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Related articles:PRC Civil Code: Chapter 14-Lease Contracts
RPC Civil CodeChapter 20-Technology Contracts (P1)
PRC Civil Code: Chapter 20-Technology Contracts (P2)Article 595    A sales contract is a contract whereby the seller transfers the ownership of a subject matter to the purchaser, and the purchaser pays the price for it.   Article 596 The contents of a sales contract generally include terms such as the name, quantity, quality and price of the subject matter, time limit for performance, place and method of performance, packaging method, inspection standards and method, settlement method, and the language used in the contract and the effectiveness thereof.   Article 597    Where the ownership of the subject matter cannot be transferred due to the seller's failure to obtain the right of disposal, the purchaser may rescind the contract and request the seller to bear the liability for breach of contract.Where the transfer of a subject matter is prohibited or restricted by laws or administrative regulations, such provisions shall apply.   
Article 598    The seller shall perform its obligation to deliver the subject matter to the purchaser or to deliver a document entitling the purchaser to taking delivery of the subject matter, and to assign ownership of the subject matter.   Article 599    In addition to the document for taking delivery of the subject matter, the seller shall deliver to the purchaser the relevant documents and materials as agreed or under transaction practices.   
Article 600    With respect to the sale of a subject matter with intellectual property rights, except where laws provide otherwise or the parties agree otherwise, the intellectual property rights in respect of such subject matter do not belong to the purchaser.   Article 601    The seller shall deliver the subject matter at the agreed time. Where a period of time for delivery is agreed upon, the seller may deliver at any time within the said time period.   Article 602    Where the parties have not agreed, or have not come to a clear agreement, on a deadline for the delivery of the subject matter, the provisions of Article 510 and Item (IV) of Article 511 hereof shall apply.   
Article 603    The seller shall deliver the subject matter at the agreed place of delivery.Where there is no agreement in the contract between the parties on the place to deliver the subject matter or such agreement is unclear, nor can it be determined in accordance with the provisions of Article 510 hereof, the following provisions shall apply:(I)If the subject matter needs to be transported, the seller shall deliver the subject matter to the first carrier so as to hand it over to the purchaser;(II) The subject matter does not need to be transported, and the seller and purchaser know the place of the subject matter when concluding the contract, the seller shall deliver the subject matter at such place; where the place is unknown, the subject matter shall be delivered at the seller's place of business at the time of conclusion of the contract.   Article 604    The risk of the subject matter being damaged or lost shall be borne by the seller prior to the delivery of the subject matter, and by the purchaser after the delivery of the subject matter, except where laws provide otherwise or the parties agree otherwise.   Article 605    Where, for reasons attributable to the purchaser, the subject matter is not delivered at the agreed time, the purchaser shall, as from the time it breaches the contract, bear the risk of damage to or loss of the subject matter.   Article 606    Where the seller sells a subject matter that is delivered to a carrier for carriage and is in transit, unless otherwise agreed upon by the parties, the risk of damage to or loss of the subject matter shall be borne by the purchaser at the time when the contract is established.   Article 607    After the seller transports the subject matter to the place designated by the purchaser and delivers the subject matter to the carrier under the contract, the risk of damage to or loss of the subject matter shall be borne by the purchaser.Where there is no agreement in the contract between the parties as to the place of delivery or such agreement is not clear, and the subject matter needs to be transported according to the provisions of Item 1 of Paragraph 2 of Article 603 hereof, the risk of damage to or loss of the subject matter shall be borne by the purchaser after the seller has delivered the subject matter to the first carrier.   Article 608    Where the seller has placed the subject matter at the place of delivery under the agreement or in accordance with the provisions of Item 2 of Paragraph 2 of Article 603 hereof, while the purchaser fails to take delivery in breach of the agreement, the risk of damage to or loss of the subject matter shall be borne by the purchaser as of the time of breach of the agreement.   
