According to Art. 456 of the Civil Code of the Russian Federation, the seller is obliged to transfer to the buyer the goods provided for in the purchase and sale agreement. Unless otherwise provided by the purchase and sale agreement, the seller, simultaneously with the transfer of the item, transfers its accessories, as well as documents related to it (technical passport, quality certificate, operating instructions, etc.). If the seller does not transfer or refuses to transfer to the buyer accessories or documents related to the goods that he must transfer in accordance with the law, other legal acts or a purchase and sale agreement (clause 2 of Article 456 of the Civil Code of the Russian Federation), the buyer has the right to assign him a reasonable period for their transfer. If accessories or documents related to the goods are not transferred by the seller within the specified period, the buyer may refuse the goods, unless otherwise provided by the contract (Article 464 of the Civil Code of the Russian Federation).

The period for fulfillment by the seller of the obligation to transfer the goods to the buyer is determined by the sales contract, and if the contract does not allow determining this period - in accordance with the stipulated rules. A purchase and sale agreement is considered concluded with the condition of its execution by a strictly defined deadline, if it clearly follows from the agreement that if the deadline for its execution is violated, the buyer loses interest in the agreement. The seller has the right to fulfill such an agreement before or after the expiration of the period specified in it only with the consent of the buyer.

Unless otherwise provided by the purchase and sale agreement, the seller’s obligation to transfer the goods to the buyer is considered fulfilled at the moment:

delivery of the goods to the buyer or the person indicated by him, if the contract provides for the seller’s obligation to deliver the goods;

placing the goods at the disposal of the buyer, if the goods must be transferred to the buyer or a person indicated by him at the location of the goods. The goods are considered to be placed at the disposal of the buyer when, by the time specified in the contract, the goods are ready for transfer in the appropriate place and the buyer, in accordance with the terms of the contract, is aware of the readiness of the goods for transfer. Goods are not considered ready for transfer if they are not identified for the purposes of the contract by marking or otherwise.

In cases where the seller’s obligation to deliver the goods or transfer the goods at its location to the buyer does not arise from the purchase and sale agreement, the seller’s obligation to transfer the goods to the buyer is considered fulfilled at the time of delivery of the goods to the carrier or organization of communications for delivery to the buyer, unless otherwise provided by the agreement.

In accordance with Art. 459 of the Civil Code of the Russian Federation, the risk of accidental loss or accidental damage to the goods passes to the buyer from the moment when, in accordance with the law or contract, the seller is considered to have fulfilled his obligation to transfer the goods to the buyer.

The risk of accidental loss or accidental damage to goods sold while in transit passes to the buyer from the moment the purchase and sale agreement is concluded, unless otherwise provided by such agreement or business customs. The condition of the contract that the risk of accidental loss or accidental damage to the goods passes to the buyer from the moment the goods are delivered to the first carrier, at the request of the buyer may be declared invalid by the court if at the time of concluding the contract the seller knew or should have known that the goods were lost or damaged, and did not reported this to the buyer. The seller is obliged to transfer to the buyer the goods free from any rights of third parties, unless the buyer agreed to accept the goods encumbered by the rights of third parties. Failure by the seller to fulfill this obligation gives the buyer the right to demand a reduction in the price of the goods or termination of the purchase and sale agreement, unless it is proven that the buyer knew or should have known about the rights of third parties to this product. In accordance with Art. 463 of the Civil Code of the Russian Federation, if the seller refuses to transfer the sold goods to the buyer, the buyer has the right to refuse to execute the sales contract. If the seller refuses to transfer an individually defined item, the buyer may present to the seller the requirements provided for in Art. 398 Civil Code of the Russian Federation. If the seller does not transfer or refuses to transfer to the buyer accessories or documents related to the goods that he must transfer in accordance with the law, other legal acts or the purchase and sale agreement (clause 2 of Article 456 of the Civil Code of the Russian Federation), the buyer has the right to assign him a reasonable period for their transfer. If accessories or documents related to the goods are not transferred by the seller within the specified period, the buyer has the right to refuse the goods, unless otherwise provided by the contract (Article 464 of the Civil Code of the Russian Federation).

The responsibility of the seller and the buyer arises for violation of the essential terms of the purchase and sale agreement provided for by law or contract. The Civil Code of the Russian Federation establishes various forms of liability of the parties: forcing the debtor to actually fulfill the obligation, collecting a penalty from the guilty debtor, and compensation for losses.

The seller's liability may arise if he refuses to transfer the sold item to the buyer (Article 463 of the Civil Code of the Russian Federation), or when transferring to the buyer goods encumbered with the rights of third parties (Article 461 of the Civil Code of the Russian Federation). Negative consequences may occur for the seller if he violates the terms of the contract on the quantity, on the assortment of goods, when transferring incomplete goods, goods in improper containers and (or) packaging (Articles 466-468, 482 of the Civil Code of the Russian Federation).

Mandatory requirements for the quality of goods are provided Federal law“On technical regulation”136 dated December 27, 2002 No. 184-FZ (as amended on May 9, 2005), in accordance with which the laws on certification of products and services and on standardization were repealed. The Law on Technical Regulation is aimed at significantly improving the legal framework for establishing mandatory requirements for products and processes (methods) of their production, operation and disposal, as well as reforming, taking into account WTO requirements, the areas of standardization, conformity assessment, state control and supervision

Requirements for products are divided into mandatory, which are established by technical regulations, and voluntary, which are contained in standards.

Technical regulations, taking into account the degree of risk of harm, establish the minimum necessary requirements to ensure the safety of radiation, nuclear and radiation safety, biological safety, explosion safety, mechanical safety, fire safety, industrial safety, thermal safety, chemical safety, electrical safety, electromagnetic compatibility and uniformity of measurements.

Technical regulations may also provide for special requirements for products, processes (methods) of production and operation, ensuring the protection of certain categories of citizens (for example, people with disabilities).

Mandatory technical requirements can be established only by federal laws, decrees of the President of the Russian Federation and decisions of the Government of the Russian Federation. Development procedure technical regulations ensures that public needs are taken into account in the field of establishing product requirements (opinions of entrepreneurs and other interested parties), objectivity and transparency of requirements, which corresponds to the provisions of WTO documents.

This law has changed legal basis and principles of standardization in Russian Federation, national standardization system, procedure for developing and applying standards.

Declaration and certification as forms of confirmation of conformity have received new content.

