(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.
(Obligation of confidentiality and non-competition)
Articles 629 and 630 are applicable to the franchisee, with the necessary
adaptations.
TRANSFER OF CONTRACTUAL POSITION
(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.
TERMINATION OF CONTRACT
(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.
(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.
(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.
(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.
BROKERAGE CONTRACT
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(Bail by broker)
A broker can post bail for one of the parties.
(Limitation of actions)
The right of a broker to payment of commission is barred one year after the
agreement of the contract.
(Special legislation)
The provisions of this Title apply to all brokerage contracts, without
prejudice to provisions of special legislation.
ADVERTISING CONTRACTS
ADVERTISING CONTRACT
GENERAL PROVISIONS
(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.
(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.
(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.
(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.
RIGHTS AND OBLIGATIONS OF PARTIES
RIGHTS AND OBLIGATIONS OF ADVERTISING ENTREPRENEUR
(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.
(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.
(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.
(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.
(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.
RIGHTS AND OBLIGATIONS OF CLIENT
(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.
(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.
DEFECTS OF ADVERTISING AND EXTINCTION OF CONTRACT
(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.
(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.
(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.
(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.
ADVERTISING DIFFUSION CONTRACT
(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.
(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.
(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.
(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.
(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.
(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.
ADVERTISING CREATION CONTRACT
(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.
(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.
(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.
(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.
(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.
(Reference)
Articles 721 to 723, 727 and 728 apply to the advertising creation contract,
with the necessary adaptations.
SPONSORSHIP CONTRACT
(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.
(Reference)
An advertising sponsorship contract is regulated by the provisions of the
advertising diffusion contract, with the necessary adaptations.
CARRIAGE CONTRACT
GENERAL PROVISIONS
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
CARRIAGE OF PERSONS
(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.
(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.
(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.
CARRIAGE OF GOODS
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
DEPOSIT IN GENERAL WAREHOUSES
(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.
(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.
(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.
(Right of depositor)
A depositor has the right to examine goods deposited, and to extract samples
in accordance with commercial usage.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
LODGING CONTRACT
GENERAL PROVISIONS
(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.
(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.
(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.
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