Moldova Civil Code Overview

The Civil Code of the Republic of Moldova
BOOK I. GENERAL PROVISIONS

SECTION 1. COMMON PROVISIONS CHAPTER I. CIVIL LEGISLATION Article 1. Basis of Civil Legislation (1) The Civil Legislation shall be based on the recognition of the equality of participants in the civil circuit, on the inviolability of property, contractual liberty, inadmissibility of arbitrary interference in private business, necessity of free realization of civil rights, the guarantee of recovery of the violated rights and their protection in the Court. (2) Individuals and legal entities shall have the liberty to establish their rights and duties and fix any contractual circumstances if these do not act contrary to the law. (3) Civil rights may be restricted by organic law only on the grounds envisaged in the Constitution. Article 2. Relations Regulated by Civil Legislation (1) The Civil Legislation shall establish the legal status of the participants in the civil circulation, grounds for arising and the manner of exercise of the right to property, shall regulate the contractual obligations as well and those of other nature, as well as other property and personal non-property relations connected thereto. (2)The civil legislation shall be applied to family, living, labor relations and relations on the use of natural resources and the protection of the environment, meeting the signs specified in paragraph (1) of the present Article, unless otherwise not provided by special law. (3) The present Code and related Civil Law shall regulate relations concerning realization and protection of fundamental human rights and liberties and other non-property values. (4) Subject to civil legal relations may be both individuals and legal entities those, who carry on, as well as those who do not carry on entrepreneurial activities. Article 3. Civil Legislation (1) The civil legislation shall consist of the present Code, other laws, Government decrees and normative acts of law subordination, which shall regulate relations, specified in article 2 of the present Code and which are consistent with the Constitution. (2) The normative acts of law subordination shall be applied in the regulation of civil relations only when they are issued on the basis of the law and do not act contrary to the law. Article 4. Common Practice (1) Common practice is a norm of conduct which, even if not envisaged in the legislation, is being fully recognized and applied in some domain of civil relations for a long period of time. (2) Common practice shall be applied only if it does not act contrary to the law, public order or good morals and manners.
Article 5. Analogy of Law and Analogy of Right (1) In cases when the relations envisaged in article 2 of the present Code are not regulated by the law or by a consent of the parties, and the applicable common practice is missing, the relations shall be regulated by norms of civil legislation that regulate similar relations (analogy of law), if these do not act contrary to the essence of the respective relations. (2) In the cases, in which the use the analogy of law is impossible, the rights and duties of the parties shall be determined on the basis of the general principles of civil legislation. (analogy of right). (3) The Court shall not have the right to refuse the accomplishment of justice in civil cases on the reason that the legal norm is not clear or does not exist. (4) The analogy application of the norms, which restrict civil rights or establish civil responsibility, shall not be admitted. Article 6. Time Applicability of Civil Law (1) Civil law shall not be retroactive. It shall not modify or suppress circumstances of the creation of a legal position constituted prior, or the extinguishing circumstances of a legal position extinguished prior to the coming into effect of the law. Also, the new law shall not modify or suppress the already produced effects of an extinguished legal position or a legal position in course. (2) The new law shall be applicable to legal positions in course from the date of its coming into effect. (3) The effects of the previous (old) law terminate at the date of coming into effect of the new law, except cases provided by the new law. (4) In the cases of contractual legal positions, which are in course at the date of coming into effect of the new law, the old law shall continue to govern the nature and extension of the parties rights and duties, as well as any other contractual effects, except cases provided by the new law. (5) The provisions of the new law shall be applicable to the means of exercise of rights and duties, as well as to the means of their remove, taking over, change or extinction. Also, the clauses of a legal act, concluded prior to the coming into effect of the new law, and contradictory to the provisions of the new law, are, from this date, of no legal effect, except the cases those provided by the new law. Article 7. Civil Legislation and International Treaties If an International Treaty, the Republic of Moldova is part thereto, establishes provisions other than those provided by the Civil Legislation, the provisions of the International Treaty shall be applied. CHAPTER II. ARISING OF CIVIL RIGHTS AND DUTIES, EXERCISE AND PROTECTION OF CIVIL RIGHTS Article 8. Grounds for Arising of Civil Rights and Duties Civil rights and duties arise on the grounds provided by legislation, as well as on actions of individuals and legal entities, which, although not envisaged in the law, nevertheless generate civil rights and duties on the strength of the common principles, and essence of civil legislation.
The Civil Code of the Republic of Moldova 2
Hence, civil rights and duties shall arise on the following grounds: 1) contracts and other legal acts; 2) decisions of State bodies and of local public administration authorities, envisaged in law as grounds for arising of civil rights and duties; 3) decision of the Court that establishes rights and duties; 4) creation and acquisition of property on the grounds not banned by law; 5) creation of works of science, literature, art, inventions and other results of intellectual activity; 6) causing damages to the other person; 7) unjustified enrichment; 8) as a result of other actions of individuals and legal entities; 9) events which, in conformity with the law, generate legal effects in the civil sphere. Article 9. Exercise of Rights and Execution of Duties (1) Individuals or legal entities, participating in civil law relations, shall exercise their rights and execute their duties in good faith, only in conformity with the requirements of the law, of contract, public order or good morals and manners. Good faith is being presumed, unless the existence of contrary evidence. (2) The non-exercise by individuals or legal entities of their rights, provided by the law, does not mean their extinction, except for cases provided by law. Article 10. Legal Protection of Civil Rights (1) The protection of violated civil rights shall be effectuated by judicial means. (2) The means of settling a litigation between parties, before bringing the action to a Court, may be envisaged by law or contract. (3) The protection of civil rights by administrative means shall be effectuated only in cases those provided by law. The decision of administrative bodies can be contested in the Court. Article 11. Means of Protection of Civil Rights Civil rights protection shall be effected by: 1) recognition of the rights; 2) restoration of the state of things which existed before violation of the rights, and the suspension of actions which have violated or created the danger of violation of rights; 3) recognition of the legal act as null and void; 4) recognition of the nullity of decisions of State administrative bodies or of local public administration authorities, which have violated the rights; 5) imposing the execution of natural obligation; 6) self-defense of civil rights; 7) recovery of caused damages; 8) payment of fines provided by penal clause; 9) recovery of moral (non-material) damages; 10) change or termination of civil law relations; 11) non-applicability by the Court of the administrative decisions which act contrary to the law; 12) any other means established by the law. Article 12. Recognition of the Nullity of Administrative Decisions Contrary to the Law
(1) An administrative decision, which violates the protected by law civil rights and legitimate interests of individuals or legal entities, shall be declared by the Court null and void from the moment of its adoption. (2) In cases of the recognition by the Court of the nullity of such a decision, the violated right shall be liable to restoration or protection by other means, established in article 12 of this Code. Article 13. Self-Defense of Civil Rights (1) Shall not be considered illicit the actions of a person who, of self-defense purpose, takes away, destroys or deteriorates goods, or, of the same purpose, detains the liable person , who can otherwise be in hiding, or removes the resistance of the mentioned person, in cases when the assistance of the relevant authorities cannot be obtained; and when, without an immediate intervention, the danger of substantial hindrance to exercise the rights, or the impossibility to exercise them, appears. (2) The self-defense shall not exceed the limits necessary for the remove of the danger. (3) In cases of dispossession of goods, when the forced execution is not obtained, sequester of the mentioned goods shall be required. (4) When a liable person is detained, he/she shall be immediately brought in front of the corresponding authorities. (5) The person who has accomplished actions meeting the signs specified in paragraph (1) of this Article, with the wrong assumption of having the right to self-defense, shall be obliged to recover the caused to the other party damages, even if the mentioned error is not his guilt. Article 14. Recovery of Damages (1) The person, whose right was violated, may require the total recovery of the caused damages. (2) Damages are considered to be the expenses the person, whose rights were violated, has paid or will have to pay in order to restore the violated rights, the loss or deterioration of goods (real damage), as well as the profit ( the non-reimbursed income) the mentioned person would have gained in the conditions of a normal trading circulation, if his rights had not been violated. (3) If the person, who has violated the rights of the other person, as a result of this, gained profits, the person, whose rights were violated, shall have the right to demand the recovery of the caused damages, and the whole profit remained after the recovery of damages. Article 15. Protection of Personal Non-Property Rights The personal non-property rights and other non-material values are protected in the cases and by the means set forth in this Code, as well as by other laws, in the limits of their correspondence to the essence of the violated right and to the consequences of this violation. Article 16. Protection of Honor, Dignity, and Professional Reputation (1) an individual or legal entity shall have every right to demand respect of his/her honor, dignity or professional reputation. (2) an individual or legal entity shall have every right to demand the refuting of information discrediting his/her honor, dignity or professional reputation if the person who has spread such an information can not prove its accuracy. (3) At the demand of interested persons, the protection of an individuals honor and dignity shall be also admitted after the death of the mentioned person.
