Commercial Law

Pursuant to Article 103 and Article 106 of the 1992 Constitution of the Socialist Republic of Vietnam, which was amended and supplemented under Resolution No. 51/2001/QH10 dated December 25, 2001, of the Xth National Assembly, the 10th session;
This Law provides for commercial activities.


THE NATIONAL ASSEMBLY
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Law No.36/2005/QH11


SOCIALIST REPUBLIC OF VIETNAM
Independence- Freedom- Happiness
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THE NATIONAL ASSEMBLY
SOCIALIST REPUBLIC OF VIETNAM
IXth Term, 7th session
(From May 05 to June 14, 2005)
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COMMERCIAL LAW
Pursuant to Article 103 and Article 106 of the 1992 Constitution of the Socialist Republic of Vietnam, which was amended and supplemented under Resolution No. 51/2001/QH10 dated December 25, 2001, of the Xth National Assembly, the 10th session;
This Law provides for commercial activities.
Chapter I
Section 1. GOVERNING SCOPE AND SUBJECTS OF APPLICATION
Article1. Governing scope
1. Commercial activities conducted in the territory of the Socialist Republic of Vietnam.
2. Commercial activities conducted outside the territory of the Socialist Republic of Vietnam in cases where the involved parties agree to this Law for application, or where a foreign law or a treaty to which the Socialist Republic of Vietnam is a contracting party stipulates the application of this Law.
3. Activities not for profit purposes conducted by a party in its transactions with traders in the territory of the Socialist Republic of Vietnam in cases where the party conducting such not-for-profit activities chooses to apply this Law.
Article 2. Subjects of application
1. Traders conducting commercial activities as provided for in Article 1 of this Law.
2. Other organizations and individuals conducting commerce-related activities.
3. Basing itself on the principles provided for by this Law, the Government shall specify the application of this Law to individuals who independently and regularly conduct commercial activities without having to make business registration.
Article 3. Interpretation of terms
In this Law, the following terms shall be construed as follows:
1. Commercial activities mean activities for the purpose of generating profits, including: sale and purchase of goods, provision of services, investment, commercial promotion and other activities for the profit purpose.
2. Goodsinclude:
a) All types of movables, including those to be formed in the future;
b) Things attached to land;
3. Custom in commercial activities meansa code of conduct that has an explicit meaning, is established and repeated time and again for a long period of time between and implicitly recognized by involved parties in order identify their respective rights and obligations in commercial contracts.
4. Commercial practice means a custom that is widely recognized in commercial activities in an area, a region or a commercial domain, has an explicit meaning, and is recognized by involved parties in order to identify their respective rights and obligations in commercial activities.
5. Data message means information created, sent, received and stored in electronic media.
6. Vietnam-based representative office of a foreign trader meansa dependent unit of the foreign trader, which is established under the provisions of Vietnamese law to conduct market survey and a number of commercial promotion activities permitted by Vietnamese law.
7. Vietnam-based branch of a foreign trader means a dependent unit of the foreign trader, which is established and conducts commercial activities in Vietnam under the provisions of Vietnamese law or treaties to which the Socialist Republic of Vietnam is a contracting party.
8. Purchase and sale of goods mean commercial activities whereby the seller is obliged to deliver goods, transfer ownership of goods to the purchaser and receive payment; the purchaser is obliged to pay to the seller and receive goods and the ownership thereof as agreed.
9. Provision of services means commercial activities whereby a party (hereinafter referred to as the service provider) is obliged to provide a service to another party and receive payment; the service-using party (hereinafter referred to as the customer) is obliged to pay to the service provider and use the service as agreed.
10. Commercial promotion means activities of promoting and seeking opportunities for the purchase or sale of goods and provision of services, including sale promotion, commercial advertisement, display and exhibition of goods and services, and trade fairs and exhibitions.
11. Commercial intermediary activities mean activities carried out by a trader to effect commercial transactions for oneor several identified traders, including representation for traders, commercial brokerage, goods sale or purchase entrustment, and commercial agency.
12. Contractual breach means the failure of a party to perform, to fully or properly perform its obligations according to the agreement between the involved parties or the provisions of this Law.
13. Substantial breach means a contractual breach by a party, which causes damage to the other party to an extent that the other party cannot achieve the purpose of the entry into the contract.
14. Origin of goods means a country or a territory where all the goods are turned out or where the last stage of substantial processing of goods is performed in cases where many countries or territories join in the process of producing such goods.
15. Forms of validity equivalent to documents include telegraph, telex, facsimile, data message and other forms provided for by law.
