Spanish Commercial Code - From The Article 1. Until Article 781.
SPANISH COMMERCIAL CODE
Preliminary Title
GENERAL PROVISIONS
Article 1. ºThe
Commercial Code governs the obligations of the merchants relating to
commercial operations, which people do not contract traders to ensure
compliance with trade obligations, and those arising from commercial
contracts only.
Section 2. ºIn cases that are not specifically addressed by this Code, the provisions of the Civil Code.
Section 3. ºAre acts of trade, as part of both contracting and part of one of them:
1.
° The purchase and exchange of personal property, made with the
intention to sell, exchange or lease in the same way or in another, and
the sale, exchange or lease of these same things.
However,
there are acts of trade or exchange the purchase of ancillary items to
complement the main operations of a non-commercial industry.
2. ° The purchase of a commercial establishment.
3. ° The lease of furniture made with the intention of subletting.
4. ° The committee or commercial mandate.
5. ° companies factories manufactures, warehouses, shops, bazaars, inns, cafes and other similar establishments.
6. ° The land transport companies, rivers or waterways.
7. ° The companies deposit of goods, supplies or supplies, business agencies and hammers.
8. ° The public entertainment businesses, subject to police measures to be taken in to the administrative authority.
9. ° The insurance premium land, even those who claim goods transported by canals and rivers.
10.
Operations on bills of exchange, promissory notes and checks on the
order documents, whatever their cause and purpose and the people who
take part in it, and remittances of money from one place to another made
under a contract change.
11. The operations of bank, exchange and brokerage.
12. The stock trades.
13. Construction companies, hull, purchase and sale of vessels, gear and supplies.
14. Owners associations.
15. The expeditions, transportation, storage or shipping consignments.
16. Chartering, insurance and other contracts relating to maritime trade.
17. The facts that produce obligations in cases of failures, wrecks and salvage.
18. The conventions on wages purser's captain, officers and crew.
19. The contracts of shipping lanes, pilots and seamen Coleman to service ships.
20.
Construction companies of real estate by adhesion, such as buildings,
roads, bridges, canals, drains, industrial facilities and other similar
nature itself.
Article 4. ºThe
customs trade supply the silence of the law when the facts that are
uniform, public, usually executed in the Republic or in a particular
locality, and repeated over a long period of time will be assessed by
the courts prudently trade .
Article 5. ºThere
is no evidence to the court of commerce who know an issue between
parties to the authenticity of the custom is invoked, it can only be
tested by any of these ways:
1. ° For an authentic testimony of two judgments, asserting the existence of custom, have been rendered therein;
2. ° For three deeds prior to the events that led the trial to be doing the test.
Article 6. ºThe
commercial customs will rule to determine the meaning of words or
phrases trading techniques and to interpret events or business
conventions.
BOOK I
MERCHANT AND TRADE AGENTS
Title I
THE RATING OF THE MERCHANTS AND THE TRADE REGISTER
§ 1. Qualification of traders
Article 7. ºThey are traders who, having capacity to contract, they trade their usual occupation.
Article 8. ºThere is a merchant who accidentally runs an act of commerce, but is subject to trade laws as to the effects of the act.
Article 9. ºRepealed.
Article 10.When
the children of family and children who manage their own money
professional under the authorization conferred on them by sections 246
and 439 of the Civil Code perpetrate an act of commerce, are bound to
the extent of his own money and subject to the laws of commerce.
Article 11.She married merchant governed by the provisions of Article 150 of the Civil Code.
Article 12.Repealed.
Article 13.Repealed.
Article 14. The wife will not be considered as a trader if you do not trade separately from her husband.
Article 15.Repealed.
Article 16.A
divorced woman and goods can be traded separately prior to registration
and publication of the divorce decree and separation or marriage
contracts, where appropriate, and subject also, if they are under
eighteen years, the rules concerning children in care.
Article 17.Repealed.
Article 18.The smaller retailer can stand trial alone on all matters relating to trade.
Article 19.Contracts
entered into by persons who are prohibited by law from engaging in
business, do not produce action against the contractor can, but give
this right to sue his election invalid or enforcement of them, unless it
is proved that proceeded in bad faith.
§ 2. Commercial Registry
Article 20.At
the head of each department shall maintain a register in which all
documents recorded under this Code should be subject to registration.
Article 21.The
rules and formalities relating to registration of the trade
organization, the duties and functions of the clerk in charge of it and
the form and solemnity of registration, shall be determined by special
regulations.
Title II
OBLIGATIONS OF MERCHANT
§ 1. Registration of documents
Article 22.The register of trade will extract and reason in order of numbers and dates of the following documents:
1.
° From the marriage, the covenant of separation of property referred to
Article 1723 of Civil Code, solemn inventories, wills, deeds of
partition, award decisions, deeds of gift, sale, exchange or other of
Like her husband authenticity impose any liability on behalf of women;
2.
° from the judgments of divorce or separation of assets and settlements
made to determine the species or amounts that the husband should give
his wife divorced or separate property;
3. ° From the evidence of any assets of the child or ward who is under the authority of a parent or guardian;
4.
° From the writings of society, be it collective or anonymous en
commandite, and appoints members to the manager of the company in
liquidation, -
5. ° From the powers that grant them their merchants or dependent factors for the management of their businesses.
Article 23.Taking
account of the documents specified in the preceding Article shall make
every merchant made within a period of fifteen days, as appropriate,
from the date of issuance of the document subject to registration or
from the date on which the husband parent or guardian to-carry trade.
Article 24.The
charter and the powers that it has been taken to reason, not be binding
between partners or between principal and agent, but acts done or
contracts made by members or agents shall be fully effective with third
parties.
§ 2. Commercial accounting
Article 25.Every merchant is obliged to keep accounts and correspondence to:
1. ° The journal;
2. ° The ledger or accounts;
3. ° The book balances;
4. ° The letter book of letters.
Article 26.Books must be taken in Spanish.
Article 27.The
journal shall be entered in chronological order and day to day business
operations running the merchant, stating in detail the nature and
circumstances of each.
Article 28.Taking
cash book and invoices, may be omitted in the paper detailed the seat
of both the amounts that shall cover the purchases, sales and shipments
of goods to the merchant doeth.
Article 29.By
opening its business, all merchants will be in the book balances a
statement estimate of all their property, both movable and immovable,
and all its assets and loans.
At
the end of each year in this book will be an overall balance of all its
businesses under the responsibilities set out in Book IV of this Code.
Article 30.Retail traders keep a bound book, wrapped and numbered, and he settled daily purchases and sales made on credit as much cash.
In this book form at the end of each year a balance sheet of all the operations of their business.
Trader is considered less than that typically sells direct to consumers.
Article 31.Merchants are prohibited from:
1. ° Alter-seat order and date of the transactions described;
2. ° Leave the body of white seats or following them;
3. ° Make the lines, scratches or amendments in the same seats;
4. ° Clear seats or part thereof;
5. ° Boot leaves, altering the binding and foliatura and maul some of the books.
Article 32.Errors and omissions were committed to make a save on another seat again on the date on which notice the lack.
Article 33.The
merchant who hides one of his books, be so ordered the exhibit will be
judged by the entries in the books of which they would be arranged
litigant without admitírsele proven otherwise.
Article 34.The
books suffer from the defects mentioned in Article 31 does not have
value in court for the merchant to whom they belong, and the differences
that occur with another trader for commercial events will be decided by
the books of it, if they are arranged to the provisions of this Code
and bringeth not proven otherwise.
Article 35.Trade
books carried in accordance with the provisions of Article 31 are to be
trusted in the commercial traders causes stir together.
Article 36.If
the books of both parties are in disagreement, the courts will decide
the issues that occur on merit that provide other evidence that has been
surrendered.
Article 37.If
one of the litigants offers room and go through what it consists of
books of his opponent, and he refuses to display them without sufficient
grounds in respect of the Commercial Court may be the same courts defer
the oath to the extension that has required display.
Article 38.The
books are to be trusted against the trader who takes them, and will not
be permitted which tends to destroy evidence that would result from
their seats.
Article 39.The
faith of the books is indivisible, and the litigant who accepts the
seats in favor of the books of his opponent will be forced to go through
all the utterances containing them adverse.
Article 40.The
ledgers are no evidence at trial regardless of the requirements of
Article 25, but if the owner of it's been lost without their fault, they
will test those books provided they have been taken in order.
Article 41.You
may not make inquiries by the court to inquire whether or not traders
have books, or whether they are fixed to the requirements of this Code.
Article 42.The
courts can not of its own motion or upon application, the manifestation
and general recognition of the books, except in cases of universal
succession, community property, liquidation of companies and bankruptcy
law or agreement.
Article 43.The exhibition part of the books of one of the litigants may be issued upon application or ex officio.
Verified
display, recognizing and validating be executed in the place where
books take longer presence of the owner or the person that the
commissioner, and shall be limited to seats that have a necessary
connection with the matter agitare, and accurate inspection to establish
that the books have been taken with the regularity required.
Only judges are competent to verify trade recognition of the books.
Article 44.Traders shall keep the books of their business until the end of every point the liquidation of its business.
The same duty burden on their heirs.
§ 3. Correspondence
Article 45.Merchants
must leave the letter and complete copy of all letters we wrote about
business of their business in the book for this purpose.
Article 46.The cards are placed on the letter book about after other without being white, and keeping the order of their dates.
Article 47.The
courts of commerce can, ex officio or at the request of a party, the
exhibition of the original letters that relate to the matter in dispute,
and order books compulsive respective those of the same class that have
led litigants.
In either case predesignated and determines the cards to be displayed or copied.
Title III
CORRIDOR
Article 48.Brokers
are public officers empowered by law to dispense mediation employed
traders and facilitate the completion of their contracts.
Article 49.In
the squares of commerce may designate the President of the Republic
will be a fixed number of brokers, provided its population and the
extent of its traffic.
The number will be determined by special regulations.
Article 50.Runners shall be appointed by the President of the Republic on the three candidates of the courts of commerce.
In
districts where there are two or more courts before which commercial
matters, the proposal made by the man that is on duty at the time of the
creation of the plaza or vacancy.
Article 51.To
form the slate trade courts convene contest, and people who want to
take part in it must demonstrate a consistent manner the legal and moral
fitness, and possession of the knowledge required for the accurate
performance of the functions of broker.
Article 52.Before
entering the exercise of its functions, the brokers provide to the
respective trade court oath to perform faithfully and loyally the
office, and will pay a bond to respond to utter condemnations against
them for acts relating to the performance of their profession .
Article 53.The bond brokers is one to five coats.
The
President shall designate the bail amount depending on the importance
of places of commerce where the runners are to carry out their duties.
Article 54.If
in any case get to court news trading broker's bond is diminished or
exhausted, he'll order it replaced within thirty days and if the broker
fails to do so, it shall declare the destination.
Article 55.They can not be brokers:
1. Those who are prohibited from trading;
2. ° All children age twenty;
3. Those who have been dismissed from this position;
4. Those who have been sentenced to imprisonment afflictive or infamous.
Article 56.Brokers are required to:
1. ° A reply to the identity of the people who hire you through them and ensuring their legal capacity.
Intervening in people unable contracts, be liable for damages that may result directly from the disability.
2. ° to run their own negotiations entrust to them.
3.
° to keep track bound with numbered pages, which settled the day, the
order of dates, consecutive numbering, unscratched, line spacing,
footnotes, abbreviations or numbers, all purchases, insurance, loans to
thick, charters, and in general all transactions executed through it.
Unable
to do for themselves the seats, will be allowed to run under its
responsibility, through a subsidiary, and provided initialed in the
margin.
4.
° A manual bring a book in which list the names and addresses of the
parties, the matter of the contract and conditions that may have been
held.
The seats will be in the act of adjusting operations.
Always
advised to negotiate bills of exchange, must establish its dates, terms
and maturities, the squares that are turned on, the names of the
drawer, endorsers and paying for the last donor and borrower, and the
exchange agreed between them.
5.
° A collection of trade documents transferor who have negotiated and
delivered to the policyholder, who will bring the price to the assignor.
6.
° to give each of the stakeholders, within twenty-four hours following
the conclusion of business, a statement signed by them and by the
interested parties who have the seat checked at registration. This
statement signed by the parties of the contract is authentic.
7. ° A manual registration and submit to the courts or arbitrators, as may be required for this purpose.
Article 57.Brokers
are prohibited from trading operations run on your own or take an
interest in them, under their own name or that of another, directly or
indirectly, and also play in trade the office of cashier, bookkeeper or
assistant, whatever the name to take it.
Article 58.They are also prohibited:
1. Right to demand and receive higher wages than those designated in the respective duties;
2. ° Give certifications on facts not contained in the seats of their records.
State may, however, by order of competent court and not otherwise, which would have seen or understood in any business.
Article 59.Runners
who do not comply with their obligations under this Code, or who carry
any of the acts they are prohibited, may be suspended or dismissed from
his office at the discretion of the courts of commerce.
Article 60.The
records of the runners do not prove the truth of the contract to which
they refer, but the parties are in agreement about the existence of it,
it will be to determine the nature and conditions which consist of the
same records.
Article 61.The
minutes that they deliver to their customers and make themselves
mutually, in cases where two or more runners concur with the conclusion
of the commission of various business people, make evidence against the
broker that subscribes.
Article 62.The
books of the brokers to cease their trade will be collected by the
clerks of the courts of commerce and deposited with the Registrar.
Article 63.The responsibility of brokers because of the operations of his office prescribed in two years from the date of each of these.
Article 64.Bankruptcies brokers are presumed fraudulent.
Article 65.Runners
are not required to personally enforce contracts entered into by
mediation or guarantee the creditworthiness of its customers, except as
otherwise provided in this Code regarding the negotiations of public
securities.
Article 66.Special regulations, issued by the President of the Republic shall establish the rights of brokerage.
Article 67.Brokers
charge of buying or selling Treasury bills are personally liable to pay
the purchase price or make delivery of the interest sold, and if any
are allowed except for lack of provision.
Article 68.Under the name of public purposes are understood:
1. ° the credits against the state recognized as negotiable;
2. ° The public establishments and private companies authorized to create and circulate them;
3. ° The securities issued by foreign governments, provided that the negotiation is not prohibited.
Article 69.Who has employed a broker to buy or sell treasury bills only action against the broker who has been employed.
Article 70.The
broker can not make the sums received by him to buy Treasury bills or
the price I will give those sold by him, with the amounts owed by his
client, buyer or seller.