(4) If the information discrediting the honor and dignity of a person is spread by means of mass-media sources, the Court shall oblige the latter to publish a disclaimer in the same heading, page, program or transmission in a time term of no more than 15 days from the date of coming into force of the decision of the Court. (5) In cases when an information, which is not true to fact, is contained in a document issued from a legal entity, the Court shall impose the mentioned legal entity to substitute such document. (6) The procedure for the refuting of information discrediting honor and dignity shall be established by the Court. (7) The person, whose rights and legitimate interests, protected by law, have been discredited in a source of mass-media, shall have the right to publish his/her response in the mentioned source of mass-media, at the expense of the latter. (8) Individuals or legal entities, in relation to which an information discrediting the honor, dignity or professional reputation has been spread, shall have the right to demand, besides the refuting of discrediting information, the recovery of the damages and compensation of the moral harm, caused by the spread of this information. (9) If the person who has spread information discrediting the honor, dignity or professional reputation of an individual or legal entity, cannot be identified, the person, in relation to which this information was spread, shall have the right to bring to the Court the demand of recognition of such an information as not true to fact.
SECTION 2. PERSONS CHAPTER I. INDIVIDUALS Article 17. Notion of Individual An individual is a human being who, considered separately, appears as a holder of civil rights and duties. Article 18. Legal Capacity of Individuals (1) Capacity to possess civil rights and duties (legal civil capacity of individuals) shall be recognized equally in respect to all individuals. (2) Legal capacity of an individual shall begin with the completion of his/her birth and shall terminate upon his/her death. (3) The right to inherit property of the individual shall appear at the moment of his/her conception, on the condition that he/she is born alive. Article 19. Legal Competence of Individuals Legal competence of an individual is the ability of the person to acquire and exercise civil rights, and assume and execute civil duties. Article 20. Full Legal Competence (1) The legal competence of an individual shall appear in full amount at the date of attainment of majority. Individuals attain majority at the completion of the 18th year of age. (2) A minor obtains, by marriage, full legal competence. The dissolving of the marriage does not affect full legal competence of the minor. In case of declaration the nullity of the marriage, the Court can discharge the minor spouse of full legal competence, from the moment established by the Court.
(3) Full legal competence can be recognized to the minor at the completion of the sixteenth year of age, if he enters service or employment on the basis of a labor contract or, with the consent of parents, adoptive parents or tutor, carries on entrepreneurial activity. The attribution of full legal competence (emancipation) to a minor is effectuated through the decision of tutorship and guardianship bodies, with the consent of the both parents, adoptive parents or tutor, in cases when necessary consent misses by the decision of the Court. Article 21. Legal Competence of the Minor of the Age of Fourteen (1) Minors who have completed the fourteenth year of age, shall have the right to conclude legal acts, with the consent of their parents or guardian, and, in the cases envisaged in the law, with an additional consent of the tutorship and guardianship bodies (2) Minors who have completed the fourteenth year of age, without the consent of their legal representatives- parents or guardian, may exercise the following rights: a) to dispose their wages, scholarships or other incomes generated by their own activities; b) to possess the author right (copyright) for a work of science, literature or art, invention, or any other result of intellectual activity protected by law; c) to transfer the income to the banking and credit institutions and to dispose it in conformity with the law; d) to become members of a cooperative from the date of completion of the sixteenth year of age. e) to conclude minor transactions, specified in paragraph (2) of article 24 of the present Code. (3) On reasonable grounds, the rights of minors specified in pp. a) and b) of paragraph (2) of this Article may be restricted by the Court, upon request by parents or guardians, or by tutorship and guardianship bodies. Article 22. Legal Competence of Minors under the Age of Fourteen (1) All the legal acts for, and on behalf of the minors under the age of fourteen can be concluded only by their legal representatives, in the provided by law circumstances. (2) Minors between the age of seven and fourteen years of age shall have the right to conclude independently: 1) minor legal acts of current character and which are executed at the moment of conclusion thereof; 2) legal acts on the purpose of gratuitous obtaining of benefits that do not require notarys authentication or State registration of the rights, which appear on the basis of these documents; 3) conservation acts. Article 23. Inadmissibility of Discharge or Limitation of Legal Capacity and Competence (1) Civil capacity is recognized equally to all persons irrespective of their race, color, nationality, ethnic origin, language, religion, sex, opinion, political views, property, social origin, level of culture, or other similar criteria. (2) Individuals shall not be liable to discharge of legal capacity. (3) No one may be restricted in the legal capacity and competence except in cases and in the manner envisaged in the law. (4) The total or partial renunciation by a person of the legal capacity or legal competence, as well as other legal acts, driving to the limitation of legal capacity and competence, shall be invalid. Article 24. Recognition of Legal Incompetence of an Individual
(1) An individual, who suffers from a mental disturbance (mental disturbance or deficiency) preventing the free exercise of his will and control over his actions, may be recognized by the Court as incompetent. This person shall be taken under guardianship. (2) Legal acts and transactions for the incompetent individual shall be concluded by his guardian. (3) If the grounds, on the basis of which, the person had been declared incompetent, disappeared, the Court shall recognize the legal competence of the person. The guardianship over this person shall be cancelled upon decision of the Court. Article 25. Limitation of Legal Competence of Individuals (1) The Court may restrict the legal competence of an individual who puts his family into a grave material position due to his abuse of alcoholic beverages or narcotic substances. Such a person shall be taken under guardianship. He/she shall be able to conclude legal transactions on the disposal of property, gain and dispose of his wage, pension or other types of incomes only on consent of his/her guardian, except the concluding of minor everyday transactions. (2) If the grounds, on the basis of which the legal competence of the individual has been restricted, disappeared, the Court shall cancel the limitation of his competence The decision of the Court shall be used to cancel guardianship over this individual. Article 26. Entrepreneurial Activity of Individuals (1) An individual shall have the right to carry on entrepreneurial activity, without the founding of a legal entity, from the moment of the State registration of his individual entrepreneurial activity, in the manner provided by the legislation. (2) An individual, who carries on entrepreneurial activity without State registration, shall not invoke the absence of the status of entrepreneur. (3) Carrying on of entrepreneurial activity, without the foundation of a legal entity, is regulated by the rules concerning the legal entities with lucrative purpose, if the contrary does not result from the law or from the essence of legal relations. Article 27. Property Responsibility of Individuals An individual shall be liable for his duties with his whole property, except the goods, which, in conformity with the law, can not be sued. Article 28. Name of Individuals (1) Any individual shall have the right to the established name, or the name obtained in conformity with the law. (2) The name comprises the individuals surname, first name and, in the cases provided by law, the patronymic. (3) The surname is obtained by affiliation and is modified by the effect of change of civil state, in the conditions provided by law. (4) The first name is established at the date of registration of the persons birth, upon declaration of birth. Article 29. Use of Name (1) Any person shall have the right to the respect of his name. (2) An individual obtains and exercises his rights and executes his duties on behalf of his name. (3) The person who makes use of the name of another person, shall be liable for all the confusions and prejudices resulting from this. The holder of the name, as well as his/her spouse
or close relatives may put up resistance to this deed and demand the recovery of the caused harm. (5) The individual shall be liable to take the necessary measures in order to inform debtors and creditors on the change of the name and shall be liable for the caused harm, in case he has not observed this obligation. Article 30. Place of Domicile and Residence (1) The domicile of a person is the place where the mentioned person has his/her permanent or main tenement. Any person shall be considered to have preserved his domicile as long as he hasnt established a new one. (2) The residence of an individual is the place where he/she resides temporarily or has a secondary tenement. (3) The person whose domicile cant be assuredly identified, is considered to have his/her domicile in the place of his residence. (4) In the absence of the place of residence the individual is considered to be domiciled in the place where he/she is present; if this place is not known - the place of his/her latest domicile . Article 31. Domicile of Minors and of Persons with Limited Legal Competence (1) The domicile of a minor under the age of fourteen is the place of domicile of his/her parents or of the parent, the minors live permanently with. (2) The domicile of the child placed by the Court to a third person, lives with his/her parents; in case these parents have separate domiciles and can not come to an agreement on their child domicile, the Court decides the place of the domicile of the child. (3) In exceptional cases, taking into account the supremacy of the child interest, the Court may establish the domicile of the child at the grandparents, relatives, or other persons domicile, on the consent of these, or at an institution of care. (4) The domicile of the minor, in the cases when only one of the parents represents him, or in the case when the child is under guardianship, shall be the place of domicile of his legal representative. (5) The domicile of the child in difficult situation, in cases provided by a special law, shall be at the domicile of the family or persons to whom the child was placed or as the case may be. (6) The domicile of the person with discharged legal competence shall be the domicile of his/her legal representative. Article 32. Tutorship and Guardianship (1) For the protection of the rights and legitimate interests of incompetent individuals or of those with limited legal competence, tutorship and guardianship shall be established. (2) The tutors and guardians protect the rights and legitimate interests of the persons under their guardianship, in relations with other persons, institutions, inclusively the Court, without some special mandates. (3) The tutorship and guardianship over minors shall be established in cases when the minors do not have parents or adoptive parents, in the cases when the parents were deprived of parental rights, as well as in the cases when such minors remain without parental protection, because of some other reasons. Article 33. Tutorship (1) The tutorship shall be established over persons with discharged legal competence, and in case of necessity, over minors under the age of fourteen.
