Chương XVI Bộ luật Dân sự 2015: Một số hợp đồng thông dụng

Chapter XVI

COMMON CONTRACTS

Section 1. SALE CONTRACTS OF PROPERTY

Article 430. Sale contract of property

Sale contract means an agreement between parties whereby a seller is obligated to transfer the ownership rights of property to the purchaser and the purchaser is obligated to make a payment to the seller.

Sale contracts of houses or sale contracts of houses for other purposes shall comply with this Code, the Law on Housing and relevant laws.

Article 431. Subject matter of sale contracts

1. Each property prescribed in this Code may be the subject matter of a sale contract. If a property is banned or restricted from transfer as prescribed by laws, it shall become a subject matter of a sale contract if it complies with the regulations of such laws.

2. The property is under ownership of the seller and the seller has the right to sell it.

Article 432. Quality of objects for sale

1. The quality of an object for sale and purchase shall be as agreed by the parties.

2. Where the quality of an object has been proclaimed or is provided by a competent authority, the quality of the object agreed by the parties shall not be lower than the quality proclaimed standard or the stipulations of the competent authority.

3. Where parties have not agreed on or agree unclearly on the quality of the object for sale, its quality shall conform to requirements pertaining to quality of the object proclaimed or prescribed by a competent authority or by industry standards.

If there is no quality standard, regulations of a competent authority and industry standard in terms of an object for sale, its quality shall be determined according to normal standards or separate standards in conformity with the purposes of entering into contract and as prescribed in the Law on consumers’ right protection.

Article 433. Price and method of payment

1. Price shall be as agreed by the parties or as determined by a third person at the request of the parties. With respect to property in a transaction for which a competent authority has provided price and method of payment, the parties shall reach an agreement in accordance with such regulations.

2. Where parties reach no agreement or reach an agreement with unclear terms about price and method of payment, the price shall be determined according to the market price and the method of payment shall be determined according to the customary practice at the time and place of entering into the contract.

Article 434. Time limits for performance of sale contracts

1. The time limit for performance of a sale contract shall be as agreed by the parties. The seller must deliver the property to the purchaser at the agreed time. The seller may only deliver the property prior to the time limit with the consent of the purchaser.

2. Where the parties have not agreed on a time limit for delivery of the property, the purchaser has the right to demand, at any time, the seller to deliver the property and the seller also has the right to demand, at any time, the purchaser to accept the property, but the parties must give an advanced reasonable notice to each other.

3. The purchaser shall make the payment according to the agreed time. Where the parties have no agreement or have an unclear agreement on the time limit for payment, the purchaser must pay immediately upon receipt of the property or documents proving the ownership of the property.

Article 435. Place for delivery of property

The place for delivery of the property shall be as agreed by the parties. If there is no agreement, Clause 2 of Article 277 of this Code shall apply.

Article 436. Method for delivery of property

1. Property shall be delivered by the method as agreed by the parties. If there is no agreement on the method for delivery of the property, the property shall be delivered at one time directly to the purchaser.

2. If the parties agreed that the seller shall deliver property to the purchaser many times, but the seller violates obligation of delivery in a certain time, the purchaser may cancel the part of contract related to such violation and claim compensation.

Article 437. Liability in respect of delivery of objects in incorrect quantities

1. Where a seller delivers objects in a quantity which is more than that agreed, the purchaser has the right to accept or not to accept the excess. If it accepts the excess, payment shall be made in accordance with the agreement on the excess.

2. Where a seller delivers objects in a quantity which is less than that agreed, the purchaser has one of the following rights:

a) Accept the amount delivered and set a time limit for the seller to deliver the amount outstanding;

b) Accept the amount delivered and demand compensation for damage;

c) Cancel the contract and demand compensation for damage if the violation prevents the purchaser from achieving the purposes of enter into the contract.

Article 438. Liability in respect of delivery of incomplete integrated objects

1. Where an integrated object is delivered incomplete, thereby rendering the object unusable, the purchaser has one of the following rights:

a) Accept the object and demand the seller to deliver the remaining parts, demand compensation for damage, and postpone payment in respect of the parts received until the missing parts are delivered;

b) Cancel the contract and demand compensation for damage.

2. Where a purchaser has paid for, but not yet accepted, the delivery of an incomplete integrated object, the purchaser shall be paid interest on the amount pre-paid as agreed by the parties provided it does not exceed the interest rate prescribed in Clause 1 Article 468 of this Code. If the parties do not agree the interest rate, Clause 2 Article 468 of this Code shall apply and the purchaser may demand the seller to compensate for damage due to the delivery of the incomplete integrated object from the time when the contract is required to be performed to the time when the complete integrated object is delivered.

Article 439. Liability in respect of delivery of objects of incorrect type

Where an object delivered is of an incorrect type, the purchaser has one of the following rights:

1. Accept the object and pay the agreed price;

2. Demand delivery of an object of the correct type and compensation for damage;

3. c) Cancel the contract and demand compensation for damage if the delivery of incorrect type prevents the purchaser from achieving the purposes of enter into the contract.

With regard to an object including many types, if the seller fails to deliver it in conformity with the agreement, the purchaser may cancel the part of contract related to such object and claim compensation.

Article 440. Obligation to make payment

1. A purchaser must pay the full price at the agreed place and time.

2. If the parties only agree on time limit for delivery of object, the time limit for payment shall be determined equivalent to the time limit for delivery of object. If the parties do not agree on time limit for delivery of object and payment, the purchaser must make payment upon the receipt of the object.

3. If the purchaser fails to make payment, he/she/it must pay interest on the late payment as prescribed in Article 357 of this Code.

Article 441. Transfer of risks

1. The seller shall bear all risks of the property until the property is delivered to the purchaser, the purchaser shall bear all risks of the property from the time of acceptance of the property, unless otherwise agreed or prescribed by law.

2. Where the law requires that ownership rights with respect to property which is the subject matter of a contract for sale and purchase must be registered, the seller bear all risks until the completion of the registration procedures and the purchaser bear all risks from the completion of the registration procedures, unless otherwise agreed.

Article 442. Transport costs and costs related to transfer of ownership rights

1. Transport costs and costs related to transfer of ownership rights shall be agreed by the parties, unless otherwise prescribed by law.

2. Where the parties do not reach an agreement or reach an unclear agreement on transport costs and costs related to transfer of ownership rights, those costs shall be determined according to the costs proclaimed or prescribed by a competent authority or industry standards.

3. If there is no basis prescribed in Clause 1 and Clause 2 of this Article, the transport costs and costs related to transfer of ownership rights shall be determined according to normal standards or separate standards in conformity with the purposes of entering into contract.

4. Where the parties have not agreed on and the law does not provide transport costs and costs related to transfer of ownership rights, the seller shall be liable for the costs of transportation to the place of delivery of the property and the costs related to the transfer of the ownership rights.

Article 443. Obligation to provide information and instructions for use

A seller has the obligation to provide a purchaser with necessary information on the property for sale and instructions on the use of the property. If the seller fails to perform this obligation, the purchaser has the right to require the seller to perform such obligation within a reasonable time limit and, if the seller still fails to perform such obligation that prevents the purchaser from achieving the purposes of entering into the contract, the purchaser has the right to cancel the contract and demand compensation for damage.

Article 444. Assurances as to ownership rights of purchasers with respect to purchased property

1. A seller has the obligation to assure that the ownership rights with respect to the property sold to a purchaser are not disputed by a third person.