Article 609    The failure of the seller to deliver the documents and materials relating to the subject matter as agreed upon shall not affect the transfer of the risk of damage to or loss of the subject matter.   Article 610    Where the subject matter does not meet quality requirements, and as a result it is impossible to realize the purposes of the contract, the purchaser may refuse to accept the subject matter or may rescind the contract. Where the purchaser refuses to accept the subject matter or rescinds the contract, the risk of damage to or loss of the subject matter shall be borne by the seller.   Article 611    Where the risk of damage to or loss of the subject matter is borne by the purchaser, the purchaser's right to demand the seller to bear liability for breach of contract because the seller's performance of its obligations is not in conformity with the agreement shall not be affected.   Article 612    Unless otherwise provided for by law, the seller is obliged to warrant that no third party shall have any right in respect of the delivered subject matter.   Article 613    Where the purchaser knows or ought to know, at the time of concluding the contract, that a third party has rights on the subject matter to be sold, the seller does not assume the obligation prescribed in the preceding article.   Article 614    Where the purchaser has conclusive evidence to prove that a third party has the rights on the subject matter, it may suspend the payment of the corresponding price, unless the seller provides a proper guaranty.   
Article 615    The seller shall deliver the subject matter of the contract according to the agreed quality requirements. Where the seller provides the quality specifications for the subject matter, the subject matter delivered shall comply with the quality requirements set forth therein.   Article 616    Where there is no agreement between the parties to the contract on the quality requirements of the subject matter or such agreement is unclear, nor can it be determined in accordance with the provisions of Article 510 hereof, the provisions of Item 1 of Article 511 hereof shall apply.   Article 617    Where the subject matter delivered by the seller does not meet quality requirements, the purchaser may claim that the seller shall assume liability for breach of contract in accordance with the provisions of Articles 582 to 584 hereof.
   Article 618    Where the parties agree to relieve or exempt the liability of the seller for the defects of the subject matter, and the seller fails to inform the purchaser of the defects of the subject matter intentionally or due to gross negligence, the seller shall have no right to claim for relief or exemption of its liability.   Article 619    The seller shall use the agreed method of packaging when delivering the subject matter of the contract. Where there is no agreement in the contract on packaging manner or such agreement is unclear, nor can it be determined in accordance with the provisions of Article 510 hereof, the subject matter shall be packed in a general manner; in the absence of a general manner, a packaging manner sufficient to protect the subject matter and conducive to resource conservation and ecological environment protection shall be adopted.   Article 620    When the purchaser receives the subject matter, it shall inspect the subject matter within the agreed inspection period. Where there is no agreement on the inspection period, the goods shall be inspected promptly.   Article 621    Where the parties have agreed on an inspection period, the purchaser shall, within the said inspection period, notify the seller of any circumstances whereby the quantity or quality of the subject matter is not as agreed. Where the purchaser is negligent in notifying the seller, the quantity or quality of the subject matter is deemed to be in compliance with the contract.Where the parties have no agreement on an inspection period, the purchaser shall notify the seller within a reasonable period, commencing on the date when the purchaser discovered or should have discovered the quantity or quality non-compliance. Where the purchaser fails to notify within a reasonable period or fails to notify within two (2) years from the date of receipt of the subject matter, the quantity or quality of the subject matter shall be deemed to be in compliance with the parties' agreement. However, if the subject matter has a quality guarantee period, the said quality guarantee period shall apply, and the said two-year provision shall not apply.Where the seller knows or ought to know that the subject matter provided does not conform to the terms of the contract, the purchaser is not subject to the time limits for notification prescribed in the preceding two paragraphs.   Article 622    Where the inspection period agreed upon by the parties is too short, and it is difficult for the purchaser to complete the inspection within the inspection period due to the nature of the subject matter and transaction practice, the period shall be deemed only as the period for the purchaser to raise objection to the appearance defects of the subject matter.Where the agreed inspection period or quality guarantee period is shorter than the period stipulated in the laws and administrative regulations, the period stipulated in the laws and administrative regulations shall prevail.   Article 623    Where the parties do not agree on an inspection period, and the delivery note, confirmation slip, etc. signed by the purchaser states the quantity, model number, specifications of the subject matter, the purchaser shall be deemed to have inspected the quantity and checked whether there is any visible defect, unless there is adequate evidence to subvert.   Article 624    Where the seller delivers the subject matter to a third party as instructed by the purchaser, and the inspection standards agreed by the seller and the purchaser are inconsistent with those agreed by the purchaser and the third party, the inspection standards agreed by the seller and the purchaser shall prevail.   Article 625    Where, in accordance with the provisions of laws and administrative regulations or the agreement between the parties, the subject matter shall be recycled after the expiration of its valid service life, the seller shall be obligated to recycle the subject matter by itself or by entrusting a third party.   Article 626    The purchaser shall pay the price in the agreed amount and according to the agreed method of payment. Where there has been no agreement, or no clear agreement, the provisions of Article 510 and Items II and V of Article 511 hereof shall apply to the amount of the price and the method of payment.   Article 627    The purchaser shall pay the purchase price at the agreed place. If there is no agreement in the contract on the place of payment or such agreement is unclear, nor can it be determined in accordance with the provisions of Article 510 hereof, the purchaser shall make payment at the seller's business place. However, if it is agreed that the delivery of the subject matter or the document for taking delivery thereof is conditional upon the payment of the price, the payment shall be made at the place where the subject matter or the document for taking delivery thereof is delivered.   
