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COMMERCIAL CODE

^ ] Commercial Code - Table of Contents ] Commercial Code - Table of Article ] Decree-Law no. 40/99/M ] Commercial Code - Art. 1 - 100 ] Commercial Code - Art. 101 - 200 ] Commercial Code - Art. 201 - 300 ] Commercial Code - Art. 301 - 400 ] Commercial Code - Art. 401 - 500 ] Commercial Code - Art. 501 - 600 ] Commercial Code - Art. 601 - 700 ] [ Commercial Code - Art. 701 - 800 ] Commercial Code - Art. 801 - 900 ] Commercial Code - Art. 901 - 1000 ] Commercial Code - Art.1001 - 1100 ] Commercial Code - Art. 1101 - 1200 ] Commercial Code - Art. 1201 - 1268 ]


Article 701

(Obligation of minimum sale)

The obligation of a franchisee to periodically sell a minimum quantity, or to acquire a certain quota of goods, or to reach a certain share of market penetration, is subject to article 663.

Article 702

(Obligation of confidentiality and non-competition)

Articles 629 and 630 are applicable to the franchisee, with the necessary adaptations.

CHAPTER III

TRANSFER OF CONTRACTUAL POSITION

Article 703

(Transfer of position of franchisee)

1. A franchiser can oppose the transfer inter vivos of the position of franchisee inherent in the sale of the respective enterprise, in accordance with paragraph 1 of article 672.

2. The franchiser, or a third party indicated by him, has a right of pre-emption in case of transfer of the franchisee's enterprise.

3. Paragraph 1 applies, with the necessary adaptations, to temporary transfers of the enjoyment of the franchisee's enterprise.

CHAPTER IV

TERMINATION OF CONTRACT

Article 704

(Termination of contract)

Termination of a franchising contract is regulated, with the necessary adaptations, by the provisions on termination of the commercial concession contract, in all respects not especially provided for in this Chapter.

Article 705

(Transfer upon death or extinction of franchisee)

1. A franchise contract does not lapse as a result of the death of the franchisee or, in the case of a collective person, by its extinction, if the successor or the adjudicating associate continue the operation of the enterprise.

2. In any of the cases mentioned in the previous paragraph, the franchiser can subject the transfer to the condition of successful attendance by the transferee of the training program to which he subjects the admission of new franchisees.

Article 706

(Termination of use of know-how and distinctive marks)

Without prejudice to the following article, after termination of a contract the franchisee cannot continue to use the industrial and intellectual property rights or the know-how authorized in the framework of the franchise contract.

Article 707

(Termination of contract for reasons not imputable to franchisee)

1. If a franchising contract is terminated for reasons not imputable to the franchisee, the franchiser is obliged either:

a) to repurchase goods not sold by the end of the contract, for the price at which he sold them to the franchisee, with the exception of those goods bought by the latter after having received a declaration terminating the contract; or

b) to allow the franchisee to continue to use his industrial or intellectual property rights until the exhaustion of the goods mentioned in the previous subparagraph.

2. The franchiser is also obliged to compensate the franchisee for expenses incurred, before the communication of the declaration mentioned in subparagraph a) of the previous paragraph, in promotional activities with effects continuing beyond termination of the contract, namely advertising.

TITLE IX

BROKERAGE CONTRACT

Article 708

(Broker)

A broker is a person who places two or more interested parties in contact for the agreement of a transaction, without being connected to any of such parties by way of a legal relation of collaboration, dependence or representation.

Article 709

(Commission)

1. A broker has the right to be paid a commission by the parties, if a transaction is concluded as a result of his intervention.

2. The amount of the commission and the proportion of it due from each of the parties shall be determined, in the absence of agreement, professional fee schedules or usage, by the court, on an equitable basis.

Article 710

(Reimbursement of expenses)

1. Except if there is an agreement to the contrary, a broker is entitled to reimbursement of expenses he has incurred.

2. Reimbursement of expenses that a broker has incurred is due from the party for whose account they were made, even if the transaction is not concluded.

Article 711

(Commission in case of conditional or invalid contracts)

1. If a contract is subject to a suspensive condition, the right to commission is created at the moment when such condition is fulfilled.

2. If the contract is subject to a resolutory condition, the right to commission is not affected by the fulfillment of the condition.