2. Where ownership rights with respect to property are disputed by a third person, the seller must support the purchaser in protecting the interests of the purchaser. If a third person has the ownership rights with respect to all or part of the property for sale and purchase, the purchaser has the right to cancel the contract and require the seller to compensate for damage.

3. Where a purchaser knows or should know that property for sale and purchase is under the ownership of a third person but, nevertheless, purchases the property, the purchaser must return the property to the owner and does not have the right to demand compensation for damage.

Article 445. Assurances as to quality of objects for sale

1. A seller must assure the utility value or the characteristics of the object for sale and purchase. If, after having purchased an object, a purchaser discovers defects which cause the object to lose its value or diminish its utility value, the purchaser must notify the seller immediately of such defects and has the right to require the seller to repair or replace the defective object with another object, to reduce its price and to compensate for damage, unless otherwise agreed.

2. A seller must assure that an object for sale corresponds to descriptions on any package, to any trademark or to any sample selected by the purchaser.

3. A seller shall not be liable for any defect of an object in the following cases:

a) Where the purchaser knew or should have known of the defect at the time of purchase;

b) Where the object was sold at an auction or a second-hand shop;

c) Where the purchaser was at fault for causing the defect.

Article 446. Warranty obligation

If agreed by parties or provided by law, a seller has the obligation to provide a warranty for the object for sale and purchase for a certain period, hereinafter referred to as the warranty period.

The warranty period shall be calculated from the time when the purchaser has the obligation to accept the object.

Article 447. Right to claim on warranty

If a purchaser discovers a defect in a purchased object during the warranty period, it has the right to require the seller to repair the object free of charge, or reduce its price or replace it with another object, or it has the right to return the object in exchange for a refund.

Article 448. Repairs of objects during warranty periods

1. A seller must repair a defective object and assure that it satisfies the quality standards or characteristics as undertaken.

2. A seller shall pay the costs for repairing a defective object and for transporting it from the place of residence or head office of the purchaser to the place of repair and vice versa.

3. A purchaser has the right to require the seller to complete the repairs within a time limit agreed by the parties or within a reasonable time. If the seller is not able to make or complete the repairs within such time, the purchaser has the right to demand a price reduction or replacement of the defective object with another object, or it has the right to return the object in exchange for a refund.

Article 449. Compensation for damage during warranty periods

1. In addition to demanding the performance of warranty obligations, a purchaser has the right to require the seller to compensate for damage caused during the warranty period due to technical defects of the object.

2. A seller shall not be liable to compensate for damage if it is able to prove that the damage was caused due to the fault of the purchaser. The seller shall be entitled to a reduction in the amount of compensation for the damage where the purchaser has failed to take all necessary measures available to it to mitigate the damage.

Article 450. Sale of property rights

1. Where property rights are sold, a seller must deliver the relevant documents and complete the procedures for transferring the ownership rights to the purchaser and the purchaser must pay the seller.

2. Where property rights are the right to demand payment of a debt and the seller has guaranteed the ability to pay of the debtor, the seller must be jointly liable for payment if the debt falls due and the debtor fails to pay.

3. The time when ownership rights with respect to property rights are transferred is the time when a purchaser receives documents evidencing the ownership rights with respect to the property rights, or the time when the transfer of the ownership rights is registered if so provided by law.

Article 451. Auctions

Property may be sold at an auction as required by the owner or as provided by law. A sale by auction of multiple ownership property must have the consent of all owners, unless otherwise agreed or otherwise provided by law.

The auction must be conducted in conformity of principles of objective, public and transparent, assurance of lawful rights and interests of the participants and in accordance with law on auction.

Article 452. Purchases after trial use

1. Parties may agree on the trial use of purchased property by the purchaser for a period, hereinafter referred to as the trial use period. During the trial use period, the purchaser may inform the seller whether or not the purchaser wishes to make the purchase. If the purchaser fails to inform the seller prior to the expiry of the trial use period, the purchaser shall be deemed to have accepted the purchase on the terms agreed prior to the property being received for trial use.

If the parties do not reach an agreement and reach an unclear agreement on the trial use period, such period shall be determined according to the customary practice of the transactions with the same subject matter.

2. During the trial use period, property shall remain under the ownership of the seller. The seller shall bear all risks of the property, unless otherwise agreed. During the trial use period, the seller may not sell, give, lease, exchange, mortgage or pledge the property until the purchaser informs the seller whether or not it wishes to make the purchase.

3. Where a prospective purchaser informs the seller that it does not wish to make the purchase, the prospective purchaser must return the property to the seller and must compensate the seller if the prospective purchaser loses or damages the trial property. The prospective purchaser shall not be liable for normal wear and tear caused by the trial use and shall not have to return any yield derived from the trial use.

Article 453. Purchases by deferred payment or payment in instalments

1. Parties may agree that the purchaser may purchase by deferred payment or payment in instalments of the purchase price within a time limit after delivery of the purchased property. The seller has title retention of the property sold until the purchaser has paid the purchase price in full, unless otherwise agreed.

2. Contracts for purchase by deferred payment or payment in instalments shall be made in writing. The purchaser may use the property purchased by deferred payment or payment in instalments and bear all risks during the period of use, unless otherwise agreed.

Article 454. Buy-back of property sold

1. A seller and purchaser of property may agree that the seller has the right to buy-back the property within a period of time following the sale (hereinafter referred to as the buy-back period).

The buy-back period for property shall be as agreed by the parties but shall not exceed one year in respect of moveable property, and five years in respect of immoveable property, from the time of delivery of the property, unless otherwise prescribed by law. During this period, the seller may buy back the property at any time provided that reasonable prior notice is given to the purchaser. The buy-back price shall be the market price at the time when and place where the buy-back occurs, unless otherwise agreed.

2. During the buy-back period, a purchaser may not sell, exchange, give, lease, mortgage or pledge the property, and shall bear all risks with respect to the property, unless otherwise agreed.

Section 2. CONTRACTS FOR EXCHANGE OF PROPERTY

Article 455. Contracts for exchange of property

1. Contract for the exchange of property means an agreement between parties whereby they deliver property, and transfer the ownership rights thereto, to each other.

2. A contract for the exchange of property must be made in writing, and must be notarized, certified or registered if so provided by law.

3. Where one party exchanges with another party property which it does not own or property in respect of which it has no authorization from the owner, the other party may cancel the contract and demand compensation for damage.

4. Each party shall be deemed to be the seller of the property delivered to the other party and the purchaser of the property delivered to it. The provisions on contracts for sale and purchase in articles 430 to 439 inclusive and articles 449 to 454 inclusive of this Code shall also apply to contracts for the exchange of property.

Article 456. Settlement of differences in value

Where exchanged property differs in value, the parties must settle that difference between themselves, unless otherwise agreed or otherwise provided by law.

Section 3. CONTRACTS FOR GIFTS OF PROPERTY

Article 457. Contracts for gifts of property

Contract for a gift of property means an agreement between parties whereby the giver delivers its property and transfers its ownership rights to the recipient without requiring compensation and the recipient agrees to accept the gift.

Article 458. Gifts of moveable property

1. A contract for a gift of moveable property shall take effect when the recipient accepts the property, unless otherwise agreed.

2. Where the law requires the ownership rights with respect to such moveable property to be registered, the contract shall take effect from the time of registration.

Article 459. Gifts of immoveable property

1. A gift of immoveable property must be recorded in writing and notarized or certified, and must be registered if the law on immoveable property requires registration of ownership.

2. A contract for a gift of immoveable property shall take effect from the time of registration. In the case of immoveable property for which no registration of ownership rights is required, the gift contract shall take effect from the time when the property is delivered.