Article 4. Application of the Commercial Law and relevant laws
1. Commercial activities must comply with the Commercial Law and relevant laws.
2. Particular commercial activities provided for in other laws shall comply with the provisions of such laws.
3. Commercial activities, which are not provided for inthe Commercial Law and other laws shall comply with the provisions of the Civil Code.
Article5. Application of treaties, foreign laws and international commercial practices
1. Where a treaty to which Vietnam is a contracting party stipulates the application of foreign laws or international commercial practices, or contain provisions different from those of this Law, the provisions of such treaty shall apply.
2. Parties to commercial transactions involving foreign elements may agree to apply foreign laws or international commercial practices if such foreign laws or international commercial practices are not contrary to the fundamental principles of the Vietnamese law.
Article6. Traders
1. Traders include lawfully established economic organizations and individuals that conduct commercial activities in an independent and regular manner and have business registrations.
2. Traders are entitled to conduct commercial activities in occupations and sectors, in geographical areas, in forms and by modes, which are not banned by law.
3. The right of traders to conduct lawful commercial activities is protected by the State.
4. The State exercises for a definite time its monopoly over commercial activities in respect to a number of goods and services or in a number of geographical areas in order to ensure the national interests. The Government shall specify the lists of goods, services and geographical areas subject to the State monopoly.
Article 7. Obligation of traders to register business
Traders are obliged to register their business according to the provisions of law. Where traders have not yet registered their business, they are still held responsible for all of their activities according to the provisions of this Law and other provisions of law.
Article8. Agencies in charge of state management over commercial activities
1. The Government performs the unified state management over commercial activities.
2. The Ministry of Trade is answerable to the Government for performing the state management over activities of goods sale and purchase and specific commercial activities provided for in this Law.
3. Ministries and ministerial-level agencies shall, within the scope of their respective tasks and powers, have to perform the state management over commercial activities in their assigned domains.
4. People's Committees at all levels perform the state management over commercial activities in their respective localities according to the decentralization by the Government.
Article9. Commercial associations
1. Commercial associations are established to protect the legitimate rights and interests of traders, mobilize traders to take part in commercial development, and disseminate and propagate the provisions of law on commerce.
2. Commercial associations are organized and operate according to the provisions of law on associations.
Section 2. FUNDAMENTAL PRINCIPLES IN COMMERCIAL ACTIVITIES
Article10. Principle of traders' equality before law in commercial activities
Traders of all economic sectors are equal before law in commercial activities.
Article11. Principle of freedom and freewill to agreement in commercial activities
1. Parties have the rights of freedom to reach agreements not in contravention of the provisions of law, fine traditions and customs and social ethics in order to establish their rights and obligations in commercial activities. The State respects and protects such rights.
2. In commercial activities, the parties shall act on their own freewill, and neither party is allowed to impose its own will on, to force, intimidate or obstruct, the other party.
Article 12. Principle of application of customs in commercial activities pre-established between parties
Except otherwise agreed, the parties shall be regarded as automatically applying customs in commercial activities pre-established between them which they have already known or ought to know, provided that such customs are not contrary to the provisions of law.
Article13. Principle of application of practices in commercial activities
Where it is neither provided for by law nor agreed by the parties, and there exist no customs pre-established between them, commercial practices shall be applied provided that such practices are not contrary to the principles provided for in this Law and the Civil Code.
Article14. Principle of protection of legitimate interests of consumers
1. Traders conducting commercial activities are obliged to provide consumers with sufficient and truthful information on goods and/or services they trade in or provide and take responsibility for the accuracy of such information.
2. Traders conducting commercial activities must be responsible for the quality and lawfulness of goods and/or services they trade in or provide.
Article15. Principle of recognition of legal validity of data messages in commercial activities
In commercial activities, data messages, which satisfy all technical conditions and standards provided for by law shall be recognized legally valid as documents.
Section 3. FOREIGN TRADERS CONDUCTING COMMERCIAL ACTIVITIES IN VIETNAM
Article 16. Foreign traders conducting commercial activities in Vietnam
1. Foreign traders mean traders established and making their business registrations according to the provisions of foreign laws or recognized by foreign laws.
2. Foreign traders are entitled to set up their representative offices or branches in Vietnam; to establish in Vietnam foreign-invested enterprises in the forms provided for by Vietnamese law.
3. Vietnam-based representative offices and branches of foreign traders have the rights and obligations specified by Vietnamese law. Foreign traders shall be held responsible before Vietnamese law for all activities of their Vietnam-based representative offices and branches.