Article 71.The broker is responsible for the authenticity of the last signature of the documents will negotiate.
This
responsibility ceases when the parties have dealt directly with each
other and the broker has been involved in the negotiation as a mere
intermediary.
Article 72.It
is also responsible for the legitimacy of the bearer treasury bills,
negotiated through them. But if the documents have no outward and
visible signs by which to establish their identity, is not responsible.
Article 73.The broker involved in the sale of goods is obliged:
1. ° to express the quality, quantity and price of the thing sold, place and time of delivery, and how the price to be paid;
2.
° To assist the delivery of which may have been sold with his speech,
provided that the effect required by any of the contractors.
Article 74.The
broker does not guarantee the quantity of goods sold or quality, even
when they not conform with the samples which has shown to the buyer,
except in case of bad faith.
Article 75.The broker can not sue in his name the price of goods sold through it, and claim for nonpayment.
However,
if the broker to act as broker will be subject to all obligations and
can carry out any rights arising from the contract.
Article 76.The
nature of an intermediary does not disable the broker to perform the
functions mandated by the seller and get to be the price of goods sold
through it.
Article 77.The
broker who your customer service effected a trade document endorsed
with the cash value received clause, means constituted agent to the
effect of receiving the price and validly deliver to the buyer.
Article 78.In insurance, the functions of the runners are:
intervene
in the realization of the marine insurance contracts or river, drafting
policies to prevent the public notaries, authorizing executed between
the parties and previously certified premium rates for all journeys by
sea, rivers and waterways.
In
the seats we made in accordance to number 3. Of article 56, expressed
the names of the contractors, the insured, the value it has fixed the
place of loading and unloading, the premium stipulated, the name of
ship, registration, flag and bearing, and the name of the captain to
send him.
Article 79.In
the maritime brokerage runners must enter in the record that speaks the
number 3. Of article 56 charter contracts that intervinieren expressing
the names of the master and charterer, name, flag, registry and tonnage
of the ship the port of loading and unloading, freight, loading
effects, stays and the deadline agreed to begin and end load.
They must also keep a copy of the letters of the charters set through them.
Article 80.Only
qualified riders will have the character of public officials. However,
the broker may exercise any person who is not included in any of the
prohibitions laid down in Article 55.
Title IV
THE AUCTIONEERS
Arts. 81-95. Repealed.
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 proponent, or by return, 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
cumplideros 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.A
debtor who 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.
Title II
FOR SALE
§ 1. Of the thing sold
Article 130.In
the sale of something you have to look at and is designated at the time
of contract only by its species, it is understood that the purchaser
reserves the right to try.
This provision does not extend to the things you usually buy to taste.
Article 131.When
the buyer of a thing in sight expressly reserves the test without
fixing term to make the purchase is deemed verified under facultative
condition precedent for a period of three days.
This
term is counted from the day that the seller requires the buyer to
verify the test, and if the buyer does not so within him, he shall
withdraw.
Article 132.Whenever
the thing sold is of the view that it is customary to buy the taste,
the test subject is assumed, and this test involves the condition
precedent if the thing be healthy and fair quality.
Article 133.If
the contract simultaneously determines the kind and quality of the
thing sold before it is understood that the purchase has been made under
the condition precedent that things casual is the kind and quality
agreed.
If
at the time of giving the thing that has been the subject of the
contract, the buyer claimed that his kind and quality are not satisfied
with the kind and quality stipulated, the matter will be recognized by
experts.
Article 134.The
purchase order of a thing designated only by their species, and that
the seller must send to the buyer, part of it implies the right to
terminate the contract if the thing be not as healthy and regular.
As
the thing designated by both the kind and quality, the buyer will also
have the right to terminate the contract if the thing is not of the
quality stipulated.
Having disagreement between the parties in the two cases proposed, order the thing to be recognized by experts.
Article 135.When
the purchase was executed on samples, implies the condition to
terminate the contract if the goods do not conform to prove the samples.
Article 136.Sold
one thing for transport by land, sea, rivers or waterways, the buyer
may terminate the agreement whenever the thing is not of receipt or the
species and agreed quality.
Article 137.Purchased
and issued by order the property sold under delivery conditions in
place, means that the purchase has been verified under the condition
precedent that things casual reaches its destination.
Fulfilled
the condition, the buyer may not dissolve the contract, unless the
thing is not of receipt or the species and quality stipulated.
Article 138.The purchase of a ship or other object does not exist and existing is not worth it.
But
if such a purchase was made taking into account the risks to the item
sold, the contract shall be considered pure if the seller knew to
celebrate the loss of this object.
§ 2. Price
Section 139.No
purchase if the contractors do not agree on price or how to determine,
but if the thing sold was to be given, it is presumed that the parties
have agreed to have the current price on the day and place where the
contract was concluded .
Having diversity of prices on the same day, the buyer must pay the average price.
This
rule also applies to the case in which the parties refer to the price
you have the thing at a time and place different time and place of the
contract.
Article 140.If
the third party who is entrusted with the price signals do not
indicate, whether for any reason, and the sold item been delivered, the
contract will take effect for the thing that hath the day of
celebration, and if price range, the average price.
Article 141.In
the case of purchase of goods for the price that another offer, the
buyer, the act of being required by the seller may or will introduce or
abandon it. After three days without requiring the seller to the buyer,
the contract is void.
But if the seller have delivered the goods, the buyer must pay the price than those we had the day of delivery.
§ 3. The effects of the sales contract
Article 142.The
loss, deterioration or improvement of the thing, after a contract is,
are the buyer, except if otherwise agreed, or the loss or damage
occurred due to fraud or fault of the vendor or internal service the
thing sold.
Section 143.Although the loss or damage occurring after the contract has come from accident, will be borne by the seller:
1.
° When the sold item is not true, and given a body, with marks, numbers
or any other signs that establish their identity and distinguish him
from another of the same species;
2.
° If having the buyer, by convention, usage or law, the authority to
examine and test the thing, it perish or serious deterioration
manifested before the buyer be happy with it;
3.
° When the goods and must be delivered by weight, count or measure, or
perish before serious deterioration weighed, counted or measured, unless
it was bought to the eye and a lump sum, or that the buyer incurred in
default go to the weight or measure numbers.
This rule also applies to the sale of two or more alternative fungible to be offered by number, weight or measure;
4.
° Whenever the sale have been verified on condition not to give up the
thing until a specified period, or until it is fit to be delivered under
the terms of the contract;
5.
° If the buyer being willing to receive the thing, the seller incurs to
deliver it in default, unless you also ought to perish to the buyer if
he would have received;
6. ° If alternative obligations perish by chance one of the things sold.
Perishing
the two, and one of them assume the seller, it must be the current
price of the last who died, provided that appropriate choice.
If
the choice not belong to the seller, and one of the things have
perished by accident, the buyer will be satisfied with there, but if he
has died because the seller may demand the surrender of the existing or
the price of the lost .
§ 4. The obligations of the seller and buyer
Article 144.Perfected the contract, the seller must deliver the stuff sold in time and place agreed upon.
Not
being mentioned deadline, the seller must have the goods sold to the
purchaser within twenty-four hours following the conclusion of the
contract.
A lack of designation of place for delivery, will be the place where the goods were perfect at the time of the sale.
Section 145.If the goods sold have not been individualized, the seller will meet its obligations by delivering quality healthy and regular.
Section 146.At the time of delivery the seller may require the buyer the full recognition of the quality and quantity of goods.
If he fails to make the recognition, be deemed to waive all further claim for lack of quantity or quality defect.
Section 147.If
the average time between the contract date and time of delivery
declined HAVE the powers of the buyer, the seller must deliver the thing
sold, even when given time to pay the price, if not bail bringeth to
give a satisfactory security.
Article 148.The shipment of the goods made by the seller to the buyer's home or any other place agreed, effective traditional care of them.
The
shipment was not delivered when made involve non-transfer of ownership,
as if the seller had sent the goods to a consignee in order not to
deliver to the buyer to pay the price or provide sufficient collateral.
Section 149.The delivery of the thing sold is understood verified:
1. ° For the transmission of knowledge, waybill or invoice in case of sale of goods are in transit by sea or by land;
2. ° Because of the buyer to set his mark with the consent of the seller, the goods purchased;
3. ° For any other means authorized by the constant use of the trade.
Section 150.While
the buyer does not remove and transfer the goods, the seller is
responsible for their care and conservation to the fraud and gross
negligence.
Section 151.While the goods to the seller, albeit by way of deposit, he may retain them until the full payment price and interest.
Article 152.If
after the sale the seller perfected consume, alter, or otherwise
dispose of and deliver to another goods sold, the buyer must give their
equivalent in kind, quality and quantity, or else pay him its value in
the opinion of experts, with compensation damages.
Article 153.Refusing
the buyer, without just cause, the receipt of goods purchased, the
seller may seek to rescind the sale and compensation for damages or
payment of interest at the statutory price, making the goods available
to the trade court to order filing and sale by the buyer hammer.
The
seller may also request the deposit if the buyer who delay receipt of
the goods and in this case will be borne by the ultimate costs of
translation of the goods to deposit and preserve it.
Article 154.The
seller is obligated to rectify the goods sold and respond containing
hidden defects, according to the rules established in the Title Of the
purchase of the Civil Code.
The rescission actions prescribed for a period of six months from the date of actual delivery of the thing.
Article 155.Putting the thing to the buyer, and giving it satisfied her, must pay the price at the place and time stipulated.
No
term or place mentioned having to pay the price, the buyer must do so
at the time and place of delivery, and may not require that it be made
but at the price on the spot.
Article 156.Not
giving the seller within the stipulated goods sold, the buyer may
request enforcement or termination of contract, and in either case the
repair of the damage it has sustained.
Section 157.The
buyer will hire a whole a certain quantity of goods is not bound to
receive a portion of them under the promise that they will give you the
rest later.
But
if the buyer accepts partial deliveries, the sale shall be consummated
in the portions received, even if the seller fails to deliver the rest.
In
this case the purchaser may compel the seller to comply fully with the
contract or to compensate him for the damage that causes imperfect
compliance.
Article 158.Delivered
goods sold, the buyer will not be heard on quality defect or lack of
quantity, if any, examined the delivery time and without prior
recibídolas protest.
Article 159.When
the goods were handed over in bundles or under cover to prevent their
recognition, and we made a formal purchaser expressly reserves the right
to examine, may claim the three days immediately after delivery of the
faults of quantity or quality defect, crediting In the first case that
the ends of the pieces are intact, and the second that faults or defects
are of such kind that could not happen in your store by accident, and
could not have been caused intentionally without appeareth traces of
fraud.
Article 160.The
buyer is entitled to require the seller to form and deliver a bill of
goods sold, and put them at the bottom of the receipt of the full price
or part which he was delivered.
Unclaimed
against the contents of the bill within eight days following the
delivery thereof, shall be deemed irrevocably accepted.
Title III
The permutation
Article 161.The permutation is qualified commercial and governed by the same rules that govern the sale, they are not in conflict with the nature of that contract.
Title IV
THE ASSIGNMENT OF GOODWILL
Article 162.The
assignment of a non-endorsement is subject to the rules established in
the Title of the transfer of rights of the Civil Code.
The notification shall be made in a minister of faith, exhibiting the respective title.
To give you a simple enough request of the transferee.
Article 163.A
debtor who is notified of the assignment and have to raise defenses
that are not given the title, you must present them in the act of
notification, or within three days at the latest, failing which will not
be accepted later.
The
exceptions appear to view the document born of the contract or may
assert against the assignee in the same way they would have opposed
against the assignor.
Article 164.The transfer of documents to the order shall be by endorsement, and the documents to the carrier by mere tradition manual.
Article 165.The
transfer of marketable Treasury bills will be made in the manner
determined by the laws of its creation or the decrees authorizing their
issuance.
Title V
TRANSPORT BY LAND, lakes, canals or navigable rivers
§ 1. Definitions and general rules
Article 166.Transportation
is a contract whereby one undertakes for a price to drive from one
place to another by land, canals, lakes or navigable rivers, passengers
or goods of others, and deliver them to the person to whom they are
directed.
It is called carrier who assumes the obligation to drive.
That makes driving water takes the name of employer or boatman.
Magazine called, the shipper or consignor to self or others responsible driving.
Consignee is called the person who sent the goods. A person can be both shipper and consignee.
The amount the shipper or, where appropriate, the consignee are required to pay conduction is called size.
The
exercised by the industry to transport people or goods by employees and
their dependents in our own vehicles or who are at your service, called
transport entrepreneur, but sometimes run the transport itself.
Article 167.The transport part of both the lease and deposit services.
Article 168.Although
transport imposes an obligation to do, which is obliged to lead people
or goods may, under its responsibility, entrust the driving to someone
else.
In
this case, which originally has taken upon himself the obligation to
conduct carrier retains its character with respect to the shipper who
has tried, and takes on the character of the magazine that actually make
the conduct of persons or goods.
Section 169.Transportation is terminable at will the charger before or after travel has commenced.
In the first case, the shipper pays the carrier in half, and the latter provided the entire carriage.
Article 170.It
is also terminable on the part of both contracting by the supervenience
of an event that prevents the journey, such as loss of purpose, a
declaration of war, trade ban, interdiction of enemy troops roads or
other similar events.
In
either case the termination is carried out without compensation, and
each party suffers losses in their preparations and the damage that
causes termination.
Article 171.The
provisions of this Title are binding to all sorts of carriers, whatever
the name is commonly applied to them, even people who undertake
occasional driving passengers or goods.
Article 172.There are private entrepreneurs and public employers of pipelines.
They
are individual entrepreneurs who, exercising the industry driver, not
the public have offered their services freely and are responsible for
the conduct of persons and goods at agreed prices.
They
are entrepreneurs who have announced public and open to the public
establishment of pipes, and run on periods, the price and conditions
prefixed their ads.
§ 2. The consignment note or letter guide
Article 173.It
is called consignment document which the parties grant to establish the
existence and conditions of the contract and delivery of goods to the
carrier.
Article 174.Agreed contractors in the awarding of the consignment shall extend and sign in duplicate.
Article 175.The consignment note must state:
1. ° The name and address of the shipper, carrier and consignee;
2. ° The generic quality of the goods, their weight and marks and numbers of packages containing them;
3. ° The place of delivery;
4. ° The price of driving and the designation of the obligor;
5. ° The term should be delivery of the cargo;
6. ° The place, date, month and year of grant;
7.
º The name and signature of the persons attending its execution,
presuming that they represent the shipper and the carrier, and
8. ° Any other covenants or conditions agreed by the contracting parties.