Article 460. Liability in respect of intentional gift of property not under one's ownership

Where a giver intentionally gives property which is not under its ownership and the recipient does not know or is not able to know, such giver must reimburse the recipient for expenses incurred by the recipient in increasing the value of the property at such time as it is reclaimed by the owner.

Article 461. Disclosure of defects in gifts

A giver has the obligation to notify the recipient of any defects in a gift. If the giver knows about defects in a gift but fails to provide notice thereof, the giver must be liable to compensate for damage caused to the recipient; but if the giver does not know about defects in a gift, the giver shall not be liable to compensate for damage.

Article 462. Conditional gifts of property

1. A giver may require a recipient to perform one or several civil obligations prior to or after the giving of a gift. The conditions for giving a gift must not contravene the law or social morals.

2. Where a recipient performs an obligation required to be performed as a condition to the giving of a gift and the giver fails to deliver the gift, the giver must pay for the obligation already performed by the recipient.

3. Where a recipient fails to perform an obligation required to be performed after the giving of a gift, the giver may reclaim the gift and demand compensation for damage.

Section 4. CONTRACTS FOR LOAN OF PROPERTY

Section 463. Contracts for loan of property

Contract for the loan of property means an agreement between parties whereby a lender delivers property to a borrower. When the loan falls due, the borrower must repay the lender property of the same type in accordance with the correct quantity and quality, and must pay interest if so agreed or so provided by law.

Article 464. Ownership rights with respect to property lent

A borrower shall become the owner of borrowed property from the time of delivery of the property.

Article 465. Obligations of lenders

1. Deliver the property to the borrower in full, strictly in accordance with the quality and quantity, and at the time and place, agreed.

2. Compensate the borrower for any damage where the lender knows that the property is not of the agreed quality but fails to notify the borrower, unless the borrower accepts the property with knowledge that the property is not of the agreed quality.

3. Do not demand the borrower to return the property prior to the due date, except in the cases provided in article 470 of this Code or relevant laws.

Article 466. Obligations of borrowers to repay loans

1. Where the property lent is a sum of money, the borrower must repay the lender the loan in full when due. If the property is an object, the borrower must deliver to the lender an object of the same type, quantity and quality, unless otherwise agreed.

2. Where a borrower is not able to deliver an object, it may, with the consent of the lender, repay the value of the borrowed object, in cash, as at the time and place of delivery.

3. The place for repayment of a loan shall be the place of residence or head office of the lender, unless otherwise agreed.

4. If a borrower fails to repay all or any instalment of an interest-free loan, in whole or in part, when payment falls due, the borrower must, if the parties so agree, pay interest on the overdue amount from the due date until the date on which payment is made, at the basic interest rate prescribed in Clause 2 Article 468 of this Code, unless otherwise agreed or otherwise prescribed by law.

5. If a borrower fails to repay, in whole or in part, a loan with interest, the borrower must pay:

a) Interest on the principal as agreed in proportion to the overdue loan term and interest at the rate prescribed in Clause 2 Article 468 in case of late payment;

b) Overdue interest on the principal equals one hundred and fifty (150) per cent of the interest rate in proportion to the late payment period, unless otherwise agreed.

Article 467. Use of borrowed property

Parties may agree that borrowed property may only be used for the agreed purpose of the loan. The lender may check the use of the property and may demand its early return if, despite warning, the borrower continues to use the property contrary to the agreed purpose.

Article 468. Interest rates

1. The rate of interest for a loan shall be as agreed by the parties.

The rate of interest for a loan agreed by the parties may not exceed 20% per year, unless otherwise prescribed by law. According to actual conditions and at the proposal of the Government, the Standing Committee of National Assembly shall adjust the above interest and send report to the National Assembly at the latest session.

If the agreed interest exceeds the maximum interest prescribed in this Clause, the agreed interest shall become invalid.

2. Where parties agree that interest will be payable but fail to specify the interest rate, or where there is a dispute as to the interest rate, the interest rate for the duration of the loan shall equal 50% of the maximum interest prescribed in Clause 1 of this Article at the repayment time.

Article 469. Performance of contracts for loans without fixed term

1. With respect to a contract for an interest-free loan without a fixed term, the lender may reclaim the property, and the borrower may repay the debt, at any time provided that each party gives reasonable prior notice to the other party, unless otherwise agreed.

2. With respect to a contract for a loan with interest without a fixed term, the lender may reclaim the property at any time, subject to giving reasonable prior notice to the borrower, and shall be paid interest until the time when the property is returned. The borrower may also return the property at any time, subject to giving reasonable prior notice to the lender, in which case the borrower shall pay interest only up to the date on which repayment is made.

Article 470. Performance of contracts for fixed term loans

1. With respect to a contract for a fixed term interest-free loan, the borrower may return the property at any time, subject to giving reasonable prior notice to the lender. The lender may reclaim the property prior to the due date, subject to the consent of the borrower.

2. With respect to a contract for a fixed term loan with interest, the borrower may return the property prior to the due date, but must pay interest for the entire term, unless otherwise agreed or otherwise prescribed by law.

Article 471. "Họ, hụi, biêu, phường"

1. "Họ, hụi, biêu, phường" (hereinafter referred to as "ho") means a form of transaction regarding property in accordance with customary practice on the basis of an agreement reached by a group of people who assemble together and jointly determine the number of people, the term, the amount of money or other property, the form of contribution and payment of "ho", and the rights and obligations of the members of the group.

2. "Ho" is aimed at mutual assistance of citizens and shall be implemented in accordance with law.

3. If "ho" is organized with interest, it shall comply with this Code.

4. It shall be strictly prohibited to organize "ho" in the form of lending at high interest rates.

Section 5. CONTRACTS FOR LEASE OF PROPERTY

Sub-section 1. GENERAL PROVISIONS ON CONTRACTS FOR LEASE OF PROPERTY

Article 472. Contracts for lease of property

Contract for lease of property means an agreement between parties whereby a lessor delivers property to a lessee for use during a fixed term and the lessee is required to pay rent.

Lease contracts of houses or lease contracts of houses for other purposes shall comply with this Code, the Law on Housing and relevant laws.

Article 473. Rent

1. Rent for a lease of property shall be as agreed by the parties or determined by a third party at the request of the parties, unless otherwise prescribed by law.

2. Where parties reach no agreement or reach an agreement with unclear terms about the rent, it shall be determined according to the market price at the time and place of entering into the contract.

Article 474. Lease term

1. The term of a lease shall be as agreed by the parties. If there is no agreement, the term of the lease shall be determined according to the purpose of the lease.

2. Where parties have not agreed on the term of a lease or where the term of a lease is not able to be determined according to the purpose of the lease, the lease shall terminate when the lessee has achieved the purpose of the lease.

Article 475. Sub-leases

A lessee may sub-lease leased property with the consent of the lessor.

Article 476. Delivery of leased property

1. A lessor must deliver property to the lessee strictly in accordance with the agreed quantity, quality, type and condition and at the agreed place and time, and must provide information necessary for use of the property.

2. Where a lessor is late in delivering property, the lessee may extend the time for the delivery of the property or may cancel the contract and demand compensation for damage. If the leased property is not of the quality agreed, the lessee has the right to require the lessor to repair the property or reduce the rent, or to cancel the contract and demand compensation for damage.

Article 477. Obligation to assure utility value of leased property

1. A lessor must assure that leased property is in the condition agreed and is suitable for the purpose of the lease contract for the entire term of the lease. The lessor must repair any damage to or defect in the leased property, with the exception of minor damage which the lessee must repair in accordance with customary practice.