Declaration of conformity is applied only in the case of mandatory confirmation of product compliance with the requirements of technical regulations. The declaration of conformity can be accepted by the manufacturer (seller) either on the basis of its own evidence, or on the basis of its own evidence and evidence presented by other persons.

The declaration is registered in accordance with the notification procedure.

Certification can be carried out on a voluntary basis in voluntary certification systems or on a mandatory basis. Voluntary certification is carried out at the initiative of applicants (manufacturers, performers, sellers) in order to confirm product compliance with requirements, the list of which is determined by an agreement between the applicant and the certification body. The corresponding voluntary certification systems and marks of conformity of voluntary certification systems are subject to state registration, which is carried out in a notification manner.

Mandatory certification is carried out in cases and in the manner provided for by technical regulations.

In case of mandatory confirmation of conformity, products are marked with a single national mark of circulation on the market.

The law establishes responsibilities and procedures applied in cases of non-compliance with the requirements of technical regulations. Provisions for forced product recalls are introduced.

Transitional provisions are established for a seven-year period from the date of entry into force of the law.

Legal regulation of relations in the field of ensuring the quality and safety of food products is also carried out by the Federal Law “On the Quality and Safety of Food Products”137 dated January 2, 2000 No. 29-FZ (as amended on March 31, 2006).

The law establishes a system government regulation(regulation, registration, licensing and certification of food products) in the field of quality and food safety and related areas, as well as the responsibility of authorities state power, organizations, officials and citizens for the quality and safety of food products. In addition, the law provides for state guarantees in the field of ensuring the quality and safety of food products.

New food products, materials and products manufactured in the Russian Federation, food products, materials and products imported into the territory of the Russian Federation for the first time are subject to state registration.

Imported food products, materials and products are subject to state registration before their import into the territory of the Russian Federation.

When transferring the goods, do not of proper quality or incomplete goods, the conditions of the seller’s liability are regulated in the most detail (Articles 475-480 of the Civil Code of the Russian Federation). If by agreement purchase and sale the seller provides for the provision of a guarantee of the quality of the goods; the seller is obliged to transfer to the buyer the goods, which must meet the mandatory requirements within a certain time established by the contract (warranty period) (Articles 470, 471, 476 of the Civil Code of the Russian Federation). Quality assurance is an additional obligation of the seller. It is based on the presumption of guilt of the seller for the violation of the terms of the contract on the quality of the goods. The seller may be released from liability under the quality guarantee obligation if he proves the absence of his fault and the occurrence of defects in the goods after their transfer to the buyer due to the buyer’s violation of the rules for using the goods or storing them, or the actions of third parties, or force majeure(Article 476 of the Civil Code of the Russian Federation).

This design legal norm is aimed at protecting the rights of the buyer, who must prove the fact of defects in the goods and present corresponding demands to the seller. When transferring goods of inadequate quality, the buyer, at his choice, may demand: a proportionate reduction in the purchase price, free elimination of defects in the goods within a reasonable time, or reimbursement of his expenses for eliminating the defects of the goods. In case of significant violations of the requirements for the quality of the goods (detection of fatal deficiencies), the buyer, at his choice, refuses to fulfill the sales contract and demands the return of the amount of money paid for the goods or demands the replacement of goods of inadequate quality with goods that meet the terms of the contract (Article 475 of the Civil Code of the Russian Federation) . The rules of this article apply unless otherwise provided by the Civil Code of the Russian Federation or other law.

The Civil Code of the Russian Federation provides for the consequences of the transfer of incomplete goods (Article 480 of the Civil Code of the Russian Federation). The completeness of the goods is established by the terms of the contract or business customs. The purchase and sale agreement may establish the seller’s obligation to transfer to the buyer a certain set of goods in a set, and the obligation in this case is considered fulfilled from the moment of transfer of all goods included in the set (Article 479 of the Civil Code of the Russian Federation).

When transferring incomplete goods, the buyer has the right, at his choice, to demand from the seller either a proportionate reduction in the purchase price or complete completion of the goods within a reasonable time. If the seller has not complied with the buyer’s demands to complete the goods within a reasonable time, the buyer may demand that the incomplete goods be replaced with a complete one or refuse to fulfill the sales contract and demand the return of the amount of money paid. The specified consequences also apply in the event of a violation by the seller of the obligation to transfer a set of goods to the buyer, unless otherwise provided for in the purchase and sale agreement and does not follow from the essence of the obligation.

Negative consequences for the seller provided for in Art. 475 and 480 of the Civil Code of the Russian Federation, occur when the buyer, at his choice, has the right to demand from the seller to take certain actions aimed at protecting his violated rights. But the buyer cannot always present such strict demands to the seller. If the seller, having received notification from the buyer about defects or incompleteness of the delivered goods, immediately replaces the delivered goods with goods of proper quality, completes the goods or replaces them with complete goods, then negative consequences does not occur for the seller. This rule is provided for when regulating a contract for the supply of goods (Articles 518, 519 of the Civil Code of the Russian Federation).

The seller's liability for violation of the terms of the purchase and sale agreement occurs only when the buyer has fulfilled his obligation: within the established or reasonable time, he notified the seller of his violation of the terms of the agreement. If this obligation is not fulfilled, the seller may refuse to satisfy the buyer's requirements in whole or in part if he proves that the buyer's failure to fulfill this obligation has resulted in the impossibility of satisfying his requirements or entails disproportionate expenses for the seller compared to those that he would have incurred if he had been notified in a timely manner. violation of the contract (Article 483 of the Civil Code of the Russian Federation). The requirements of this article oblige entrepreneurs to take into account the economic interests of their partners, remember the interdependence of rights and obligations in any agreement and that neglecting the requirements of the law may lead to losses in their own economic sphere.

Failure by the seller to fulfill the obligation to transfer the goods entails various consequences depending on the legal qualities of the goods. By general rule The seller’s refusal to transfer the sold goods to the buyer entails for the buyer only the opportunity to refuse to fulfill the sales contract (clause 1 of Article 433 of the Civil Code). If the subject of the purchase and sale agreement is an individually defined item, the buyer also has the right to demand that this item be taken away and transferred to the buyer on the terms provided for in the purchase and sale agreement. Instead of demanding that the thing that is the subject of the contract be transferred to him, the buyer has the right to demand compensation for losses (Part 2 of Article 359 of the Civil Code).