Article 176.The consignment may be nominated, to order or to bearer.
Transferees endorsee or bearer bill of lading is subrogated to all rights and obligations of the shipper.
Article 177.The
omission of any of the statements required by Article 175 does not
destroy the evidentiary value of the consignment, and missed
appointments may be filled by any kind of legal evidence.
Article 178.Not
be admitted against the tenor of the bill of lading exceptions other
than those of misrepresentation, omissions and inadvertent error.
Article 179.In the absence of bill of lading, delivery of the charge made by the shipper to the carrier can be justified by any evidence.
§ 3. Obligations and rights of the shipper
Section 180.The
charger is required to deliver the goods to the carrier well appointed
and the time and place agreed upon, and provide the necessary documents
for the free transit or passage of the load.
Article 181.There
being no bill of lading, set forth therein or the state of the goods,
is presumed to have been delivered to the carrier healthy and in good
condition.
Article 182.Not
verify the delivery of the effects in time and place agreed, the
carrier may seek to rescind the contract and payment of half the
specified size, but if he preferred to carry out driving, the shipper
must pay the increased costs will thereby incur the delay of delivery.
Article 183.The
confiscations, fines, and in general all the damages sustained by the
carrier for being devoid of the documents necessary for the expeditious
passage of the goods shall be the sole responsibility of the shipper.
Article 184.Goods
are transported to the risk of the shipper, the consignee or the
person's character invistiere owner of them, and therefore will be of
account losses and suffering damage during driving by accident or vice
of the same goods, with these exceptions:
1. ° If an act or fault of the carrier contributed to the advent of any unforeseen circumstances;
2.
° If the carrier has not used all the diligence and expertise needed to
cut or attenuate the effects of the accident which has caused loss or
damage;
3.
° If the charge, conduct and preserve the goods has not put the
diligence and care that the carriers usually intelligent and cautious.
Article 185.Even
when the charger is not the owner of the goods, will suffer loss and
damage them, provided that the wording of the bill of lading has
conferred them a different quality generic really they have.
In
no event shall the carrier be liable to shipper for loss or damage
sustained by the effects that are not expressed in the consignment note,
or claim that the purposes specified in the letter had a higher quality
than that contained in it.
Article 186.Notwithstanding
the provisions of the preceding Article, losses, failures or
malfunctions will be the responsibility of the carrier, if it occurred
for infidelity or misconduct on his part, without prejudice to the
application of penalties for the crime.
Article 187.The
charger can change the destination and consignment of the goods while
they are on the way, if not been negotiated with the agent or other
third party, and the carrier must comply with the order to this effect
shall receive, provided by imparting be returned the duplicate of the
waybill.
Fulfilling
the order without this requirement, the carrier is liable for damages
stating that the people affected by the change of destination or
consignment.
Article 188.If
the variation target necessary for the change of route or a longer trip
and expensive, the shippers and carriers agree on the alteration shall
be done in the specified size, and in default of agreement, the carrier
fulfill its obligation to deliver the goods at the place designated by
the contract.
Article 189.If
the value of the goods is insufficient to cover the carrying and
maintenance costs, and for this reason does not wish receive the
consignee, the shipper must pay.
Article 190.The
charger takes precedence over all the carrier's creditors to be paid
the amount of compensation due to him because of delay, loss, fault or
failure, the value of the animals, vehicles, boats, gear and other major
instruments or accessories transport.
§ 4. Obligations and rights of the carrier
Section 191.The
carrier is obliged to receive the goods at the agreed time and place to
charge them according to the use of smart people, and to undertake and
complete the journey within and along the way indicated by the contract.
The violation of any of the duties imposed on the carrier's liability for damages caused to the charger.
Article 192.There
being no fixed term for loading the goods, the carrier must receive and
lead on the first trip to undertake to place as may be intended.
Section 193.If
not in designated route, the carrier may choose, having two or more,
the one that best suits you, provided that the chosen path is directed
straight to the point that must deliver the goods.
Article 194.The
variation voluntarily agreed the route the carrier responsible for both
losses, failures or damage, whatever the cause derived, and the fine
have been stipulated.
Article 195.If
after the trip has started an obstacle sobreviniere of force majeure,
the carrier may cancel the contract or continue the journey as soon as
the obstacle is removed by another route or the designee.
Selected
termination, may deposit the load on the nearest location to your
destination or return it to its origin, claiming the carriage in
proportion to the path that walked there, both outward and back, unable
to move under any circumstances full size.
If
the route you take out longer and consuming the designee, the carrier
is entitled to an increase in size, but if after the obstacle paved'll
continue the journey along the route agreed upon, may not require
compensation for the delay suffered.
Article 196.The
carrier is responsible for all violations of laws, ordinances and
regulations commits, both in the course of the journey as it enters the
place of destination of goods.
Article 197.If
the offense shall have been formally ordered by the shipper or
consignee, the carrier will have recourse against them for liability
that has been convicted.
Section 198.Hired
a car to go vacuum the sole purpose of receiving goods at one place and
bring them to the address of the shipper, the carrier is entitled to
the size specified, but not do the driving, on the justification of the
following facts:
1. ° That the charger or the Commission has not delivered the goods offered;
2. ° that despite their diligence has not gotten another burden to their place of origin.
Having
taken charge on the return trip, the carrier may charge the original
charger for the amount to be provided with the bearing cover it.
Section 199.The carrier is bound to the custody of the goods in the same manner as the depositary employee.
Article 200.The
carrier's liability begins from the moment the goods are available or
their dependents, and concludes with the presentation made to the
satisfaction of the consignee.
Article 201.Transportation
directly binding to the carrier for the named consignee must
accordingly first to the second goods delivered, under penalty of
damages, as soon as lodged with them to their destination.
The carrier has no personality to examine the validity of title to have the consignee to receive the effects recorded.
Article 202.If the consignment shall have been transferred or traded, delivery of goods will be the assignee, endorsee or bearer to you.
Article 203.If
the indications of the bill of lading are insufficient to discover the
consignee, or if it is absent from the place, or being present refuses
to take delivery, the carrier deposit them in a place determined by the
court of commerce on behalf of whom entitled to receive.
This
deposit will not be made without the state of the merchandise is
previously recognized and certified by one or three experts will choose
the same court.
Article 204.Receiving
boxed goods, baled, packed embarricadas or the carrier meets deliver
the boxes, bales, barrels or bullets without any external injury.
In
these cases the carrier may require the consignee openness and
recognition of the packages in the act of receiving, and if he refuses
or omits due diligence, the carrier shall be relieved by this fact
alone, from all liability arising without fraud or infidelity.
Article 205.You
are not required the carrier to deliver the goods by weight, for or
measure, unless the express consignment that has received one of these
forms.
Lapse
even in this case the carrier's obligation, if the sender had put a
surcharge or guardian of view to monitor the preservation of the goods.
Article 206.Stipulated
a fine for delay damages, the consignee may make it effective by the
mere fact of delay and without having to prove harm, deducting the
amount of the agreed price.
Paying
the fine does not relieve the carrier of the obligation to compensate
the damages that the person in the arrival of the goods has sustained
direct or immediate effect of the delay.
Article 207.The carrier is liable for the ordinary negligence in fulfilling the obligations transport.
It is presumed that the loss, damage or delay occurs because the carrier.
Article 208.Differences
occurring between the carrier and the consignee about the status of the
goods, or out of court shall appoint one or more experts that recognize
and certify the results of its operation.
If
the opinion of the expert or experts will not put an end to the
dispute, the goods shall be deposited at the place designated by the
court of commerce, and stakeholders will use their right as they see
fit.
Article 209.In
case of loss the carrier will pay the price of goods with the view of
experts on the day and place where he must verify delivery.
The estimate will be subject to strict indications of the consignment.
Article 210.Damaged
goods to the point of being useless for sale and consumption, the
consignee may leave them on behalf of the carrier and hold their value
in terms of the preceding article.
If
the fault was produced only decrease in value of the goods, the
consignee will receive them and charge the carrier the amount of
impairment.
Found
among the goods damaged some parts entirely unscathed, the consignee is
obliged to receive them, unless they are of making up a game.
Article 211.Twenty-four
hours after delivery of the goods, the carrier may charge the agreed
freight and expense he has made to conserve them.
Non-payment may apply the deposit and sale hammer which considers sufficient to cover your credit.
The
actions outlined in the preceding paragraphs shall be conducted under
the summary procedure, without the scope of Article 681 of the Code of
Civil Procedure.
However,
be enforceable against the obligors in the consignment note stating the
receipt of the merchandise ordered the number 1 of Article 216, when
brought to their attention by judicial notice, it is alleged in this
same act, or within three days, the materially falsified document or
where, opposite the blemish, it is rejected by court order. This
challenge will be processed as an incident and against the decision to
refuse it not proceed to appeal.
The
dispute as to who maliciously false document and that argument is
rejected in the incident concerned shall incur the penalty of
imprisonment in its minimum degree.
The
consignment note showing the receipt of goods by the consignee shall be
transferable by endorsement, the endorser in becoming jointly and
severally liable for payment of the value set on it. The endorsement
must contain the name and address of the endorser and endorsee and
signature of the endorser, and perfected by the delivery of the
consignment note.
Article 212.The
effects that the carrier drive enjoys privilege to be paid in
preference to all other creditors that the owner has, the size and
expense he has made.
This privilege is passed from one carrier to another until the last check delivery.
Article 213.Cesa the privilege of the carrier:
1. O If the goods have satisfied the third holder of legal title after three days of delivery;
2. ° If within one month from the date of delivery, the carrier has not used his right.
Article 214.The carrier's liability for loss, embezzlement and failures, lapses:
1.
° On receipt of the goods and payment of freight and charges, unless
any of these acts to be executed under the powers reserved.
The exchange of the original consignment of test delivery of the goods and payment of freight and expenses;
2.
° If the consignee receives the package showing outward signs of faults
or breakdowns, and not in the act protestare use of his right;
3.
° If theft or damage being noted at the time of opening the packages,
the consignee fails to make a claim within twenty-four hours after
receipt;
4. ° For the six months prescribed in shipments made within the Republic, and a target year in foreign territory.
In
case of loss, prescription begins to run from the day it should have
been accomplished driving, and the fault from the date of delivery of
goods.
Article 215.The provisions of the preceding article refers exclusively to the responsibilities from the mere act or fault of the carrier.
Those born of fraud, infidelity or criminal, only extinguished by the deadlines established by the Criminal Code.
§ 5. Obligations and rights of the consignee
Article 216.The consignee, as well as the obligations are correlative to the rights of the carrier has the following:
1.
° The granting to the carrier in the consignment note, bill of goods
that it will deliver them, indicating the venue and date of delivery and
the name of the consignee or the recipient on your behalf, although
such references are different from those expressed in this document. It
is presumed that the consignee is an adult who receives his name
merchandise, on the grounds stated for it in the waybill.
2. º The pay, if any, postage and expenses immediately after the deadline set in Article 211.
Article 217.The
consignee is responsible to the shipper compliance with its obligations
as a commission agent or any other authorizing him to receive on their
own or charger ported goods.
Article 218.The
consignee has correlative rights to the obligations of the shipper and
carrier, but in no case may force him to take delivery conducted in
payment of postage or expenses owed.
§ 6. Special rules relating to public transport entrepreneurs adjusted
Article 219.The
public transport entrepreneurs are subjected not only to the provisions
of this Title, but also to the regulations issued to regulate the
exercise of their industry.
Article 220.The
contract of carriage of passengers or goods is defined under the
conditions set containing the regulations and company announcements,
without prejudice to the parties' right to add other according to
circumstances.
Article 221.Drivers
of carriages or horses, the station masters and skippers and passengers
can receive effects during the trip, and getting them to the respective
employer impose any obligations relating to the carrier.
Having in transit offices for the reception and registration, only they will allow passengers to travel and receive cargo.
Article 222.Employers are required:
1. ° To keep records in order to settle the money progressive numbers, effects, cases, bags and packages that lead;
2. ° to give the passenger seat tickets, and provide receipts or knowledge of the objects that are bound to drive;
3.
° To undertake and conclude their trip in the days and hours to fix
your ads, even when not all seats taken, nor have the effects needed to
complete the load.
Article 223.Employers should make entries in their records without the request of the traveler or shipper, even when he resists it.
Section 224.Regarding
the contents of the packages, boxes or drawers, whoever he is, the
passenger or shipper is obliged to declare a verbal request from the
employer or its agents or factors.
Section 225.Passengers
are not required to do night record bags, suitcases or bags that do not
pay according to the usual size, but if they deliver to drivers in the
moments of the game, employers are obliged to restitution.
Article 226.In
case of loss of objects given to the entrepreneurs, their agents or
factors, the passenger or shipper must prove delivery and amount.
Article 227.If
the test is impossible or insufficient to determine the value of lost
property, it will defer the oath to the passenger or shipper on this
single point.
After
the oath, the judge prudently amount to be paid by employers by way of
compensation, attended the class and morality of the claimant, his
pecuniary ability and the special circumstances of the case.
Article 228.Employers
will not be responsible for money, jewelry, documents or effects that
contain valuable chests, boxes or packages transported, if at the time
of drop off passengers or shippers have not declared their content.
Article 229.Paper
tickets that provide entrepreneurs with clauses limiting their
liability to a certain amount, not exempt from compensation to
passengers and shippers, in accordance with the preceding articles,
which qualify to have suffered losses.
Article 230.If
within six months after completion of travel for passengers or shippers
claimed on non-ported objects, the court has ordered trading the
deposit pursuant to Article 203, give notice of the existence of the
cash deposited to the intendant of the province send them to sell in the
hammer and put your liquid product in the treasury on behalf of the
person concerned to claim them.
Article 231.Not the property owner to claim the price recorded within one year from the date of sale will be applied to the Treasury.
Article 232.The provisions of this paragraph does not supersede the law of Railway Police.
Title VI
BUSINESS MANDATE
§ 1. Definitions and classifications
Article 233.The
trade mandate is a contract whereby a person responsible for the
execution of a lawful business or trade to another who undertakes to
administer free or for a fee and to report their performance.
Article 234.There are three species of commercial mandate:
The commission,
The mandate of the factors and young men or clerks,
The brokerage, that has already been addressed in Title III of Book I.
Article 235.The command takes the name of trade commission when one deals with commercial transactions or individually determined.
Article 236.The person who plays a fee called commission.
There are four classes of committees:
Brokers to buy,
Brokers to sell
Freight forwarders by land, lakes, rivers or waterways,
Brokers to perform banking operations.