2. Where the utility value of leased property decreases otherwise than due to the fault of the lessor, the lessee has the right to demand the lessor:

a) Repair the property;

b) Reduce the rent;

c) Replace the property or, if the leased property is beyond repair and the purpose of the lease is not able to be achieved as a result or if the property has defects which the lessee did not know of, the lessee may terminate unilaterally the performance of the contract and demand compensation for damage.

3. Where a lessee demands repair but the lessor fails to repair in time or at all, provided that the lessee informs the lessor, the lessee has the right to repair personally the leased property and has the right to require the lessor to reimburse the costs of repair.

Article 478. Obligation to assure right of lessees to use property

1. A lessor must assure the right of a lessee to uninterfered use of the property.

2. In the event of a dispute as to the ownership rights with respect to leased property, which interferes with use of that property by the lessee, the lessee has the right to terminate unilaterally the performance of the contract and demand compensation for damage.

Article 479. Obligation to take care of leased property

1. A lessee shall take care of leased property as if it were its own and shall carry out minor repairs and maintenance. If the lessee causes any loss of or damage to the property, it must compensate the lessor.

The lessee shall not be liable for normal wear and tear due to the use of the leased property.

2. A lessee may, with the consent of the lessor, carry out repairs and improvements to leased property which increase its value and may require reimbursement from the lessor for reasonable costs incurred.

Article 480. Obligation to use leased property strictly in accordance with utility and purpose

1. A lessee must use leased property strictly in accordance with its utility and the agreed purpose.

2. Where a lessee fails to use leased property strictly in accordance with its utility and purpose, the lessor has the right to terminate unilaterally the performance of the contract and to demand compensation for damage.

Article 481. Payment of rent

1. A lessee must pay rent in full and on time as agreed. If there is no agreement on the time for payment of rent, the time shall be determined in accordance with the customary practice at the place of payment. If it is not possible to determine the time of payment in accordance with such customary practice, the lessee must make payment when the lessee returns the leased property.

2. Where the parties have agreed on payment of rent in instalments, if the lessee fails to make payment for three consecutive instalments, the lessor has the right to terminate unilaterally the performance of the lease contract, unless otherwise agreed or otherwise provided by law.

Article 482. Return of leased property

1. A lessee must return leased property in the same condition in which it was received, normal wear and tear excepted, or in the condition agreed. If the value of the leased property has decreased in comparison with its condition at the time it was received, the lessor has the right to demand compensation for any damage, normal wear and tear excepted.

2. Where leased property is moveable property, the place for returning the leased property shall be the place of residence or head office of the lessor, unless otherwise agreed.

3. Where leased property is livestock, the lessee must return both the leased livestock and any offspring born during the term of the lease, unless otherwise agreed. The lessor must reimburse the lessee for expenses incurred in caring for the offspring.

4. Where a lessee is late in returning leased property, the lessor has the right to require the lessee to return the leased property and to pay rent for the period of delay and the lessee must compensate for damage. The lessee must pay a penalty for the late return of the leased property if so agreed.

5. The lessee must bear the risk in relation to the leased property during the period of delay.

Sub-section 2. CONTRACTS FOR "THUE KHOAN" OF PROPERTY

Article 483. Contracts for "thue khoan" of property

Contract for "thue khoan" of property means an agreement between parties whereby a "thue khoan" lessor delivers the property to a "thue khoan" lessee for the exploitation of its utility and for the enjoyment of the yield and income derived from such property and the lessee has the obligation to pay rent.

Article 484. Subject matter of contracts for "thue khoan" of property

The subject matter of a contract for "thue khoan" may be land, forest, and water surfaces which have not been exploited, livestock, production and business facilities, and other means of production together with the equipment required to exploit the utility of such property and to enjoy the benefits and income derived therefrom, unless otherwise provided by law.

Article 485. Terms of "thue khoan"

The term of a "thue khoan" shall be agreed by parties. If the parties do not reach an agreement and reach an unclear agreement on the term of “thue khoan”, such period shall be determined according to the production or business cycle appropriate to the nature of the subject matter of the "thue khoan".

Article 486. Rent in respect of "thue khoan"

Rent in respect of a "thue khoan" shall be as agreed by the parties. If a "thue khoan" is awarded by tender, the rent in respect of such "thue khoan" shall be determined in the bidding process.

Article 487. Delivery of "thue khoan" property

Upon delivery of "thue khoan" property, parties must record their assessment of the condition and value of the property.

If the parties are not able to determine the value, a third person shall be invited to determine the value. Such determination shall be made in writing.

Article 488. Payment of "thue khoan" rent and method of payment

1. "Thue khoan" rent may be paid in kind or money, or by performance of acts.

2. A "thue khoan" lessee must pay "thue khoan" rent in full even where the lessee does not exploit the utility of the "thue khoan" property.

3. When entering into a contract for "thue khoan", parties may agree on conditions for a reduction in rent. If at least one third of the benefits or income is lost due to an event of force majeure, a "thue khoan" lessee may demand a reduction of or exemption from rent, unless otherwise agreed.

4. Where a "thue khoan" lessee must pay in kind according to the season or cycle in the exploitation of the utility of the "thue khoan" property, payment must be made at the end of such season or cycle, unless otherwise agreed.

5. Where a "thue khoan" lessee is required to perform an act, the "thue khoan" lessee must perform that particular act.

6. Repayment term of “thue khoan” shall be agreed by the parties. If the parties have no agreement, the lessee has to pay on the last day of each month; in case the “thue khoan” follows the business cycle, the payment must be made at the end of the business cycle at the latest.

Article 489. Exploitation of "thue khoan" property

A "thue khoan" lessee must exploit "thue khoan" property strictly in accordance with the agreed purpose and must inform the "thue khoan" lessor periodically of its condition and its exploitation. If the "thue khoan" lessor demands or requires information at any other time, the "thue khoan" lessee must provide such information promptly. If the "thue khoan" lessee does not exploit the "thue khoan" property strictly in accordance with the agreed purpose, the "thue khoan" lessor has the right to terminate unilaterally the performance of the contract and demand compensation for damage.

Article 490. Taking care, maintenance and disposal of "thue khoan" property

1. During the period of exploitation of the "thue khoan" property, the "thue khoan" lessee must take care of and preserve the "thue khoan" property and any related equipment at its own expense, unless otherwise agreed. If the "thue khoan" lessee loses or damages the "thue khoan" property or causes any loss or reduction in its value, the "thue khoan" lessee must compensate for damage. The "thue khoan" lessee shall not be liable for normal wear and tear due to the use of the "thue khoan" property.

2. A "thue khoan" lessee may replace or improve "thue khoan" property if the parties so agree, but must preserve its value.

A "thue khoan" lessor must reimburse a "thue khoan" lessee for the reasonable expenses incurred in replacing or improving the "thue khoan" property as agreed.

3. A "thue khoan" lessee may not sub-lease "thue khoan" property without the consent of the "thue khoan" lessor.

Article 491. Enjoyment of benefits and liability for damage with respect to "thue khoan" livestock

During the term of a "thue khoan" of livestock, the "thue khoan" lessee shall be entitled to enjoy half of the number of offspring born and shall be liable for half of any damage of the "thue khoan" livestock caused by an event of force majeure, unless otherwise agreed.

Article 492. Unilateral termination of performance of contracts for "thue khoan"

1. Where a party terminates unilaterally the performance of a "thue khoan" contract, that party must give reasonable prior notice to the other party. If the "thue khoan" is based on a season or cycle of exploitation, the period of prior notice must conform to such season or cycle.