3. The previous paragraph applies to cases in which the contract is voidable, if the broker did not know the cause of invalidity.

Article 712

(Plurality of brokers)

If a contract is agreed as a result of the intervention of more than one broker, each of them has the right to a share of the commission.

Article 713

(Obligation to communicate circumstances relating to transaction)

A broker is obliged to communicate to the parties all facts known to him, related to the assessment and security of the transaction, which may be of a nature to influence its conclusion.

Article 714

(Obligations of professional brokers)

A professional broker in contracts related to merchandise or securities shall:

a) retain samples of merchandise sold by sample, as long as a possibility of controversy about its conformity remains;

b) record in a separate book the essential elements of contracts agreed with his intervention and give to the parties a copy of every such record signed by him.

Article 715

(Representation by broker)

A broker can be charged by one of the parties with the task of representing him in acts relating to the execution of a contract concluded with his intervention.

Article 716

(Undisclosed contracting party)

1. A broker who does not disclose to one of the contracting parties the name of the other shall be liable for execution of the contract and, after performing it, is subrogated in the rights arising from the contract against the undisclosed party.

2. If, after conclusion of the contract, the undisclosed party discloses his identity to the counterpart or is named by the broker, any of the contracting parties can take action directly against the other, but the liability of the broker is maintained.

Article 717

(Bail by broker)

A broker can post bail for one of the parties.

Article 718

(Limitation of actions)

The right of a broker to payment of commission is barred one year after the agreement of the contract.

Article 719

(Special legislation)

The provisions of this Title apply to all brokerage contracts, without prejudice to provisions of special legislation.

TITLE X

ADVERTISING CONTRACTS

CHAPTER I

ADVERTISING CONTRACT

SECTION I

GENERAL PROVISIONS

Article 720

(Concept)

1. An advertising contract is that by which one of the parties undertakes to create, produce and execute another party's advertising, against remuneration.

2. If the advertising contract includes the design of advertising conceptions, the provisions on the contract of advertising conception also apply.

Article 721

(Forbidden clauses)

Any clauses of exclusion or limitation of such civil liability as the parties may incur towards third parties as a consequence of advertising, shall be void.

Article 722

(Clause guaranteeing revenue)

Any clauses by which the advertising entrepreneur, directly or indirectly, guarantees the economic performance or the commercial results of advertising, or that foresee his liability for such cause, shall be considered as not written.

Article 723

(Duty of abstention)

None of the parties can use any idea, information or advertising material supplied by the counterpart for purposes other than those agreed.

SECTION II

RIGHTS AND OBLIGATIONS OF PARTIES

SUBSECTION I

RIGHTS AND OBLIGATIONS OF ADVERTISING ENTREPRENEUR

Article 724

(Enumeration)

An advertising entrepreneur namely is obliged to:

a) undertake all acts necessary for the preparation and execution of advertising;

b) follow the instructions of the client relating to the preparation and execution of the advertising;

c) submit for prior approval of the advertiser all acts mentioned in subparagraph a);

d) control the diffusion of the advertising in the advertising media;

e) not undertake advertising for products or services in direct competition with those which are the object of the contract concluded with the client, except if there is an agreement to the contrary;

f) render accounts as agreed, or whenever justified.

Article 725

(Protection of advertiser's interests)

In fulfilling a contract, an advertising entrepreneur is obliged to act in such a way as to protect as best as possible the client's interests.

Article 726

(Obligation of confidentiality)

An advertising entrepreneur cannot, even after termination of the contract, use or disclose to third parties secrets of the other party that were entrusted to him or that he gained knowledge of in the exercise of his activity, nor can he communicate to third parties any advertising planned for the client.

Article 727

(Remuneration)

In the absence of an agreement by the parties, the remuneration of an advertising entrepreneur shall be calculated according to usage or, in its absence, in accordance with equity.

Article 728

(Right to remuneration)

An advertising entrepreneur has the right to remuneration for advertising made that objectively complies with the terms of the contract or with the client's instructions, irrespective of its approval by the client.

SUBSECTION II

RIGHTS AND OBLIGATIONS OF CLIENT

Article 729

(Obligations of client)

A client namely is obliged to:

a) pay the agreed remuneration;

b) provide to the advertising entrepreneur the elements that, under the circumstances, are necessary for the preparation and execution of the advertising;

c) reimburse the advertising entrepreneur for expenses that he has, with justification, considered indispensable, with default interest added from the moment they were incurred.