Article 628    The purchaser shall pay the purchase price at the agreed time. Where the time for payment is not agreed or the agreement is not clear, nor can it be determined in accordance with Article 510 hereof, the purchaser shall make payment at the same time it receives the subject matter or the document for taking delivery thereof.   
Article 629    Where the seller delivers the subject matter in a quantity greater than that agreed in the contract, the purchaser may accept or refuse to accept the excess quantity. Where the purchaser accepts the excess quantity, it shall pay for the excess quantity at the agreed price; where the purchaser refuses to accept the excess quantity, it shall promptly notify the seller.   
Article 630    The fruits of the subject matter belong to the seller if accrued before delivery, and to the purchaser if accrued after delivery. However, if the parties have agreed otherwise, such agreement shall prevail.   
Article 631    Where a contract is rescinded due to non-compliance of any principal component of the subject matter, the effect of rescission extends to the ancillary components. Where a contract is rescinded due to non-compliance of any ancillary component of the subject matter, the effect of rescission does not extend to the principal component.   
Article 632    Where the subject matter of a contract is made up of a number of items, and one of the said items does not conform to the parties' agreement, the purchaser may terminate the portion of the contract in respect of the said item. However, if the separation of the said item from other objects significantly impairs the value of the subject matter, the purchaser may rescind the contract in respect of several items.   Article 633    In the event that the seller delivers the subject matter in installments, if the seller fails to deliver one installment of the subject matter or the delivery fails to satisfy the terms of the contract so that the said installment cannot realize the contract purpose, the purchaser may terminate the portion of the contract in respect thereof.If the seller fails to deliver one installment of the subject matter or the delivery fails to satisfy the terms of the contract so that the delivery of subsequent installments of the subject matter cannot realize the contract purpose, the purchaser may terminate the portion of the contract in respect of such installment as well as any subsequent installment.If the purchaser terminates the portion of the contract in respect of one batch of the subject matter and the said batch of the subject matter and the other batches of the subject matter are interdependent, the purchaser may rescind the contract in respect of batches of the subject matter delivered and undelivered.   Article 634    Where the purchaser making payment by installments fails to pay the price due and the amount unpaid accounts for one fifth of the total price, and still fails to pay the price due within a reasonable time limit after being urged, the seller may request the purchaser to pay the total price or rescind the contract.Where the seller rescinds the contract, it may require the purchaser to pay a fee for the use of such subject matter.   Article 635    In a sale by sample, the parties shall place the sample under seal, and may specify the quality of the sample. The subject matter delivered by the seller shall comply with the samples as well as the quality specifications.   Article 636    In a sale by sample, if the purchaser is not aware of a latent defect in the sample, the subject matter delivered by the seller shall nevertheless comply with the normal quality standard for a like item, even though the subject matter delivered complies with the sample.   Article 637    The parties to a sales transaction by trial use may agree on a trial period for the use of the subject matter. Where such period is not agreed or the agreement is not clear, nor can it be determined in accordance with Article 510 hereof, it shall be determined by the seller.   Article 638    A purchaser who purchases items on a trial basis may either purchase the subject matter or refuse to purchase the subject matter during the trial period, as appropriate. Upon expiration of the trial period, if the purchaser fails to express whether or not to purchase the subject matter, it shall be deemed to have purchased the subject matter.Where the purchaser in a sale by trial use has made partial payment within the trial period or has sold or leased the subject matter or established security interest over the subject matter, the purchaser shall be deemed to have agreed to purchase the subject matter.   Article 639    In a sale by trial use, if the parties have not agreed, or have not come to a clear agreement, on a fee for the use of the subject matter, the seller shall have no right to demand payment by the purchaser.   Article 640    The risk of damage to or loss of the subject matter during the trial use period shall be borne by the seller.   