2. Where a "thue khoan" lessee breaches an obligation and the exploitation of the "thue khoan" property is the sole means of livelihood of the lessee and continuation of the "thue khoan" would not seriously affect the interests of the "thue khoan" lessor, the "thue khoan" lessor may not terminate unilaterally the performance of the contract. In such case, the "thue khoan" lessee must undertake to the "thue khoan" lessor not to commit further breaches of the contract.

Article 493. Return of "thue khoan" property

Upon termination of a "thue khoan" contract, the "thue khoan" lessee must return the "thue khoan" property in a condition which takes into account the agreed depreciation. If the "thue khoan" lessee has caused any reduction in the value of the "thue khoan" property, the "thue khoan" lessee must compensate for damage.

Section 6. CONTRACTS FOR BORROWING PROPERTY

Article 494. Contracts for borrowing property

Contract for borrowing property means an agreement between parties whereby a lender delivers property to a borrower for use free of charge for a period of time and the borrower returns the property at the end of the period of time or when the purpose of the borrowing has been achieved.

Article 495. Subject matter of contracts for borrowing property

Any non-consumable object may be the subject matter of a contract for borrowing property.

Article 496. Obligation of borrowers of property

1. Take care of and preserve the borrowed property and not to change the condition thereof at the volition of the borrower. The borrower must repair any normal damage to the property.

2. Do not on-lend the property to any other person without the consent of the lender.

3. Return the borrowed property on the due date. If there is no agreement on the time for returning the property, the borrower must return the property immediately after the purpose of the borrowing has been achieved.

4. Compensate for damage where the borrower causes damage to or loss of the borrowed property.

5. The borrower must bear the risk in relation to the borrowed property during the period of late return.

Article 497. Rights of borrowers of property

1. Use the borrowed property strictly in accordance with its utility and agreed purpose.

2. Require the lender to reimburse reasonable expenses incurred in carrying out repairs or improvements to the borrowed property which increase its value if so agreed.

3. Do not bear liability for normal wear and tear of the borrowed property.

Article 498. Obligations of lenders of property

1. Provide necessary information on the use of the property and its defects, if any.

2. Reimburse the borrower for expenses incurred in carrying out repairs or improvements to the borrowed property which increase its value if so agreed.

3. Where the lender knows but fails to notify the borrower of a defect in the property which results in damage to the borrower, to compensate the borrower for such damage, except where the borrower knows or should know of such defect.

Article 499. Rights of lenders of property

1. Reclaim the property immediately after the borrower has achieved its purpose where there is no agreement on the borrowing period. If the lender suddenly and urgently needs to use the borrowed property, the lender may reclaim it upon giving reasonable prior notice to the borrower, even if the borrower has not yet achieved its purpose.

2. Reclaim the property where the borrower fails to use it strictly in accordance with the agreed purpose, utility, or method or where the borrower on-lends the property without the consent of the lender.

3. Demand compensation for damage to the property caused by the borrower.

Section 7. CONTRACTS OF LAND USE RIGHTS

Article 500. Contract of land use rights

The contract of land use rights means the agreement between the parties that the land user convert, transfer, lease, sublease, donate, mortgage and contribute land use rights as capital or exercise other rights to the other party as prescribed in the Law on land; and the other party shall exercise rights and perform obligations according to the contract to the land user.

Article 501. Contents of contract of land use rights

1. General provisions on contracts and the content of common contracts related in this Code shall also apply to contracts on land use rights, unless otherwise provided by law.

2. Contents of the contract of land use rights are not contrary to the provisions of the purpose of use, the duration of land use, zoning, land use planning and the rights and obligations stipulated by law on land and other provisions of relevant laws.

Article 502. Forms and procedures for performing contract of land use rights

1. Contracts relating to land use rights must be made in writing in the form consistent with the provisions of this Code, the law on land and other provisions of relevant laws.

2. The performance of the contract for the land use rights must follow the procedures prescribed by the law of the land and other provisions of relevant laws.

Article 503. Effect of the transfer of land use rights

The transfer of land use rights shall be effect from the date of registration under the provisions of the law on land.

Section 8. COOPERATION CONTRACT

Article 504. Cooperation contract

1. A cooperation contract means an agreement between natural and/or juridical persons regarding the property contribution, effort to perform certain jobs, the same benefit and mutual responsibility.

2. Each cooperation contract must be made in writing.

Article 505. Contents of cooperation contract

Each cooperation contract shall contain the major contents below:

1. Purpose and duration of cooperation;

2. Full name and place of residence of natural person; name and headquarters of juridical person;

3. Contributed property (if any);

4. Contributed labor (if any);

5. Method of distributing the yield and/or income;

6. Rights and obligations of cooperative members;

7. Rights and obligations of representatives (if any);

8. Conditions for participation and withdrawal from the cooperation contract (if any);

9. Conditions for termination of cooperation.

Article 506. Common property of the cooperative members

1. Property contributed and created by the members and other property as prescribed by law shall be considered as common property part of the cooperative members.

Where there is agreement on the contribution that members fail to contribute money on schedule, they must pay interest on the unpaid portion of the money under the provisions of Article 357 of this Code and must pay damages.

2. The disposition of the property is land use rights, housing, factories, other production materials must have a written agreement of all the members; the disposal of other property shall be decided by the representatives of the members, unless otherwise agreed.

3. The common property may not be divided before the termination of the cooperation contract, unless otherwise agreed by all members.

The division of common property shall not change or terminate the rights and obligations established before the division time.

Article 507. Rights and obligations of cooperative members

1. Enjoy the yield and income gained from cooperation activities.

2. Participate in decisions involving issues of performance of cooperation contract and co-operation monitoring.

3. Compensate for damages to other cooperative members caused by their faults.

4. Perform other rights and obligations under the contract.

Article 508. Establishing and performing civil transactions

1. Where the cooperative members appoint representatives, they shall establish and perform civil transactions.

2. Where the cooperative members do not appoint any representative, they shall jointly establish and perform civil transactions, unless otherwise agreed.

3. Civil transactions that are be established and performed by entities specified in Clauses 1 and 2 of this Article shall give rise to rights and obligations of all cooperative members.

Article 509. Civil liability of cooperative members

The cooperative members are responsible for general civil liability by their common property; if the common property is insufficient to fulfill the obligation, the members shall be held responsible by their own property corresponding to its contribution, unless otherwise specified by the cooperation contract or otherwise prescribed by law.

Article 510. Withdrawal from the cooperation contract

1. A member has the right to withdraw from the cooperation contract in any of the following cases:

a) Satisfy the conditions specified in the cooperation contract;

b) There is a good reason and the consent of more than half the total cooperative members.

2. The member withdrawing from the cooperation contract has the right to reclaim contributed property, divided part of the property in the common property and must pay all obligations under the agreement. Where the division of property in kind affects the cooperation activities, the property are worth the money to divide.

The withdrawal of a member from the cooperation contract does not terminate his/her rights and obligations that are established or performed before the withdrawal time.

3. The withdrawal of a member from the contract in a case other than Clause 1 of this Article shall be defined as the breach of contract and should execute the civil liability as prescribed in this Code and other relevant laws.

Article 511. Joining cooperation contract

Unless the cooperation contract otherwise specifies, a natural or juridical person shall become a new member of the contract with the consent of more than half the total cooperative members.

