Spanish Commercial Code - BOOK II OF COMMERCIAL CONTRACTS AND OBLIGATIONS IN GENERAL Title I GENERAL PROVISIONS § 1. The constitution, form and effect of contracts and obligations

CODE OF COMMERCE OF SPAIN

BOOK II

OF COMMERCIAL CONTRACTS AND OBLIGATIONS IN GENERAL

Title I

GENERAL PROVISIONS

§ 1. The constitution, form and effect of contracts and obligations

Section 96. The requirements of Civil Code on obligations and contracts are generally applicable to commercial businesses, save the modifications set forth in this Code.

Section 97. For the verbal proposal of a business the bidder imposes the obligation in question are required to be accepted in the act of being known by the person who directs, and the absence of such acceptance, the proposer is free of any.

Article 98. The proposal made in writing must be accepted or rejected within twenty-four hours if the person has been directed resides in the same place as the proposer, or around mail, if he has another different.

Once the periods indicated, the proposal will not be made, even when it has been accepted.

In case of untimely acceptance, the proposer will be required, under the responsibility of damages, to give prompt notice of his withdrawal.

Article 99. The proponent can repent in the average time between submission of the proposal and acceptance, to make it unless there are committed to waiting for a reply or not to dispose of the contract, but discarded after or after a specified term. Repentance is not presumed.

Article 100. The timely retraction requires the proponent's obligation to pay the expenses that the person to whom was referred the motion has made, and the damages it has sustained.

However, the proponent may be exempted from the obligation to indemnify, fulfilling the proposed contract.

Article 101. Given the answer, if it approves the proposal outright, the contract is at once refined and produces all its legal effects, unless the answer given before the withdrawal occurs, death or legal incapacity of the proponent.

Article 102. Conditional acceptance will be considered as a proposal.

Article 103. The tacit acceptance has the same effect and is subject to the same rules that express it.

Section 104. Stakeholders residing in different places, means held the contract for all legal purposes, the residence which has accepted the original proposal or the amended proposal.

Article 105. The offers contained in circular indeterminate, catalogs, notes from current prices, prospects, or any other kind of print ads, are not mandatory for making them.

Targeted ads to specific people, always have the implicit condition that while demand has not been disposed of effects offered, they have not been altered in its price, and they exist in the address of the offeror.

Article 106. The contract proposed by the intermediate runner shall be perfect from the moment in which the parties simply accepts the proposal.

Article 107. The giving of a deposit does not matter reserve the right to repent of the contract and perfect, unless otherwise stipulated otherwise.

Article 108. The offer to leave or return the earnest bent contractors does not relieve the obligation to fulfill the perfect contract or pay damages.

Article 109. Upon completion of the contract or compensation paid, the deposit will be returned, regardless of the party who has refused to fulfill the contract.

Article 110. In computing the periods of days, months and years, shall follow the rules contained in Articles 48 and 49 of the Civil Code, unless the law or the Convention provide otherwise.

Article 111. The obligation expires on Sunday or other holiday is payable to the next.

The same rule applies to obligations maturing on Saturday each week and December 31 of each year.

Article 112. Are not recognized terms of use that differ from grace or the obligations beyond the period stipulated by convention or law.

Article 113. All acts concerning the execution of contracts in a foreign country and cumplidero in Chile are governed by Chilean law, in conformity with what is prescribed in the final paragraph of Article 16 of the Civil Code.

So the delivery and payment, the currency is to be carried, the measures of all kinds, receipts and form, the responsibilities imposed by the lack of compliance or imperfect compliance or late, and any other act on the mere execution the contract must be arranged with the provisions of the laws of the Republic, unless the contracting parties have agreed otherwise.

Article 114. Whenever the contracts set forth in the first paragraph of the previous section provides that the payment is made in the currencies or the place where legal measures were celebrated, these will be reduced by agreement of the parties, or the opinion of experts, currencies or legal action in Chile at the time of fulfillment.

The same rule applies when the contracts in Chile estipulare the delivery or payment is to be done in steps or foreign currencies.

Article 115. When the parties relating to unauthorized actions by law, shall be binding on those used in the place where the contract is to be performed.

Article 116. If before the expiration of the period is excluded from circulation of coins to be covered by the obligation, the payment will be made in the currencies while current performance of the contract as the legal value which they they have.

Article 117. The creditor is not obliged to accept payment before maturity of the obligation.

Article 118. No person, except the Treasury, its departments and other public institutions, state enterprises and the Central Bank of Chile, is required to receive payment and once more than fifty pieces of each type that was minted in the country.

Currencies cut, drilled, corroded or damaged in any way not visible coinage, will lose their legal tender status .-

Section 119. The debtor pays has the right to demand a receipt, and is not obliged to be content with the return or surrender the title of the debt.

The receipt proves the debt relief.

Section 120. The settlement of an account will assume the previous ones, when the dealer who issued it manages its accounts in fixed periods.

Article 121. A creditor who has several performing loans against a debtor, may offset the payment to any debt when the debtor has not made the allegation at the time of making payment.

Section 122. The merchant who receives a settlement paid or given consideration, does not lose the right to request correction of errors, omissions, or other vices duplicate items contained therein.

Article 123. Repealed.

Article 124. Repealed.

Article 125. If documents were given in payment to the bearer, innovation will cause the creditor to receive has not made formal reserves its rights in the event of not being paid.

Section 126. No termination for cause of injury huge in commercial contracts.

§ 2. Test contracts and obligations

Section 127. The private writings which are consistent with the books of the traders make their date on faith of others, even outside the cases listed in Article 1703 of the Civil Code.

Section 128. The evidence of witnesses is admissible in mercantile business, regardless of the amount required amount in question to prove, except where the law requires public write access.

Article 129. The Commercial Court may, in the circumstances of the case, admitting testimony even if it alters or adds the contents of the deeds.