4. Foreign-invested enterprises established in Vietnam by foreign traders according to the provisions of Vietnamese law or international treaties to which the Socialist Republic of Vietnam is a contracting party shall be regarded as Vietnamese traders.
Article17. Rights of representative offices
1. To operate for the purposes, within the scope and duration stipulated in their establishment licenses.
2. To rent offices, rent and purchase equipment and facilities necessary for their operations.
3. To recruit Vietnamese and expatriate employees to work for them according to the provisions of Vietnamese law.
4. To open accounts in foreign currencies or foreign currency-based Vietnam dong at banks licensed to operate in Vietnam, and to be allowed to use those accounts solely for their operations.
5. To have seals bearing their names according to the provisions of Vietnamese law.
6. To have other rights as defined by law.
Article 18. Obligations of representative offices
1. Not to directly conduct profit-generating activities in Vietnam.
2. To conduct commercial promotion activities within the scope permitted by this Law.
3. Not to enter into contracts, not to amend or supplement contracts already entered into by foreign traders, except where chief representatives obtain valid letters of authorization from foreign traders or other cases specified in Clauses 2, 3 and 4, Article 17 of this Law.
4. To pay taxes, fees and charges, and fulfill other financial obligations provided for by Vietnamese law.
5. To report on their operations according to Vietnamese law.
6. To have other obligations as defined by Vietnamese law.
Article19. Rights of branches
1. To rent offices, rent and purchase equipment and facilities necessary for their operations.
2. To recruit Vietnamese and expatriate employees to work for them according to Vietnamese law.
3. To enter into contracts in Vietnam in compliance with their operation contents specified in their establishment licenses and the provisions of this Law.
4. To open Vietnam dong accounts and foreign-currency accounts at banks licensed to operate in Vietnam.
5. To transfer profits overseas according to the provisions of Vietnamese law.
6. To have seals bearing their own names according to the provisions of Vietnamese law.
7. To conduct activities of goods purchase and sale and other commercial activities in compliance with their establishment licenses according to the provisions of Vietnamese law and treaties to which the Socialist Republic of Vietnam is a contracting party.
8. To have other rights provided for by law.
Article20. Obligations of branches
1. To observe the accounting regime provided for by Vietnamese law; in cases where it is necessary to apply another commonly used accounting system, the approval by the Ministry of Finance of the Socialist Republic of Vietnam is required.
2. To report on their operations according to the provisions of Vietnamese law.
3. To have other obligations provided for by law.
Article 21. Rights and obligations of foreign-invested enterprises
Rights and obligations of foreign invested enterprises shall be determined according to the provisions of Vietnamese law or treaties to which the Socialist Republic of Vietnam is a contracting
party.
Article22. Competence to license foreign traders to conduct commercial activities in Vietnam
1. The Government shall uniformly manage the licensing of commercial activities of foreign traders in Vietnam.
2. The Ministry of Planning and Investment shall be answerable to the Government for managing the issuance of licenses to foreign traders investing in Vietnam according to the provisions of Vietnamese law.
3. The Ministry of Trade shall be answerable to the Government for. managing the issuance of licenses to set up Vietnam-based representative offices of foreign traders; or licenses to set up branches, joint-venture enterprises or enterprises with 100%foreign capital in Vietnam in cases where such traders are specialized in conducting activities of goods purchase and sale or other activities directly related to goods purchase and sale in compliance with Vietnamese law and treaties to which the Socialist Republic of Vietnam is a contracting party.
4. Where a specialized law contains specific provisions on the competence of ministries or ministerial-level agencies, which are responsible before the Government for managing the issuance of licenses to foreign traders for conducting commercial activities in Vietnam, the provisions of such specialized law shall apply.
Article23. Termination of operations in Vietnam of foreign traders
1. Foreign traders shall terminate their operations in Vietnam in the following cases:
a) Upon expiration of the operation duration stipulated in their licenses;
b) At the request of traders, which is approved by competent state management agencies;
c) Under decisions of competent state management agencies as a sanction against their violations of law and their licenses;
d) Where traders are declared bankrupt;
e) Where foreign traders terminate their operations according to foreign laws, for representative offices, branches or foreign parties to business cooperation contracts with Vietnamese parties;
f) Other cases provided for by law.
2. Before terminating their operations in Vietnam, foreign traders are obliged to pay debts and fulfill other obligations toward the State, concerned organizations and individuals in Vietnam.