The amount of money paid before the transfer of the sold goods is recovered from the seller who has not fulfilled the obligation to transfer the goods, regardless of the recovery of damages.

If the seller, in violation of the terms of the contract, has transferred to the buyer a smaller quantity of goods than determined by the sales contract, the buyer has the right, unless otherwise specified in the contract:

• * demand the transfer of the missing quantity of goods;
• * refuse the transferred goods and payment for them, and if the goods have been paid for, demand the return of the amount of money paid for them.

In both cases, the seller is also obliged to compensate the buyer for losses caused by breach of contract.

The opinion seems reasonable that the seller’s failure to fulfill his obligation to transfer goods to the buyer in the specified quantity may be considered as a significant breach of the contract and give the buyer the right to demand termination of the contract unilaterally (clause 2 of Article 420 of the Civil Code) only under certain circumstances. For example, if a significant amount of goods has not been transferred.

The transfer by the seller of goods stipulated by the purchase and sale agreement in an assortment that does not comply with the agreement is a violation of contractual obligations and entails consequences provided for by the agreement. If the contract does not define the consequences of the transfer of goods in violation of the conditions regarding their assortment, the consequences provided for in Art. 438 Civil Code. This article establishes different consequences of such a violation of the obligation, depending on whether the range of all or part of the goods is violated.

Violation of the assortment in relation to all goods gives the seller the right to refuse to accept and pay for them, and if they have already been paid, to demand the return of the paid amount (clause 1 of Article 438 of the Civil Code).

If the assortment is violated in relation to part of the goods, the buyer has the right, at his choice:

• * accept goods that meet the assortment conditions and refuse other goods;
• * refuse all transferred goods;
• * demand replacement of goods that do not meet the assortment condition with goods in the assortment provided for by the contract;
• * accept all transferred goods (clause 2 of Article 438 of the Civil Code).

If the buyer, within a reasonable time after receiving goods that do not comply with the assortment terms of the purchase and sale agreement, does not notify the seller of his refusal of the goods, they are considered accepted.

Acceptance by the buyer of goods not specified in the contract obliges him to pay the seller their price. Payment for such goods is carried out at a price additionally agreed between the seller and the buyer. If the seller does not accept necessary measures to agree on a price within a reasonable time, the buyer pays for the goods at the price that, at the time of concluding the contract under comparable circumstances, was usually charged for similar goods (clause 5 of Article 438 of the Civil Code).

The seller under the sales contract is responsible for any defects in the goods if they were not specified, but the buyer must prove that they arose before the transfer of the goods to the buyer or for reasons that arose before that moment (clause 1 of Article 446 of the Civil Code). The seller’s ignorance of the presence of defects in the product does not relieve him of such responsibility.

However, some defects cannot be identified during the inspection of the goods and are discovered by the buyer after the goods are transferred to him (hidden defects). Defects in a product may also arise during its operation. In order to protect the interests of both the buyer and the seller, legislation establishes the limits of the seller’s liability for defects in the goods and distributes the burden of proof of the relevant requirements.

The responsibility to prove the presence of hidden defects in a product for which there is no warranty period after delivery of the product rests with the buyer. The seller is responsible for defects in the goods if the buyer proves that the defects arose before the transfer of the goods to the buyer or for reasons that arose before that moment (clause 1 of Article 446 of the Civil Code).

If a warranty period or expiration date is not established for the goods, claims related to defects in the goods may be presented by the buyer, provided that the defects in the sold goods were discovered within a reasonable time, but within two years from the date of transfer of the goods to the buyer or within a longer period, when such a period is established by law or the purchase and sale agreement. The period for identifying defects in goods to be transported or sent by mail is calculated from the day the goods are delivered to their destination (clause 2 of Article 447 of the Civil Code).

In relation to goods for which the seller has provided a quality guarantee, the seller is responsible for the defects of the goods unless he proves that the defects of the goods arose after its transfer to the buyer as a result of the buyer’s violation of the rules for using the goods or its storage, or the actions of third parties, or an insurmountable force (clause 2 of article 446 of the Civil Code).

In relation to a product for which a warranty period or shelf life has been established, the buyer has the right to make claims related to defects in the product if defects are discovered, respectively, during the warranty period or during the shelf life of the product (clause 3 of Article 447 of the Civil Code).

When a warranty period of a shorter duration is established for a component product in a sales contract than for the main product, the buyer has the right to make claims related to defects in the component product if they are discovered during the warranty period for the main product.

If the contract specifies a warranty period for a component product that is longer than the warranty period for the main product, the buyer has the right to make claims related to defects in the product if defects in the component product are discovered during the warranty period for it, regardless of the expiration of the warranty period for the main product (Parts 2, 3, Clause 3, Article 447 of the Civil Code).

The legal position of the buyer of goods for which the warranty period is established by the contract cannot be worse legal status buyer of a product covered by a legal warranty. If the contract establishes a warranty period for a product of shorter duration than the established legal warranty, after the expiration of the contractual warranty period, the buyer has the right to exercise the rights arising from the legal warranty. When the warranty period provided for in the contract is less than two years and defects in the goods are discovered by the buyer after the expiration of the warranty period, but within two years from the date of transfer of the goods to the buyer, the seller is responsible for these defects if the buyer proves that they arose before the transfer goods to the buyer or for reasons that arose before this moment (clause 5 of Article 447 of the Civil Code).

A buyer who discovers ordinary defects in a product not specified by the seller is given the right, at his own discretion, to demand from the seller (clause 1 of Article 445 of the Civil Code):

• * proportionate reduction in the purchase price;
• * free elimination of defects in the product within a reasonable time;
• * reimbursement of your expenses for eliminating product defects.

If significant defects are discovered in the product, the buyer has the right, at his choice (clause 2 of Article 445 of the Civil Code):

• * refuse to execute the purchase and sale agreement and demand the return of the amount of money paid for the goods;
• * demand replacement of goods of inadequate quality with goods that comply with the contract.

HA contains sample list shortcomings that are significant. These are fatal flaws; deficiencies that cannot be eliminated without disproportionate costs or time; deficiencies that are identified repeatedly or reappear after they have been eliminated, and other similar deficiencies. The Civil Code does not, however, contain general criteria for classifying product defects as significant. It seems that significant defects should include those that do not allow the product to be used for its intended purpose and cannot be eliminated within a reasonable time and at reasonable costs.