(2) The tutors shall be the legal representatives of the persons under their tutorship, and shall conclude on their behalf all the necessary legal acts without a special mandate. Article 34. Guardianship (1) The guardianship shall be established over minors between the age of fourteen and eighteen, as well as over individuals with restricted by the Court legal competence, as a result of their abuse of alcoholic beverages or narcotic substances. (2) The guardians shall give their consent for the concluding of legal acts, which the individual under guardianship has not the right to conclude independently. (3) The guardians help the persons under their guardianship in the realization of the rights, execution of the duties, and protect the mentioned persons from abuses of a third person. Article 35. Tutorship and Guardianship Bodies (1)The tutorship and guardianship bodies shall be authorities of local public administration. (2)The tutorship and guardianship body from the place of domicile of the person under tutorship shall supervise the activity of the tutors or guardians of the latter. Article 36. Establishing of Tutorship and Guardianship (1) The body of tutorship or guardianship shall be liable to take the decision of establishing the tutorship or guardianship, in a period of time of one month from the date of receiving information on the necessity of tutorship or guardianship. (2) Up to the moment of appointing tutors or guardians for the mentioned persons, their functions shall be performed by tutorship and guardianship bodies. Article 37. Liability to Inform about Persons Who Need Tutorship or Guardianship The liability to inform the bodies of tutorship or guardianship about the person who needs tutorship or guardianship, in a period of time of no more than five days from the date of identifying the person, shall have the following: a) Close relatives of the person who needs tutorship or guardianship, as well as administrators and lodgers of the house where the minor lives; b) Bodies of civil state in the cases of registration a persons death, as well as public notaries, in the cases of opening of a succession procedure; c) Court, representatives of the prosecutors office and of the police, on the basis of the Court judgment, or execution of measures depriving of liberty; d) Local public administration authorities institutions of care, as well as other persons. Article 38. Tutors and Guardians (1) A tutor may by an individual, or both husband and wife, if they are not in the cases of incompatibility envisaged in paragraph (4) of this Article, at his/her/their deliberate consent. (2) The functions of tutorship and guardianship over persons interned in public social assistance institutions, of education, health or similar institutions, are performed by these institutions, except the cases when the person has a legal tutor or a guardian. (3) The tutor or guardian shall be appointed by the tutorship or guardianship body of the domicile of the person who needs tutorship, shall be appointed by the office or at the notification of the persons mentioned in article 39 of this Code. (4) A tutor or guardian shall not be: a) a minor; b) a person whose legal competence is restricted or discharged;
c) persons deprived of parental rights or declared in the incapacity of a tutor; d) a person whose political or civil rights have been restricted, either on the grounds of law, or by the Court decision, as well as persons of bad behavior; e) a person who had performed tutorship or guardianship service and was dismissed ; e) a person, who, the conflict between his interests and the interests of the person under tutorship or guardianship, would unable him/her to perform the duty of tutorship and guardianship; f) a person removed by an authentic legal act or by the will of the parent who, by the moment of his/her death, was performing parental protection . g) an adoptive person, whose status of adoptive parent was annulled on the grounds of unsatisfactory performing of his duties; h) a person in labor relations with the institution where the individual under tutorship or guardianship is interned. Article 39. Personal and Gratuitous Character of Tutorship and Guardianship (1) Tutorship and guardianship shall be personal duties. (2) The duties of tutorship and guardianship shall be performed gratuitously. Tutors and guardians shall have the right to demand compensation of all the expenses for tutorship and guardianship tasks performing. (3) Nevertheless, the tutorship and guardianship bodies, taking into account the volume and essence of the property of the person under tutorship or guardianship, may decide that the management of the given property, or a part of it, shall be entrusted to an individual person or a specialized legal entity. Article 40. Duties of Tutor and Guardian (1) Tutors and guardians shall have the following liabilities: 1) to live together with the person under tutorship and to declare the change of the domicile to tutorship and guardianship body. The guardian, with the consent of the tutorship or guardianship body, may live separately from the person under guardianship, at the attainment by the latter of the age of fourteen. The tutors and guardians shall be liable to declare the change of the domicile to the tutorship and guardianship bodies; 2) to protect the rights and interests of the persons under tutorship or guardianship; 3) to give financial support to the persons under tutorship and guardianship. (2) tutors and guardians shall be liable to the rights and duties which belong to parents in the education of minors. Article 41 Administration of property of the person under tutorship (1) The tutor shall manage and efficiently control the property of the person under tutorship on his/her behalf. (2) On designation, the tutor, in witness of a representative of the tutorship and guardianship authority, shall make an inventory of the property of the person under tutorship and will submit such inventory list to the tutorship and guardianship authority for approval. (3) The sums legitimated to those under tutorship in form of pensions, assistance, alimony and other current incomes shall be received by the tutor and spent by him/her for the support of those under tutorship. (4) Should the current incomes or financial means of the person under tutorship be not sufficient to cover all the necessary expenses, these can be covered on the account of property owned by the person under tutorship, on consent of the tutorship and guardianship authority.