Article 512. Termination of cooperation contract

1. A cooperation contract shall terminate in any of the following cases:

a) As agreed by cooperative members;

b) The time limit mentioned in the cooperation contract has expired;

c) The purpose of cooperation has been achieved;

d) Pursuant to a decision of a competent authority;

dd) Other cases prescribed in this Code or other relevant laws.

2. Upon the termination of the cooperation contract, the debts arising from the contract must be paid; if the common property is insufficient to repay it to private assets of cooperative members to pay under the provisions of Article 509 of this Code.

Where the debt was repaid and the common property still exists, it shall be divided by the cooperative members in proportion to the contribution of each person, unless otherwise agreed.

Section 9. CONTRACTS FOR SERVICES

Article 513. Contracts for services

Contract for services means an agreement between parties whereby a service provider performs an act for a client which pays a fee for that act.

Article 514. Subject matter of contracts for services

The subject matter of a contract for services must be an act which is capable of being performed, which is not prohibited by law and which does not contravene social morals.

Article 515. Obligations of clients

1. Supply the service provider with the information, documentation and facilities necessary for the performance of the act if so agreed or required for the performance of the act.

2. Pay a fee to the service provider as agreed.

Article 516. Rights of clients

1. Require the service provider to perform the act strictly in accordance with the agreement on quality, quantity, time, location and other matters.

2. Where a service provider commits a serious breach of its obligations, the client may terminate unilaterally performance of the contract and demand compensation for damage.

Article 517. Obligation of service providers

1. Perform the act strictly in accordance with the agreement on quality, quantity, time, location and other matters.

2. Do not assign the act to another person for performance on its behalf without the consent of the client.

3. Take care of, and to return to the client after completion of the act, the documents and facilities provided to it.

4. Notify the client promptly of any inadequacy in the information or documents and any failure of the facilities to satisfy the quality required for the completion of the act.

5. Keep confidential any information of which it has had knowledge during the period of providing the service as agreed or as provided by law.

6. Compensate the client for damage where the service provider causes any loss of or damage to the documents or facilities supplied or discloses confidential information.

Article 518. Rights of service providers

1. Require the client to provide information, documents and facilities.

2. Amend the terms of service in the interests of the client without necessarily asking for the opinion of the client where waiting for such opinion would cause damage to the client provided that the service provider promptly informs the client thereof.

3. Require the client to pay the fee.

Article 519. Payment of fees

1. A client must pay the agreed fee for services.

2. If, upon entering a contract, there is no agreement on the service fee rate or on the method for fixing the fee for services and there are no other instructions on fees, the service fee rate shall be fixed on the basis of market fees for services of the same type at the time when and place where the contract was entered into.

3. A client must pay the fee for services at the place where the service is provided and at the time of its completion, unless otherwise agreed.

4. Where the services provided fail to meet the terms of the agreement or the act is not completed in time, the client has the right to reduce the fee for services and demand compensation for damage.

Article 520. Unilateral termination of performance of contracts for services

1. Where the continued provision of services does not benefit the client, the client has the right to terminate unilaterally the performance of the contract but must provide reasonable prior notice to the service provider, in which case the client must pay a fee according to the portion of services already provided and [must] compensate for damage.

2. Where the client fails to perform its obligations or performs its obligations not as agreed, the service provider has the right to terminate unilaterally the performance of the contract and demand compensation for damage.

Article 521. Continuation of contracts for services

If, after the expiry of the agreed period for the provision of services, the act has not been completed and the service provider continues its performance and the client is aware of this but does not object, the performance of the contract for services shall automatically be deemed to continue in accordance with the agreed terms until the act is completed.

Section 10. TRANSPORT CONTRACTS

Sub-section 1. Transport contracts

Article 522. Contracts for transport of passengers

Contract for transport of passengers means an agreement between parties whereby a carrier transports passengers and luggage to an agreed destination and the passengers must pay transport fares.

Article 523. Formalities for contracts for transport of passengers

1. A contract for transport of passengers may be made in writing or orally.

2. A ticket is evidence of the entry into a contract for transport of passengers by the parties.

Article 524. Obligations of carriers

1. Carry the passengers safely from the place of departure to the agreed destination on time, in a civilized and courteous manner, by the means agreed and on the agreed route; to ensure that there are sufficient seats for the passengers and that the transport capacity of the carrier is not exceeded.

2. Purchase civil liability insurance for the passengers, as provided by law.

3. Ensure that the departure time is adhered to as notified or agreed.

4. Carry and return the luggage to the passenger or person entitled to receive the luggage in accordance with the agreed destination, time and route.

5. Refund the transport fare to any passenger as agreed or as prescribed by law.

Article 525. Rights of carriers

1. Require the passengers to pay in full the passenger transport fares and fares for the transport of personal luggage in excess of the prescribed limit.

2. Refuse to carry a passenger in the following cases:

a) Where the passenger fails to follow the regulations of the carrier, where the acts of the passenger disturb public order, obstruct the work of the carrier, or pose a threat to life, health or property of other persons, or where a passenger commits other acts which make it impossible to ensure safety during the journey. In this case, the passenger shall not receive a refund of the passenger transport fare, and must pay a fine if so provided by the transport regulations;

b) Where the health of the passenger is such that it is obvious to the carrier that the transport [of such person] will endanger the passenger or other persons during the journey;

c) In order to prevent the spread of contagious diseases.

Article 526. Obligations of passengers

1. Pay in full the passenger transport fare and fares for the transport of luggage in excess of the prescribed limit, and to take care of his or her hand-luggage.

2. Present at the place of departure at the agreed time.

3. Respect and comply strictly with the regulations of the carrier and all other regulations ensuring traffic safety.

Article 527. Rights of passengers

1. Request to be transported by the agreed means of transport, in the class commensurate with the value of the ticket and in accordance with the agreed route.

2. Be exempt from transport fares for check-in luggage and hand-luggage within the limits as agreed or as provided by law.

3. Demand reimbursement of expenses incurred or compensation for any damage if the carrier is at fault in failing to transport according to the agreed time schedule and destination.

4. Receive a refund of all or part of the transport fare in the cases provided for in Points b and c Clauses 2 of Article 525 of this Code and in other cases as agreed or as provided by law.

5. Receive the luggage at the agreed destination in accordance with the agreed time and route.

6. Request temporary interruption of the journey for the duration and in accordance with the procedures provided by law.

Article 528. Liability to compensate for damage

1. In case of loss of life of or damage to the health or luggage of a passenger, the carrier must compensate for any damage in accordance with law.

2. Unless otherwise provided by law, a carrier shall not be liable to compensate for loss of life of or damage to the health and luggage of a passenger in the case where such loss or damage is entirely due to the fault of the passenger, unless otherwise prescribed by law.

3. A passenger which breaches the agreed terms for transport or the transport regulations, thereby causing damage to the carrier or a third person, must compensate.

Article 529. Unilateral termination of contracts for transport of passengers

1. A carrier has the right to terminate unilaterally the performance of a contract in the cases provided in Clause 2 of Article 525 of this Code.

2. A passenger has the right to terminate unilaterally the performance of a contract where the carrier breaches the obligations provided in Clauses 1, 3 and 4 of article 524 of this Code.

Sub-section 2. CONTRACTS FOR TRANSPORT OF PROPERTY

Article 530. Contracts for transport of property

Contract for transport of property means an agreement between parties whereby a carrier has the obligation to transport property to an agreed destination and to deliver it to the authorized recipient, and the customer has the obligation to pay the freight charges.

Article 531. Formalities for contracts for transport of property

1. A contract for transport of property may be entered into orally or in writing or a specific act.

2. A bill of lading or equivalent source document of transport shall be evidence of the entering into of a contract by the parties.