Features established in Art. 445 of the Civil Code of the consequences of the transfer of goods of inadequate quality is that they cannot be changed by agreement of the parties to the purchase and sale agreement. These rules apply unless the Civil Code or other acts of legislation provide otherwise.

Provided for in paragraphs 1 and 2 of Art. 445 of the Civil Code, demands to eliminate defects or replace goods may be presented by the buyer, unless otherwise follows from the nature of the goods or the essence of the obligation. Thus, an individually defined thing cannot be replaced.

The rights provided for in paragraphs 1 and 2 of Art. 445 of the Civil Code are provided to the buyer even if the subject of the contract is a set of goods and defects are found in some of the goods included in the set.

Failure of the seller to fulfill the obligation to inform the buyer about encumbrances of the goods with the rights of third parties gives the buyer the right to demand a reduction in the price of the goods or termination of the sales contract (Part 2, Clause 1, Article 430 of the Civil Code). The buyer does not have the right to present these claims if he knew or should have known at the conclusion of the contract about the presence of these encumbrances on the goods. These negative consequences for the seller also occur in case of failure to fulfill the obligation to warn the buyer about claims known to the seller regarding the goods from third parties. However, the buyer has the right to present these claims only if these claims are subsequently recognized in in the prescribed manner legitimate.

The seller’s obligation to transfer the goods to the buyer free from any rights of third parties entails his liability in the event of seizure of the goods from the buyer. For example, in the case when a vindication claim of a third party to recover the thing that is the subject of a purchase and sale agreement from the buyer is satisfied. When the goods are withdrawn from the buyer by third parties on grounds that arose before the execution of the sales contract, the seller is obliged to compensate the buyer for losses incurred by him, except in cases where the buyer knew or should have known about the existence of these grounds (clause 1 of Article 431 GK). These losses may, for example, consist of the value of seized property, lost income, legal expenses, etc. Established in paragraph 1 of Art. 431 of the Civil Code, the seller bears responsibility regardless of guilt.

Clause 2 of Art. 431 of the Civil Code declares invalid the agreement of the parties to release the seller from such liability or to limit it.

If a third party, on grounds that arose before the execution of the purchase and sale agreement, files a claim against the buyer for the seizure of goods, the buyer is obliged to involve the seller in the case, and the seller is obliged to enter into this case on the buyer’s side. The seller, when entering into a dispute about the seizure of goods, is able to ensure the protection of the buyer’s rights.

Failure of the buyer to involve the seller in the case relieves the seller of liability to the buyer if the seller proves that by taking part in the case, he could have prevented the seizure of the buyer's sold goods.

A seller who is attracted by the buyer to participate in the case, but does not take part in it, is deprived of the right to prove that the buyer conducted the business incorrectly (Article 432 of the Civil Code).

In case of violation of the obligation to transfer the goods with the required completeness or to transfer a certain set of goods, the buyer has the right, at his choice, to demand from the seller a proportionate reduction in the purchase price or replenishment of the goods (transfer of all goods included in the set) within a reasonable time. If the seller has not complied with the buyer’s requirements to complete the goods within a reasonable time, the buyer has the right, at his choice, to demand the replacement of the incomplete goods with a complete one (based on the nature of the obligation, such a demand cannot be made in case of violation of the condition on the transfer of a set of goods) or to refuse to fulfill the contract purchase and sale and demand a refund of the amount of money paid.

Transfer of goods subject to packaging and (or) packaging without containers or packaging or in improper containers or packaging entails the buyer’s right to demand from the seller: to package and (or) package the goods or replace improper containers and (or) packaging. The above requirements may be presented unless otherwise follows from the essence of the obligation or the nature of the goods. Instead of demands for the provision or replacement of containers (packaging), the Buyer has the right to present to the seller demands arising from the transfer of goods of inadequate quality (clause 2 of Article 452 of the Civil Code).

Responsibility under the purchase and sale agreement may be assigned to per buyer in case of violation of his obligations. In cases where the buyer, in violation of the law or the contract, does not accept or refuses to accept the goods, the seller has the right to refuse to fulfill the contract (clause 3 of Article 454 of the Civil Code).

Violation of the buyer's obligation to pay for the goods entails unfavorable consequences for him, provided for by law and the contract.

If the buyer does not timely pay for the goods transferred in accordance with the contract, the seller has the right to demand payment for the goods and payment of interest in accordance with Art. 366 of the Civil Code (clause 3 of Article 456 of the Civil Code). Collection of the provisions provided for in Art. 366 of the Civil Code or an agreement of interest for the use of others in cash does not relieve the buyer from the obligation to compensate for losses caused to the buyer by refusal to pay or late payment for the goods.

If the buyer, in violation of the contract, refuses to accept and pay for the goods, the seller has the right, at his choice, to demand payment for the goods or refuse to fulfill the contract (clause 4 of Article 456 of the Civil Code).

When the seller, in accordance with the contract, is obliged to transfer to the buyer not only goods that the buyer has not paid for, but also other goods, the seller has the right to suspend the transfer of these goods until full payment for all previously transferred goods, unless otherwise provided by law or the contract (clause 5, Article 456 of the Civil Code).

If the buyer fails to fulfill the obligation to make advance payment for the goods, the seller in accordance with Art. 309 of the Civil Code has the right to suspend the fulfillment of its obligation or refuse to fulfill this obligation and demand compensation for losses. If the advance payment stipulated by the contract is not made in full, the seller has the right to suspend the fulfillment of his obligation to transfer the goods or refuse to fulfill it in the part not paid by the buyer (clause 2 of Article 457 of the Civil Code).

If the seller, who has received the advance payment amount, does not fulfill his obligations to transfer the goods within the prescribed period, the buyer has the right to demand the transfer of the paid goods or the return of the advance payment amount for the goods not transferred by the seller. In this case, interest is payable on the amount of the advance payment, unless otherwise provided by the contract, in accordance with Art. 366 of the Civil Code from the day when, according to the contract, the transfer of goods should have been made, until the day the goods are transferred to the buyer or the amount pre-paid by him is returned to him (clause 4 of Article 457 of the Civil Code).