Article 641    The parties may agree in a sales contract that the ownership of the subject matter shall belong to the seller if the purchaser fails to pay the price or perform other obligations.Where the seller retains ownership of the subject matter of the contract without registration, the subject matter may not be used against any bona fide third party.   Article 642    In the event that the parties agree that the seller shall retain the ownership of the subject matter of the contract, if the purchaser is under any of the following circumstances before the ownership of the subject matter is assigned, causing damage to the seller, the seller shall have the right to take back the subject matter, unless otherwise agreed by the parties:(I)Fails to make payment as agreed and still fails to make payment within a reasonable period after being urged to do so;(II) The specified conditions are not fulfilled as agreed; or(III) Selling, pledging or otherwise disposing of the subject matter improperly.The seller may negotiate with the purchaser to take back the subject matter; where negotiation is unsuccessful, reference may be made to the procedures for realization of security interests.   Article 643    After the seller takes back the subject matter in accordance with the provisions of Paragraph 1 of the preceding Article, the purchaser may request to redeem the subject matter if the reasons for the seller's taking back the subject matter are eliminated within the reasonable redemption period agreed by both parties or specified by the seller.Where the purchaser does not redeem the subject matter within the redemption period, the seller may sell the subject matter to a third party at a reasonable price; where there is a balance after deducting the amount unpaid by the purchaser and the requisite expenses from the sale proceeds, the balance shall be refunded to the purchaser; the purchaser shall pay any shortfall.   Article 644    In a sale by bidding, matters such as the rights and obligations of the parties and the bidding procedure, etc. are governed by the relevant laws and administrative regulations.   Article 645    The rights and obligations of the parties to an auction and the procedures therefor shall be governed by the provisions of the relevant laws and administrative regulations.   Article 646    If there are provisions in the law for other non-gratuitous contracts, such provisions shall apply; in the absence of such provisions, the relevant provisions on sales contracts shall apply mutatis mutandis.   Article 647    Where the parties agree on a barter transaction involving assignment of title to the subject matter, the relevant provisions on sales contracts shall apply mutatis mutandis.   Tap "Read More" to visit our website \n

PRC Civil Code: Chapter 9-Sales Contracts

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Related articles:PRC Civil Code: Chapter 14-Lease Contracts
RPC Civil CodeChapter 20-Technology Contracts (P1)
PRC Civil Code: Chapter 20-Technology Contracts (P2)Article 595    A sales contract is a contract whereby the seller transfers the ownership of a subject matter to the purchaser, and the purchaser pays the price for it.   Article 596 The contents of a sales contract generally include terms such as the name, quantity, quality and price of the subject matter, time limit for performance, place and method of performance, packaging method, inspection standards and method, settlement method, and the language used in the contract and the effectiveness thereof.   Article 597    Where the ownership of the subject matter cannot be transferred due to the seller's failure to obtain the right of disposal, the purchaser may rescind the contract and request the seller to bear the liability for breach of contract.Where the transfer of a subject matter is prohibited or restricted by laws or administrative regulations, such provisions shall apply.   
Article 598    The seller shall perform its obligation to deliver the subject matter to the purchaser or to deliver a document entitling the purchaser to taking delivery of the subject matter, and to assign ownership of the subject matter.   Article 599    In addition to the document for taking delivery of the subject matter, the seller shall deliver to the purchaser the relevant documents and materials as agreed or under transaction practices.   
Article 600    With respect to the sale of a subject matter with intellectual property rights, except where laws provide otherwise or the parties agree otherwise, the intellectual property rights in respect of such subject matter do not belong to the purchaser.   Article 601    The seller shall deliver the subject matter at the agreed time. Where a period of time for delivery is agreed upon, the seller may deliver at any time within the said time period.   Article 602    Where the parties have not agreed, or have not come to a clear agreement, on a deadline for the delivery of the subject matter, the provisions of Article 510 and Item (IV) of Article 511 hereof shall apply.   
