The period for the buyer's objection to quality and the time limit for the seller to bear the responsibility for quality (Part I).
Lawyer Han Hong of Beijing Yifa Law Firm.
In the practice of adjudicating sales contract disputes, whether the quality of the subject matter meets the requirements is almost the most hotly debated issue between the parties, and when the seller requests payment of the price, most buyers will defend or file a counterclaim on the grounds that the quality of the subject matter delivered by the seller does not meet the requirements. In my article "Practice in Adjudicating Disputes over the Non-Conformity of the Subject Matter of a Sales Contract in the Civil Code", I focus on how the buyer can remedy its rights and interests in accordance with the civil code liability system for breach of contract when the subject matter delivered by the seller does not meet the quality requirements.
In the sales contract, the seller shall deliver the subject matter in accordance with the agreed quality requirements and bear the liability for defects in the quality of the subject matter, but whether the subject matter delivered by the seller meets the requirements needs to be ascertained by the buyer through inspection. The length of time within which the buyer should inspect the subject matter is directly related to the interests of both the buyer and the seller. If the inspection period is too short, it will be detrimental to the buyer, and if the inspection period is too long, it will be detrimental to the seller. In view of the above-mentioned circumstances, the Civil Code, based on the principle of balancing the protection of the interests of the buyer and the seller, stipulates the buyer's obligation to inspect the subject matter, the time limit and legal consequences for the buyer's objection when the subject matter has quality defects, and the rules for dealing with the situation when the agreed inspection period is too short or there is no agreed inspection period.
In the trial practice of sales contract disputes, the first thing the magistrate needs to judge is whether the buyer's argument that the quality of the subject matter does not meet the requirements is whether the buyer's submission of the quality of the subject matter does not meet the requirements of the time (time limit), that is, whether the time limit for the buyer to perform the inspection and notification obligations meets the agreed time limit or the statutory reasonable period, two-year period and warranty period. If the time limit is exceeded, the seller may not be liable for non-conformity.
Articles 620 and 621 of the Civil Code of the People's Republic of China (hereinafter referred to as the Civil Code) stipulate the inspection period and notification period for the subject matter. The buyer shall inspect the quality of the subject matter within the time limit specified in those two articles and notify the seller of the non-conformity of the quality. If the buyer fails to notify the seller of the non-conformity within the time limit, the seller may be exempted from liability for quality defects unless there are special reasons. Therefore, the buyer shall notify the seller of the non-compliance of the quality of the subject matter in accordance with the time limits stipulated in articles 620 and 621 of the Civil Code.
Article 620 of the Civil Code stipulates the time limit for the buyer to perform the inspection obligation of the subject matter. This article stipulates that: "When the buyer receives the subject matter, it shall inspect it within the agreed inspection period, and if there is no agreed inspection period, it shall conduct the inspection in a timely manner." "The so-called timely inspection refers to the inspection within a reasonable period of time according to the nature of the subject matter, trading habits, etc. The word "shall" in this article indicates that it is an agreement or legal obligation of the buyer to inspect the quality of the subject matter within the agreed or statutory time limit. This obligation is different from other contractual obligations in that other contractual obligations are generally established to protect the rights and interests of the other party, while this obligation is established for the buyer to actively protect its own rights and interests, and the buyer does not need to bear the liability for breach of contract to the seller if it violates the inspection obligation, but it will cause itself to suffer the loss of its rights and interests.
Article 621 of the Civil Code stipulates four types of time limits and legal consequences for the buyer to raise an objection to the non-compliance of the subject matter. First, if the parties agree on the inspection period, the buyer shall notify the seller of the fact that the quantity or quality of the subject matter does not conform to the agreement within the inspection period. If the buyer neglects to give notice, it shall be deemed that the quantity or quality of the subject matter conforms to the agreement;(2) If the parties have not agreed on a time limit for inspection, the buyer shall notify the seller within a reasonable period of time when it discovers or should discover that the quantity or quality of the subject matter does not conform to the agreed agreement, and if the buyer fails to notify the seller within a reasonable period of time, the quantity or quality of the subject matter shall be deemed to be in accordance with the agreement;Third, if the buyer fails to notify the seller within two years from the date of receipt of the subject matter, the quantity or quality of the subject matter shall be deemed to be in accordance with the agreement. Fourth, the warranty period is the longest period, and if there is a quality assurance period for the subject matter, the quality assurance period shall apply, and the provisions of the two years shall not apply. In exceptional circumstances, if the seller knows or knows that the subject matter provided by it does not conform to the agreement, the buyer is not subject to the above four types of notice periods and may request the seller to bear the liability for breach of quality at any time, but the seller's request shall not exceed the three-year limitation limit.
In the trial practice of disputes over sales contracts, if the buyer wants to achieve the goal of making the seller bear the liability for breach of contract that the subject matter does not meet the quality requirements, it must provide evidence to prove that it has notified the seller of the non-compliance of the quality of the subject matter in accordance with Article 621 of the Civil Code.