(5) The tutor is obligated to annually prepare and submit to the tutorship and guardianship authority within a term of thirty days, at the end of each calendar year, a report on how the person under tutorship was cared for and how his/her assets have been spent. Article 42 The authority of the tutorship and guardianship authority to contract legal acts (1) Without prior permission of the tutorship and guardianship authority, the tutor shall not contract, while the guardian shall not approve contracting of legal acts on alienation, including donating, changing or renting (leasing), free usage or mortgaging of the property owned by the person under guardianship, of legal acts which waive the rights of the person under guardianship, of agreements of partition of the property of the person under guardianship and any other legal acts leading to decreasing of property of the person under guardianship. (2) Contracting of legal acts on the immovable property of the person under guardianship shall be allowed only on prior consent of the tutorship and guardianship authority. Article 43 Prohibition to conclude act of law in the name of the person under guardianship (1) The tutor cannot conclude any gratuitous act of law and the guardian cannot give his assent for such act if by this the person under guardianship engages himself or renounces a right. (2) Exception from provisions of paragraph (1) shall be those acts, which are in conformity with moral obligations and morality. (3) The guardian or tutor, spouse or any relative up to the 4th degree inclusively, cannot conclude any transaction with persons under guardianship, except transfer of the property to them through gratuitous contracts or usufruct of property. Article 44 Fiduciary administration of property of the person under guardianship (1) Should the case need permanent administration of valuable immovable property and movable assets of the person under guardianship, the tutorship and guardianship authority shall conclude a Contract of fiduciary administration of the property with an administrator designed by this authority. In this case the tutor or guardian reserves the authorization regarding that part of the property of the person under guardianship, which is not transmitted for fiduciary administration. (2) On performance by the administrator of prerogatives in process of administration of property owned by the person under guardianship, the provisions of norms stipulated in article 44 and article 45 of the present Code shall be extended on the administrator. (3) Fiduciary administration of the person under guardianship shall cease based on provisions stipulated by the law on cessation of the Contract of fiduciary administration of property, as well as in cases of cessation of guardianship and tutorship. Article 45 Safekeeping of financial means (1) The amounts of money exceeding the needs for supporting the person under guardianship and administration of his/her property, shall be deposited on the account of the person under guardianship in a bank institution, from where these can be withdrawn only after having the authorization of the guardianship and tutorship authority. (2) The guardian can deposit on minors account the amounts necessary for support as well. These shall be registered on a separate account and can be withdrawn without notifying the guardianship and tutorship authority.
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Article 46 Suspension and removal of the guardian from performing his/her duties (1) The minor, as well as all persons indicated in article 39 of this Code, can submit a complaint to the tutorship and guardianship authority regarding acts or deeds of the tutor or guardian harmful for the minor. (2) The tutor or guardian shall be rejected in case he/she commits an abuse, serious neglect or actions which classifies him/her unfit for guardianship or tutorship, and also if he/she does not properly perform the duties. (3) The tutorship and guardianship authority shall dismiss the tutor or guardian from performing their obligations in case the minor returned to the parents or was adopted. (4) In case the person under tutorship or guardianship is placed in a public social assistance, educational, training or treatment institution or in other similar institutions, the tutorship and guardianship authority shall dismiss the previously appointed tutor or guardian from performing his/her obligations, provided that this is consistent with the interests of the person under guardianship. (5) The tutorship and guardianship authority shall dismiss, based on an application, the guardian or the tutor from performing his/her duties, if there are grounded reasons. Article 47 Cessation of tutorship and guardianship (1) When the minor turns fourteen, the tutorship ceases, while the persons who discharged the functions of tutor becomes a guardian without any additional decision in regard with this thereto. (2) The guardianship shall cease when obtaining or establishment of full exercising capacities. Article 48 Patronage of physically capable persons (1) On request of an adult individual with full ability, who because of his/her precarious health state cannot fulfill and protect his rights and discharge the obligations on his own, a guardianship can be instituted in form of patronage. (2) The guardian (assistant) of an able adult individual can be appointed by the tutorship and guardianship authority only on consent of this person. (3) The guardian (assistant) shall manage the property of the able adult based on a Mandate Contract or Fiduciary Administration Contract concluded with this person. The guardian (assistant) can conclude law acts aimed to support and meet day-to-day necessities of the person under patronage on verbal consent of the respective person. (4) Patronage of the physically able adult, which was instituted in conformity with paragraph (1) of this article, shall cease on request of the physically able adult under patronage. (5) The guardian (assistant) of the person under patronage is dismissed from discharging his obligations in cases stipulated in paragraphs (3) (5) of article 48 of the present Code. Article 49 Recognition of an individual as missing (1) An individual can be declared as missing in case such person is missing from home and at least one year has passed from the day the last news came about the place where he/she was. Disappearance is declared by the law court on request of the concerned person. (2) In case of impossibility to determine the day when the last information was received about the missing person, the term for the declaration about disappearance will start to be counted on the first day of the month following the month when the last information about the missing person came, and in case it is impossible to determine this month - then from the 1st of January of the next year.
Article 50 Protection of property of the missing person (1) Should the case be that it is necessary to permanently manage the property of the individual declared as missing, the law court shall appoint an administrator whom the tutorship and guardianship authority will conclude a contract with regarding fiduciary administration. On request of interested persons, the law court can designate an administrator for one year from the day when the last news came about the place of the missing person. (2) The declaration about disappearance of the person shall not change or terminate the rights and obligations of the missing person. Article 51 The effects of appearance of the missing person (1) If the person declared as missing appears, if there are news about the place where the person is, the law authority, on request of the interested person shall revoke the decision on declaring the person as missing and shall cancel the fiduciary administration of his/her property. (2) The person declared as missing can claim the fiduciary administrator to compensate the damage caused through improper administration of his/her property. Article 52 Declaring an individual deceased (1) A person can be declared deceased based on a court decision, if for three years there were no news at the residing place about the place where the person is, or after six months if the person disappeared under circumstances of death danger or which give grounds to presuppose that he/she died after a certain accident. (2) A military person or any other individual missing in connection with military operations, can be declared as deceased only after expiration of two years from ceasing of military operations. (3) The day of death of the individual that was declared as deceased is considered the day when the court decision was considered definite. If a person that disappeared under circumstances of death danger or which give grounds to presuppose that he/she died after a certain accident, is declared deceased, the law court can declare the presumed death day as the date of death of this person. (4) The declaration about death produces the same legal effects as the physical death. Article 53 Effects of appearance of the individual that has been declared as deceased (1) Should the case be that the individual, who has been declared as deceased, appears or the place of his/her stay is determined, the law court shall revoke the decision about the death declaration. (2) Independently of the moment of appearance, the individual can claim that any other person returns his property, which was retained, and which were transferred for free to this person after the individual was declared deceased. (3) Acquirer with valuable consideration is not obligated to return the property if it is not proved that as of date of obtaining, he/she knew that the person declared as deceased was alive. If the property is not in hand, the bad faith acquirer is obligated to reimburse its value. (4) If the property of the person which has been declared as deceased were transferred to the state based on the rights of succession and have been sold, after the declaration about death, the person shall be reimbursed for the sum acquired after selling of such property.
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Article 54 State registration of civil status acts (1) The following civil status acts should be registered by the state: 1) birth; 2) contracting of marriage; 3) cancellation of marriage; 4) adoption; 5) establishing of paternity; 6) changing of name; 7) death of the individual. (2) Registration of civil status acts is made by the civil status acts registration authority by recording the data into the civil status acts registry books (records of civil status acts) and issuance of certificates based on such records. (3) The authority which performs the registration of civil status acts, the registration procedure for such acts, procedure of their alteration or modification, restoration and cancellation of civil status acts records, develops the forms of the civil status acts books and certificates, as well as the modality and terms for safekeeping of civil status acts registry books shall be appointed based on the law.
CHAPTER II. THE LEGAL ENTITY 1. GENERAL PROVISIONS Article 55 The definition of legal entity (1) A legal entity is an the organization, which holds separate property and is liable for its obligations with such property, and which can acquire and exercise property and personal nonpatrimonial rights on own behalf, assume obligations, appear as claimant or defendant in the court. (2) The legal entity can be organized in either corporate manner or based on membership, can be dependent or independent on a certain number of members, can have a lucrative or nonlucrative objective. (3) Depending on participation to the formation of the property of the legal entity, its founders (members) have or don't have rights of obligation regarding such legal entity. Commercial, as well as cooperative societies are considered as legal entities in regard with which the founders (members) have rights of obligation. The non-commercial organizations and associations of legal entities shall be considered as legal entities in regard with which the founders do not have rights of obligation. Article 56 Legal system applicable to foreign legal entities Foreign legal entities are made similar, according to provisions of law, to legal entities of the Republic of Moldova, in regard with their civil rights and obligations. Article 57 Types of legal entities The legal entities can be either public law entities or private law entities, which in civil relationship, have equal positions.