Chapter II
PURCHASE AND SALE OF GOODS
Section 1. GENERAL PROVISIONS ON ACTIVITIES OF PURCHASE AND SALE OF GOODS
Article24. Form of contracts for purchase and sale of goods

1. Contracts for sale and purchase of goods may be expressed in verbal or written form or established by specific acts.
2. For types of contracts for purchase and sale of goods, which, as provided for by law, must be made in writing, such provisions must be complied with.
Article25. Goods banned from business, goods subject to business restrictions and goods subject to conditional business
1. On the basis of socio-economic conditions of each period and international treaties to which the Socialist Republic of Vietnam is a contracting party, the Government shall specify the lists of goods banned from business, goods subject to business restrictions, and goods subject to conditional business and the conditions for trading in such goods.
2. For goods subject to business restrictions and goods subject to conditional business, the purchase and sale thereof shall be effected only when goods and the goods purchasing and selling parties fully meet the conditions provided for by law.
Article26. Application of urgent measures with respect to domestically circulated goods
1. Goods legally and domestically circulated may be subject to the application of one or all of such measures as compulsory withdrawal from circulation, circulation ban, circulation suspension, conditional circulation, or compulsory circulation permission in the following cases:
a) Where such goods constitute sources or transmitters of various epidemics and diseases;
b) Where an emergency circumstance occurs.
2. Specific conditions, order, procedures and competence for announcing the application of urgent measures to domestically circulated goods shall comply with the provisions of law.
Article27. International purchase and sale of goods
1. International purchase and sale of goods shall be conducted in form of export, import, temporary import for re-export, temporary export for re-import and transfer through border-gates.
2. International purchase and sale of goods shall be conducted on the basis of written contracts or other forms of equal legal validity.
Article 28. Export and import of goods
1. Export of goods means the bringing of goods out of the territory of the Socialist Republic of Vietnam or into special zones in the Vietnamese territory, which are regarded as exclusive customs zones according to the provisions of law.
2. Import of goods means the bringing of goods into the territory of the Socialist Republic of Vietnam from foreign countries or special zones in the Vietnamese territory, which are regarded as exclusive customs zones according to the provisions of law.
3. On the basis of socio-economic conditions in each period and treaties to which the Socialist Republic of Vietnam is a contracting party, the Government shall specify the lists of goods banned from import and/or export, goods to be imported or exported under permits of competent state management agencies, and the procedures for granting permits.
Article29. Temporary import for re-export and temporary export for re-import of goods
1. Temporary import of goods for re-export means the bringing of goods into Vietnam from foreign countries or special zones locating in the Vietnamese territory, which are regarded as exclusive customs zones according to the provisions of law, with the completion of the procedures for importing such goods into Vietnam, then procedures for exporting the same goods out of Vietnam.
2. Temporary export of goods for re-import means the bringing of goods overseas or into special zones in the Vietnamese territory, which are regarded as exclusive customs zones according to the provisions of law, with the completion of procedures for exporting such goods out of Vietnam, then procedures for importing the same goods back into Vietnam.
3. The Government shall specify activities of temporary import for re-export and temporary export for re-import of goods.
Article30. Transfer of goods through border-gates
1. Transfer of goods through border-gates means the purchase of goods from a country or territory for sale to another country or territory outside the Vietnamese territory without carrying out the procedures for importing such goods into Vietnam and the procedures for exporting such goods out of Vietnam.
2. Transfer of goods through border-gates shall be conducted in the following forms:
a) Goods are transported directly from the exporting country to the importing country without going through Vietnamese border-gates;
b) Goods are transported from the exporting country to the importing country through Vietnamese border-gates without carrying out the procedures for importing them into Vietnam and the procedures for exporting them out of Vietnam;
c) Goods are transported from the exporting country to the importing country through Vietnamese border-gates and brought into bonded warehouses or areas for transshipment of goods at Vietnamese ports without carrying out the procedures for importing them into Vietnam and the procedures for exporting them out of Vietnam.
3. The Government shall provide for in detail activities of transfer of goods through border-gates.
Article31. Application of urgent measures to activities of international purchase and sale of goods
Where it is necessary to protect the national security or other national interests in compliance with Vietnamese law and treaties to which the Socialist Republic of Vietnam is a contracting party, the Prime Minister shall decide on the application of urgent measures to activities of international purchase and sale of goods.
Article32. Labels for domestically circulated, exported and imported goods
1. Goods labels mean writings, prints, drawings or photos of texts, pictures or images, which are stuck, printed, affixed, molded, carved or engraved directly on goods or their commercial packing or other materials which are attached to the goods or their packing.