Article 603    The seller shall deliver the subject matter at the agreed place of delivery.Where there is no agreement in the contract between the parties on the place to deliver the subject matter or such agreement is unclear, nor can it be determined in accordance with the provisions of Article 510 hereof, the following provisions shall apply:(I)If the subject matter needs to be transported, the seller shall deliver the subject matter to the first carrier so as to hand it over to the purchaser;(II) The subject matter does not need to be transported, and the seller and purchaser know the place of the subject matter when concluding the contract, the seller shall deliver the subject matter at such place; where the place is unknown, the subject matter shall be delivered at the seller's place of business at the time of conclusion of the contract.   Article 604    The risk of the subject matter being damaged or lost shall be borne by the seller prior to the delivery of the subject matter, and by the purchaser after the delivery of the subject matter, except where laws provide otherwise or the parties agree otherwise.   Article 605    Where, for reasons attributable to the purchaser, the subject matter is not delivered at the agreed time, the purchaser shall, as from the time it breaches the contract, bear the risk of damage to or loss of the subject matter.   Article 606    Where the seller sells a subject matter that is delivered to a carrier for carriage and is in transit, unless otherwise agreed upon by the parties, the risk of damage to or loss of the subject matter shall be borne by the purchaser at the time when the contract is established.   Article 607    After the seller transports the subject matter to the place designated by the purchaser and delivers the subject matter to the carrier under the contract, the risk of damage to or loss of the subject matter shall be borne by the purchaser.Where there is no agreement in the contract between the parties as to the place of delivery or such agreement is not clear, and the subject matter needs to be transported according to the provisions of Item 1 of Paragraph 2 of Article 603 hereof, the risk of damage to or loss of the subject matter shall be borne by the purchaser after the seller has delivered the subject matter to the first carrier.   Article 608    Where the seller has placed the subject matter at the place of delivery under the agreement or in accordance with the provisions of Item 2 of Paragraph 2 of Article 603 hereof, while the purchaser fails to take delivery in breach of the agreement, the risk of damage to or loss of the subject matter shall be borne by the purchaser as of the time of breach of the agreement.   
Article 609    The failure of the seller to deliver the documents and materials relating to the subject matter as agreed upon shall not affect the transfer of the risk of damage to or loss of the subject matter.   Article 610    Where the subject matter does not meet quality requirements, and as a result it is impossible to realize the purposes of the contract, the purchaser may refuse to accept the subject matter or may rescind the contract. Where the purchaser refuses to accept the subject matter or rescinds the contract, the risk of damage to or loss of the subject matter shall be borne by the seller.   Article 611    Where the risk of damage to or loss of the subject matter is borne by the purchaser, the purchaser's right to demand the seller to bear liability for breach of contract because the seller's performance of its obligations is not in conformity with the agreement shall not be affected.   Article 612    Unless otherwise provided for by law, the seller is obliged to warrant that no third party shall have any right in respect of the delivered subject matter.   Article 613    Where the purchaser knows or ought to know, at the time of concluding the contract, that a third party has rights on the subject matter to be sold, the seller does not assume the obligation prescribed in the preceding article.   Article 614    Where the purchaser has conclusive evidence to prove that a third party has the rights on the subject matter, it may suspend the payment of the corresponding price, unless the seller provides a proper guaranty.   
Article 615    The seller shall deliver the subject matter of the contract according to the agreed quality requirements. Where the seller provides the quality specifications for the subject matter, the subject matter delivered shall comply with the quality requirements set forth therein.   Article 616    Where there is no agreement between the parties to the contract on the quality requirements of the subject matter or such agreement is unclear, nor can it be determined in accordance with the provisions of Article 510 hereof, the provisions of Item 1 of Article 511 hereof shall apply.   Article 617    Where the subject matter delivered by the seller does not meet quality requirements, the purchaser may claim that the seller shall assume liability for breach of contract in accordance with the provisions of Articles 582 to 584 hereof.