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Article 58 Public law entities (1) The state and the administrative-territorial units have equal juridical and civil positions with other law subjects. The duties of the state and the administrative-territorial units are discharged by their bodies, which are not legal entities. (2) The bodies authorized to discharge a part of functions (duties) of the Government possess legal attribution only if this comes from the provisions of the law, or in express cases provided for by the law, from the acts of the central or local public administration authorities. (3) By derogation from provisions of paragraph (2) of the present article, public law entities can be founded otherwise, in certain cases stipulated by law. (4) The articles following in this chapter shall not be applicable to legal entities stipulated in this Article Article 59 Private law entities (1) The private law entities can be founded freely, in one of the forms provided by the law. (2) The private law entities can have a lucrative (commercial) and non-lucrative (noncommercial) objective. Article 60 Usage capacity of a legal entity (1) The usage capacity of the legal entity is acquired on the date of state registration and ceases on the date when it is stricken off the state registry. (2) The legal entity with a lucrative objective can conduct any activity, which is not prohibited by the law, even if the Charter does not provide it. (3) The legal entity with a non-lucrative objective can conduct only the activity stipulated by the law and its Charter. (4) The public law entities participate in the civil circuit to the extent this is necessary for achievement of its goals. They are made similar to public law entities to the extent they participate in the civil circuit. (5) Certain types of activities, the list of which is established by law, can be practiced by the legal entity only based on a special permit (license). The right of the legal entity to conduct an activity for which a license is required, shall emerge at the moment such licensed has been issued or from the moment specified in the license, and shall be cancelled on license expiry, unless the law provides otherwise. (6) The rights of the legal entity can be limited only in cases and in the manner provided by the law. Article 61 The legal capacity of the legal entity (1) The legal entity shall exercise, from the date of foundation, its rights and shall fulfill its obligations through an administrator. (2) Individuals, who by virtue of law and based on the formation document are appointed to act with regard to third parties, individually or collectively, on behalf and on account of the legal entity, are called administrators. (3) The relationship between the legal entity and those constituting its executive bodies are subject, through similitude, to the regulations of their commission, if the law or the formation document do not provide otherwise. (4) In case the executive body is not appointed, this shall be appointed upon the request of participants or creditors in the court. The executive body appointed by the court shall be
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revoked by it, if a decision of the competent authority of the legal entity on appointment of executive body exists. Article 62 Documents of formation of the legal entity (1) The legal entity shall act under the Charter and the Agreement of Formation. The public law entities with non-lucrative objective and private law entities with non-lucrative objective shall act based on the general regulations providing for such organizations. (2) The Agreement of formation of the legal entity shall be concluded and the Charter shall be approved by the founders (members) of the legal entity. The legal entity, which is constituted by one founder, shall conduct its activity under its charter approved by it. (3) The documents of formation of a legal entity shall specify the name and the location of the legal entity, order of administration of activity and other data provided by the legislation for legal entities of the respective type. The documents of formation of legal entities with nonlucrative objective shall establish the object and objectives of its activity. Article 63 State registration of legal entities (1) The legal entity shall be considered established from the moment of state registration. (2) The legal entity of public law is considered as constituted from the moment the normative act, which approves the charter of this entity has come into force, or from the moment specified in the text of this act. (3) The legal entity shall be subject to state registration according to the provisions of the law. The dates of state registration are included into the State Registry Book, and the respective information is available to any person. (4) Violation of the procedure provided by the law regarding the foundation of a legal entity or in case its charter does not meet the requirements of the law, this may lead to refusal in performing the state registration of the legal entity. The refusal to register on grounds of inexpedience of foundation of the legal entity is not admitted. (5) The legal entity is subject to state re-registration in cases stipulated by law. Article 64 Publicity of state registries of the legal entities (1) Until the moment when the fact which should be recorded in the state registry books of the legal entities has been not recorded and made public, the person in whose interests this fact should have been recorded, shall not share it with third parties, except when it is proved that such third parties knew the fact. (2) If the fact is recorded and made public, the third party should admit it in regard with itself thereto. This is not applicable for any legal act prepared within 15 days from the moment when it was made public, to the extent that the third party proves that it did not know and it should not have known about this fact. (3) In case the fact, which should be registered, was made public by mistake, the third party can oppose the fact, which was made public to the person in whose interest the indicated fact should have been recorded, except cases, when the third party knew about the non-veracity. Article 65 Duration of legal entity (1) The legal entity is perpetual if the law or the formation document does not provide otherwise. (2) On expiration of term, the legal entity shall be dissolved, provided that meanwhile no amendments have been made in the formation document.
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Article 66 The name of the legal entity (1) The legal entity participates in legal relationship only in its own name, established based on formation document and registered in the corresponding manner. (2) The name of the legal entity should include the form of its legal organization in the official language. (3) The legal entity cannot be registered if its name coincides with the name of another legal entity, which is already registered. (4) It is prohibited to have syntagma in the name of the legal entity, which would contradict the provisions of law or moral norms, as well as personal names, if these do not coincide with the name of the participants in the foundation of the organization and if there is no permission of the respective person or his/her heirs regarding the use of name. (5) The legal entity, the name of which is registered, reserves the rights to usage. Those using the name of other legal entities shall be liable to cease using it and reimburse for the damage. (6) The act issued by the legal entity should mention the name, state registration number, fiscal code and premises, under the sanction of reimbursement of damages to the affected person. (7) The legal person shall not use words or abbreviations in its name, which may mislead a third party regarding its form. (8) The legal entity is obligated to publish a notice in Monitorul Oficial al Republicii Moldova about modification of name under the sanction of reimbursement for damages. Article 67 Premises of the legal entity (1) Premises of the legal entity shall be indicated in the formation document. (2) Establishment and change of premises are opposable to third parties from the moment of state registration. (3) The postal address of the legal entity is the premises. The legal entity may have other addresses for personal mail. (4) All the incoming documents and letters are considered as received by the legal entity. (5) The legal entity is obligated to publish a notice in Monitorul Oficial al Republicii Moldova about change of premises under the sanction of reimbursement for damages. Article 68 Responsibility of the legal entity (1) The legal entity is responsible with all the property it owns for its obligations. (2) The founder (member) of the legal entity bears no responsibility for obligations of the legal entity, while the legal entity bears no responsibility for obligations of the founder (member), with exceptions established by law or the formation document. Article 69 Reorganization of the legal entity (1) The legal entity shall be reorganized by fusion (merger or absorption), dissolution (division and separation) or transformation. (2) The decision of reorganization shall be adopted by each legal entity in part, under conditions providing for modification of the formation document. (3) In cases stipulated by law, reorganization of the legal entity through division or separation is made based on the decision of the law court. (4) If the fusion or separation creates a new legal entity, this shall be constituted under conditions stipulated by law regarding forming of the respective legal entity. (5) Reorganization produces effects in regard with third parties only after the date of state registration of newly appeared legal entities, except the reorganization through absorption, which
produces effects on the date of registration of amendments in the Formation document of the absorbent legal entity. Article 70 Succession in case of reorganization of legal entities (1) In case of fusion of the legal entities, the rights and obligations of each of them are transferred to the newly created legal entity in conformity with the deed of transfer. (2) In case of absorption of one legal entity by the other, the rights and obligations of the absorbed legal entity are transferred to the absorbent legal entity in conformity with the deed of transfer. (3) In case of division of the legal entity, its rights and obligations are transferred to the newly created legal entities, in conformity with the split balance sheet. (4) In case of separation, to each legal entity participating in the reorganization (existing or which are being created) a part of rights and obligations of the reorganized legal entity is transferred, in conformity with the split balance sheet. (5) In case of reorganization of the legal entity through transformation, the rights and obligations of the reorganized legal entity shall be transferred to the newly emerged legal entity, in conformity with the deed of transfer. Article 71 The deed of transfer and the split balance sheet (1) The deed of transfer and the split balance sheet should contain provisions regarding succession of the entire property of the reorganized legal entities regarding all rights and obligations related to all its creditors and debtors, including the obligations disputed by the parties. (2) The deed of transfer and the split balance sheet shall be confirmed by founders (members) of the legal entity or the board of the legal entity authorized with such functions based on law or charter, which made the decision on reorganization of the legal entity and shall be submitted jointly with the charters of the newly established legal entities for state registration or for making of amendments in the charters of the existing legal entities. Article 72 Guarantee of rights of legal entities on its reorganization (1) The reorganization shall be made only after prior notification of each creditor and after publication of a notice regarding such reorganization in Monitorul Oficial al Republicii Moldova. (2) The members of the executive board of the legal entity participating in the reorganization shall jointly be responsible for the damage caused to the participants and creditors through reorganization, during a period of three years from the date of reorganization. (3) The creditor of the legal entity undergoing reorganization reserves the right to claim paying off or anticipatory discharge of obligation, whose debtor is the legal entity is under reorganization, and, reimburse for the damage. (4) The legal entities participating in the reorganization are jointly responsible for the obligations, which have arisen before reorganization of reorganized legal entities, if it is impossible to determine the successor based on the deed of transfer and the split balance sheet. Article 73 Fusion of legal entities (1) The fusion is made through merger or absorption. (2) The merger results with termination of existence of the participating legal entities and full transfer of rights and obligations to the newly created legal entity. (3) Absorption results with termination of existence of the absorbed legal entities and full transfer of rights and obligations to the absorbent legal entity.