2. All goods that are domestically circulated, imported and exported must have their labels, except for some cases specified by law.
3. Contents, which must be inscribed in goods labels and the labeling of goods shall comply with regulations of the Government.
Article33. Certificates of origin of goods and rules of origin of goods
1. Export goods and import goods must have certificates of origin in the following cases:
a) Goods are eligible for tax or other preferences;
b) It is so provided for by Vietnamese laws or treaties to which the Socialist Republic of Vietnam is a contracting party.
2. The Government shall provide in detail for the rules of origin for exports and imports.
Section 2. RIGHTS AND OBLIGATIONS OF PARTIES TO CONTRACTS FOR PUHCHASE AND SALE OF GOODS
Article34. Delivery of goods and goods-related documents
1. The seller must deliver goods and relevant documents, as agreed in contracts on quantity, quality, packing and preservation modes and other contractual terms.
2. In cases where there is no specific agreement, the seller is obliged to deliver goods and relevant documents according to the provisions of this Law.
Article 35. Place of delivery of goods
1. The seller is obliged to deliver goods at the agreed place.
2. In cases where there is no agreement on place of goods delivery, such a place shall be specified as follows:
a) In cases where goods are things attached to land, the seller must deliver goods at the place where such goods exist;
b) In cases where the contract contains a provision on goods transportation, the seller is obliged to deliver goods to the first carrier;
c) In cases where the contract contains no provision on goods transportation, and at the time the contract is entered into, the parties know the location of the goods storage, the place of goods loading or the place of goods manufacture, the seller shall have to deliver the goods at such place;
d) In other cases, the seller shall have to deliver goods at his/her place of business, or his/her place of residence identified at the time the purchase and sale contract is entered into in cases he/she has no place of business.
Article 36. Responsibilities upon delivery of goods where carriers are involved
1. Where goods are handed over to the carrier without being identified with specific signs or marks on them, accompanied with transportation documents or otherwise, the seller must notify the purchaser of the handover of goods to the carrier and clearly identify names and method of recognizing transported goods.
2. Where the seller is obliged to arrange the goods transportation, the seller shall have to enter into necessary contracts for the transportation of goods to the destination by means of transportation suitable to specific circumstances and under normal conditions for such modes of transportation.
3. Where the seller is not obliged to purchase insurance for the goods in the course of transportation and if requested by the purchaser, the seller must supply to the purchaser all necessary information on the goods and the transportation thereof to enable the purchaser to purchase insurance for the goods.
Article 37. Time limit for delivery of goods
1. The seller must deliver goods at the time already agreed upon in the contract;
2. Where only the time limit for delivery of goods is agreed upon without a specific time for delivery of goods, the seller may deliver goods at any time within such time limit and must notify the purchaser of the delivery in advance;
3. Where there is no agreement on the time limit for delivery of goods, the seller must deliver goods within a reasonable time limit after the contract is entered into.
Article 38. Delivery of goods before the agreed time
Where the seller delivers goods earlier than the agreed time, the purchaser may receive or reject the goods, unless otherwise agreed upon by the parties.
Article 39. Goods, which are not appropriate to contracts
1. Where it is not specified in the contract, goods shall be considered not appropriate to the contract when they fall into one of the following cases:
a) They are not suitable to common use purposes of goods of the same type;
b) They are not suitable to any specific purpose that has been notified by the purchaser to the seller or the seller should have known at the time the contract is entered into;
c) Their quality is not the same as the quality of the samples previously handed over by the seller to the purchaser;
d) They are not preserved or packaged by a method common to such goods, or not preserved by proper preserving methods in cases where no common preserving method is available.
2. The purchaser may reject the goods if such goods are not appropriate to the contract according to the provisions of Clause 1 of this Article.
Article 40. Liability for goods, which are not appropriate to contracts
Unless otherwise agreed upon by the parties, the liability for goods, which are not appropriate to contracts is provided for as follows:
1. The seller shall not be liable for any defect of the goods if the purchaser, at the time the contract is entered into, knew or should have known such defect;
2. Except for the case specified in Clause l of this Article, within the time limit for lodging complaint provided for in this Law, the seller shall be liable for any defect of the goods which already exists before the time of passing the risk to the purchaser despite the fact that such defect may be discovered after passing the risks.
3. The seller shall be liable for defects of goods occurring after the pass of risks if such defects are attributable to contract breaches by the seller.