   Article 618    Where the parties agree to relieve or exempt the liability of the seller for the defects of the subject matter, and the seller fails to inform the purchaser of the defects of the subject matter intentionally or due to gross negligence, the seller shall have no right to claim for relief or exemption of its liability.   Article 619    The seller shall use the agreed method of packaging when delivering the subject matter of the contract. Where there is no agreement in the contract on packaging manner or such agreement is unclear, nor can it be determined in accordance with the provisions of Article 510 hereof, the subject matter shall be packed in a general manner; in the absence of a general manner, a packaging manner sufficient to protect the subject matter and conducive to resource conservation and ecological environment protection shall be adopted.   Article 620    When the purchaser receives the subject matter, it shall inspect the subject matter within the agreed inspection period. Where there is no agreement on the inspection period, the goods shall be inspected promptly.   Article 621    Where the parties have agreed on an inspection period, the purchaser shall, within the said inspection period, notify the seller of any circumstances whereby the quantity or quality of the subject matter is not as agreed. Where the purchaser is negligent in notifying the seller, the quantity or quality of the subject matter is deemed to be in compliance with the contract.Where the parties have no agreement on an inspection period, the purchaser shall notify the seller within a reasonable period, commencing on the date when the purchaser discovered or should have discovered the quantity or quality non-compliance. Where the purchaser fails to notify within a reasonable period or fails to notify within two (2) years from the date of receipt of the subject matter, the quantity or quality of the subject matter shall be deemed to be in compliance with the parties' agreement. However, if the subject matter has a quality guarantee period, the said quality guarantee period shall apply, and the said two-year provision shall not apply.Where the seller knows or ought to know that the subject matter provided does not conform to the terms of the contract, the purchaser is not subject to the time limits for notification prescribed in the preceding two paragraphs.   Article 622    Where the inspection period agreed upon by the parties is too short, and it is difficult for the purchaser to complete the inspection within the inspection period due to the nature of the subject matter and transaction practice, the period shall be deemed only as the period for the purchaser to raise objection to the appearance defects of the subject matter.Where the agreed inspection period or quality guarantee period is shorter than the period stipulated in the laws and administrative regulations, the period stipulated in the laws and administrative regulations shall prevail.   Article 623    Where the parties do not agree on an inspection period, and the delivery note, confirmation slip, etc. signed by the purchaser states the quantity, model number, specifications of the subject matter, the purchaser shall be deemed to have inspected the quantity and checked whether there is any visible defect, unless there is adequate evidence to subvert.   Article 624    Where the seller delivers the subject matter to a third party as instructed by the purchaser, and the inspection standards agreed by the seller and the purchaser are inconsistent with those agreed by the purchaser and the third party, the inspection standards agreed by the seller and the purchaser shall prevail.   Article 625    Where, in accordance with the provisions of laws and administrative regulations or the agreement between the parties, the subject matter shall be recycled after the expiration of its valid service life, the seller shall be obligated to recycle the subject matter by itself or by entrusting a third party.   Article 626    The purchaser shall pay the price in the agreed amount and according to the agreed method of payment. Where there has been no agreement, or no clear agreement, the provisions of Article 510 and Items II and V of Article 511 hereof shall apply to the amount of the price and the method of payment.   Article 627    The purchaser shall pay the purchase price at the agreed place. If there is no agreement in the contract on the place of payment or such agreement is unclear, nor can it be determined in accordance with the provisions of Article 510 hereof, the purchaser shall make payment at the seller's business place. However, if it is agreed that the delivery of the subject matter or the document for taking delivery thereof is conditional upon the payment of the price, the payment shall be made at the place where the subject matter or the document for taking delivery thereof is delivered.   
Article 628    The purchaser shall pay the purchase price at the agreed time. Where the time for payment is not agreed or the agreement is not clear, nor can it be determined in accordance with Article 510 hereof, the purchaser shall make payment at the same time it receives the subject matter or the document for taking delivery thereof.   
Article 629    Where the seller delivers the subject matter in a quantity greater than that agreed in the contract, the purchaser may accept or refuse to accept the excess quantity. Where the purchaser accepts the excess quantity, it shall pay for the excess quantity at the agreed price; where the purchaser refuses to accept the excess quantity, it shall promptly notify the seller.   
Article 630    The fruits of the subject matter belong to the seller if accrued before delivery, and to the purchaser if accrued after delivery. However, if the parties have agreed otherwise, such agreement shall prevail.   
Article 631    Where a contract is rescinded due to non-compliance of any principal component of the subject matter, the effect of rescission extends to the ancillary components. Where a contract is rescinded due to non-compliance of any ancillary component of the subject matter, the effect of rescission does not extend to the principal component.   