(4) In cases provided by law, the fusion can be determined by the existence of a permission of the relevant state authority. Article 74 The draft of the Fusion Contract (1) For the purpose of fusion, the authorized board of the legal entity shall prepare the draft of the Fusion Contract. (2) The draft fusion Contract should stipulate: a) Name and premises of each legal entity participating in the fusion; b) Substantiation and conditions of fusion; c) Property which is being transmitted to the beneficiary legal entity; d) Report on changed participation; e) Form (mode) of fusion merger or absorption; f) Date of the deed of transfer, which is the same for all legal entities involved in the fusion process. (3) If the legal entities fuse through merger, the draft of the Fusion Contract should stipulate the name, premises and the executive board of the legal entity, which is being constituted. The draft of the formation document of the legal entity, which is being constituted, shall be attached to the draft Fusion Contract. (4) The draft Fusion Contract is prepared in a written form. (5) If the approved draft Fusion Contract is affected by a condition, this shall be canceled with retroactive effect in case the condition was not fulfilled within one year from the date of approval. The draft contract can provide for a shorter term or a warning term. Article 75 The decision on fusion (1) The contract on fusion produces effects only it is approved by the meeting of the shareholders of each legal entity participating in the fusion. (2) The decision on fusion shall be adopted with 2/3 of the total number of participants' votes, if the Formation document does not provide for a larger majority. Article 76 Protection of creditors of legal entities under fusion (1) Within 15 days from the adoption of the decision on fusion, the executive board of the legal entity participating in the fusion is obligated to inform in writing all the known creditors, whose claims emerged before the adoption of the decision on fusion and publish a notice regarding such fusion in two consecutive editions of Monitorului Oficial al Republicii Moldova. (2) The creditors, in a term of two months from the publication of the last notice, can claim guarantees from the legal entity, which undergoes fusion, to the extent they cannot claim recovery of debts. The creditors reserve the right to guarantees only if they prove that through fusion, debt pay-off will be jeopardized. (3) The creditors reserve the right to inform the registration body about debts of the debtor, which is undergoing fusion. Article 77 Applying for registration of fusion (1) After expiration of three months from the last published notice about the fusion, the executive board of the absorbed legal entity or of the legal entity which is participating in the merger, shall submit an application to the registration authority which registered it, requesting registration of such fusion. The following is attached to the application: a) Authenticated copy of the fusion contract; b) The decision on fusion of each participating legal entity;
c) Proof of offered guarantees accepted by the creditors or payment of debts; d) Authorization of fusion, if necessary. (2) After expiration of the term provided in paragraph (1) of this article, the executive board of the absorbent legal entity or of legal entities which are merger, shall submit an application for registration with the registration authority, where the absorbent legal entity was registered, or where the legal entity which is being constituted has to be registered. The application should have as attachments all acts enumerated in paragraph (1) of this Article The legal entity, which is being constituted, shall attach also the acts necessary for registration of the legal entity of the respective type. Article 78 Registration of the fusion (1) Registration of the fusion is done at the state body, where the absorbent legal entity is registered or the newly constituted legal entity has to be registered. (2) The state body, where the absorbent legal entity is registered or the newly constituted legal entity shall inform the registration body, where the absorbed legal entity is registered or the merger legal entities, about registration of such fusion. The registration body, where the absorbed legal entity or the merged legal entities are registered, shall record in the state registry book the date when such absorption or merger was produced and shall send to the state body which registered the fusion, all the acts of the dissolved legal entities, in order to safeguard them. (3) After the recording made in conformity with paragraph (1) of this article, the absorbed legal entities or those which merged, shall be considered as dissolved and are erased from the state registry. Article 79 The effects of registration of the fusion (1) From the moment of registration of the fusion, the property of the absorbed legal entity or legal entities participating in the merger shall be transferred to the absorbent legal entity, or, respectively, to the newly constituted legal entity. (2) After registration of the fusion, the absorbent legal entity and respectively the newly constituted one, shall include in their balance sheet the assets and liabilities of the dissolved legal entity, while the property which is subject to registration, shall be registered as property of the absorbent or newly constituted legal entity. Article 80 Separation of the legal entity (1) Separation is made through division or separation. (2) Separation of the legal entity results with its cancellation and transfer of rights and obligations to two and more legal entities, which are being created. (3) Separation results with detachment of a part of the property of a legal entity, which was not cancelled and its transfer to one or more legal entities, which are being created. Article 81 Separation draft (1) The draft on separation of the legal entity shall be prepared by the executive board and should include the following: a) Name and premises of the legal entity which is being separated; b) Name and premises of the legal entity which is being constituted as a result of separation or a part of the property is transmitted; c) The part of the property which is transmitted; d) The report on changes of shares in the case of commercial organizations;
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e) The procedure and term of transfer of shares of legal entities with lucrative objective, which is being separated and receipting of shares of legal entities with lucrative objective which are being constituted or existing ones and date when these give the right to dividends; f) Date when the balance sheet on split is prepared; g) Consequences of separations for the employees; h) Number of shareholders which are transferred to the legal entity which is being constituted; (2) The draft of separation shall be prepared in written form. (3) The draft of separation shall have as attachments the Formation document of the legal entity, which is being constituted. Article 82 Approval of the draft on separation (1) The draft on separation shall be approved by the meeting of the shareholders with 2/3 from the total number of votes, if the Formation document does not provide a large majority. (2) The meeting of shareholders with a majority indicated in paragraph (1) of this article shall approve the Formation document of the legal entities which is being constituted and shall appoint its executive body. Article 83 Protection of creditor of the legal entity under separation For protection of creditors of the legal entities under separation, provisions of article 78 of the present Code shall be applied. Article 84 Application for registration of separation (1) The executive board of the legal entity which is being separated, shall submit after expiration of a 3-months term from the last publication regarding separation, an application for registration of separation, to the state body where it is registered and another application to the state body, where the constituting legal entity should be registered or where it is registered the legal entity to which a part of the property is transferred. The application should contain attached: the draft on separation, signed by participating representatives of the legal entity and proof of offered guarantees accepted by creditors or paid debts; (2) The necessary acts for registration of the legal entity of the respective type should be attached to the application submitted to the state body where the legal entity, which is being constituted, should be registered. Article 85 Registration of separation (1) The separation is registered at the state body where the separated legal entity is entered into the registry. The separation is registered only after registration of the constituted legal entities or registration of amendment of the Formation document of the legal entity, to which a part of the property is transferred. (2) The state body where the legal entity, which is being constituted, has to be registered or the one where the legal entity which is receiving a part of the property is registered, should inform the state body, where the separated legal entity is registered and about registration of the newly constituted legal entity or amendment of the Formation document of the legal entity which is receiving a part of the property. (3) The state body where the separated legal entity is registered, shall register separation and, should the case be, shall erase the legal entity which divided and shall inform about it the state body which registered the constituted legal entity or the amendment of the formation document of the legal entity which is receiving a part of the property. The latter shall record the date when the separation was produced.