Article 532. Delivery of property to carriers

1. A customer has the obligation to deliver property to a carrier at the agreed time and place and pack the property in accordance with the agreed specifications. The customer must bear the costs f loading the property onto and unloading the property from the means of transport, unless otherwise agreed.

2. Where a customer is late in delivering property to the agreed place, the customer must reimburse the carrier for the costs associated with the delay and pay the freight charges for transporting the property to the place agreed in the contract, or must pay a penalty for breach of the contract.

If the carrier is late in accepting the property at the agreed at the agreed place, it shall be liable for the costs incurred due to such late acceptance.

Article 533. Freight charges

1. The rate of freight charges shall be as agreed by the parties. If the law regulates freight charges, charges shall apply as regulated.

2. A customer must pay freight charges in full after the property is loaded onto the means of transport, unless otherwise agreed.

Article 534. Obligations of carriers

1. Transport the property in its entirety and safely to the agreed destination at the agreed time.

2. Deliver the property to the person entitled to receive it.

3. Bear all costs related to the transport of the property, unless otherwise agreed.

4. Purchase civil liability insurance as required by law.

5. Compensate the customer for damage where the loss of or damage to the property is caused by the fault of the carrier, unless otherwise agreed or otherwise provided by law.

Article 535. Rights of carriers

1. Check the authenticity of the property and the bill of lading or equivalent source document of transport.

2. Refuse to transport property which is different from that agreed in the contract.

3. Demand the full and timely payment of the freight charges by the customer.

4. Refuse to transport property if the carrier knows or should know that the transacting of such property is prohibited or the property is of a dangerous or toxic nature.

Article 536. Obligations of customers

1. Pay in full the freight charges to the carrier, at the time and by the method of payment as agreed.

2. Provide necessary information about the transported property to ensure its safety.

3. Take care of the property during transport if so agreed. Where the customer takes care of the property and it is lost or damaged, the customer shall not be entitled to compensation.

Article 537. Rights of customers

1. Demand the carrier to transport the property to the agreed destination at the agreed time.

2. Receive directly the property which has been transported, or appoint a third person to receive it.

Article 538. Delivery of property to recipients

1. A recipient of property may be the customer or a third person appointed by the customer to receive the property.

2. A carrier must deliver the property to a recipient in full, at the time and place and by the method as agreed.

3. Where property has been delivered to the point of delivery on time but there is no recipient of the property, the carrier may deposit such property at a place of bailment and must notify immediately the customer or the recipient of the property. The customer or recipient of the property must bear the reasonable expenses incurred in relation to the bailment of the property.

The obligation to deliver property shall be completed upon bailment of the property in compliance with the agreed terms and when the customer or the recipient of the property has been notified about the bailment.

Article 539. Obligation of recipients of property

1. Produce to the carrier the bill of lading or other equivalent source document of transport, and to receive the property at the agreed time and place.

2. Bear the costs for loading and unloading the transported property, unless otherwise agreed or otherwise provided by law.

3. Reimburse the carrier for reasonable costs incurred due to late acceptance of the property.

4. Notify the customer of the acceptance of the property and provide other necessary information required by the customer if the recipient is a third party appointed by the customer.

Article 540. Rights of recipients of property

1. Verify the quantity and quality of the delivered property.

2. Accept the delivered property.

3. Require the carrier to reimburse reasonable costs incurred due to any delay by the carrier in delivering the property.

4. Require the carrier compensate for loss of or damage to the property.

Article 541. Liability to compensate for damage

1. Where a carrier is responsible for the loss of or damage to property, the carrier must compensate the customer for damage, except in the case provided in Clause 3 of Article 536 of this Code.

2. A customer must compensate a carrier and any third parties for damage caused by the transport of dangerous or toxic property which is not safely packaged or the safety of which is not otherwise ensured.

3. A carrier shall not be liable to compensate for damage in the event of force majeure causing loss or deterioration of or damage to the property during transport, unless otherwise agreed or otherwise provided by law.

Section 11. PROCESSING CONTRACTS

Article 542. Processing contracts

Processing contract means an agreement between parties whereby a processor carries out work to create products at the request of a supplier, and the supplier receives the products and pays fees.

Article 543. Subject matter of processing contracts

The subject matter of a processing contract shall be items which are specified by samples, the standard of which is agreed by the parties or provided by law.

Article 544. Obligation of suppliers

1. Supply raw materials to the processor strictly in accordance with the agreed quantity, quality, time and place, unless otherwise agreed by the parties; and to provide necessary documents relating to the processing.

2. Provide the processor with instructions as to how to perform the contract.

3. Pay agreed fees.

Article 545. Rights of suppliers

1. Accept the processed products in accordance with the agreed quantity, quality, manner, time and place.

2. Terminate unilaterally performance of the contract and demand compensation for damage if the processor commits a serious breach of the contract.

3. Where the products are not of the agreed quality and the supplier accepts the products but requests repairs, but the processor is not able to perform the repairs within the agreed time, the supplier has the right to cancel the contract and demand compensation for damage.

Article 546. Obligations of processors

1. Take care of the raw materials supplied by the supplier.

2. Notify the supplier to replace any raw materials supplied which are not of the agreed quality; to refuse to perform the processing if the use of the raw materials may create products which pose a danger to society.

3. Deliver the products to the supplier strictly in accordance with the agreed quantity, quality, method, time and place.

4. Keep confidential all information relating to the processing and the products.

5. Bear liability for the quality of the products, unless the lack of quality is due to the raw materials supplied by the supplier or due to the unreasonable instructions of the supplier.

6. Return any leftover raw materials to the supplier after completing performance of the contract.

Article 547. Rights of processors

1. Require the supplier to deliver the raw materials strictly in accordance with the agreed quality, quantity, time and place.

2. Refuse to comply with unreasonable instructions of the supplier where the processor is of the view that [compliance with] such instructions could decrease the quality of the products provided that the processor immediately informs the supplier.

3. Require the supplier to make payment of the fees in full, at the time and by the method as agreed.

Article 548. Liability for risk

Unless otherwise agreed, the owner of the raw materials shall bear all risks with respect to such materials and the products processed therefrom until the products are delivered to the supplier.

If the supplier is late in accepting the products, it shall bear all risks during the period of delayed acceptance, including where the products are processed from the raw materials of the processor, unless otherwise agreed.

If the processor delays delivery of the products and the delay damages the processed property, the processor must compensate for damage suffered by the supplier.

Article 549. Delivery and acceptance of processed products

A processor must deliver, and the supplier must accept, products at the agreed time and place.

Article 550. Late delivery and acceptance of processed products

1. Where the processor is late in delivering processed products, the supplier may extend the time of delivery. If, upon expiry of such extension, the processor still has not delivered the products, the supplier has the right to terminate unilaterally the performance of the contract and demand compensation for damage.

2. Where the supplier is late in accepting the products, the processor may deposit the products at a place of bailment and must notify the supplier immediately. The obligation to deliver the products shall be fulfilled when the agreed terms are satisfied and the supplier has been notified. The supplier must bear all costs incurred for bailment.

Article 551. Unilateral termination of performance of processing contracts

1. Unless otherwise agreed or otherwise provided by law, each party has the right to terminate unilaterally the performance of a processing contract if continued performance would not benefit that party but must give reasonable prior notice to the other party.

2. If the supplier terminates unilaterally the performance of the contract, the supplier must pay fees for the work already performed, unless otherwise agreed. If the processor terminates unilaterally the performance of the contract, it shall not be paid fees, unless otherwise agreed.