Article 730

(Supervision of advertising)

1. A client has the right to supervise the preparation and execution of advertising of his goods and services, namely the:

a) formal expression of the elements that incorporate it;

b) choice of the advertising media for its diffusion;

c) timing.

2. The advertiser also has the right to supervise the results of the advertising diffused, and namely to obtain:

a) the data on its diffusion or equivalent figures and the respective certification;

b) information on the quantitative importance and characteristics of the public reached by the advertising and the methods by means of which these elements were obtained.

SECTION III

DEFECTS OF ADVERTISING AND EXTINCTION OF CONTRACT

Article 731

(Reduction of remuneration or repetition of advertising)

If the advertising is not adjusted, in any of its essential elements, to the contract or to the express instructions of the client, he has the right to demand a proportional reduction of the remuneration or the total or partial repetition of the advertising in the agreed terms, in both cases without prejudice to the right to compensation for damage suffered.

Article 732

(Rescission)

If the defects mentioned in the previous article render the advertising inadequate for its purpose, or if the advertising entrepreneur, without just cause, does not perform as agreed or performs after the agreed time limit, the client can rescind the contract and demand the return of the amounts already paid, as well as compensation for damage suffered.

Article 733

(Withdrawal by client)

A client can at any moment withdraw from advertising, even if its execution has already been initiated, provided that he compensates the counterpart for his expenses and labor and for the profit that he could gain from the contract, as well as any liability that he may incur towards third parties for such reason.

Article 734

(Effects of extinction of contract)

Irrespective of its cause, the extinction of the contract does not affect the rights of the entrepreneur in relation to advertising already made.

CHAPTER II

ADVERTISING DIFFUSION CONTRACT

Article 735

(Concept)

An advertising diffusion contract is that by which one of the parties undertakes, against remuneration, to allow the other the advertising use of available spaces, physical or temporal, for advertising, and to undertake the technical activity necessary to attain the advertising objective.

Article 736

(Diffusion of advertising)

A holder of advertising media is obliged to adopt adequate measures in order to ensure the effective diffusion of the counterpart's advertising to its audience.

Article 737

(Duty of creditor)

A counterpart is obliged to deliver to the holder of advertising media, with adequate advance in relation to the programmed diffusion, the elements that constitute the advertising, in a condition that allows their reproduction.

Article 738

(Defective performance)

1. A holder of advertising media who, as a result of causes imputable to him, executes an advertising order with amendments, defects or misrepresentation of any of its essential elements, is obliged to repeat the advertising under the terms contractually agreed.

2. If repetition is not possible, the counterpart has the right to a reduction of the price, and to be compensated for damage suffered.

Article 739

(Non-performance of obligation of diffusion of advertising)

1. Except in case of force majeure, if a holder of advertising media does not diffuse the advertising, the counterpart can either claim a subsequent diffusion under the agreed terms, or rescind the contract, with return of amounts paid for the advertising that was not diffused, without prejudice to the right to be compensated for damage suffered.

2. If non-diffusion is imputable to the counterpart, the holder of advertising media has the right to be compensated for the resulting damage and to receive the price in its entirety, unless he has totally or partly occupied the contracted space with other advertising.

Article 740

(Reference)

The provisions of articles 721 to 723 and of paragraph 2 of article 730 apply to the advertising diffusion contract, with the necessary adaptations.

CHAPTER III

ADVERTISING CREATION CONTRACT

Article 741

(Concept)

An advertising creation contract is that by which one of the parties undertakes to conceive and to prepare for the other party a project for an advertising campaign, or part of it, or any other element of advertising, against remuneration.

Article 742

(Making of advertising creation)

An advertising creator shall conceive his work in conformity with what has been agreed, and without defects that impair its ability to achieve the goals mentioned in the contract.

Article 743

(Obligation of confidentiality)

A creator cannot, even after termination of the contract, use or disclose to third parties elements that the other party has entrusted to him for the execution of the advertising creation, nor communicate to third parties the advertising creation prepared or being conceived for the counterpart.

