Civil Code > TITLE XV CONTRACTS RELATING TO THE ASSIGNMENT OF RIGHTS 2

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Chapter 2. Contracts allied to sale

Section 1. Barter contract

Art. 2408 – Differences from sale.

(1) Each of the exchangers shall, as regards the things subject to the exchange, have the same rights and obligations as a seller.

(2) The exchanger who is bound by the barter contract to pay a balance shall, as regards the payment of such balance, have the same obligations as a buyer.

(3) Unless otherwise agreed, the exchangers shall share equally in the expenses of the barter contract.

Art. 2409 – Reference to provisions regarding sale.

The provisions applicable to contracts of sale shall for the remainder apply to barter contracts.

Section 2. Transfer of rights other than ownership

Art. 2410 – Transfer of usufruct.

(1) The provisions applicable to contracts of sale shall apply where a person transfers fro consideration the usufruct of a thing.

(2) The obligation of the seller to transfer the ownership of the thing shall in such case be replaced by the obligation to transfer the usufruct of such thing.

Art. 2411 – Transfer of incorporeal rights.

(1) The provisions applicable to contracts of sale shall, as far as possible and without prejudice to the provisions of special laws, apply where a person transfers fro consideration an incorporeal right.

(2) The transfer of choses in action shall be subject to the provisions of the Title of this Code relating to “Contracts in general” (Art. 1962-1975).

Section 3. Hiring Sale

Art. 2412 – Assimilation to sale.

Without prejudice to the provisions of the following Articles, the provisions applicable to contracts of sale shall apply where the parties have described their contract as one of hiring a thing, if it has been provided that the tenant of the thing will become the owner thereof upon payment of a given number of installments.

Art. 2413 – Risks.

The risks shall be borne by the tenant from the time when the thing has been delivered to him.

Art. 2414 – Termination of contract

The tenant may at any time terminate the contract by returning the thing to the lessor.

Art. 2415 – Cancellation of contract.

(1) Where the contract is cancelled, the lessor shall return to the tenant the rents which he has collected.

(2) He may only claim a fair rent and an indemnity for the wear and tear of the thing.

(3) Any provision imposing more onerous obligations on the tenant shall be of no effect.

Section 4. Contract of supplies

Art. 2416 – Definition.

A contract of supplies is a contract whereby a party undertakes for a price to make in favour of the other party periodical or continuous deliveries of things.

Art. 2417 – Object of contract.

(1) Where the quantity to be supplied has not been fixed, the supplier shall supply such quantity as corresponds to the normal needs of his contracting party, having regard to the time when the contract was made.

(2) Where the parties have only fixed a maximum and a minimum limit for the whole of the supplies or for each delivery, the person with whom the supplier contracted may fix, within these limits, the quantity to be supplied to him.

(3) Where the quantity is to be fixed according to his needs, the person with whom the supplier contracted shall take all he needs, notwithstanding that this quantity exceeds the minimum fixed in the contract.

Art. 2418 – Price.

Where supplies are to be made periodically, the price for each delivery shall, failing an express provision in the contract, be fixed in accordance with the provisions of Chapter 1 of this Title.

Art. 2419 – Time of payment.

(1) Where supplies are to be made periodically, the price shall be due at the time of each delivery.

(2) Where supplies are to be continuous, the price shall be due on te usual maturity dates.

Art. 2420 – Term.

(1) The time fixed for the various performances shall be deemed to have been fixed in the interest of both parties.

(2) Where the party entitled to the supplies is allowed to fix the time when each performance shall be made, he shall inform the supplier of such time by giving him reasonable notice.

Art. 2421 – Non-performance of contract.

(1) Where one of the parties fails to carry out his duties regarding a given performance, the contract may be cancelled where non-performance, the contract may be cancelled where non-performance is of importance and capable of destroying the confidence in the regularity of the performance of future obligations.

(2) The supplier may only cancel the contract or suspend its performance after having given reasonable notice to his contracting party.

(3) Any provision to the contrary shall be of no effect.

Art. 2422 – Preference clause. – 1. Duration.

(1) A provision whereby a person undertakes to get supplies in preference from a given supplier, should he need certain kinds of goods, shall not be effective for more than three years.

(2) It shall be reduced to three years where it has been made for a longer period.

Art. 2423 – 2. Application.

(1) Whosoever has entered into an undertaking as defined in Art. 2422 shall inform the supplier of the terms offered to him by third parties.

(2) The supplier shall, under pain of loss of right, declare within the time fixed in the contract or within a reasonable time whether he intends to avail himself of the preference clause.

Art. 2424 – Exclusive clause binding the client.

(1) Where provision has been made in a contract to the effect that a person shall supply himself exclusively with certain things from a given supplier, such person may not receive from third parties supplies of the things of the nature provided in the contract.

(2) Unless otherwise agreed, such person may not himself manufacture or produce things of the nature provided in the contract.

Art. 2425 – Exclusive clause binding the supplier.

(1) Where it has been agreed that the supplier shall supply his products to a given person only, the supplier may not, in the area provided in the contract and during the currency of the contract, directly or indirectly supply third parties with goods of the nature provided in the contract.

(2) Where the contracting party has undertaken to develop, in the area provided in the contract, the sale of the things which have been reserved to him, he shall be liable where he fails to carry out this obligation, notwithstanding that he sold the minimum quantity provided in the contract.

Art. 2426 – Termination of contract.

Where the duration of the contract of supplies has not been fixed in the contract, each party may terminate the contract by giving notice as provided in the contract or, where not provided, reasonable notice.

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