If the buyer fails to fulfill the obligation to pay for goods sold on credit with installment payment, the consequences will be different than under the contract for the sale of goods on credit. The seller has the right to demand the return of goods only if certain conditions. When the buyer does not make the next payment within the period established by the contract for the goods sold in installments and transferred to him, the seller has the right to refuse to fulfill the contract and demand the return of the sold goods, except in cases where the amount of payments received from the buyer exceeds half the price of the goods (clause 2 of Article 459 of the Civil Code).

If the buyer fails to fulfill the obligation to notify the seller about the improper performance of the purchase and sale agreement, he may be deprived of the right to make certain demands on the seller if the latter proves that the buyer’s failure to fulfill this obligation has resulted in the impossibility of satisfying his demands or entails disproportionate costs for the seller compared to the seller. disagreement with those that he would have suffered if he had been promptly notified of the violation of the terms of the contract.

In the presence of the above conditions, the seller has the right to refuse, in whole or in part, to satisfy the following requirements of the buyer (clause 2 of Article 453 of the Civil Code):

• * about transferring to him what is missing quantity of goods,
• * about the replacement of goods that do not meet the pre-conditions. sales talk about quality or assortment,
• * about eliminating product defects,
• * on replenishment of goods or on replacement of incomplete goods with complete ones,
• * on packaging and (or) packaging of goods or on replacement of improper containers and (or) packaging of goods.

The specified consequences of failure by the buyer to notify the seller of a violation of the terms of the contract do not occur if the buyer proves that the seller knew or should have known that the goods transferred to the buyer do not comply with the terms of the sales contract (clause 3 of Article 453 of the Civil Code).

The Civil Code regulates in some detail issues of liability (in particular the seller) under a retail sales contract. According to the general rule established by Article 476, in relation to goods for which the seller has provided a quality guarantee, the seller is liable for defects in the goods unless he proves that the defects in the goods arose after its transfer to the buyer as a result of the buyer’s violation of the rules for using the goods or storing them, in other cases The seller is responsible for defects in the goods if the buyer proves that the defects in the goods arose before its transfer to the buyer or for reasons that arose before that moment.

The Law “On the Protection of Consumer Rights”, noting the responsibility of the seller (manufacturer), establishes that for violation of consumer rights the seller (manufacturer) bears liability provided for by law or contract (Article 13 of the Law “On the Protection of Consumer Rights”). Losses caused to the consumer are subject to compensation in full in excess of the penalty (penalty) established by this law or agreement. Payment of a penalty (penalty) and compensation for losses do not relieve the seller (manufacturer) from fulfilling his obligations in kind to the consumer. The seller (manufacturer) is released from liability for failure to fulfill obligations or for improper fulfillment of obligations only if he proves that the failure to fulfill obligations or their improper fulfillment occurred due to force majeure.

If the court satisfies the consumer’s demands established by the Law “On the Protection of Consumer Rights,” the court has the right to make a decision to collect from the seller (manufacturer) who violated the consumer’s rights a fine in the federal budget in the amount of the cost of the claim for failure to comply with the voluntary procedure for satisfying the consumer’s demands.

In accordance with Art. 14 of the Law “On the Protection of Consumer Rights”, harm caused to the life, health or property of the consumer due to design, manufacturing, prescription or other defects of the product is subject to compensation in full. The right to demand compensation for damage caused as a result of defects in the goods is recognized for any victim, regardless of whether he was in a contractual relationship with the seller or not. Damage caused to the life, health or property of the consumer is subject to compensation if the harm was caused within deadline service or shelf life of the product (work).

Moral damage caused to the consumer as a result of violation by the manufacturer (seller) or an organization performing the functions of the manufacturer (seller) on the basis of an agreement with him, consumer rights provided for by the laws and legal acts of the Russian Federation regulating relations in the field of consumer rights protection, is subject to compensation by the causer of harm when the presence of his guilt. The amount of compensation for moral damage is determined by the court. Compensation for moral damage is carried out regardless of compensation for property damage and losses incurred by the consumer.

The terms of the contract that infringe on the rights of the consumer in comparison with the rules established by laws or other legal acts of the Russian Federation in the field of consumer rights protection are declared invalid. If, as a result of the execution of a contract that infringes on the rights of the consumer, he incurs losses, they are subject to compensation by the manufacturer (seller) in full.

Raising the main issue of this work, it is necessary to consider individual cases of liability of each person associated with a retail purchase and sale agreement, both being a party to the agreement and not being such. So, the seller’s liability occurs in the following cases:

If the buyer is not given the opportunity to obtain it immediately at the point of sale necessary information about the goods, he has the right to demand from the seller compensation for losses caused by unjustified avoidance of concluding a retail purchase and sale contract (clause 4 of Article 445), and if the contract is concluded, within a reasonable time, refuse to fulfill the contract, demand the return of the amount paid for the goods and compensation for other losses. The seller, who did not provide the buyer with the opportunity to obtain relevant information about the product, is also responsible for defects in the product that arose after its transfer to the buyer, in respect of which the buyer proves that they arose due to his lack of such information (Article 495 of the Civil Code).

If, when selling goods using machines, the buyer is not provided with the paid goods, the seller is obliged, at the buyer’s request, to immediately provide the buyer with the goods or return the amount paid by him (Article 498 of the Civil Code).

The seller has the right to sell goods of inadequate quality to the buyer, if its defects were not specified by the seller, at his own choice in accordance with Art. 503 Civil Code require:

Replacing a defective product with a product of good quality;

Immediate free elimination of product defects;

Reimbursement of expenses for eliminating product defects.

Let's give an example from practice.

The crux of the matter. The seller and the buyer entered into a purchase and sale agreement, under the terms of which the seller agreed to transfer the wheeled tractor and certificate-invoice into the ownership of the buyer, and the buyer agreed to accept and pay for the goods.

In the contract, the parties established a 12-month warranty period for the product being sold, calculated from the date of its commissioning.

In fulfillment of the accepted obligations, the buyer transferred payment for the goods to the seller by payment order, and the latter handed over the tractor and the certificate-invoice according to the tractor delivery and acceptance certificate. The facts of the defendant receiving payment for the goods and its delivery for the specified amount are not disputed by the parties.

During operation during the first year, the tractor was repaired more than ten times. By telegram, the buyer informed the seller about the presence of defects in the parts and assemblies of the purchased product and about the impossibility of its further operation.

Failure to resolve this situation served as the basis for the buyer to apply to the court with a claim for recognition on the basis of Art. 178 of the Civil Code of the Russian Federation, the sale and purchase agreement is invalid and the consequences of the invalidity of the transaction are applied in the form of a return of the funds received.

