Spanish Commercial Code - Title VI BUSINESS MANDATE § 1. Definitions and classifications

CODE OF COMMERCE OF SPAIN

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, navigable rivers or canals

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.