Article 744

(Withdrawal from contract)

A counterpart can at any moment withdraw from an advertising creation, even if its conception has been initiated, provided that he compensates the creator for his expenses and labor and for profit that could be earned from the advertising creation.

Article 745

(Protection of advertising creations)

1. Advertising creations enjoy the rights granted by copyright law if they meet the requirements of the respective legal provisions.

2. Notwithstanding the previous paragraph, the patrimonial rights over an advertising creation are presumed to be assigned exclusively to the counterpart as a result of the advertising creation contract, and for the goals mentioned in it, except if there is an agreement to the contrary.

Article 746

(Reference)

Articles 721 to 723, 727 and 728 apply to the advertising creation contract, with the necessary adaptations.

CHAPTER IV

SPONSORSHIP CONTRACT

Article 747

(Concept)

An advertising sponsorship contract is that by which the sponsored, in exchange for an economic contribution towards its activity, whether sport, charitable, cultural, scientific, or of other nature, undertakes to collaborate in the advertising of the sponsor.

Article 748

(Reference)

An advertising sponsorship contract is regulated by the provisions of the advertising diffusion contract, with the necessary adaptations.

TITLE XI

CARRIAGE CONTRACT

CHAPTER I

GENERAL PROVISIONS

Article 749

(Concept)

A contract of carriage is that by which a person binds himself to conduct persons or goods from one place to another, against payment.

Article 750

(Applicable rules)

A carriage contract is regulated by the legal rules directly applicable to it as a result of the means of transport used and by the provisions of this Title compatible with them.

Article 751

(Gratuitous transport)

The gratuitous carriage of goods or persons is not regulated by the provisions of this Title, unless it is effected in the exercise of a carriage enterprise.

Article 752

(Obligation to transport)

A carrier who offers his services to the public cannot refuse carriage of goods or persons proposed to him, unless there are serious grounds for refusal; however, the passenger, shipper, or consignee is obliged to follow his instructions, if in accordance with the law.

Article 753

(Exclusion and limitation of liability)

A carrier can only exclude or limit his liability to the extent and under the conditions set by the law.

Article 754

(Liability for delay)

A carrier is liable for any damage arising from delay in executing carriage, unless such delay is the result of a cause not imputable to him.

Article 755

(Who can execute carriage)

1. Carriage can be performed directly by the carrier, or by a third party.

2. In the case mentioned in the final part of the previous paragraph, the carrier takes on the position of shipper in relation to the third party.

Article 756

(Limitation of actions in carriage and shipping)

1. The rights derived from a carriage contract are barred after one year.

2. The time limit is 18 months if the carriage started or ended outside Asia.

3. The time limit runs from the day of arrival of the person at his destination or, in case of accident, from the date on which it took place, or from the day on which the goods were or should have been delivered at the place of destination.

CHAPTER II

CARRIAGE OF PERSONS

Article 757

(Duration of carriage)

1. Carriage includes the whole period during which a passenger is in a vehicle, as well as the operations of embarking and disembarking at the place of origin, at the destination, and at intermediate stops.

2. Transportation of a passenger's luggage includes all the time elapsed from the moment at which it was entrusted to the carrier until the moment in which it is delivered by the carrier to the agreed place.

Article 758

(Liability of carrier)

1. A carrier is bound to conduct his passengers safe and sound to their destination.

2. The carrier is liable for any injuries suffered by passengers, and for loss of, or damage to, luggage entrusted to him by passengers, unless these result from a cause not imputable to him.

3. The carrier is not liable for any loss of or damage to money, negotiable instruments, documents, precious metals, jewels, works of art, or other valuable goods, unless such goods have been declared and he has accepted them.

4. The carrier is not liable for the loss of or damage to hand luggage or any other goods in the care of a passenger, unless this results from a cause imputable to him.

Article 759

(Connecting carriage)

1. In case of connecting carriage, each carrier is only liable for its own journey, except if one of the carriers assumed liability for the whole journey.

2. Damage arising from delay or interruption of a journey shall be determined taking into account the whole route.

CHAPTER III

CARRIAGE OF GOODS

Article 760

(Duration of carriage)

The carriage of goods covers the time elapsed from the moment at which goods are entrusted to a carrier until the moment at which such goods are delivered at the agreed place.