The court's position. According to Art. 309 of the Civil Code of the Russian Federation, obligations must be fulfilled properly in accordance with the terms of the obligation and the requirements of the law and other legal acts.

Based on paragraph 1 of Art. 469 of the Civil Code of the Russian Federation, the seller is obliged to transfer to the buyer goods, the quality of which corresponds to the purchase and sale agreement.

From expert opinion it follows that from a technical point of view, at the time of inspection, the tractor is inoperable due to a malfunction of the fuel equipment and violation of the adjustments of components and assemblies, however, all identified deficiencies are removable, the tractor can be used for its intended purpose after repair work, replacing cracked hoses and adjusting components and assemblies.

In accordance with paragraph 1 of Art. 518 of the Civil Code of the Russian Federation, a buyer who has been supplied with goods of inadequate quality has the right to present to the supplier the requirements provided for in Art. 475 of the Civil Code of the Russian Federation.

By virtue of paragraph 1 of Art. 475 of the Civil Code of the Russian Federation, the buyer has the right, at his choice, to present to the seller one of the following demands: a proportionate reduction in the purchase price; free elimination of defects in the goods within a reasonable time or reimbursement of their expenses for eliminating defects in the goods.

Other legal consequences are established in paragraph 2 of Art. 475 of the Civil Code of the Russian Federation for significant violations of product quality requirements. At the buyer's choice, the seller is obliged to either replace the product with one that will comply with the contract, and if the quality is not determined by the contract - to the requirements provided for in paragraph 2 of Art. 469 of the Civil Code of the Russian Federation, or if the buyer refuses to fulfill the contract, return to him the amount of money paid for the goods.

It was established that the plaintiff took advantage of the right granted to him to demand from the seller the return of the amount of money paid for the goods.

In accordance with paragraph 2 of Art. 476 of the Civil Code of the Russian Federation in relation to goods for which the seller has provided a quality guarantee, the seller is responsible for the defects of the goods unless he proves that the defects of the goods arose after its transfer to the buyer as a result of the buyer’s violation of the rules for using the goods or storing them, or the actions of third parties, or force majeure.

Protocols of field assignments indicate that the plaintiff repeatedly contacted the department during the warranty period Maintenance transport for tractor repair.

In the situation under consideration, the defendant, who bears the burden of proving the absence of his guilt in the resulting defects in the product, did not confirm with documents the fact of the plaintiff’s violation of the rules for operating the vehicle.

By virtue of clause 3 of Art. 477 of the Civil Code of the Russian Federation, if a product has a warranty period, the buyer has the right to make claims related to defects in the product if defects are discovered during the warranty period.

Under such circumstances, the claim for recovery of the cost of the goods was satisfied by Resolution of the Federal Antimonopoly Service of the Volga-Vyatka District dated 06/07/2008 No. A79-4239/2007 // SPS Consultant Plus..

Article 18 of the Russian Law “On the Protection of Consumer Rights” provides for broader buyer rights; in the same situation, he has the right, at his own discretion, to demand:

Free elimination of product defects or reimbursement of costs for their correction by the consumer or a third party;

A proportionate reduction in the purchase price;

Replacement with a product of a similar brand (model, article);

Replacement with the same product of a different brand (model, article) with a corresponding recalculation of the purchase price;

Termination of the purchase and sale agreement. In this case, the consumer is obliged to return the defective product.

In this case, the buyer also has the right to demand full compensation for losses caused to him as a result of the sale of goods of inadequate quality.

The seller is responsible for defects in the goods if the buyer proves that the defects in the goods arose before its transfer to the buyer or for reasons that arose before that moment. The burden of proving that defects in the goods for which the seller provides a quality guarantee arose due to a reason beyond the control of the seller lies with the seller. If there is no quality guarantee, the burden of proof lies with the buyer. These conclusions are confirmed by judicial practice.

FAS West Siberian District in its Resolution dated August 15, 2006. No. F04-4496/2006(24547-A75-12), referring to the norms of Article 476 of the Civil Code of the Russian Federation, proceeded from the fact that since the defendant did not prove the fact that defects in the specified product occurred due to the buyer’s violation of the rules for its use and warranty repairs were carried out by the buyer, therefore the claim claims for recovery of the amount of warranty repairs performed by the buyer are subject to satisfaction in full.

The Federal Antimonopoly Service of the North-Western District, in Resolution No. A56-27705/04 dated May 24, 2006, also explains that Article 476 of the Civil Code of the Russian Federation excludes the seller’s liability only if the buyer does not prove that the defects of the goods arose before its transfer to the buyer or after reasons that arose up to this point.

And the FAS North Caucasus District, noting in Resolution No. F08-2114/2006 dated 06/07/2006 that the burden of proving the reasons for the poor quality of the goods in the presence of an appropriate guarantee rests with the seller, explained that the provisions of Article 476 of the Civil Code of the Russian Federation do not exempt the buyer from proving the fact of poor quality of the goods, the nature of the identified deficiencies and the amount of expenses incurred Resolution of the Federal Antimonopoly Service of the West Siberian District dated August 15, 2006 No. F04-4496/2006(24547-A75-12) in case No. A75-10616/2005. Since the seller did not prove the fact of the occurrence of defects in the goods as a result of the buyer’s violation of the rules of its operation, the claim for recovery of the cost of warranty repairs carried out by the buyer was reasonably satisfied. // SPS Consultant Plus..

The buyer also has the right to demand replacement of a technically complex or expensive product in the event of a significant violation of the requirements for its quality (Article 503 of the Civil Code). The list of technically complex goods in respect of which consumer demands for their replacement are subject to satisfaction in the event of significant deficiencies in the goods was approved by Decree of the Government of the Russian Federation of May 13, 1997 No. 575. Instead of presenting these requirements, the buyer has the right to refuse to fulfill the retail purchase and sale agreement and demand a refund of the amount of money paid for the goods in the following cases:

If the buyer discovers defects in the goods, the properties of which do not allow them to be eliminated, the buyer has the right, at his choice, to demand the replacement of such goods with goods of proper quality or a commensurate reduction in the purchase price. Instead of presenting these requirements, the buyer has the right to refuse to fulfill the retail purchase and sale agreement and demand the return of the amount of money paid for the goods (Article 503 of the Civil Code).

