or he shall have the right to refuse to execute the contract.
Article 468. Consequences of Violation of Assortment Clause of Contract
1. If the seller transfers goods under contract in the assortment out of the accordance with the contract, the buyer shall have the right to refuse to accept them and pay for them and, should they have already been paid for, to demand that the sum of money paid be returned.
2. If the seller, alongside the goods whose assortment complies with the contract, has transferred to the buyer the goods in violation of the contract's assortment clause, the buyer shall have the right, at his discretion, to:
- accept the goods complying with the contractual assortment terms and refuse the rest of the goods;
- refuse all transferred goods;