This last class is on the contract title and bills of exchange.
Article 237.Factor
is the manager of a business or industrial or commercial establishment,
or part of it, directs or manages by prudence on behalf of his client.
Denomínanse
employees or dependent youths junior trader has at his side for you
help in various operations of their business, working under his
immediate direction.
The client takes the name of principal with respect to their factors or dependents.
§ 2. General rules concerning the commission
Article 238.The
commission may be granted by another person, and in this case the
effects it produces only affect the third party and the commission.
Article 239.The commission is employed by nature.
Article 240.The commission does not end by the death of the client: their rights and obligations pass to their heirs.
Article 241.The principal can not revoke at will the commission accepted or the execution of interest to the commission or third parties.
Article 242.The
resignation does not end the commission whenever the principal cause
irreparable harm, either because they can provide for itself to the
needs of the business role, either by the difficulty of providing a
substitute for the commission.
§ 3. Provisions common to all types of commission
Article 243.The
commission may accept or reject at will the charge that he does, but by
refusing to be bound under the responsibility of damages:
1. ° to notify the client of its rejection on first down;
2.
° to take, until they get the notice to the principal, the conservative
measures that the nature of business required, as are conducive to
preventing the loss or damage to goods entered, the expiration of a
title, a prescription or any other imminent harm.
Article 244.If
after the client advised of the rejection shall not choose within a
reasonable time, considering the distance, person subrogated the
commission may ask the court this trade, the deposit of the merchandise
consigned and sale of those considered sufficient for reimbursement of
amounts it has advanced.
Article 245.Expressly
or impliedly accepted the commission, the commission shall execute and
finish it, and do so without legal cause, will respond to the principal
of the damages that sobrevinieren.
Article 246.The
commission is responsible for the custody of the goods on which the
commission versa, whatever the purpose for which it has released.
Article 247.In no case may the commission to alter the brand effects without explicit authorization from the principal.
Article 248.The
deterioration or loss of goods held by the existing commission is not
your responsibility, if should occur by accident or by inherent vice of
the same goods.
Damage or loss occurring because of the commission shall indemnify it fully to his principal for all damages that occurring.
This
same liability shall be submitted by the commission, when the damage or
loss caused by accident or by a defect in the thing be a consequence of
their guilt.
Article 249.It
is the duty of the commission in a legal way to record the impairment
or loss of consigned goods and give notice to his principal without
delay.
Article 250.The
commission must promptly inform the interested all the news about the
negotiations which are being commissioned that could lead to his
principal to confirm, revoke or modify its instructions.
Article 251.The
broker who, having received funding for an order to evacuate, the
distracted for use in a business, pay the client the legal interest from
the day they have entered their power such funds and shall also
indemnify against loss resulting from the failure to comply with the
order.
Also incur the penalties of breach of trust, and bankruptcy will be treated as fraudulent bankrupt.
Article 252.Commission is prohibited from pledging its own obligations goods that hath anything on consignment.
If
contrary to this prohibition deliver them to your creditor, the
customer may not claim them but by paying the secured debt to the amount
concurrent value of the goods, unless the creditor proves that, on
arrival, was informed that the commission did not belong.
The
mere fact that the constitution of the pledge by the commission commits
a breach of trust, and punishable under the Criminal Code.
Article 253.They
are charged to the loan broker, leads and sales on credit, if that will
do without the authorization of his principal, in which case it may
require to be delivered in cash the amounts loaned, advanced or credit,
leaving the broker's account contracts.
Article 254.The commission can act on its own behalf or on behalf of his constituents.
Article 255.The
broker who works in his own name is obliged to personally and
exclusively for people who hire him, even if the customer is present at
the conclusion of the contract becomes known as interested in the
business, that is common ground that this has been executed for your
account.
Section 256.Can the Commission reserves the right to declare later on behalf of which person enters into the contract.
Made
the statement, the commission shall cease all involvement, and the
person appointed will be replaced retroactively to all rights and
obligations under the contract.
Article 257.The
customer has no direct action against third parties with whom the
Commission has engaged in its own name, but may compel him to yield it
has acquired the shares.
Section 258.The
client can claim the third parties have contracted with the commission
that the contract you own and takes upon himself compliance.
The
statement in this case, leaving surviving the relations between the
commission and others, constitute the principal guarantor of the
contracts he has concluded his own name.
Article 259.If in doubt it is presumed that the commission has retained its name.
Article 260.Acting on behalf of the commission from his principal, it shall be obligated only for the third I will try with it.
The commission, however, retain the principal and third parties regarding the rights and obligations of commercial agent.
Article 261.The
commission must play by the commission itself, and can not be delegated
without express or implied permission of his principal.
Article 262.The foregoing prohibition does not cover the execution of those acts junior custom of the trade as are entrusted to dependents.
Article 263.Explicitly authorized to delegate, the commission must do so in the person who has appointed the principal.
If
the designated person to enjoy while the replacement of the concept of
fairness and solvency had at the time of designation, and the business
be not pressing, you must give notice to his principal to provide what
more shall agree to their interests.
If the business is urgent, make the replacement in another person's designee.
Article 264.It
is understood that the commission has implied authority to delegate,
when disqualified to act for itself and there is danger in delay.
Having not, prevented the commission shall give prompt notice of the impediment and wait for orders from his principal.
Article 265.The
delegating its functions under explicit or implicit consent, not having
the person designated by the principal, is liable for damages
sobrevinieren to it, if the delegate were a person well capable and
solvent, or to verify substitution altered in any way any form of
commission.
Article 266.The delegation executed on behalf of the client terminates the commission on the commission.
Verified
the delegation on behalf of the commission, the commission remains with
all legal purposes, and is a new between the delegator and delegate.
Section 267.In all cases where the Commission will delegate commission shall give notice to his principal delegation and the delegate.
Article 268.The
commission should adhere strictly to the performance of the commission
orders or instructions received by him from his principal.
But
if you believe that those doing them to the letter must be serious
injury to his principal, it is their duty to stay the execution and give
notice at first opportunity.
In no case may act against the express and clear his principal.
Article 269.In
all cases not covered by the principal, the commission must consult and
suspend the execution of his office while receiving new instructions.
If
the emergency state of the business and does not result in any delay,
or if we were authorized to act at its discretion, the commission may do
as he dictates his prudence and be more in line with the practices and
procedures of the traders understood and diligent.
Article 270.Only the client can claim the violation of any orders or instructions communicated to the commission.
Neither
the commission nor the third parties who have contracted with them, may
in no case avail himself of the infringement as a means of
nullification.
Article 271.It
prohibits the commission, except for formal approval, make contracts on
behalf of two principals or self and others, always have to celebrate
that represent conflicting interests.
This may not:
1. ° buy or sell on behalf of a client you have to sell goods or is charged with buying on behalf of another client;
2. ° buy themselves goods to their constituents, or purchase for them effects belonging.
Article 272.When
the commission requires funding, and the client not been verified in
sufficient quantity, the commission may withdraw your order at any time
or suspend its execution, unless there is bound to anticipate the
amounts necessary to the performance of the commission a particular form
of reimbursement.
Article 273.It may also give the commission whenever the alleged value of the goods have not attained to cover transportation and receipt.
In this case the commission shall give prompt notice to his principal and ask for the legal deposit of the goods.
Article 274.The
commission may require you to pay cash anticipations, current interest
and costs, even if they have evacuated the business dutifully committed.
To use this right must submit your documents with supporting material.
Article 275.The commission is entitled to remuneration for her services competently.
If
the parties have not determined the share of compensation, the
commission may require that is in general use in the square where the
commission played there, and failing that, used in the immediate term.
Not
going well established usual fee, the trade court shall fix the amount
to be paid to the commission, calculated on the value of the
transaction, including expenses.
Article 276.Running
any of the contracts mentioned in Article 271 with permission from his
principal, the commission will receive only half the regular commission
in the absence of express agreement.
Article 277.Commission
revoked before evacuating the order, the customer will pay the broker a
fee in proportion to the extent that it had executed the order
received.
The remuneration may only charge the commission for work performed before reaching their knowledge of revocation.
Article 278.Out of his wages the broker can not receive any profit from the negotiation which he was entrusted.
Consequently, they must pay to his principal any direct or indirect benefit that obtains in the performance of its mandate.
Article 279.Evacuated negotiation functions, the commission is obliged:
1. ° to give immediate notice to his principal;
2.
° A place in the hands of it, as soon as possible, a detailed and
justified in his administration, returning titles and other parts that
the customer will have delivered, except letters letters;
3.
° to reimburse the client the remaining balance in favor of it, having
to fend for it means that it has appointed principal, or failing that,
any person who was commonly used in trade.
Article 280.Accounts that bringeth the commission shall be consistent with the seats of his books.
If not in agreement with them, the commission shall be punished as guilty of theft by false.
The
same penalty incurred by the commission in their accounts to alter
prices or conditions of contract, assume or exaggerate the costs he has
made.
Article 281.The
commission payable to his principal current interest, but not precede
questioning, if delinquent in paying your account or remit the balance
in the manner specified in Article 279.
Article 282.The
risks of remission of the balance are charged to the client, provided
that the commission's already been verified in the manner indicated by
the number 3. Of article 279.
Article 283.Being
delinquent on the surrender of his account, the broker may not charge
interest on their anticipations of the day on which he incurred in
default.
Article 284.The
commission is entitled to retain the goods consigned to the preferred
and actual payment for the advances, interest, costs and wages,
occurring in these circumstances:
1st That the goods have been referred from one place to another;
2nd they have been delivered to the commission real or virtual.
Article 285.To determine if issuing from one place to another, do not take into account the client's home, or the commission.
Article 286.Actual
delivery takes place when the goods are available to the commission in
its warehouse or outside in customs warehouses or any other public or
private.
There
are virtual delivery if before the goods are at the disposal of the
commission, certify that it MIGHT have been issued with a consignment
note or knowledge, nominative or order.
Article 287.Also
enjoys the commission to be paid in preference to other creditors of
the principal, the right to retain the proceeds of the goods consigned,
whatever form that exists at the time of the bankruptcy of the
principal.
Article 288.The
commission agent who receives goods shipped from one place to another
in pledge for a loan or advance, shall have the lien, provided that the
bill includes a statement of the amount paid or anticipated, and the
species and nature of the effects referred.
Article 289.There
being no issue of a square to another, the commission only enjoy the
right of pledge on the goods they have delivered it real or virtual.
Article 290.The
commission conferred by many principals collectively produce them for
joint obligations of the commission, just as the collective acceptance
of several commission produced several liability for the principal.
§ 4. Of the brokers to buy
Article 291.The
commission in charge of buying must strictly observe the instructions
you have about the kind, quality, quantity, price and other particulars
of the goods that he ask his principal.
Article 292.Commission exceeding his instructions regarding the kind and quality of the goods, the customer is not obliged to receive them.
But if it be in excess amount, the customer shall accept the goods ordered, leaving the other by the commission.
Article 293.The
client can use the right under the first paragraph of the preceding
article, even if you paid for the carriage of the goods, provided that
in the act of opening the packages containing them, receiving no
protests for not being the same type or quality specified in the
instructions.
Article 294.Purchased
goods at lower prices than those given in uploaded the instructions,
the principal may accept them or leave them on behalf of the commission.
Agreeing to perceive it only the price indicated, the principal shall be obliged to receive the goods.
Article 295.The
commission in charge of buy and transport goods for fixed prices, it
may not be offset excessive price of these operations with lower than
any obtained in the other.
Article 296.Effects
can not buy on behalf of his principal at higher prices if any, in the
square which has been asked, even though the client said it any other
higher price.
Contrary
to this prohibition, the commission paid to the principal difference
between the market price and the price of purchase.
Article 297.Buying
conditions more onerous than those governing the square, will respond
to his principal for the damage he will cause, without exception will
serve to have made purchases on their own on equal terms.
Article 298.The
dominance of the goods purchased and received by the commission belongs
to the client, without prejudice to the obligation on the first section
246.
Article 299.Shipped
the goods, the responsibility of the commission ceases, and they run
from the risk of the client, unless it has otherwise agreed.
Article 300.The
Commission has the right of retention of Article 284 punishes, even in
respect of goods that I find in transit at the time of the bankruptcy of
his principal.
Article 301.Cesa the lien from the time the goods are actually delivered to the client.
§ 5. Of the brokers to sell
Article 302.The
commission that upon receiving notice that the effects are damaged or
to designate a different state than the bill of lading or knowledge,
must implement immediately the measures prescribed in Article 249.
Article 303.Not
stating the faults in terms of the aforementioned article, it is
presumed that the commission has received the goods in the same
condition that states the consignment note or knowledge, and answer them
to his principal, unless they have been justified damaged prior to its
receipt.
Article 304.When
the altered goods sale doeth so urgent that there is no time to give
notice to the principal, the commission will go to the Commercial Court
to authorize the sale in the manner deemed most suitable to the
interests of the owner.
Article 305.As
for the price, place, time, manner and other circumstances of sale
functions, the commission shall comply strictly with its instructions.
Article 306.Uploaded
by selling at lower prices than those designated in the instructions,
invoices or correspondence, the commission shall be paid in full to his
principal, unless a special agreement for the sale is filed to the
common good.
If sells at prices lower than those indicated, the commission shall be responsible for the difference.
Article 307.The commission may sell to the terms commonly used in the square, unless prohibited by the instructions.
Article 308.While the Commission are authorized to sell tacitly or explicitly-term, you can only check people notoriously solvents.
Article 309.Selling
term must be expressed in the accounts that bringeth forth the names of
purchasers, and not doing it, means that sales have been verified in
cash.
Even in that doeth this form must show the names of the buyers if the customer is so requires.
Article 310.The
Commission, taking command of selling in cash and a fixed price, sells
on credit to a more up, appropriate the difference, since the client
requested the payment in the manner prescribed in the instructions.
Article 311.Unable
to sell at the prices and conditions that may have been noted, the
commission shall give notice and wait for the orders of his principal.
In no event shall return the goods without an order from his principal.
Article 312.The
commission shall verify the collection of the credits of his principal
in times which shall be made enforceable, and not doing it, liable for
damages caused by himself omission.
Article 313.When
the commission receives goods from different principals should be
distinguished by a countermark to designate the respective property.
Article 314.Understanding
negotiation in the same goods from different constituents, or of
himself and some of its constituents, will be forced to distinguish in
the bills to their respective frames, and write in their books that
apply to each owner.