Article 761

(Information and delivery of documents)

1. A shipper shall accurately inform the carrier of the name of the consignee, the place of destination, the nature, possible dangerous nature, quality and quantity of the goods, and provide all additional information necessary for good execution of the carriage contract.

2. The shipper shall deliver to the carrier invoices and other documents that ensure the free movement of the goods, namely those necessary to fulfill any tax, customs, sanitary, or police obligations.

3. The shipper is liable towards the carrier for damage arising from omissions or errors in the information provided, and for the lack, insufficiency, or irregularity of any documents.

Article 762

(Bill of lading)

1. A shipper shall, upon request of the carrier, issue a bill of lading signed by him, containing the information mentioned in paragraph 1 of the previous article and the additional agreed conditions.

2. The carrier, upon request of a shipper, shall issue a duplicate of the bill of lading signed by him or, if no bill of lading was delivered to him, a shipping receipt with the same information.

3. Except if there is a legal provision to the contrary, the duplicate of the bill of lading and the shipping receipt can be issued to order or to bearer.

Article 763

(Right to dispose of goods)

1. A shipper has the right to dispose of the goods, especially by requesting the carrier to suspend their transportation, as well as the right to modify the place of delivery, and the right to deliver the goods to a consignee other than the one indicated in the bill of lading.

2. A shipper wanting to exercise the rights mentioned in the previous paragraph shall present to the carrier the duplicate of the bill of lading or shipping receipt that may have been handed to him, in order to have the new instructions and expenses arising from such amendments inserted in it.

3. The right of the shipper to dispose of the goods ceases when they are put at the disposal of the consignee.

4. If the duplicate of the bill of lading or shipping receipt has been issued to order or to bearer, the right mentioned in paragraph 1 belongs to its holder, who must present it to the carrier for the new instructions to be inserted in it, as well as expenses arising from such amendments.

Article 764

(Impossibility or delay of carriage)

1. If carriage cannot take place or is extraordinarily delayed for causes not imputable to the carrier, the latter shall immediately request instructions from the shipper, while providing for custody for the goods.

2. If it is not possible to obtain instructions from the shipper, or if these are not executable, the carrier can arrange a judicial deposit of the goods or, if they are subject to deterioration, their judicial sale.

3. The carrier shall immediately inform the shipper of any deposit or sale.

4. The carrier has the right to be reimbursed for all expenses made.

5. If carriage has already commenced, the carrier has a right to a part of the freight proportional to the route covered, unless the interruption of carriage is due to total loss of the transported goods.

Article 765

(Delivery of goods)

1. A carrier is obliged to place the transported goods at the disposal of the consignee at the place, time and under any other conditions indicated in the contract or, in its absence, in accordance with usage.

2. If delivery is not to be made at the domicile of the consignee, the carrier is obliged to give him immediate notice of the arrival of the transported goods.

3. If a bill of lading has been issued by a shipper, the carrier must present it to the consignee.

Article 766

(Rights of consignee)

1. The rights arising from a carriage contract can be exercised by the consignee from the moment at which the goods arrive at the agreed destination or provided that, after the expiry of the time limit within which they should have arrived, the consignee requests delivery.

2. The consignee cannot exercise the rights arising from a contract before reimbursing the carrier for his expenses arising from the carriage, and paying any credits that the shipper has instructed the carrier to collect from him, if indicated in the bill of lading.

3. If there is a disagreement between the carrier and the consignee as to the amount due, the consignee is obliged to deposit the difference at issue in a credit institution.

Article 767

(Impediments to delivery)

1. If a consignee cannot be found at the domicile indicated in the bill of lading, or if he refuses the goods, or delays claiming delivery, the carrier shall immediately seek instructions from the shipper; article 764 shall apply.

2. If more than one person with a qualifying title claims delivery of the goods at the place of destination, or if the consignee delays taking delivery, the carrier can arrange their deposit or, if they are subject to rapid deterioration, their judicial sale, for the account of the party entitled to them.

3. The carrier shall give prompt notice of deposit or sale to the shipper.

Article 768

(Bill of lading or shipping receipt to order or to bearer)

1. If a carrier has handed to a shipper a duplicate of the bill of lading or the shipping receipt, to order or to bearer, the rights arising from the carriage shall be transferred by endorsement or delivery of the instrument.

