Goods which are not appropriate to contracts

Article 39.- Goods which are not appropriate to contracts

Set-up-company-in-vietnam-Vinasc21. Where it is not specified in the contract, goods shall be considered not appropriate to the contract when they fall into one of the following cases:

a/ They are not suitable to common use purposes of goods of the same type;

b/ They are not suitable to any specific purpose that has been notified by the purchaser to the seller or the seller should have known at the time the contract is entered into;

c/ Their quality is not the same as the quality of the samples previously handed over by the seller to the purchaser;

d/ They are not preserved or packaged by a method common to such goods, or not preserved by proper preserving methods in cases where no common preserving method is available.

2. The purchaser may reject the goods if such goods are not appropriate to the contract according to the provisions of Clause 1 of this Article.

Article 40.- Liability for goods which are not appropriate to contracts

Unless otherwise agreed upon by the parties, the liability for goods which are not appropriate to contracts is provided for as follows:

1. The seller shall not be liable for any defect of the goods if the purchaser, at the time the contract is entered into, knew or should have known such defect;

2. Except for the case specified in Clause 1 of this Article, within the time limit for lodging complaint provided for in this Law, the seller shall be liable for any defect of the goods which already exists before the time of passing the risk to the purchaser despite the fact that such defect may be discovered after passing the risks.

Set-up-company-in-vietnam-Vinasc13. The seller shall be liable for defects of goods occurring after the pass of risks if such defects are attributable to contract breaches by the seller.

Article 41.- Remedies in case of delivery of goods in insufficient quantity or delivery of goods not appropriate to contracts

1. Unless otherwise agreed, and where the contract only provides for a time limit for delivery of goods and does not determine a specific time for delivery of goods, and the seller delivers goods before the expiration of such time limit but in insufficient quantity or goods not appropriate to the contract, the seller may still deliver the deficit quantity of goods or provide substitute goods which are appropriate to the contract or remedy the inappropriateness of the goods within the remaining duration.

2. Where the seller, when applying the remedies provided for in Clause 1 of this Article, causes disadvantages or unreasonable costs to the purchaser, the purchaser shall have the right to request the seller to deal with such disadvantages or bear such costs.