Failure of the seller to fulfill the obligation to transfer the goods to the buyer free from any rights of third parties gives the buyer the right to demand a reduction in the price of the goods or termination of the purchase and sale agreement, unless it is proven that the buyer knew or should have known about the rights of third parties to this product (Article 460 of the Civil Code ).

In case of seizure of goods from the buyer by third parties on grounds that arose before the execution of the purchase and sale agreement, the seller is obliged to compensate the buyer for losses incurred unless he proves that the buyer knew or should have known about the existence of these grounds (Article 461 of the Civil Code). Any agreement between the parties to release the seller from liability in the event of a demand for the purchased goods from the buyer by third parties or to limit it is invalid.

If the seller does not transfer or refuses to transfer to the buyer accessories or documents related to the goods that he must transfer in accordance with the law, other legal acts or the purchase and sale agreement, the buyer has the right to assign him a reasonable period for their transfer. If accessories or documents related to the goods are not transferred by the seller within this period, the buyer has the right to refuse the goods (Article 464 of the Civil Code).

Transfer of incomplete goods (contrary to the obligation under Article 478 of the Civil Code), in this case the buyer has the right, at his own discretion, to demand from the seller (Article 480 of the Civil Code):

A proportionate reduction in the purchase price;

Replenishment of goods within a reasonable time.

If the seller has not complied with the buyer’s requirements to complete the goods (previous paragraph) within a reasonable time, the buyer has the right, at his choice (Article 480 of the Civil Code):

Request replacement of an incomplete product with a complete one;

Refuse to execute the purchase and sale agreement and demand the return of the amount paid.

When a product to be packaged is transferred to the buyer without containers and (or) packaging or in improper containers and (or) packaging, the buyer has the right to require the seller to package and (or) package the goods or replace the improper containers and (or) packaging, unless otherwise follows from agreement, the essence of the obligation or the nature of the goods Civil Code of the Russian Federation (part two) dated January 26, 1996 (as amended on May 8, 2010) // SPS Consultant Plus..

Most often, the seller does not provide proper information about the product, does not respect the buyer’s right to the safety of the product, violates the terms of fulfillment of the warranty obligation, etc. At the same time, violators of consumer rights can be both small business entities, for example, auto repair shops that carry out poor-quality repairs, and giant companies from the consumer’s point of view that hide the facts release of unsafe goods. Civil Code The Russian Federation distinguishes the following types of retail purchase and sale agreements: sale...

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The seller is obliged to transfer to the buyer the goods provided for in the sales contract (Article 456). The seller’s obligation to transfer the goods to the buyer is considered fulfilled at the moment:

Delivery of goods to the buyer or a person indicated by him, if the contract provides for the seller’s obligation to deliver the goods;

Providing the goods at the disposal of the buyer, if the goods must be transferred to the buyer or a person indicated by him at the location of the goods. (Article 458)

The seller is obliged to transfer the goods to the buyer free from any rights of third parties, unless the buyer agreed to accept the goods encumbered by the rights of third parties. (Article 460)

When the goods are withdrawn from the buyer by third parties on grounds that arose before the execution of the sales contract, the seller is obliged to compensate the buyer for losses incurred unless he proves that the buyer knew or should have known about the existence of these grounds. (Article 461)

If a third party, on grounds that arose before the execution of the purchase and sale agreement, brings a claim against the buyer for the seizure of goods, the buyer is obliged to involve the seller in participating in the case, and the seller is obliged to enter into this case on the buyer’s side. (Article 462)

The seller is obliged to transfer to the buyer the goods, the quality of which corresponds to the purchase and sale agreement.

If there are no conditions in the sales contract regarding the quality of the goods, the seller is obliged to transfer to the buyer goods suitable for the purposes for which goods of this kind are usually used.

If the seller, at the conclusion of the contract, was informed by the buyer about the specific purposes of purchasing the goods, the seller is obliged to transfer to the buyer the goods suitable for use in accordance with these purposes.

When selling goods based on a sample and (or) description, the seller is obliged to transfer to the buyer the goods that correspond to the sample and (or) description.

If the law or the procedure established by it provides for mandatory requirements for the quality of the goods being sold, then the seller carrying out entrepreneurial activities is obliged to transfer to the buyer goods that meet these mandatory requirements. (Article 469)

The seller is responsible for defects in the goods if the buyer proves that the defects in the goods arose before its transfer to the buyer or for reasons that arose before that moment.

In relation to goods for which the seller has provided a quality guarantee, the seller is responsible for the defects of the goods, unless he proves that the defects of the goods arose after its transfer to the buyer as a result of the buyer’s violation of the rules for using the goods or storing them, or the actions of third parties, or force majeure. (Article 476)

The seller is obliged to transfer to the buyer the goods that comply with the terms of the purchase and sale agreement regarding completeness.

In the event that the purchase and sale agreement does not specify the completeness of the goods, the seller is obliged to transfer to the buyer the goods, the completeness of which is determined by business customs or other usually imposed requirements. (Article 478)

The seller is obliged to transfer the goods to the buyer in containers and (or) packaging, with the exception of goods that, by their nature, do not require packaging and (or) packaging (complying with mandatory requirements, if any, or in the usual way). (Article 481)

When replacing goods of inadequate quality, the seller does not have the right to demand compensation for the difference between the contract price and the price of the same goods at the time of replacement. However, when replacing a defective product with a similar one, the seller has the right to demand compensation for the difference between the price of the defective product and the price of an analogue (Article 504)

If the seller fails to fulfill an obligation under a retail purchase and sale agreement, compensation for losses and payment of a penalty do not relieve the seller from fulfilling the obligation in kind. (Article 505)

81. Donation agreement: concept, form, types, content

A gift agreement is a bilateral gratuitous public contract\agreement of two or more persons, according to which one party (the donor) gratuitously transfers or undertakes to transfer to the other party (the donee) an item of ownership or a property right (claim) to himself or to a third party, or releases or undertakes release her from property obligations to herself or to a third party.

A donation accompanied by the transfer of a gift to the donee may be made orally, except in the following cases:

The donor is entity and the value of the gift exceeds three thousand rubles;

The contract contains a promise of future donation.

