Obligation to assure the ownership right over goods

Article 45.- Obligation to assure the ownership right over goods

The seller must assure that:

Set-up-company-in-vietnam-Vinasc21. The ownership right of the purchaser over goods sold is not disputed by any third party;

2. The goods are lawful;

3. The handover of the goods is lawful.

Article 46.- Obligation to assure intellectual property rights over goods

1. The seller must not sell goods infringing upon intellectual property rights. The seller shall be held responsible for any dispute related intellectual property rights over goods sold.

2. Where the purchaser requests the seller to observe technical drawings, designs, formulas or specifications furnished by the purchaser, the purchaser shall be liable for complaints related to infringements of intellectual property rights which arise from the fact that the seller has complied with the request of the purchaser.

Article 47.- Notification requirements

1. The seller shall lose the right to invoke the provisions of Clause 2, Article 46 of this Law when failing to promptly notify the purchaser of a third party’s complaint about the delivered goods after the seller knew or should have known such complaint, except for cases where the purchaser knew or should have known a third party’s complaint.

2. The purchaser shall lose the right to invoke the provisions of Article 45 and Clause 1, Article 46 of this Law when failing to promptly notify the seller of a third party’s complaint about the delivered goods after the purchaser knew or should have known such complaint, except for cases where the purchaser knew or should have known a third party’s complaint.

Article 48.- Obligation of the seller in cases where goods are subject to measures of security for performance of civil obligations

Set-up-company-in-vietnam-Vinasc1Where the goods sold are subject to measures of security for performance of civil obligations, the seller must notify the purchaser of such security measures and must obtain the consent of the security beneficiary regarding the sale of such goods.

Article 49.- Obligation to provide warranty for goods

1. Where goods are purchased and sold under warranty, the seller shall have to provide warranty for such goods according to the agreed contents and duration.

2. The seller must fulfill the warranty obligation as soon as the practical situation permits.

3. The seller must bear all warranty expenses unless otherwise agreed.

Article 50.- Payment

1. The purchaser is obliged to pay for goods and receive goods as agreed upon.

2. The purchaser must comply with the payment modes and make the payment according to the agreed order and procedures and the provisions of law.

3. The purchaser shall still have to pay for goods in cases where goods are lost or damaged after the time the risk is passed from the seller to the purchaser, except for cases where the loss or damage is caused due to the fault of the seller.