Article 41. Remedies in case of delivery of goods in insufficient quantity or delivery of goods not appropriate to contracts
1. Unless otherwise agreed, and where the contract only provides for a time limit for delivery of goods and does not determine a specific time for delivery of goods, and the seller delivers goods before the expiration of such time limit but in insufficient quantity or goods not appropriate to the contract, the seller may still deliver the deficit quantity of goods or provide substitute goods which are appropriate to the contract or remedy the inappropriateness of the goods within the remaining duration.
2. Where the seller, when applying the remedies provided for in Clause 1 of this Article, causes disadvantages or unreasonable costs to the request the seller to deal with such disadvantages or bear such costs.
Article 42. Delivery of goods-related documents
1. Where there is an agreement on the delivery of documents, the seller is obliged to deliver all goods-related documents to the purchaser within the time limit, at the place and by mode already agreed.
2. Where there is no agreement on the time limit and place for delivery of goods-related documents to the purchaser, the seller must deliver such documents to the purchaser within a reasonable time limit and at a convenient place so that the purchaser can receive the goods.
3. Where the seller has delivered goods-related documents before the agreed time, the seller can still rectify errors of such documents within the remaining duration of the time limit.
4. When the seller, when rectifying errors mentioned in Clause 3 of this Article, causes disadvantages or unreasonable costs to the purchaser, the purchaser shall have the right to request the seller to deal with such disadvantages or bear such costs.
Article 43. Delivery of goods in excessive quantity
1. Where the seller delivers goods in excessive quantity, the purchaser may reject or accept such excessive quantity of goods.
2. Where the purchaser accepts the excessive quantity of goods, the purchaser must pay for that quantity at the price agreed in the contract unless otherwise agreed upon by the parties.
Article 44. Pre-delivery examination of goods
1. Where it is agreed by the parties that the purchaser or the purchaser's representative shall examine the goods before the delivery, the seller must ensure that the purchaser or the purchaser's representative shall be given conditions for conducting such examination.
2. Except where it is otherwise agreed, the purchaser or the purchaser's representative in the cases mentioned in Clause 1 of this Article must examine the goods within the shortest period of time allowed by practical circumstances. Where the contract provides for the transportation of goods, the examination of goods may be postponed until the goods are transported to the destination.
3. Where the purchaser or the purchaser's representative does not conduct the examination of goods before the delivery of goods as agreed, the seller may deliver the goods according to the contract.
4. The seller shall not be liable for defects of goods which the purchaser or the purchaser's representative has known or should have known but failed to notify them to the seller within a reasonable time limit after the examination of goods.
5. The seller shall be liable for defects of goods already examined by the purchaser or the purchaser's representative if the defects of the goods cannot be detected in the course of examination through common measures and the seller knew or should have known such defects but failed to notify them to the purchaser.
Article 45. Obligation to assure the ownership right over goods
The seller must assure that:
1. The ownership right of the purchaser over goods sold is not disputed by any third party;
2. The goods are lawful;
3. The handover of the goods is lawful.
Article 46. Obligation to assure intellectual property rights over goods
1. The seller must not sell goods infringing upon intellectual property rights. The seller shall be held responsible for any dispute related intellectual property rights over goods sold.
2. Where the purchaser requests the seller to observe technical drawings, designs, formulas or specifications furnished by the purchaser, the purchaser shall be liable for complaints related to infringements of intellectual property rights which arise from the fact that the seller has complied with the request of the purchaser.
Article 47. Notification requirements
1. The seller shall lose the right to invoke the provisions of Clause 2, Article 46 of this Law when failing to promptly notify the purchaser of a third party's complaint about the delivered goods after the seller knew or should have known such complaint, except for cases where the purchaser knew or should have known a third party's complaint.
2. The purchaser shall lose the right to invoke the provisions of Article 45 and Clause 1, Article 46 of this Law when failing to promptly notify the seller of a third party's complaint about the delivered goods after the purchaser knew or should have known such complaint, except for cases where the purchaser knew or should have known a third party's complaint.
Article 48. Obligation of the seller in cases where goods are subject to measures of security for performance of civil obligations
Where the goods sold are subject to measures of security for performance of civil obligations, the seller must notify the purchaser of such security measures and must obtain the consent of the security beneficiary regarding the sale of such goods.
Article 49. Obligation to provide warranty for goods
1. Where goods are purchased and sold under warranty, the seller shall have to provide warranty for such goods according to the agreed contents and duration.
2. The seller must fulfill the warranty obligation as soon as the practical situation permits.
3. The seller must bear all warranty expenses unless otherwise agreed.
(To be continued)