Article 315.The
commission that same person have against various amounts from
transactions executed on behalf of different principals, or on their own
and others, to enter on their books and receipts that give the name of
the applicant on whose behalf the debtor makes deliveries biased.
Article 316.Missed the notation that prescribes the preceding article, the allocation of payments are made according to the following rules:
1.a
If the credit should proceed in a single operation executed on behalf
of different people, deliveries made by the debtor will be distributed
by the commission among stakeholders in proportion to their respective
assets;
If
credit 2nd provinieren various operations performed by one person,
payment shall be charged to credit as designated by the debtor, provided
that none of them find what they are outdated or all at once;
3.a
If at the time of payment or some of the time thou art defeated and
overcome any others will apply exactly the amount that the debtor
deliver them to non-performing loans and excess, if any, will be
distributed salary battle between the credits up.
Article 317.The Commission to ensure the solvency of debtors corriere no risk, but is not entitled to payment of the fee simple.
So, you can not take guarantee fee, even if it was stipulated:
1. ° If the sales were made on condition of surrendering the price in the act of receiving the goods;
2. ° If the time to get sold-term effects, the buyer pay the discounted price.
§ 6. Of the commissioners of transportation by land, river or canal navigable
Article 318.Transport
commission is one that, on its own behalf but on behalf of others, is
driving with a carrier of goods from one place to another.
Article 319.Transportation commission is not that, having sold goods by mail, is responsible to the buyer.
But
acceptance of this assignment requires the seller agent's obligations,
and thus respond as such even the fault committed in the choice of
carrier.
Article 320.Off
the books which prescribes keeping Article 25, the commission shall
keep a special register in which a full copy waybills that suscribiere.
Article 321.It
is the duty of the commission ensure that remitiere goods for others,
keeping order and provision for it, or give prompt notice to his
principal if unable to carry insurance for the price and conditions
appointed unto him his instructions.
The
insurer going bankrupt, yet the risk of the goods, the commission shall
renew the insurance, even if you have special request to this effect.
Article 322.The
commission is responsible for the facts of the broker commission to
whom it entrusts the direction of the goods, unless this person has been
designated by the principal.
Article 323.The broker commission takes upon himself the fulfillment of the obligations which the principal broker for his principal.
However,
not liable for losses or damages caused by them having literally
fulfilled the instructions of the principal broker, even if they are
contrary to the principal.
Article 324.The
provisions contained in Title V of this book is mandatory to freight
forwarders and the contractors in a particular operation and determined,
even if not check for themselves the driving of goods.
§ 7. Provisions common to the factors and shop
Article 325.When
the dependent factors and hire you on behalf of their constituents,
expressed in the documents antefirma that accords signed by proxy.
Article 326.Acting
in the manner indicated by the preceding article, and dependent factors
bind their principals to fulfill contracts entered into, without
getting them personally liable.
Article 327.The
violation of the instructions, the appropriation of the result of a
compromise or breach of trust on the part of the factors or dependents,
do not exempt their principals from the obligation to carry out those
contracts made in their name.
Article 328.Factors
or dependent act in his own name are personally obligated to honor the
contracts accorded, but was deemed to have complied on behalf of their
constituents in the following cases:
1. ° When this contract corresponds to the ordinary course of establishment under administration;
2. ° If there was held by order of the principal, even if it falls within the ordinary course of establishment;
3. O If the principal has ratified the contract expressly or implicitly, even when it has concluded without his order;
4. ° If the result of the negotiation any profit made from the principal.
Article 329.In
any case listed in the previous article, will hire a third factor or
dependent may, at its option, direct their actions against them or their
constituents, but not against both.
Article 330.In no case may the dependent factors or delegate the duties of his office without notice and consent of his principal.
Article 331.It
prohibits trafficking factors and dependent on their own and take an
interest in or someone else's behalf in negotiations of the same gender
that they do on behalf of his constituents, unless they were expressly
authorized to do so.
Because
they violate this prohibition shall apply to the principal benefits of
the negotiations that produce or dependent factor, being the loss of
sole charge of them.
Article 332.It
is not lawful or dependent factors or its main terminate without legal
cause which has entered into contracts with each other fixed term, and
would do so or gives rise to the termination shall indemnify the other
damages that sobrevinieren.
Article 333.They are only legal grounds for termination by the principal:
1st Any act of fraud or breach of trust to commit the factor or dependent;
2nd execution of some of the negotiations prohibited factor or dependent;
3.a
The insults or acts, in the opinion of the court of commerce,
compromise the personal security, honor or interests of the client.
Article 334.They are only legal grounds for termination by or dependent factors:
1.a The insults or acts of speaking the number 3. ° of the preceding article;
2nd mistreatment of the main and qualified enough for the court of commerce;
3rd retention of their salaries in two installments continuous.
Section 335.Not having time-bound commitment factors or its main subsidiaries, either may terminate it, let the other one month in advance.
The
main, if anything, can make effective, before expiry of the month, or
dependent factor farewell, paying the allowance accordingly.
Article 336.The factors and dependents are entitled:
1.
° When stipulated wage, even if by some accident blameless services
will not pay for two months continuously, except in the case, according
to agreement, I will pay for wages;
2. ° A compensation of losses and extraordinary expenses made, by direct consequence of the services supplied.
Article 337.Outside the modes that set the Civil Code, the terms of the factors and dependent lapses:
1. ° For your absolute disqualification for the service provided;
2. ° For the disposal of the establishment that serve them.
§ 8. Special rules regarding the factors
Article 338.Factor can be anyone with the free administration of their property.
However,
they may be the son of family, emancipated and married women who have
completed seventeen years, being expressly authorized by his parent,
guardian or husband to contract with the client and play the factory.
Article 339.Factors must be invested with a special power granted by the owner of the establishment whose management is entrusted to them.
Power will be recorded and published in the manner prescribed in paragraph 1, Title II, Book I.
Article 340.Understand
the factors are allowed for all acts that embraces the administration
of the establishment that they will trust, and can use all the powers
necessary to the proper discharge of their duties, unless the client
expressly restricted is the power to give them .
Article 341.The factors observed with the establishment to administer all prescribed accounting rules for traders in general.
§ 9. Special rules relating to clerks
Article 342.May be dependent on all factors that may be in accordance with Article 338.
Article 343.Dependents
can not force their constituents, unless they explicitly give them the
power to execute a certain name and certain transactions relating to its
business.
Article 344.Permission
to turn, accept or endorse bills of exchange signed documents to load
or unload, raise and receive money, the clerk will be granted by deed,
specifying the acts and negotiations to extend the order.
Power will be recorded and published in the manner prescribed in paragraph 1, Title II, Book I.
Article 345.Contracts
entered the ward with people who will have his client released by
circular and authorized to perform some operations of its traffic, the
main force, provided that the contracts are restricted to the
negotiations entrusted to the clerk.
Will
also be the responsibility of the principal obligations contracted by
the clerk cards, provided it has been authorized to sign the letters of
the same principal, and has announced the authorization circular.
Article 346.The
clerks in charge of selling retail are deemed authorized to receive the
proceeds of sales wilt, but must provide the name of their constituents
to grant them the receipts.
Shall
have the same faculty dependents sell wholesale, if sales are made in
cash and payment is verified in the same store they manage.
If
sales may be made, on credit or if we had checked out of the store
payments, receipts necessarily be signed by the principal or person
authorized to collect.
Article 347.Seats dependent accounting charge made in the books of their constituents, they hurt themselves as if they had been verified.
Title VII
COMPANY
Article 348.The law recognizes three kinds of society:
1st General Partnership;
2nd corporation;
3rd Limited partnership.
It also recognizes the association or participation accounts.
§ 1. Training and testing of the partnership
Article 349.You can celebrate the partnership agreement that everyone has the capacity to be bound.
The lowest adult and married women not fully separate in property need special permission to celebrate a partnership.
The authorization of the minor will be conferred by the ordinary courts, and a married woman by her husband.
Article 350.The partnership is formed and tested by public deed registered in terms of Article 354.
The
dissolution of the society is to be made before expiry of the
stipulated term, the extension of this, the exchange, retirement or
death of a partner, altering the name and in general any reform,
expansion or modification of the contract will be reduced public deed
with the formalities specified in the preceding paragraph.
Need
not comply with such formalities in the case of simple extension of
society to be produced in accordance with the provisions that exist
about the social contract. In this case the company shall be extended in
accordance with the terms of members, unless one or more of them
expressed their willingness to put an end on time by a declaration made
by public deed and which shall take note outside the respective entry in
the register of commerce before the date fixed for the dissolution.
Article 351.The
contract contained in a private document not produce another effect
among the partners that force them to give the deed before the company
shall start its operations.
Article 352.The articles of incorporation must state:
1. ° The names and addresses of partners;
2. ° The reason or corporate signature;
3. ° The partners responsible for the administration and use of the name;
4.
° The capital introduced by each of the partners, whether they consist
of money, credits or any other kind of property, the value being
assigned to inputs consisting of furniture or buildings, and how should
be the fair price of such contributions if they were not assigned any
value;
5. ° The negotiations need to relate the rotation of the society;
6. ° The share of profit or loss is allocated to each partner or industrial capitalist;
7. ° The age in which society must begin and dissolve;
8. ° The amount that each partner can take annually for his private expenses;
9. ° The way it has verified the liquidation and division of community assets;
10.
If the differences that occur in society should be or not subject to
the resolution of arbitrators, and the first case, the way they should
be appointed;
11. The domicile of the corporation;
12. Other pacts agreed by the partners.
Article 353.Is
not admissible evidence of any kind against the tenor of the deed
executed pursuant to Article 350, or to justify the existence of
agreements not expressed in them.
Article 354.An extract from the charter must be registered in the commercial register for the address of the company.
The
extract will contain the instructions stated in numbers 1. °, 2. °, 3.
°, 4. °, 5. And 7. Of article 352, the date of the respective deeds, and
the name and address scribe that had been granted.
Registration should be made before the expiration of sixty days from the date of the charter.
Article 355.If the charter been omitted means the registered office of the company domiciled in the place of issue of the former.
Section 355 A.The
omission of the public deed of incorporation or modification, or their
timely registration with the Registrar of Trade, produce absolute
invalidation between partners, except as provided in sections 356, first
paragraph, and 361, first paragraph.
The timely completion of registration shall take effect retroactive to the date of writing.
Article 356.The society comprising no deed, instrument or deed or reduced to an instrument protocol, is null and void and may not be sound.
Nevertheless, if there actually will lead to a community.
Gains
and losses will be shared and support and the return of contributions
shall be made among the villagers under the agreement and in lieu
thereof, in accordance with the provisions for society.
Community
members jointly and severally liable to third parties with whom we have
contracted on behalf of and in the interest of it, and shall not rely
on third parties the failure of the instruments mentioned in the first
paragraph. Third parties may in fact prove the existence of any evidence
as they recognize this code, and the proof will be appreciated
according to the rules of sound criticism.
Article 357.The
society is vitiated by void for breach of the requirements of section
350 shall have legal personality and will be settled as a society if
public deed or instrument or reduced notarized deed. All this without
prejudice to the sanitation service in accordance with the law.
The
partners jointly and severally liable to third parties with whom we
have contracted on behalf of and in the interest of society in fact.
Article 358.The
voluntary execution of the partnership agreement does not purge the
void that is vitiated by breach of legal formalities, subject to the
reorganization referred to in the preceding article.
Article 359.Which
will hire a society that has not been legally constituted, can not
withdraw for this reason the performance of their duties.
Article 360.The
facts contained in the second paragraph of Article 350 only produce
effects against third since a record of its occurrence, as indicated in
that article.
Article 361.The
modified extract of which has not been duly registered in the Register
of Commerce or no effect against the partners or against third parties,
except in the case of sanitation in accordance with the law and the
restrictions it imposes. Such deprivation of operating cash right,
without prejudice to the unjust enrichment action as appropriate.
The
modification timely registered in the Commercial Register, but vitiated
by defects in form, produces effect against members and others, until
it has been declared invalid.
The
statement referred to in the preceding paragraph does not have
retroactive effect and shall apply only to situations that occur from
the moment it is rendered by the sentence that contains it.
Article 362.Repealed.
Article 363.Repealed.
Article 364. Repealed.
§ 2. Of reason or social firm in partnership
Article 365.The name is the formula set forth the names of all partners or some of them, with the addition of these words and company.
Article 366.Only the names of the general partners can enter into the composition of the name.
The name of the member who has died or been separated from society will be removed from the corporate signature.
Article 367.The
use made of the name after the dissolution of society, is an offense of
forgery, and the inclusion in it of the name of a stranger is a scam.
Falsehood and fraud will be punished under the Penal Code.
Article 368.Which
tolerates the inclusion of his name in the trade ratio of an alien
society, is responsible for persons who have contracted it.
Article 369.The
name is a fixture of social or industrial establishment which is the
subject of corporate transactions, and therefore is not transmissible to
him.
Article 370.The general partners listed in the constitution are jointly responsible for all legal obligations under the corporate name.
Under no circumstances may repeal a covenant partners in solidarity partnerships.
Article 371.You can only use the name the partner or partners who have been granted such authority by the respective deed.
In the absence of an express delegation, all members may use the corporate signature.
Section 372.The use of the name may be conferred on a stranger to society.
The
delegatee shall indicate in the public or private firm for power,
failing to pay bills of exchange which has put into circulation, since
the failure to induce antefirma in error about its quality to others
which they have been accepted.
Article 373.If
members use the signature unauthorized social, society will not be
responsible for fulfilling the obligations that have signed, unless the
obligation is made out of any society.
The responsibility, in this case is limited to the amount concurrent with any reported benefit society.
Article 374.Society
is not responsible for the documents signed with the name when the
obligations that have caused concern and not the third accepts with the
knowledge of this.
§ 3. Social fund and the division of profits and losses
partnership
Article 375.The social fund is composed of the contributions that each partner delivery or promises to deliver to society.
Article 376.Contribution
may be subject to money, credit, and personal property, grants,
privileges of invention, manual labor, the very industry, and generally
everything marketable able to provide some utility.
Article 377.The
public office of broker, broker and any other that is served under
appointment of the President of the Republic can not be the subject of a
contribution.
Article 378.Partners must submit their contributions at the time and manner stipulated in the contract.
Where not specified, delivery will be made at the registered office after articles of association signed.
Article 379.The
delay in the delivery of the contribution, whatever the cause that
produces it, allows the partners to exclude socio society to delinquent
or enforcement proceedings against person and property to enforce
compliance with its obligation.