2. In the case mentioned in the previous paragraph, the carrier is not obliged to give notice of the arrival of the goods, unless the domicile of a third party at the place of destination of the goods has been indicated for delivery, and this indication is mentioned in the duplicate of the bill of lading or in the shipping receipt.

3. In the cases mentioned in this article, the carrier can refuse delivery of the goods until the duplicate of the bill of lading or the shipping receipt is returned to him.

Article 769

(Liability of carrier towards shipper)

1. A carrier who delivers goods transported without collecting from the consignee the reimbursement of expenses and the payment of credits mentioned in paragraph 2 of article 766, or the deposit of the amount mentioned in paragraph 3 of the same article, shall be liable towards the shipper for payment of the credits that the shipper has instructed him to collect and cannot demand from him reimbursement of the expenses arising from carriage.

2. The previous paragraph does not affect the rights of the carrier against the consignee.

Article 770

(Liability for loss or deterioration of goods)

1. A carrier is liable for loss or deterioration of the goods occurring between their reception and their delivery at the agreed place, unless he proves that such loss or deterioration was the result of:

a) a fact imputable to the shipper or to the consignee;

b) the nature or defects of the goods or their packing;

c) a fortuitous event or force majeure.

2. If a carrier accepts goods to be transported without reservation, it is presumed that they do not have visible defects.

Article 771

(Presumption of fortuitousness or force majeure)

Clauses establishing presumptions of fortuitousness or force majeure for situations that, taking into account the means of transport used and the conditions of carriage, are normally due to a fortuitous event or force majeure, are valid.

Article 772

(Natural shrinkage)

1. If the goods are by their nature subject to decrease in weight or size during transportation, the carrier can limit his liability to a percentage or a quota per volume.

2. Such limitation shall have no effect if the shipper, or the consignee, prove that shrinkage was not due to the nature of the goods or that, under the circumstances, it could not have been so.

Article 773

(Evaluation of damage and compensation)

1. Deterioration occurring from delivery of the goods to a shipper shall be certified and appraised in accordance with the agreement or, in its absence of insufficiency, according to general legal rules, on the basis of current prices in the place and at the time of delivery.

2. During a process of investigation and appraisal of deterioration, it is possible to deliver the goods to whom they belong, by means of a judicial decision, with or without bail.

3. The criterion mentioned in paragraph 1 is also applicable to the calculation of compensation in case of loss of goods.

4. The shipper is not allowed to show evidence that among the indicated goods there were others of higher value, unless these were declared and accepted by the carrier.

Article 774

(Right of consignee to verification)

1. A consignee has the right to have the condition of the goods transported verified at his own expense, even if they do not show visible signs of deterioration.

2. If there is no agreement as to the condition of the goods, they shall be judicially deposited; the parties shall use the legal means at their disposal for recognition of their rights.

Article 775

(Loss of right to claim)

1. If a consignee takes delivery of the goods, without reservation, and pays the amount due to the carrier, he loses the right to any claim against such carrier, except in case of willful conduct or gross negligence by the carrier.

2. The previous paragraph does not apply to partial loss or deterioration not apparent or not easily detectable at the time of delivery of the goods, in which case the consignee has 15 days from delivery to make any claim.

Article 776

(Cumulative carriage)

1. In a cumulative carriage for which there is a single contract, all carriers are jointly and severally liable for loss or deterioration of the goods, from their reception until delivery at the place agreed.

2. In relations among the various carriers, the obligation to compensate shall be shared proportionally in accordance with the route of each, but if it is possible to determine the carrier in whose route damage occurred, only such carrier is liable.

3. A carrier who proves that the damages did not occur on his particular route is excepted from the previous paragraph.

4. In case of bankruptcy of one carrier, his share shall be divided among the others in proportion to the respective routes.

Article 777

(Consecutive carriage)

A consecutive carrier has the right to require a statement in the bill of lading or in a separate document describing the condition of the goods to be transported, at the time they are delivered to him; in the absence of such declaration, it is presumed that he received the goods in good condition and in conformity with the indications of the bill of lading.

Article 778

(Collection of credits)

1. The last carrier represents the preceding ones in collecting the from the consignee credits arising from a carriage contract.

2. If he fails to make collection, the last carrier shall be liable towards the other carriers for the amounts due from the consignee.