Article 632    Where the subject matter of a contract is made up of a number of items, and one of the said items does not conform to the parties' agreement, the purchaser may terminate the portion of the contract in respect of the said item. However, if the separation of the said item from other objects significantly impairs the value of the subject matter, the purchaser may rescind the contract in respect of several items.   Article 633    In the event that the seller delivers the subject matter in installments, if the seller fails to deliver one installment of the subject matter or the delivery fails to satisfy the terms of the contract so that the said installment cannot realize the contract purpose, the purchaser may terminate the portion of the contract in respect thereof.If the seller fails to deliver one installment of the subject matter or the delivery fails to satisfy the terms of the contract so that the delivery of subsequent installments of the subject matter cannot realize the contract purpose, the purchaser may terminate the portion of the contract in respect of such installment as well as any subsequent installment.If the purchaser terminates the portion of the contract in respect of one batch of the subject matter and the said batch of the subject matter and the other batches of the subject matter are interdependent, the purchaser may rescind the contract in respect of batches of the subject matter delivered and undelivered.   Article 634    Where the purchaser making payment by installments fails to pay the price due and the amount unpaid accounts for one fifth of the total price, and still fails to pay the price due within a reasonable time limit after being urged, the seller may request the purchaser to pay the total price or rescind the contract.Where the seller rescinds the contract, it may require the purchaser to pay a fee for the use of such subject matter.   Article 635    In a sale by sample, the parties shall place the sample under seal, and may specify the quality of the sample. The subject matter delivered by the seller shall comply with the samples as well as the quality specifications.   Article 636    In a sale by sample, if the purchaser is not aware of a latent defect in the sample, the subject matter delivered by the seller shall nevertheless comply with the normal quality standard for a like item, even though the subject matter delivered complies with the sample.   Article 637    The parties to a sales transaction by trial use may agree on a trial period for the use of the subject matter. Where such period is not agreed or the agreement is not clear, nor can it be determined in accordance with Article 510 hereof, it shall be determined by the seller.   Article 638    A purchaser who purchases items on a trial basis may either purchase the subject matter or refuse to purchase the subject matter during the trial period, as appropriate. Upon expiration of the trial period, if the purchaser fails to express whether or not to purchase the subject matter, it shall be deemed to have purchased the subject matter.Where the purchaser in a sale by trial use has made partial payment within the trial period or has sold or leased the subject matter or established security interest over the subject matter, the purchaser shall be deemed to have agreed to purchase the subject matter.   Article 639    In a sale by trial use, if the parties have not agreed, or have not come to a clear agreement, on a fee for the use of the subject matter, the seller shall have no right to demand payment by the purchaser.   Article 640    The risk of damage to or loss of the subject matter during the trial use period shall be borne by the seller.   Article 641    The parties may agree in a sales contract that the ownership of the subject matter shall belong to the seller if the purchaser fails to pay the price or perform other obligations.Where the seller retains ownership of the subject matter of the contract without registration, the subject matter may not be used against any bona fide third party.   Article 642    In the event that the parties agree that the seller shall retain the ownership of the subject matter of the contract, if the purchaser is under any of the following circumstances before the ownership of the subject matter is assigned, causing damage to the seller, the seller shall have the right to take back the subject matter, unless otherwise agreed by the parties:(I)Fails to make payment as agreed and still fails to make payment within a reasonable period after being urged to do so;(II) The specified conditions are not fulfilled as agreed; or(III) Selling, pledging or otherwise disposing of the subject matter improperly.The seller may negotiate with the purchaser to take back the subject matter; where negotiation is unsuccessful, reference may be made to the procedures for realization of security interests.   Article 643    After the seller takes back the subject matter in accordance with the provisions of Paragraph 1 of the preceding Article, the purchaser may request to redeem the subject matter if the reasons for the seller's taking back the subject matter are eliminated within the reasonable redemption period agreed by both parties or specified by the seller.Where the purchaser does not redeem the subject matter within the redemption period, the seller may sell the subject matter to a third party at a reasonable price; where there is a balance after deducting the amount unpaid by the purchaser and the requisite expenses from the sale proceeds, the balance shall be refunded to the purchaser; the purchaser shall pay any shortfall.   Article 644    In a sale by bidding, matters such as the rights and obligations of the parties and the bidding procedure, etc. are governed by the relevant laws and administrative regulations.   Article 645    The rights and obligations of the parties to an auction and the procedures therefor shall be governed by the provisions of the relevant laws and administrative regulations.   Article 646    If there are provisions in the law for other non-gratuitous contracts, such provisions shall apply; in the absence of such provisions, the relevant provisions on sales contracts shall apply mutatis mutandis.   Article 647    Where the parties agree on a barter transaction involving assignment of title to the subject matter, the relevant provisions on sales contracts shall apply mutatis mutandis.   Tap "Read More" to visit our website \n

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