In either case the defaulting member liable for the damages that the delay thereby incur to society.
Article 380.Personal
creditors can not seize a partner during the partnership's contribution
to the latter entered, but will be allowed to apply for retention of
the interest in it hath to perceive at the time of social division.
They
may not concur in the insolvency of the corporate creditors, but will
be entitled to pursue the debt corresponding to the residue of the
estate insolvent.
Article 381.Members
will not be entitled to recover their contributions before the
conclusion of the liquidation of the company, unless they consist in the
enjoyment of the objects introduced to the pool.
Article 382.The
venture capitalists themselves divided between gains and losses means
if so stipulated. Where not specified, the split in proportion to their
respective contributions.
Article 383.In
terms of profits and losses for the industrial partner, it will be what
has been stipulated in the contract and there being no stipulation, the
lead industrial partner in earnings a share equal to that corresponding
to the more modest contribution, without paying any share in the
losses.
§ 4. Administration of the partnership
Article 384.The
regime of the partnership will comply with the covenants containing the
charter, and what has not been provided them, the rules stated below.
Article 385.The
administration of law applicable to each and every one of the partners,
and they can play by themselves or by their delegates, are members or
strangers.
Article 386.When
the social contract of manager means a person, means that the partners
give each other the power to administer and to force jointly responsible
for all without notice and consent.
Article 387.Under
the legal mandate, each partner can validate all acts and contracts
included in the ordinary course of society or are necessary or conducive
to the achievement of the purposes for which it is been proposed.
Article 388.Each
partner is entitled to oppose the consummation of the transactions and
contracts designed by other, unless they relate to the mere maintenance
of common things.
Article 389.Opposition
temporarily suspended enforcement of the act or proposed procurement
until the numerical majority of the members qualify as a convenience or
inconvenience.
Article 390.The
agreement only requires the majority to the minority when it falls on
simple acts of administration or provisions contained in the circle of
operations designated in the social contract.
Resulting
in the deliberations of the company two or more views that do not have
an absolute majority, members must refrain from carrying out the act or
proposed procurement.
Article 391.If,
despite the opposition verificare the act or contract with third
parties in good faith, the partners will jointly and severally liable to
comply, without prejudice to their right to be indemnified by the
partner who had executed.
Article 392.Delegate
authority to manage one or more members, the others are inhibited by
this one act of interference in social administration.
Article 393.The power to administer brings the right to use the corporate signature.
Article 394.The
delegate will only have the powers to appoint his title, and any excess
committed in the exercise of them, the company will be responsible for
all damages that occurring.
Article 395.Delegated
administrators representing the society and out of court, but if it
should be invested with special powers may not sell or mortgage the
property by its nature or destination, or alter its shape, no compromise
or compromise of any corporate business nature whatsoever.
Section 396.Alterations
in the form of social property that doeth manager in full view of
members, shall be authorized and approved by them for all legal
purposes.
Article 397.No
special administrators need to be able to sell the real estate
industry, provided that such event were included in the number of
operations that constitute the ordinary course of society, and to take
mutual quantities strictly necessary to set in motion the business of
office, make repairs to buildings necessary social, raise the mortgages
that encumber or meet other urgent needs.
Article 398.Administrators have legal representation in court society, be it from acting as plaintiff or defendant.
Article 399.Having
two administrators by title have to act jointly, the opposition of one
of them prevent the consummation of the transactions or contracts
designed by the other.
If
administrators are three or more sets must act under the majority vote
and refrain from carrying out acts or contracts that have not yet
obtained.
If,
notwithstanding the opposition or the majority defect implements the
act or contract, it shall take full effect on bona fide third parties,
and the administrator has concluded that society will respond to the
damage that it follow.
Article 400.The
administrator appointed by a special clause of the charter can be
executed, despite the opposition of his fellow members of the
administration excluded all acts and contracts to extend its mandate,
provided that no fraud check.
But
if his efforts nevertheless have obvious damage to the common mass, the
majority of the members may appoint a co-manager or request the
dissolution of society.
Article 401.The
ability to manage is intrasmisible the heirs of the manager, even
though it is stipulated that the company has to continue among the
surviving partners and the heirs of the deceased.
Article 402.If
the administrator making the appointment of the members have not
determined the extent of the powers conferred upon him, the delegate
will be considered as a mere trustee, and shall have no powers other
than those necessary for the acts and agreements set forth in Article
387.
Article 403.Administrators
are required to carry the books that every merchant must have under the
provisions of this Code, and exhibit any of the partners required.
§ 5. Prohibitions are subject to the partners in society collective
Section 404.Members are prohibited in particular:
1. ° Remove the pool as much as that assigned for their private expenses.
The
mere removal of authorizing associates that have been verified to bind
it to a refund or to remove a quantity proportional to the interest that
each has on the social mass.
2. ° Apply mutual funds to individuals and businesses use these social signature.
The
member who has violated this ban will lead to the common mass gains,
and charged him only with a loss of business to invest the funds
diverted, without prejudice to return them to society and to compensate
the damage it has sustained.
It may also be excluded from society by his associates.
3.
° yield to any security interest in the company and be replaced for the
performance of the duties that apply in the administration.
The assignment or substitution without prior approval of all partners is zero.
4.
Exploit self the branch of industry in which society operates, and done
without the consent of all associates individual operations of any kind
when society does not have a specific kind of trade.
Members
who contravene these prohibitions will be forced to bring profits to
the common stock and individually bear the losses they prove.
Article 405.Members
may not deny authorization to request any of them to make a commercial
transaction, without demonstrating that the operations were planned and
prepared a manifest injury.
Article 406.The
industrial partner may not undertake any negotiations that distract you
from your social care or risk losing the gains they have acquired to
date rape.
§ 6. The dissolution and liquidation of the partnership
Article 407.The partnership is dissolved by the modes that determines the Civil Code.
Article 408.Dissolution of the society, it will clear by the person for that purpose has been named in the charter or the dissolution.
Article 409.If
the charter or the dissolution was agreed to appoint any liquidator
without determining the manner of appointment, it will be unanimously by
the partners and in case of disagreement, by the court of commerce.
The appointment may lie with a partner or a stranger.
Only in the case of being all satisfied, can be provided by partners to the collective settlement.
Article 410.The
liquidator is a true leader of society and as such must comply strictly
with the rules that will trace his title and respond to members of the
damages resulting from its operations were fraudulent or guilty.
Article 411.Not
being certain powers of the liquidator, can not perform other acts and
contracts which tend directly to the fulfillment of your order.
Consequently,
the liquidator shall not constitute mortgage, pledge or antichresis not
borrow money or buy goods for resale, or endorse bills of exchange, or
transact business on social rights, or subject to compromise.
Article 412.The rules contained in the first two paragraphs of Article 399 are applicable to the case where two or more joint liquidators.
The
disagreements that may occur between them shall be subject to the
resolution of the members, and absence or other impediment to the
majority of them, the court of commerce.
Article 413.Apart from the duties imposed on its title to the liquidator shall be obliged:
1.
° A form inventory, upon assuming office, all stock and debts of any
nature whatsoever, whether books, correspondence and papers of the
society;
2. ° To continue to complete outstanding transactions at the time of dissolution;
3. ° To require the administration to account managers or anyone else who has managed the interests of society;
4. ° to liquidate and terminate the accounts of the company to third parties and individual members;
5. ° to collect the receivables asset amount and receive the appropriate grant severances;
6.
° to sell the goods and movable property of the company, even when a
minor between the partners, provided they are not intended by them to be
divided in kind;
7. ° A present state of settlement when the members so require;
8. ° A yield at the end of the settlement a general account of his administration.
If the liquidator was the same manager of the company extinguished, must present at the time the account management.
Article 414.The issues giving rise to the filing of the member's account manager or the liquidator shall be subject to compromise precisely.
Article 415.If
the charter been omitted to make the designation indicates the number
10 of article 352, means that issues that arise between partners, either
for society or the time of dissolution, shall be subject to compromise.
Article 416.The liquidators represented at trial and liabilities to partners.
Article 417.The
liquidators appointed in the social contract may waive be removed for
cause and in the manner described in article 2072 of the Civil Code.
Whoever is appointed, may resign in another form to be removed according to general rules of the mandate.
Article 418.By
themselves the liquidation, the partners shall comply with the
foregoing rules, and in their deliberations observe the provisions of
Articles 387 and following up to 391 inclusive.
§ 7. The limitation of actions from society
collective
Article 419.All
actions against the liquidators are not partners, their heirs or
assigns prescribed four years from the date on which the entity is
dissolved, provided that the bylaws of fixed duration or the deed of
dissolution has been entered under Article 354. -
If the claim is conditional, prescription runs from the advent of the condition.
Article 420.Prescription
runs against minors and legal persons enjoy the rights of such, but the
loans are illiquid and not interrupted but by the legal steps that
within four years made against the partners creditors unpaid.
Article 421.After four years, the partners are not liquidators shall not be required to testify in court about the survival of the debts.
Article 422.The prescription does not occur when the partners themselves verify the liquidation or the company is bankrupt.
Article 423.The
creditor actions against the member or clearing members, considered
this last quality, and the partners have each course prescribed by the
deadlines stipulated in the Civil Code.
§ 8. Of corporationsArts. 424-469. Repealed.
§ 9. Provisions relating to the limited partnership
Article 470.Limited
partnership is held between two or more people who promise to lead to a
particular social housing supply, and one or more persons who undertake
to manage the company solely by itself or its delegates and its
particular name.
Llámanse the former limited partners, managers and seconds.
Article 471.Two species of limited partnership: simple and actions.
Article 472.La
commandite formed by the meeting of a fund supplied entirely by one or
more limited partners, or by them and the managing partners at once.
Article 473.The
limited by shares is established for the meeting of a capital divided
into shares or coupons for action and provided by partners not named in
the charter.
§ 10. From commandite
Article 474.The
limited partnership is formed and simple test such as partnership, and
is subject to the rules established in the first seven paragraphs of
this title, as such rules are not in opposition to the legal nature of
this contract and the following provisions.
Article 475.The name of the limited partners will not appear on the bank mentioned in Article 354.
Article 476.The
limited partnership is governed under a name which necessarily must
include the name of the managing partner if they were one, or the name
of one or more of the managers if they are many.
The name of a limited partner can not be included in the name.
Words
and company added the name of a managing partner do not imply the
inclusion of the name of the limited partner in the firm name, or impose
a variety of responsibilities it has in its capacity as such.
Section 477.The
silent partner that allows or tolerates the inclusion of his name on
the company name is responsible for all obligations and losses of the
company in the same terms as the managing partner.
Article 478.The limited partner can not take society by way of contribution, ability, personal credit or industry.
Howbeit,
his contribution may consist of a secret communication art or science,
provided they do not apply by themselves or cooperate daily application.
Article 479.If
the contribution is the mere enjoyment or usufruct, a silent bear no
other loss than the products of which constitutes a contribution.
In no event shall be required to repay the amounts by way of benefits received in good faith.
Article 480.The limited partners have the responsibility it imposes and the right granted to shareholders of corporations by Article 456.
Article 481.The limited partner may, without losing that capacity, attend meetings and will have an advisory vote on them.
Article 482.You
can also assign its rights, but not transfer the power to examine books
and papers of the society while it has not been about their operations.
Article 483.The managing partners are indefinitely and jointly liable for all obligations and losses of the company.
Limited partners only respond to one and the other to the extent of their contributions pledged or delivered.
Article 484.Limited partner is prohibited from executing any act of social administration, even as agent of the managing partners.
Article 485.The
limited partner who violates the prohibition of the preceding Article
shall be jointly liable with the managers of all losses and obligations
of the company, whether before or after the contravention.
Article 486.The
limited partner to pay the creditors of the company by one of the
reasons stated in Articles 477 and 484, shall be entitled to require the
managing partners of restitution of the excess amount of your
contribution.
In neither case can the managing partners of the limited partner to claim compensation for the mere fact of the violation.
Article 487.Administratorios acts are not part of the partners:
1. ° The contracts on their own or others celebrate with the managing partners;
2. ° The performance of a commission in a place other than that it is established the domicile of the corporation;
3.
° The advice, examination, inspection, enforcement and other indoor
events that pass between partners, provided they do not impede the free
and spontaneous action of the managers;
4. ° The acts collectively or individually run as community members after the dissolution of society.
Article 488.The
limited partner which is a facility of the same nature as the social
setting, or take part as a silent partner or one made by another person
loses the right to examine corporate books, unless the interests of such
establishment are not in opposition to the society.
Article 489.Having
one or more limited partners and many groups, is that all they managed
together, whether one or more managed by all of society will be both
limited partnership for collective and relatively early in the latter.
Article 490.If in doubt, the company shall be deemed collectively.
§ 11. From limited by shares
Article 491.The rules set forth in the preceding paragraph are applicable to joint stock as are not inconsistent with the provisions hereof.
Article 492.The
limited partnerships can not divide its share capital or share coupons
to lower than ten hundredths of a shield, when it is not more than fifty
shields.
If the capital exceeds this amount, shares or vouchers action can not lose half shield.
Article 493.The
limited partnerships will not be definitely established only after all
the capital subscribed and delivered to each shareholder having at least
a quarter of the amount of their shares.
The
execution and delivery will be checked by the statement of manager in a
public document, and this will be accompanied by a list of subscribers,
a delivery status and the charter.
Article 494.Shares in limited partnerships are registered.
Article 495.Subscribers
are responsible actions, despite any provision to the contrary, the
total amount of shares which have taken in society.
The actions or action coupons are not negotiable but delivered after two-fifths of its value.
Article 496.Whenever
any of the partners bring you a contribution does not consist of money,
or estipulare its favor some particular advantages, the general
assembly will verify and estimate the value of one and other, and until
he has given his approval at a subsequent meeting, the company shall not
be definitively established.
The
deliberations of the assembly are taken most votes of shareholders
present or represented, and this majority is composed of a quarter of
the shareholders, representing a quarter of the capital.
The
partners we made the contribution or the benefits have been stipulated
under the appreciation of the assembly will have no vote.
Article 497.Is
null limited by shares incorporated in contravention of any of the
requirements contained in the preceding Articles, without prejudice to
its reorganization in accordance with the law.
Article 498.In all-stock will establish a monitoring board, composed of at least three shareholders.
The
board will be appointed by the General Assembly immediately after the
final constitution of society and social before any operation.
The first board shall be appointed for one year and the other five.