TITLE XII

DEPOSIT IN GENERAL WAREHOUSES

Article 779

(Concept)

Deposit in a general warehouse regime is the safekeeping and preservation of merchandise so as to secure instruments transferable by endorsement, in accordance with the law.

Article 780

(Liability of entrepreneur running general warehouse)

1. An entrepreneur running a general warehouse is responsible for safekeeping and preserving the deposited goods, in the same manner as a commission agent.

2. An entrepreneur running a general warehouse is obliged to give immediate notice to the depositor if there are changes in the goods deposited that may lower their value, under penalty of liability for damage caused.

Article 781

(Right to mix deposited goods)

1. An entrepreneur running a general warehouse cannot mix fungible goods deposited with others of the same kind and quality, unless that power has been expressly granted by the depositor.

2. The depositor can claim a share proportional to his right over the goods mixed according to the previous paragraph.

3. In the case foreseen in the previous paragraph, delivery to the depositor of the proportional share of mixed goods to which he is entitled does not have to be preceded by the agreement of other interested parties.

Article 782

(Right of depositor)

A depositor has the right to examine goods deposited, and to extract samples in accordance with commercial usage.

Article 783

(Sale of deposited goods)

1. An entrepreneur running a general warehouse can sell deposited goods, subject to advance notice to the depositor, under the following conditions:

a) if, upon expiry of the contract, the goods are not withdrawn or the deposit is not renewed;

b) in the case of deposit for an undetermined period of time, after one year from the date of deposit;

c) if the goods are in danger of deterioration.

2. The sale shall be made by a person chosen by the court.

3. The proceeds of the sale, after deduction of expenses and amounts due to the general warehouse, shall be given to whoever demonstrates to have a right to the goods.

Article 784

(Content of deposit receipt in a general warehouse)

1. An entrepreneur running a general warehouse shall issue a deposit receipt for goods deposited, upon request of the depositor.

2. Such deposit receipt shall have a number of order, be extracted from a numbered booklet with counterfoil, and mention:

a) the name or firm and domicile of the depositor;

b) the place of deposit;

c) the nature and quantity of the goods deposited and other elements necessary to their identification and appraisal;

d) a statement as to whether any due duties have been paid or not, and whether or not the deposited goods have been insured.

Article 785

(Pledge certificate)

1. A deposit receipt shall have attached a pledge certificate in which the information mentioned in paragraph 2 of the previous article is repeated.

2. The instrument mentioned in the previous paragraph shall be extracted from a booklet with counterfoil, which shall be kept at the respective general warehouse.

Article 786

(Name in which deposit receipt and pledge certificate can be issued)

The deposit receipt and pledge certificate can be issued in the name of the depositor, or of a third party appointed by him, but not to bearer.

Article 787

(Circulation of deposit receipt and pledge certificate)

The deposit receipt and the pledge certificate are transferable, together or separately, by endorsement, mentioning the date on which it is made.

Article 788

(Rights of holder)

1. The holder of a deposit receipt together with a pledge certificate has the right to obtain delivery of the deposited goods.

2. The holder of a deposit receipt together with a pledge certificate has the right to request, at his expense, the division of the deposited goods, and that partial instruments for each of the fractions be handed to him in replacement of the single and total instrument, which shall be voided.

3. The holder of a pledge certificate without the deposit receipt has a right of pledge over the deposited goods.

4. The holder of a deposit receipt without the pledge certificate only has a right to obtain delivery of the deposited goods if he complies with the provisions of article 790; however, he can always exercise the rights granted by article 782.

Article 789

(Mentions of first endorsement of pledge certificate)

1. The first endorsement of a pledge certificate shall mention the amount of the credit it secures, the interest rate and the date of maturity.

2. This endorsement shall be transcribed in the deposit receipt, and the transcription signed by the endorsee.

Article 790

(Rights of holder of deposit receipt)

1. A holder of a deposit receipt separated from the pledge certificate can withdraw the deposited goods, even before maturity of the credit secured by the pledge, by depositing in the respective general warehouse the amount of the capital and interest due until the day of maturity.

2. In the case of fungible goods, the holder of the respective deposit receipt, separated from the pledge certificate, can withdraw part of the goods deposited, at the risk of the responsible general warehouse, by depositing an amount proportional to the quantity of the goods withdrawn and to the total of the credit secured by the pledge certificate.