Donation of real estate

Transferring ownership of an item belonging to the donor to the donee

Transfer of property rights belonging to the donor to the donee

Transfer to the donee of a property right belonging to the donor in relation to a third party, that is, gratuitous assignment of the right of claim (Article 382, ​​383 of the Civil Code)

Exemption of the donee from the performance of property obligations in relation to the donor

Release of the donee from property obligations in relation to a third party at the expense of the donor, that is, the assumption by the donor of the donee’s debt on himself according to the rules for transferring debt with the consent of the creditor (Article 391 of the Civil Code).

The subject of the contract is a thing in free circulation or limited in circulation (if the donee has the right to it), a property right, a property obligation.

Parties – donor and donee

The recipient has the right to refuse it at any time before the gift is transferred to him. If the gift agreement was concluded in writing, the donor has the right to demand compensation from the donee for actual damage caused by the refusal.

The donor has the right to refuse to fulfill the contract if, after the conclusion of the contract, the property or marital status or health status of the donor has changed so much that the execution of the contract under the new conditions will lead to a significant decrease in his standard of living. In this case, the donee has no right to claim compensation for damages. (Article 577)

The donor has the right to cancel the donation if the donee has made an attempt on his life, the life of one of his family members or close relatives, or has intentionally caused bodily harm to the donor, and also if the donee’s handling of the donated item, which is of great non-property value for the donor, creates a threat to it irretrievable loss. In case of cancellation of the donation, the donee is obliged to return the donated item if it was preserved in kind at the time of cancellation of the donation. (Article 578)

82. Supply contract: concept, content, execution, termination

Supply contract is a bilateral paid public contract/agreement of two or more persons, according to which the supplier-seller, engaged in entrepreneurial activities, undertakes to transfer, within a specified period or terms, the goods produced or purchased by him to the buyer for use in entrepreneurial activity or for other purposes not related to personal, family, household or other similar use.

Essential conditions are the subject and time of delivery.

Item - only goods intended for use in business activities or for other purposes not related to personal, family, household and other similar use

The delivery period is determined within the overall validity period of the contract; it can be determined by a calendar date or a period of time. In the first case, goods must be supplied in equal monthly batches, and a schedule for the delivery of goods can also be established. Early delivery is possible only with the consent of the buyer. (Article 508)

Execution

The supply of goods is carried out by the supplier by shipping (transferring) the goods to the buyer, who is a party to the supply agreement, or to the person specified in the agreement as the recipient. If there is a provision in the contract on a shipping order, the shipment (transfer) of goods is carried out by the supplier to the recipients specified in the shipping order. The contents of the shipping order and the period for its sending by the buyer to the supplier are determined by the contract. (Article 509)

Delivery of goods is carried out by the supplier by shipping them by transport provided for in the supply agreement, and on the terms specified in the agreement. If there are no delivery terms in the contract, they remain at the discretion of the supplier. (Article 510)

The buyer (recipient) is obliged to take all necessary actions to ensure acceptance of the goods delivered in accordance with the supply agreement.

Goods accepted by the buyer (recipient) must be inspected by him within the period specified by law, other legal acts, supply agreement or business customs.

The buyer (recipient) is obliged, within the same period, to check the quantity and quality of the accepted goods in the manner prescribed by law, other legal acts, agreements or business customs, and immediately notify the supplier in writing of any identified inconsistencies or defects in the goods. (Article 513)

Termination

A unilateral refusal to execute a supply agreement (in whole or in part) or a unilateral change thereof is permitted in the event of a significant violation of the agreement by one of the parties.

A violation of the supply agreement by the supplier is considered significant in the following cases:

deliveries of goods of inadequate quality with defects that cannot be eliminated within a timeframe acceptable to the buyer;

repeated violation of delivery deadlines.

A violation of the supply agreement by the buyer is considered significant in the following cases:

repeated violation of payment terms for goods;

repeated non-selection of goods.

83. Lease agreement: concept, content, termination

A supply contract is a bilateral paid public contract\agreement of two or more persons, according to which the lessor (tenant) undertakes to provide the lessee (tenant) with property for a fee for temporary possession and use or for temporary use.

Item - land and other isolated natural objects, enterprises and other property complexes, buildings, structures, equipment, vehicles and other things that do not lose their natural properties during use (non-consumable things). (Article 607)

Lessor - the owner or a person authorized by the owner or by law to lease property (Article 608)

Form - Lease agreement for a period of more than a year, and if at least one of the parties to the agreement is a legal entity, regardless of the term, must be concluded in writing; when leasing real estate, it is subject to state registration (Article 609)

The lease agreement is concluded for the period specified in the agreement. If the lease term is not specified in the agreement, the lease agreement is considered to be concluded for an indefinite period. (Article 610)

Termination

In the case of an indefinite lease period, each of the parties has the right to cancel the agreement at any time by notifying the other party one month in advance, and in the case of leasing real estate, three months in advance. (Article 610)

The transfer of ownership (economic management, operational management, lifelong inheritable ownership) of leased property to another person is not grounds for changing or terminating the lease agreement. (Article 617)

On demand landlord The lease agreement may be terminated early by the court in cases where the tenant:

1) uses the property with a significant violation of the terms of the contract or the purpose of the property or with repeated violations;

2) significantly deteriorates the property;

3) fails to pay rent more than two times in a row after the expiration of the payment period established by the contract;

4) does not carry out major repairs of the property within the time period established by the lease agreement, and in the absence of them in the agreement, within a reasonable time period in cases where, in accordance with the law, other legal acts or the agreement, major repairs are the responsibility of the tenant. (Article 619)

On demand tenant The lease agreement may be terminated early by the court in cases where:

1) the lessor does not provide the property for use by the lessee or creates obstacles to the use of the property in accordance with the terms of the agreement or the purpose of the property;

2) the property transferred to the tenant has defects that prevent its use, which were not specified by the lessor when concluding the contract, were not known to the tenant in advance and should not have been discovered by the tenant during an inspection of the property or checking its serviceability when concluding the contract;

3) the lessor does not carry out major repairs of the property, which is his responsibility, within the time period established by the lease agreement, and if they are not specified in the agreement, within a reasonable time period;

4) the property, due to circumstances for which the tenant is not responsible, will be in a condition unsuitable for use.

Leasing agreement

A leasing agreement is a bilateral paid public contract\agreement of two or more persons, according to which the lessor undertakes to acquire ownership of the property specified by the lessee from a seller specified by him and to provide the lessee with this property for a fee for temporary possession and use.

The subject of the financial lease agreement is non-consumable things, except for land plots and other natural objects. (Article 666)