Article 499.The
board members should consider whether the company has been legally
constituted, inspect the books, checking the existence of social values
in cash, documents or any other form, and submit the end of each year
to the general assembly a report about inventories and the proposals
made by the manager to distribute dividends.
Article 500.The oversight board has the right to convene the general assembly and to provoke the dissolution of society.
Article 501.Aborted
Society for infringement of the rules prescribed for its creation,
members of the oversight board could be held jointly liable with the
managers of all trades executed after his appointment and acceptance.
The
same responsibility may be declared against the founders of the company
have taken a contribution in kind and stipulated in its favor
particular advantages.
Article 502.Each member of the board of supervision shall be jointly liable with managers:
1. ° When you have knowingly allowed that inventory inaccuracies are committed serious harm to society or others;
2. ° Whenever you knowingly consented to have distributed dividends are not justified by regular inventories and sincere.
Article 503.The
issuance of shares or coupons for action in a company incorporated in
violation of Articles 492, 493 and 494, shall be punished by a fine of
half a shield.
The
same penalty shall apply to any manager who principiare corporate
transactions before the oversight board has begun to operate.
Article 504.Trading
in shares or vouchers of a value or action is contrary to the
provisions of Articles 492 and 494, or shares or coupons which action
has not delivered the two-fifths of its value under Article 495, shall
punishable by a fine of half to two shields.
With
the same fine will be punished to take part in the negotiations set and
who publicly expressed the value of shares or coupons for action.
Article 505.Shall be punishable under the Penal Code requires:
1.
Those who by simulating subscriptions or deliveries, by publishing
malicious subscriptions or deliveries that do not exist, or by other
false facts, obtained or attempted to obtain subscriptions or
deliveries;
2.
Those who subscriptions or deliveries to bring in bad faith publishing
the names of people who are related to society involves, in any form
whatsoever.
Article 506.The
shareholders argue that we had to collectively as plaintiffs or
defendants, a lawsuit against the managers or members of the oversight
board will be represented by proxy elected by the general assembly.
Unable
to verify the appointment by the General Assembly, by an obstacle any,
will be made by the Commercial Court at the request of the most diligent
party.
If
the lawsuit Versare about objects of particular interest to some
shareholders, proxies will be appointed at a meeting of stakeholders in
the cause.
In
either case proposed, the shareholders may intervene personally in the
case, the responsibility to bear the costs of its intervention.
§ 12. Association or participation accounts
Article 507.Participation
is a contract whereby two or more merchants take interest in one or
many commercial operations, instantaneous or repeated, you must run one
of them in his name alone and under his personal credit by
accountability and divide their associated gains or losses in agreed
proportion.
Article 508.Participation is not subject in their training to the formalities required for the formation of societies.
The agreement of the members determines the object, form, interest and participation conditions.
Article 509.Participation is essentially private, is not a legal entity and has no name, and address collective heritage.
Its
formation, amendment, dissolution and liquidation may be established
with the books, correspondence, witnesses and any other legal evidence.
Article 510.The manager is renowned sole owner of the business relationships that occur outside participation.
Third parties only have action against the administrator, just as the participants do not have it inactive against others.
Both, however, may use the manager's actions under an assignment form.
Article 511.Save
the changes resulting from the legal nature of participation, it
produces among the participants the same rights and obligations
conferred and imposed on each partner commercial companies.
Title VIII
INSURANCE IN GENERAL AND IN PARTICULAR THE INSURANCE LAND
§ 1. Definitions
Article 512.Insurance
is a bilateral, conditional, random by which a natural or legal person
takes upon himself a certain time any or all of the risks of loss or
damage that are certain objects that belong to someone, forcing, for a
fee agreed to compensate the loss or other damages suffered by the
objects estimable insured.
Article 513.It is called insurance the person taking the risk of his own, ensured that it is free, and premium pay or insurance rates.
Risk means the possibility of any unforeseen circumstances that may cause loss or damage to the insured.
Loss is loss or damage of the goods insured.
More sinister called the total or near total loss, and left the less simple the insured property damage.
The
loss or impairment of the three quarters of the value of the insured is
considered a total loss only in cases specified by law.
Insurance is land or sea.
§ 2. Provisions common to terrestrial and marine insurance
Article 514.The
insurance is refined and tested by a public, private or official, which
is authorized by a broker or a Chilean consul in your case.
The documentary evidence of insurance is called policy.
The policy may be nominated widespread favor of the insured, in order or to bearer.
Writing giving private or official, shall extend two copies for mutual receipt of the parties.
Article 515.The insurance set it as a promise orally, provided that the contractors have agreed formally in the thing, and risk premium.
The
promise can be justified by any means of proof admitted in commercial
matters, and authorizes each of the parties to sue the other the
issuance of the policy.
Article 516.Any policy should contain:
1. ° The names of the insurer and insured and address of both;
2. ° The declaration of the quality that takes the insured to obtain insurance;
3. ° The clear and precise designation of the value and nature of the insured;
4. ° The insured amount;
5. ° The risk that the insurer takes upon himself;
6. ° The day begins and concludes that the risk to the insurer;
7. ° The insurance premium, and time, place and manner in which it is to be paid;
8. ° The date, stating the time;
9.
° The enunciation of all the circumstances that the insurer can provide
accurate and complete knowledge of the risks, and all other provisions
that we did the parties.
Article 517.Regarding the insured, insurance is a contract for mere compensation, and can never be for him an opportunity to profit.
Article 518.Insurance can celebrate all the people working to be bound.
But
the insured is required in addition to the legal, having the time of
the contract a real interest in avoiding risks, whether as owner,
partner, trustee, tenant, tenant, creditor or administrator of property
of others, is in any other that constitutes interested in the
preservation of the insured object.
Insurance in missing this interest is void and of no value.
Article 519.The
insurance may be hired on their own, or by a third party under a
general or special power, even without your knowledge and consent.
It is understood that the amount that insurance has hired, since the policy does not express it on behalf of a third.
Article 520.Because
they take their own insurance to ensure the object sent is understood
that the president said according to the instructions of the principal.
In
the absence of instructions, the insurance shall be made under the
usual conditions in the place where the president should execute the
command.
Article 521.It
is of no value set by the insurance unofficial agent, if the applicant
or his agent, ignoring the existence of this contract, has made secure
the same object.
Article 522.They
can be assured all things tangible or intangible, provided there at the
time of contract or the time it begins to take risks on behalf of the
insurer, with an estimated value of money can be a legitimate
speculation, and are exposed to risk losing by taking upon himself the
insurer.
Therefore, there may be a matter of insurance:
1. ° The gains or benefits;
2. ° The objects of illicit trade;
3.
° The things fully insured, unless the last insurance relates to a
different time or risks of a different nature than those comprising the
former;
4. ° The things that have already run the risk, saved or lost háyanse it.
The sure things do not fulfill all the conditions stated in the first paragraph of this article is null and void.
Article 523.The insurer can reinsure, on conditions more or less favorable than those provided for the same things he been insured.
Reinsurance does not extinguish the obligations of the insurer or the insured giving direct action against the reinsurer.
The
insurer and the insured can not enter into reinsurance, but the second
can ensure the cost of insurance and the risk of insolvency of the
first.
Article 524.Commercial
establishments such as warehouses, bazaars, shops, factories and
others, land or sea cargo can be secured with or without specific
designation of goods and other objects they contain.
Furniture
that constitute the furniture of a house can also be secured in the
same way, except they have a great price, such as jewelry, family
pictures, art or similar, which will be secured by appointment.
In either case, the insured must identify the insured and justify their existence and value at the time of the accident.
Article 525.Having
held many successive insurance in good faith on different dates, only
valid to the first, always covering the full value of the secured
object.
No covering, insurers respond after unpaid value of the order of the dates of their contracts.
Insurers
whose contracts remain to be canceled for lack of insurable value, the
premium refunded, except their right to compensation may exist.
Article 526.When
multiple insurers to ensure together or separately on the same date an
amount that exceeds the true value of the insured, shall not be
responsible, but to the extent of that value in proportion to the amount
that each of them has secured.
The insurance is presumed undated held on the date immediately follows.
Article 527.In cases under the two preceding articles, the insured may terminate a prior insurance to insurers accountable later.
Relieved
of their obligations to the previous insurers, the insured will be in
place in the same order and by the same amount of their insured HAVE.
In
this case, the insured will hire a new insurance, insurers take their
place in the manner expressed in the preceding paragraph.
Article 528.But
one thing has been insured for its full value, it is possible to secure
it again under the condition that the second insurer is liable if the
insured is fully indemnified by the first insurer.
In
this case the agreement or agreements shall be clearly described the
new policy, under penalty of nullity, and apply the rules laid down in
Articles 525 and 526.
Article 529.Giving up in legal form of insurance contract, the insurer may again make sure the insured for the same time and the same risks.
The new policy will be mentioned, under penalty of nullity, both the previous and safe withdrawal.
Article 530.Transmitted
by universal or singular property of the insured, the insurance for the
benefit of the purchaser shall, without transfer, from the time that
the risks apply to you, unless clearly stating that the insurance was
agreed by the insurer in consideration to the insured person.
Article 531.In
case of transmission by singular title, the insurer may require the
purchaser to declare the act of the injunction whether or not to take
advantage of insurance.
If
the insured refuses and he remains an interest in the thing, the
insurance will continue on his behalf to the extent of their interest.
If
he remains no interest, it shall be extinguished from the time the
insurance of alienation, and the insurer of the insured may claim the
payment of any bonus or compensation, depending on the nature of
insurance.
Article 532.Insurance
is not effective competition until the true value of the insured
object, even if the insurer has been made responsible for an amount that
exceeds it.
While
not being secured the full value of the thing, the insurer is only
obliged to compensate the loss pro rata to the amount insured and what
is not.
However,
interested parties may stipulate that the insured does not bear any
part of the loss or damage, but in the event that the amount of the loss
exceeds the sum insured.
Article 533.Omitted
in the policy determining the value of the goods insured, the insured
may be set by all the evidence that supports this Code.
Article 534.Although
the value has been formally stated in the policy, the insurer or the
insured can prove that the estimate was inflated by error or fraud.
Declaring
that there was too much for error in the estimate, the sum insured and
the premium will be reduced to concurrence of the true value of the
insured, and the insurer may require the difference between that value
and the policy set out in compensation to may apply.
Testing
the insurer the difference between the actual value of the objects and
the insured amount comes from the insured's intent, it may not require
the insurance payment in case of accident or excuse to pay the insurance
premium in full, without prejudice criminal action.
But
if the insurer has been subject appraised by experts chosen by the
parties, the insurer can not contest, except in cases of fraud, the
value of those attributed to it.
Article 535.If
the policy contains no express or implied designation of the amount
insured, it is understood that the insurer undertakes to indemnify the
loss or damage to competition in the value of the insured at the time of
the accident.
There
are express designation not only as expressly refers to the amount
insured, but where the insurer agrees to pay all or part of the value of
the insured under the estimate be made of it at the time of the
incident, or when set to the environmental policy to set the sum
insured.
There
is tacit appointment, provided that the policy contains the valuation
of the insured object, setting the premium, or any other data sufficient
to determine the sum insured.
Article 536.The insurer can take on some or all of the risks it is exposed to the insured.
No insurance is expressly limited to certain risks, the insurer liable for all but the statutory exceptions.
Article 537.In
the absence of stipulation, the risks begin to be borne by the insurer
since the parties sign the policy, unless the law provides otherwise.
The
courts determined in the hypothesis proposed duration of the risks,
taking into consideration the terms of the policy, local customs and
other circumstances.
Article 538.The
insured can not change by itself rather than risk or any other of the
circumstances that have been taken into account to estimate it.
The
variation performed without consent of the insurer authorizes the
termination of the contract if, in the opinion of the competent court,
stretch out or be heavy risks.
Article 539.The
incident occurred presumably by accident, but the insurer can prove to
have been caused by an accident is not responsible for its consequences,
according to the convention or law.
Article 540.The
clause in which the insurer agrees to go through the insured's estimate
of the damage done, has no other effect than to impose the obligation
of the first test.
Article 541.The insurance premium contracted without stipulation is void and of no value.
Article 542.The insurer earns bonus irrevocably from the moment that the risks begin to run on their own.
Article 543.The
premium may consist of a sum of money, or the provision of a thing or a
fact made even money, and paid all at once or partially for months or
years.
In
the absence of stipulation, the premium is payable in cash, and
consisting of a percentage or a lump sum, shall be payable from the
insurer begins to take the risks.
The premium set forth in periodic installments will be paid at the beginning of each period.
Article 544.Failure
to pay the premium to the deadline conventional or legal, authorizing
the insurer to demand delivery of it or termination of insurance
compensation for damages.
Demand for raw leaves subsisting insurance.
Instituted
the action for rescission, the risks cease to be borne by the insurer
and the insured may not claim compensation from a subsequent claim, even
offering to pay the premium.
Article 545.The
insurer must give exercise the rights under the previous item within a
period of three days from the deadline, and not doing it, insurance in
force shall be deemed for all purposes, and the insurer may proceed to
delivery premium.
Section 546.A
period of grace granted for payment of premiums, insurers are obliged
to repair the loss occurs before maturity, but if it should occur after,
not be obliged to repair it but in the event that any premium paid
within the indicated time.
Not being paid, the insurers may use the law gives them the first paragraph of Article 544.
Article 547.Expiring
insurance taken out by months or years, the insured should not be any
money for months or years that have not begun to run, or you can repeat
any portion of the premium has been paid by the month or year that has
not run .
Article 548.The
deduction of premiums for months or years to come extinguish the
division monthly or annual payment, in which case it is presumed that
the parties have replaced the original insurance insurance only for a
single premium and a number of years.
Article 549.Adjusted
insurance between the insurer and the insured or his agent shall
deliver to the first second the policy signed within twenty-four hours,
counting from the date of adjustment.
If
the insurance is held by the intermediate rider, the policy must be
signed and delivered to the parties within four days from the conclusion
of the contract.
Failure
to comply with provisions of the two preceding paragraphs gives the
insured the right to claim damages from the insurer or broker you.
Article 550.The
insurance contracts in particular the obligation to pay the insured the
sum insured or any part thereof, provided that the insured object
totally or partially lost, or suffer as a result of a fortuitous event
which has taken over.
The insurer's liability in any case exceed the amount insured.
Article 551.If
the accident occurred before and continued after the expiration of the
term insurance consumare loss or damage to the insured, insurers respond
the full value of the loss.
But
if it occurred before and will continue after HAVE begun to risks borne
by insurers, they will not be responsible for the loss.