3. A party which unilaterally terminates the performance of a contract and thereby causes damage to the other party must compensate.

Article 552. Payment of fees

1. Unless otherwise agreed, the supplier must pay fees in full at the time of accepting the products.

2. If there is no agreement on the rate of fees, the applicable rate shall be the average rate charged for the production of products of the same type at the place of processing at the time of payment.

3. If the products fail to meet the agreed quality due to the raw materials supplied or the unreasonable instructions provided by the supplier, the supplier does not have the right to reduce the fees.

Article 553. Dealing with leftover raw materials

Unless otherwise agreed, the processor must return leftover raw materials to the supplier upon termination of the processing contract.

Section 12. CONTRACTS FOR BAILMENT OF PROPERTY

Article 554. Contracts for bailment of property

Contract for bailment of property means an agreement between parties whereby a bailee accepts the property of a bailor for safekeeping, for return to the bailor upon expiry of the duration of the contract, and the bailor must pay a fee to the bailee, except where the bailment is free of charge.

Article 555. Obligation of bailors of property

1. Inform the bailee of the condition of the property and the appropriate safekeeping measures upon delivery of the property; if the bailor fails to inform the bailee, and the property is destroyed or damaged as a result of inappropriate safekeeping, the bailor must be liable itself for such destruction of or damage to the bailed property and must compensate for other damage caused.

2. Pay the bailment fees in full, at the time and by the method as agreed.

Article 556. Rights of bailors of property

1. Reclaim the property at any time subject to giving reasonable prior notice to the bailee if the bailment contract does not specify a period of time.

2. Demand compensation for loss of or damage to the bailed property caused by the bailee, except in the case of an event of force majeure.

Article 557. Obligation of bailees of property

1. Take care of the property as agreed and return it to the bailor in the same condition in which the bailee received it.

2. Change the method for safekeeping of the property only where such change is necessary for better safekeeping of such property and provided that the bailor is notified immediately of the change.

3. Notify promptly the bailor in writing and request the bailor to advise, within a certain period of time, a solution where, due to its nature, the bailed property is in danger of being damaged or destroyed. If the bailor fails to reply within such period of time, the bailee has the right to take all necessary measures to take care of the property and to require the bailee to reimburse the costs incurred.

4. Compensate for damage where the bailee causes any loss of or damage to the bailed property, except in the case of an event of force majeure.

Article 558. Rights of bailees of property

1. Require the bailor to pay the agreed bailment fees.

2. Require the bailor to pay the reasonable costs of taking care of the property where the bailment is free of charge.

3. Request, at any time, the bailor to take back the property subject to giving reasonable prior notice to the bailor where the bailment is for an indefinite period of time.

4. Sell the property in the interests of the bailor where the bailed property is in danger of being damaged or destroyed, inform the bailor thereof and pay the proceeds of the sale to the bailor after deduction of reasonable expenses incurred for the sale of the property.

Article 559. Return of bailed property

1. A bailee must return the same property that was received, including any benefits derived therefrom, unless otherwise agreed.

The bailed property shall be returned to the bailor at the place where it was delivered. If the bailor wishes to have the property returned at another place, the bailor must bear the transport costs to such place, unless otherwise agreed.

2. A bailee must return property at the agreed time and only has the right to request the bailor take back the property prior to such time for a legitimate reason.

Article 560. Late taking back of bailed property

If a bailee is late in returning the property, the bailee may not require the bailor to pay bailment fees and costs for taking care of the property incurred from the agreed time for return of the property to the time it is actually returned and bears the risk with respect to the property during such period.

Where a bailor is late in taking back property, the bailor must pay all costs for taking care of the property and the bailment fees to the bailee during the period for which the bailor is late.

Article 561. Payment of fees

1. A bailor must pay bailment fees in full when taking back the bailed property, unless otherwise agreed.

2. Where the parties have no agreement on the rate of bailment fees, the applicable rate shall be the average rate of bailment fees at the time when and place where the bailment fee is paid.

3. Notwithstanding that the bailor takes back the property prior to the agreed time, the bailor must pay the bailment fees in full and must pay the necessary costs which the bailee incurs due to the return of the property by the bailee prior to the agreed time, unless otherwise agreed.

4. Where a bailee requests a bailor to take back the property prior to the agreed time, the bailee shall not be entitled to be paid bailment fees and must compensate for any damage to the bailor, unless otherwise agreed.

Section 13. AUTHORIZATION CONTRACTS

Article 562. Authorization contracts

Authorization contract means an agreement between parties whereby an attorney has the obligation to perform an act in the name of a principal. The principal shall only be required to pay remuneration if so agreed or so provided by law.

Article 563. Duration of authorization

The duration of the authorization shall be as agreed by the parties or as provided by law. If there is no agreement and the duration is not provided by law, the authorization contract shall be effective for one year from the date on which the authorization is made.

Article 564. Sub-authorization

1. An attorney may only sub-authorize its authorization to a third person in any of the following cases:

a) With the consent of the principal;

b) Due to force majeure events that if the sub-authorization does not apply, the purposes of entering into a civil transaction for the interests of the principal is unachievable.

2. A sub-authorization shall not exceed the scope of the original authorization.

3. The formalities of the sub-authorization contract must conform to the formalities of the original authorization contract.

Article 565. Obligation of attorneys

1. Perform the act in accordance with the authorization and inform the principal of such performance.

2. Notify any third parties involved in the performance of the authorized act of the duration and scope of the authorization and of any amendments of or additions to such scope.

3. Take care of and preserve documents and facilities provided for the performance of the authorized act.

4. Keep all information confidential which the attorney comes to know during the performance of the authorized act.

5. Return to the principal any property received and benefits derived during the performance of the authorized act as agreed or as provided by law.

6. Compensate for damage caused by a breach of any of the obligations provided in this Article.

Article 566. Rights of attorneys

1. Require the principal to provide the information, documentation and facilities necessary for performance of the authorized act.

2. Receive remuneration and be reimbursed for reasonable expenses incurred in the performance of the authorized act.

Article 567. Obligation of principals

1. Provide the information, documentation and facilities necessary for the attorney to perform the authorized act.

2. Be liable for undertakings given by the attorney within the scope of the authorization.

3. Reimburse the attorney for reasonable expenses incurred by the attorney in the performance of the authorized act and pay any agreed remuneration to the attorney.

Article 568. Rights of principals

1. Require the attorney to report fully on the performance of the authorized act.

2. Require the attorney to return any property and benefits derived from the performance of the authorized act, unless otherwise agreed.

3. Compensate for damage caused by a breach of any of the obligations provided in Article 565 of this Code.

Article 569. Unilateral termination of performance of authorization contracts

1. Where an authorization involves payment of remuneration, the principal has the right, at any time, to terminate unilaterally the performance of the contract but must remunerate the attorney in proportion to the acts performed and compensate for damage. If the authorization does not involve payment of remuneration, the principal has the right, at any time, to terminate the performance of the contract, subject to giving reasonable prior notice to the attorney.

A principal must notify any third person in writing of the termination of the performance of the contract by the principal. If the principal fails to do so, any contract with any such third person shall remain in effect, unless such third person knows or should know of the termination of the performance of the contract.

2. Where an authorization does not involve payment of remuneration, the attorney has the right, at any time, to terminate unilaterally the performance of the contract, subject to giving reasonable prior notice to the principal. If the authorization involves payment of remuneration, the attorney has the right, at any time, to terminate unilaterally the performance of the contract and must compensate for any damage caused to the principal.