(4) The separation produces effects from the moment of its registration with the state body, where the separated legal entity is registered. (5) After registration in conformity with paragraph (1) of the present article the separated legal entity is considered as dissolved and shall be erased from the state registry. Article 86 Effects of separation (1) From the date of separation, the property of the separated legal entity or a part of it, shall be transferred to the constituted or existing legal entities. (2) The newly constituted legal entity or the existing one shall receive the property and include it into its balance sheet based on deed of transfer, and as the case may require, shall register the assets subject for registration. Article 87 Transformation of legal entities (1)The transformation has as effects, a changed form of the legal entity through modification of the Formation document as provided by law. (2) The transformation should combine also the conditions provided by the law for the form, which the existing legal entity is transformed into. Article 88 Dissolution of legal entity (1) The legal entity shall be dissolved through: a) Expiration of the term established for its duration; b) The objective for which it was constituted has been reached or impossibility to fulfill it; c) The decision of the competent authority of the legal entity; d) The decision of the law court in case provided for by article 91 of the present Code; e) Insolvency or cessation of the process of insolvency in regard with insufficiency of debtors; f) The fact that the legal entity with non-lucrative objective or the cooperative has no shareholders; g) Other reasons provided by law or the Formation document. (2) Dissolution of the legal entity result with starting of the liquidation process, except cases of fusion and separation, which resulted with dissolution without liquidation of the legal entity which ceases its operation, and full transfer of the property to beneficiary legal entities, in the conditions it was on the date of fusion of separation. (3) The legal entity shall exist further after dissolution as well, to the extent it is necessary for the purpose of liquidation of the property. (4) From the moment of dissolution, the administrator cannot undertake new operations, otherwise he is personal and solidary responsible for the operations he performed. This interdiction is applicable from the date of expiration of the fixed term established for the duration of the society, or from the date when the meeting of the participants adopts the dissolution decision or the law court adopts it. (5) The competent authority of the legal entity can return to the decision of liquidation of reorganization, if the property is not distributed between the members or it is not transmitted to other persons. (6) On the date when the legal entity is dissolved, the administrator of the legal entity becomes a liquidator, if any other person is not appointed by the competent authority to act as liquidator.
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Article 89 Dissolution of the legal person by the court (1) The court dissolves the legal person if: a) its formation is vicious; b) the Articles of incorporation do not correspond to the law provisions; c) it does not correspond to one of the organizational forms provided by the law; d) its activity contravene the public order; (2) The legal entity will not be dissolved in case the court grants a period after its expiration also, the legal entity corresponds to the law provisions. (3) The court may dissolve the legal entity in case its form contravenes to the provisions of the present Code or if its activity contravene the charter. (4) The dissolution is declared at the request of the shareholder, prosecutor or if it the case by Ministry of Justice. Article 90 Fiduciary administration (1) The court, which examines the dissolution of the legal entity may put the assets of the entity under fiduciary administration. The court will specify in its decision the date when the fiduciary administration is instituted. The court appoints one or more fiduciary administrators and determines their competence and remuneration. (2) If the court does not dispose otherwise, the board of the legal entity cannot adopt any decision without prior consent of the fiduciary administrator and the representatives of the legal entity cannot conclude any act of the law without fiduciary administrators consent. (3) The court decision can be modified or reversed by the court. The fiduciary administration cease when the court decision regarding the dissolution enters into force. (4) The fiduciary administrators notifies the registering authority, where the legal entity is registered its decision and communicate the information required from an administrator. (5) the act of the law concluded by a legal entity before the registration of the fiduciary administration, without taking into consideration the limitations of the fiduciary administration, is valid, if the other part did not know or should not know whether the administration is instituted. Article 91 Registration of dissolution (1) When the legal entity dissolves for one the reason provided in the Article 90 paragraph 1 a, b, c, f and g, the board of the legal entity applies for dissolution to the authority, which registered the legal entity. When the legal entity dissolves according to a decision adopted by the General Assembly, the decision will be annexed to the application. (2) When the court pronounces the decision, it should send a copy of the decision to the authority, which registered the legal entity. (3) The application and the court decision constitute a base for the registration of the dissolution. (4) From the date of registration of dissolution of the legal entity all the documents issued by the legal entity should contain the mention in the process of dissolution. Otherwise the liquidator would be responsible for the damage caused to the third party. Article 92 Liquidator of the legal entity (1) Liquidator may be an individual of the full legal age with a full active capacity who is a citizen of the Republic of Moldova and resides in the territory of the Republic of Moldova. Additional conditions for the liquidator shall be established by the law. (2) Liquidator finalizes current operations, enhances claims, transforms other goods into funds and satisfies the requirements of the creditors.
(3) Liquidator has the same powers, obligations and responsibilities as the administrator as long as they are compatible with the activity of the liquidator. (4) If there are appointed more liquidators, they represent a legal entity in common, if the Formation document or decision does not provide otherwise. (5) Right after up-taking the function, the liquidator together with the administrator make an inventory and draft a balance sheet that would state the exact situation of the active and passive and sign them. (6) The liquidator is obliged to receive and preserve the assets of the legal entity; his/her registers and acts. S/he is obliged to keep a registry with all liquidating operations according to their date. (7) The liquidator may be dismissed at any time by the institution or court that appointed him/her. The same decision appoints another liquidator. The revoked liquidator presents a report on the activity to the newly appointed liquidator. If the newly appointed is appointed by a court the report is presented to the court. (8) The remuneration to the liquidator is set by the institution or court that appointed him/her except the case foreseen by the law. Article 93 Registration of the liquidator (1)Liquidator has to notify the authority where the legal entity is registered about his appointment as a liquidator and to communicate the information required from a liquidator. Liquidator has to annex the decision regarding his appointment. (2) The name, surname, domicile, number of the ID and personal code of the liquidator will be entered into the registry. Article 94 Notification of the creditors (1)After his appointment the liquidator has to publish an announcement regarding the liquidation of the legal person in two consecutive issues of the Monitorul Oficial al Republicii Moldova. (2) The liquidator notifies, all known creditors about the dissolution within 15 days from the date of his appointment and the term for submission of the claims. Article 95 Term for the submission of claims (1)A claim will be submitted within 6 months upon the last publication in the Monitorul Oficial al Republicii Moldova. The decision on dissolution can provide a longer period. (2) In case the liquidator rejects a claim, the creditor shall appeal to the court within 30 days after the date he has been informed about the rejection. Article 96 Draft of the liquidation balance sheet (1) In fifteen-day period from the date of expiration of the period for submission of the claim, the liquidator shall draft a liquidation balance sheet that would reflect the value of the balance and market of the assets of the legal entity, including the claims, the list of debts of the legal entity recognized by the liquidator and those which are in the court roll. (2) The draft of the liquidation balance sheet is presented for approval to the institution or court that appointed the liquidator. (3) In case from the draft of the balance sheet results an excess of the passive assets the liquidator has to declare the insolvency of the legal entity. The liquidator can continue the liquidation procedure without to declare the insolvency, if he has the consent of all the creditors.