Article 791

(Judicial seizure [penhora] and judicial apprehension [arresto] of deposited goods)

1. Goods deposited in general warehouses cannot be seized, apprehended, pledged, or charged in any other way, except in case of loss of the warehouse receipt or of the pledge certificate, or litigation over succession rights, or bankruptcy.

2. The creditors of the holder of a pledge certificate can seize, apprehend or in any other way create charges over such instrument.

Article 792

(Right of protest and sale)

1. The holder of a pledge certificate unpaid at the time of its maturity can draw up a protest, as for bills of exchange, and after 10 days arrange the sale of the pledge, in accordance with general rules.

2. An endorser who has voluntarily paid the amount due to a holder of the pledge certificate is subrogated in the rights of the latter, and can proceed with the sale of the pledge, in accordance with general rules, 10 days after maturity.

Article 793

(Continuation of sale in the case of article 791)

A sale for lack of payment is not suspended in the cases mentioned in article 791; however, the respective price shall be deposited until a final decision is reached.

Article 794

(Right of holder in case of accident)

In case of accident, the holder of a pledge certificate has the right to be paid the amount insured.

Article 795

(Rights and expenses with priority over pledge credit)

Custom duties, taxes, and any other fees regarding the sale, as well as expenses for deposit, salvage, conservation, insurance, and safekeeping have priority in payment over the pledge credit.

Article 796

(Right of holder to remaining amount)

Once the expenses mentioned in the previous article have been paid, as well as the pledge credit, the balance belongs to the holder of the warehouse receipt.

Article 797

(Judicial action against endorsers)

1. The holder of a pledge certificate cannot execute the goods of the debtor or of the endorsers before arranging to sell such pledge.

2. The right of return against endorsers follows the rules on the right of return against the endorsers of a bill of exchange, and runs from the day of the sale of the pledge.

3. The holder of a pledge certificate who does not draw up a protest, or does not sell the pledge within the legal time limit, loses his rights of action against all endorsers, except the endorsers of the warehouse receipt and the debtor.

4. Action by the holder of a pledge certificate against the endorsers of the warehouse certificate and the debtor is barred three years from the day of maturity.

TITLE XIII

LODGING CONTRACT

CHAPTER I

GENERAL PROVISIONS

Article 798

(Concept)

Lodging is a contract by which one of the parties undertakes to provide lodging and other inherent services to the other, with or without supply of meals, with adequate conditions of amenity and comfort, against payment.

Article 799

(Obligation to contract)

1. Whoever runs a hostelry is obliged to accept any and all lodging proposals presented by third parties, within the availability existing at the moment, except if there is just cause; but the guest is obliged to respect the indications of the host, provided they are in accordance with the law.

2. The following namely is considered just cause for the refusal of lodging:

a) any and all behavior by the guest or his companions contrary to public order and good mores, or that is likely to disturb the tranquility of other guests or the normal functioning of the hostelry;

b) if the guest has no means to pay the lodging costs;

c) if the guest brings animals, firearms or toxic, explosive, unhealthy, or bad smelling goods.

Article 800

(Conclusion of lodging contract)

1. A lodging contract is concluded with the acceptance, by the host, of a lodging proposal presented by the guest.

2. For the purpose of the previous paragraph, the transportation of the guest, companions, and respective luggage from the arrival point to the hostelry or its annexes shall be considered acceptance of the lodging proposal.


^ ] Commercial Code - Table of Contents ] Commercial Code - Table of Article ] Decree-Law no. 40/99/M ] Commercial Code - Art. 1 - 100 ] Commercial Code - Art. 101 - 200 ] Commercial Code - Art. 201 - 300 ] Commercial Code - Art. 301 - 400 ] Commercial Code - Art. 401 - 500 ] Commercial Code - Art. 501 - 600 ] Commercial Code - Art. 601 - 700 ] [ Commercial Code - Art. 701 - 800 ] Commercial Code - Art. 801 - 900 ] Commercial Code - Art. 901 - 1000 ] Commercial Code - Art.1001 - 1100 ] Commercial Code - Art. 1101 - 1200 ] Commercial Code - Art. 1201 - 1268 ]


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