Article 552.The
insurer is not obligated to indemnify the loss or damage from inherent
vice of the thing, a personal event of the insured or a vicarious
liability civil law affecting it.
However,
the insurer may take upon themselves, by virtue of an express
agreement, risks arising from inherent vice of the thing, but it is
forbidden to become responsible for personal acts of the insured.
Vice
is understood by itself the germ of destruction or damage to carry
things in itself by nature or destination, although they assume the most
perfect of its kind quality.
Article 553.Because
the payment of the claim, the insurer is subrogated to the insured's
rights and actions he has against third parties by reason of the
accident.
If
no compensation is total, the insured shall retain its rights to charge
those responsible for the damages has not indemnified by the insurer.
The
insured is responsible to the insurer for all acts or omissions that
may harm the performance of the shares transferred by subrogation.
Article 554.The
mere fact of paying the claim, which ensures the solvency of the
insurer is subrogated to the insured thing all the rights that it
confers the first insurance.
Article 555.The
thing that is the subject of insurance is subrogated for the amount
insured for this effect of exercise on the privileges and mortgages on
it.
Article 556.The insured is obliged:
1. ° A sincerely declare all circumstances necessary to identify the insured and appreciate the extent of risks;
2. ° A premium payment in the manner and time agreed upon;
3. ° To use all the care and zeal of a diligent parent to prevent the accident;
4. ° to take all necessary steps to save or recover the insured, or to preserve his remains;
5.
° to notify the insurer within three days of receipt of the notice, the
advent of any accident involving their responsibility in the
notification by a clear statement of the causes and circumstances of the
accident;
6. ° to declare the time required to pay an insurance claim you have made or sent to the secured object;
7. ° To prove the coexistence of all the circumstances necessary to establish the liability of the insurer.
It is responsible for all charges made by the insured to comply with the obligations laid down in points 3. And 4. °.
Article 557.The insurance is terminated:
1.
° For the false or misleading statements or the insured's reticence
about those circumstances known to the insurer may withdraw from the
contract or to produce any substantial change in their conditions;
2. ° for breach of its obligations;
3. ° Lacking absolute or risk extinction.
If the absence or extinction risk is partial, the insurance is terminated in part.
Article 558.Pronounced
the nullity or termination of insurance fraud or fraud of the insured,
the insurer may demand payment of the bonus or withhold, without
prejudice to the criminal action, but has not run any risk.
Article 559.Declared
the bankruptcy of the insurer outstanding risks, the insured may
request termination of insurance or require the entrenched competition
compliance with the obligations of the bankrupt.
Has the same option the insurer if the insured should occur before the bankruptcy of the premium paid.
If
the bankrupt or the bankruptcy administrator accords no bail within
three days of notification of the lawsuit, the insurance shall
terminate.
Article 560.The
mutual insurance stock companies are subject to the rules contained in
this paragraph in all matters relating to the fixing of rights and
obligations of the company and shareholders in cases of disaster.
§ 3. Special provisions for land insurance
Article 561.Land are mutual insurance or premium.
The
participating mutual insurance while the insurance contract and that of
society, and although by their nature are civil contracts, subject to
commercial law as prescribed in Article 2064 of the Civil Code.
Article 562.Insurance premium land ordinarily have intended to ensure:
1. ° The life span of one or more persons;
2. ° The risk of fire;
3. ° harvest risks pending or completed;
4. ° The risks of transport by land, lakes, rivers and waterways.
Article 563.The abandonment of goods insured is not admissible in insurance land, except in case of agreement of the parties.
Nor is it permissible termination by the mere will of the insured, even paying compensation.
Article 564.If
termination was caused by a fortuitous event or force majeure, the
insurer is not entitled to claim compensation, unless otherwise stated.
But if it were a fact innocent of the insured, the insurer may seek compensation for damages according to general principles.
The provisions of this article and the above do not apply to certain land transport.
Article 565.The
compensation the insurer agrees rule, within the limits of convention,
based on the value that the object has secured the time of the accident.
Article 566.In
the case referred to in number 4. Of article 522, the insurance will
not celebrated, but the insurer and insured have proceeded in ignorance
of the loss or salvation of the insured object.
But
if any of them have acted with knowledge of the loss or salvation of
the thing, competently be liable to indemnify the other, without
prejudice to the penalty imposed on him by law.
Knowing both sides of the event that put an end to the risks, the insurance will be for all purposes as a mere wager.
Article 567.Nothing
in the final paragraph of Article 556 applies to land insurance, except
transport, even if the costs exceed the salvage value of the salvage.
Article 568.The shares resulting from the land safe, except for transportation, prescribed by the lapse of four years.
If
the premium is payable regardless of quotas fixed and regular times,
the action to collect each fee prescribed in four years from the time it
is required.
§ 4. Life Insurance
Article 569.The life of a person can be assured by himself or by a third party who has an interest in current and effective conservation.
In the second case the insured is the third of which gives the insurance benefit and shall pay the premium.
Article 570.The insurance held by a third party may be without notice and consent of the person whose life is insured.
Article 571.Insurance can be temporary or for life.
Missed the appointment time that should last the life insurance is deemed.
Article 572.The
risk that the insurer takes upon himself may be the death of the
insured within a certain time or under certain circumstances
contemplated by the parties, or of prolonging life beyond the time fixed
by the convention.
Article 573.In
addition to the pronouncements contained in Article 516, the policy
should state the age, occupation and health status of the person whose
life is assured.
Article 574.Insurance is void if at the time of the contract there is no person whose life is insured, even when the parties ignore death.
Article 575.Life insurance is terminated:
1.
° If you have done to save his life shall lose condemnation by suicide
or capital, or if the lose a duel or in another criminal enterprise, or
if he is killed by his heirs.
This provision is inapplicable to the case of insurance purchased by a third party.
2. ° If the amount claimed by the insured is author or accomplice of the death of the person whose life has been secured.
Article 576.The
mere absence and disappearance of the person whose life is insured, not
the insured amount becomes due, unless otherwise specified
stakeholders.
But
if the presumptive heirs of the deceased has obtained the final
possession, may require payment of the amount insured under caution to
restore it if it appear absent.
Article 577.The fixing of the amount insured and all accident conditions of the contract are left to the parties.
Article 578.These
provisions shall not apply to the tontine, mutual insurance life, or
other contracts that require the contribution of a fixed amount.
§ 5. Fire insurance
Article 579.Outside the statements required by Article 516, the policy must state:
1. ° The status of the property insured and the specific designation of their boundaries;
2. ° The destination and use of the property insured;
3. ° The destination and use of adjacent buildings, as these circumstances may influence the risk estimates;
4. ° The places that are placed or stored furniture object of the insurance;
5. ° The duration of insurance.
Article 580.Building
insurance does not cover the risk to the owner to compensate the damage
caused to the residents of the building fire insurance.
Article 581.The
insured against the risk of neighbor or the risks locative can not
claim the compensation agreed, while not display a final sentence in
which he has been held responsible for the communication of fire in the
first case, the fire at the building secured in the second.
Article 582.Are borne by the insurer:
1.:
All the losses and damages caused by the direct action of fire, but
this accident comes from mild to very slight fault of the insured, or
made outside of which it would otherwise be liable;
2.
° The losses and damages that are an immediate consequence of fire,
such as caused by heat, smoke or steam, the means to extinguish or
contain the fire, the furniture removal and demolition order executed
under competent authority.
Article 583.Insurer's
liability ceases if the building insured after the contract was
destined to a use which increases the risk of fire, so that there is
room to assume that the insurer would not have insured, or would have
insured under various conditions.
The
same rule applies to insurance of movable property, since the insured
remove them from where they were held while the insurance and put in
another.
Article 584.Cesa
also the responsibility of the insurer, when the fire comes from the
insured to have violated the laws or police regulations that aim to
prevent such an accident.
Article 585.If
the amount insured consist in a fee, it is understood that this refers
to the value that has the subject-matter insured at the time of the
accident.
Article 586.Unless
otherwise agreed, the terms real or household furniture, not otherwise
specified, will be taken in the sense that given the Article 574 of the
Civil Code.
§ 6. Insurance against the risks they are exposed to products agriculture
Article 587.Regardless of the statements in section 516, the policy must state:
1. ° The situation, place and boundaries of land, vineyards, meadows or artificial trees whose products are insured;
2. ° The type of crops or plantations intended to land, and if done or made;
3. ° The location of the deposit, if the insurance is already included fruits;
4. ° The average value of the benefits secured.
Article 588.The insurance may be hired by one or more years.
No time to be determined in the policy, means that insurance should only last year the corresponding rural insured crop.
Article 589.The
insurer is liable for the loss or damage to the fruit, but not of the
vines, trees, crops or plantations, are to produce a given amount.
Article 590.In case of loss the insurer will pay liquidated damages as prescribed in Article 565.
Expert
in the regulation of the loss is taken into account to calculate and
determine the compensation, if the time served the disaster has occurred
or not it is possible to make a second sowing or planting, or if the
state of the fruits can be expected any crop.
§ 7. Land transport safety
Article 591.In addition to the pronouncements set forth in Article 516, the insurance policy must contain:
1. ° The name and address of the driver;
2. ° The indication of the point where the effects are to be received for loading and the place where delivery is to be made;
3. ° The trip which they say, and the route to be followed by porters;
4. ° The way to be made transport.
Article 592.The driver of effects on land, lakes, rivers and waterways can secure on their own.
The policy, in this case, be extended under the provisions of the preceding article.
Article 593.The risks begin to run and concluded the insurer at such times as designated in Article 200.
Article 594.If
the effects are designated to be carried in turn by land or water, the
insurer is not liable for damages suffered, provided that driving
without the need is verified by way of an unusual or unaccustomed way.
Article 595.Determined
in the consignment note and the insurance duration of the voyage, the
insurer is not liable for damages which they occur after the time
appointed.
Article 596.If
in the course of the trip agreed the effects were downloaded, stored
and re-loaded on the backs of other animals, or other carts or other
vehicles or vessels, the risks continue to account of the insurer.
Except
in the case has been expressly stipulated that the carriage is
performed on a particular ship, but even then the insurer liable for the
risks of transfer executed to float the ship.
Article 597.The
insurer is liable for damage caused by the fault or misconduct of those
responsible for the receipt, carriage or delivery of the goods insured.
Article 598.Happening except some damage insurance, the insurer will charge justified.
Article 599.Insurance
terminated in whole or in part without the fault of the insured, the
insurer will pay compensation by way of a half percent of insured value.
Article 600.The
insured can relinquish the effects damaged in favor of the insurer
within one month from the day that hath news of the accident.
Not verified within the specified time, you can not do it later.
Article 601.In cases not covered by this paragraph shall apply the provisions contained in the title of marine insurance.
Title IX
CONTRACT CURRENT ACCOUNT
Article 602.The
current account is a commutative bilateral contract by which a party
refers to another or receives from her property amounts of money or
other valuables without the application of a particular job or
obligation of having to order a quantity or value equivalent, but by
credit the sender for remittance, payable at the times agreed to
compensate them at once to concurrence of debit and credit and pay the
balance.
Article 603.Accounts
that do not meet all the conditions set forth in the preceding article
are simple or management accounts and are not subject to the provisions
of this Title.
Article 604.All
dealings between merchants domiciled or not in one place or between a
merchant and one not, and all communicable property values may be the
subject of the current account.
Article 605.Before the conclusion of the current account none of the parties is considered as a creditor or debtor.
Article 606.It is the nature of the current account:
1. ° That the credit granted by commercial paper remittances carry the condition that they be paid at maturity.
2. ° That all debit and credit values produce legal interests or the parties have stipulated.
3.
° That more interest current account, the contractors are entitled to a
commission on all remittances amount claimed on the realization of
which the execution of acts of real management.
The rate of commission shall be fixed by agreement of the parties or by usage.
4.
° That the final balance is payable from the time of acceptance, unless
they were carried to the credit of the party who has obtained any
amounts that equal or exceed the balance, or that the parties have
agreed to pass a new account.
Article 607.Admission
current account above values due from one party to another in any
capacity whatsoever, innovation occurs, unless the creditor or debtor to
give consent, make a formal reservation of rights.
In the absence of an express reservation, the admission of a current account is presumed to be made pure and simple.
Article 608.The
values sent and received on current account are attributable to the
partial payment of the items it includes, or is payable during the
course of the account.
Article 609.The
amounts or values pertaining to a particular job, or to be taken to
the order of the sender, are foreign to the current account, and as such
are not susceptible to purely commercial compensation provided for in
Articles 602 and 613.
Article 610.The
values were seized or detained brought the current account are only
effective over the balance resulting from the demise of the account in
favor of the debtor against whom were directed.
Article 611.The current account is concluded by the advent of the time fixed by the convention or before it by the consent of the parties.
It
also concludes by natural death or civil interdiction, insanity,
bankruptcy or other legal event that deprives one of the contractors of
the free disposal of their property.
Article 612.The
conclusion of the current account is final when it should not be
followed by any business operation, and partial in the opposite case.
Article 613.The
final conclusion of the current account status invariably sets the
legal relations of parties, produces its own right, regardless of the
demise of the bill, the full compensation amount of debit and credit to
the amount determined by the individual concurrent creditor and debtor.
Section 614.The partial or final balance will be considered a productive capital interests.
Article 615.The balance can be guaranteed with mortgages in the act of the contract.
Article 616.If the delayed payment debtor, the creditor may turn against him for the remaining balance of the account.
Article 617.The
parties may capitalize interest that do not fall in periods of six
months, determine the time of the partial balances, the interest rate
and the commission and agree all other ancillary provisions which are
not prohibited by law.
Article 618.The existence of the current account contract can be established by any evidence to support this Code, unless the witnesses.
Article 619.Action
to seek the settlement of the account, the payment of the balance or
out of court recognized, or the rectification of the account by
calculation errors, omissions, or unduly strange items brought to the
debit or credit, or duplication of items prescribed in within four
years.
In the same time prescribe the interest on the balance being payable annually or at shorter periods.
Title X
CONTRACT CHANGE
Article 620.The
contract rate is a convention by which one party agrees, by value
promised or delivered, to pay or to pay the other party or its legal
assignee certain amount of money in a place other than that in which
celebrates the convention.
Article 621.The
exchange contract is perfected by the mere consent of the parties
regarding the amount to be paid, the price of it, the place and time of
payment and can be proven by any means supported by this Code.
Article 622.People
can be bound to conclude the contract can change on their own or by a
third party that has been specially authorized to that effect.
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