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Article 97 Protection of rights of debtors The decision on reorganization or liquidation except the procedure of insolvency does not result with decrease of debts that did not reach settling day. Article 98 Deposition of sums due to the creditors The sums due to known non-claiming creditors, and creditors who did not come to receive performance, shall be deposited on bank accounts on creditors name. Article 99 Distribution of assets of legal entities with lucrative objective (1) The assets of the dissolved legal entity with lucrative objective, which remained after the claim of the creditor is satisfied, shall be transmitted by the liquidator to the shareholders in proportion equal to their participation in the social capital. (2) The liquidator shall make the calculations and prepare the report regarding liquidation, from which will result the amount and composition of the remained assets. If two or more shareholders reserve the right to the assets of the legal entity, the liquidator shall prepare the draft of distribution of assets, based on which the principles of distribution shall be established. (3) The liquidator is not obligated to alienate the assets of the dissolved legal entity, if fulfillment is not necessary to satisfy the debt of the debtors and if the shareholder of the legal entity gave their consent for it. (4) The draft on distribution of assets, the calculation and the report on liquidation shall be submitted for approval to the board or legal court, which appointed the liquidator. The board or authority which appointed the liquidator can make amendments to the draft on distribution, taking into consideration the will of the shareholders. Article 100 Distribution of assets of legal entities with non-lucrative objective (1) The assets which remained after creditors debts are satisfied, shall be distributed between persons, according to the Formation document, or in the case provided by the Formation document, in accordance with the decision of the general assembly, are entitled to them. (2) If the legal entity with non-lucrative objective is constituted to exclusively satisfy the interests of its shareholders and the Formation documenter decision of the General Assembly do not provide persons reserving the right to assets of the dissolved legal entity with non-lucrative objective, all the persons which on the moment of dissolving acted as shareholders, reserve the right to the remainder property. The assets shall be distributed equally between these persons. (3) If the assets cannot be distributed according to provisions of paragraph (1) and (2) of the present article, these shall be transferred to the state, which will use them for fulfillment of statutory objectives and duties of the liquidated legal entity with non-lucrative objective. Article 101 Term of distribution of assets The assets of the dissolved legal entity can be distributed to persons justified earlier than 12 months from the date of the last publication regarding dissolution and 2 months from the moment of approval of the liquidation balance sheet and the plan of distribution of assets, if these documents have not been disputed in the law court or if such claim was rejected based on an irrevocable court decision.
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Article 102 Erasing of the legal entity from the registry book (1) after distribution of net assets, the liquidator should submit an application to the state registration body regarding erasing of the legal entity from the registry book. (2) All the acts necessary for liquidation should be attached by the liquidator to the application for erasing. Article 103 Re-opening of the liquidation procedure (1) Should the case be that after erasing of the legal entity a creditor appears or a justifier to obtain the balance, or the existence of assets is attested the law court can, on request of any interested person, re-open the liquidation procedure and if necessary can appoint a liquidator. In this case the legal entity is considered as existent again, but exclusively for the purpose of fulfillment of the re-opened liquidation. The liquidator is authorized to claim from the relevant persons, reimbursement of the part they received more than were entitled to. (2) For the period the legal entity did not exist, the course of the extinctive prescription of the right for action of the legal entity or in regard with the legal entity. Article 104 Insolvency of legal entity Based on the decision of the law court the legal entity is considered insolvent, in case it cannot fulfill its obligations of payment in regard with creditors. The grounds and procedure for recognizing a legal entity as insolvent shall be established by the law court based on the law provisions. Article 105 Affiliations of the legal entity (1) The legal entities may constitute affiliations in the Republic of Moldova and abroad, in case the law or the charter does not provide otherwise. (2) The affiliations of the legal entities do not bear legal entitlement. Article 106 Representative (1) The representative is a separated subdivision of the legal entity found outside its premises which represents and defends the interests of the legal entity. (2) The representative is not a legal entity. Article 107 General provisions regarding the associations of the legal entities (1) The legal entities, for the purpose of coordination of their activities, as well as for the purpose of representing and defending common interests, can establish associations. If based on decision of the participants it is provided that the associations shall conduct entrepreneurial activity, such an association shall be organized in a commercial society as stipulated in the present Code. (2) The associates of the associations keep their independence and legal status. (3) The property transmitted to the association by its founders (associates) is the property of the association. The association shall use this property for purposes established by its charter. (4) The association is not responsible for the liabilities of its associates. The members of the association bear subsidiary responsibility for its obligations to the extent and in the manner stipulated by the charter. (5) Peculiarities of the legal status of the association of legal entities are established by the present Code and the laws on non-commercial organizations.
Article 108 Publications of the legal entity Should the law or the formation document provide for the publication of information in periodicals of the legal entity, this shall be published in the Monitorul Oficial al Republicii Moldova. The charter can stipulate publication of information regarding the society in other periodicals as well.
2. TRADING COMPANIES 1. COMMON PROVISIONS Article 109. General provisions on trading companies (1) Commercial organizations with registered share capital divided in shares of founders (members) are considered as trading companies. The company shall be the owner of and with the property right on the property created by means of contributions from founders (members) and property accrued by the economic company during its activity. In cases provided by this Code the economic company may be founded by a single person. (2) The trading company shall be incorporated only as partnership, limited partnership, limited liability company, joint-stock company. (3) Trading companies can be founders (members) of other trading companies, with exception of cases provided by this Code and other laws. (4) Financial means, shares, other assets or property rights may serve as contribution to the property of the trading company. The money evaluation of members contribution to the economic company shall be made by the consent of companys founders (members) and shall be susceptible to an independent control executed by experts (audit). Article 110. Incorporation of trading company (1) The trading company shall be established by an incorporation act certified by the notary. (2) Each founder must contribute, in the amount specified by the incorporation act, to the formation of the registered share capital needed to accomplish the goal set. Article 111. Incorporation act of the trading company (1) The incorporation act of the trading company must include the following: (a) First and last name, place and date of birth, place of residence, citizenship and identity card data of the individual entity founder, and the name, headquarters, nationality, registration number of the legal entity founder; (b) Company name; (c) Object of activity; (d) Associates contributions, manner and term of payment thereof; (e) Value of assets contributed in kind and evaluation manner, if such contributions have been made; (f) Headquarters; (g) Structure, attributions, incorporation and operation mode of companys management; (h) Representation mode; (i) Companys subsidiaries; (j) Other data specified by legislation for the relevant type of trading company.
(2) The incorporation act may evolve from the provisions of this title only in cases provided expressly. (3) The incorporation act may provide other clauses which shall not violate legislation. (4) The incorporation act shall be prepared in the state language and shall be signed by all founding associates. Article 112. State registration of the trading company (1) The trading company shall be registered in the term and manner set by legislation by the state registration authority in the district of companys headquarters location. (2) If the company is not registered in ninety days from the date the incorporation act was certified, the members of the company shall have the right to exonerate themselves from liabilities coming from their subscriptions, if otherwise provided by the incorporation act. Article 113. Nullity of the trading company. (1) The company may be declared null by a court decision. (2) The decision on nullity of the company shall be made only if: (a) the incorporation act is absent or it is not certified by the notary; (b) the object of the company is illegal or violates the public order; (c) the incorporation act does not specify companys name, associates contributions, the size the subscribed share capital or companys goal; (d) the legal dispositions on the minimal registered share capital have not been observed; (e) all founders were under a disability on the date the company was incorporated;. (3) The provisions of the decision declaring the nullity of the company shall be published in companys publications during fifteen days as of the date of the final decision. Article 114. Effects resulted from the nullity of the trading company (1) The company shall dissolve and go into liquidation on the date when the court decision declaring the nullity shall remain final. The court decision declaring the nullity shall appoint the liquidator of the company. (2) Companys nullity shall not affect the legal acts signed on the name of the company, except for the case provided in paragraph (3) of this Article (3) If the company declared null is insolvent, it shall be liquidated in conformity with provisions of the Law on insolvency. (4) The associates, to whom companys nullity is imputable, shall be liable unlimitedly, jointly and severally in respect to other associates and third parties for the prejudice caused by the nullity of the company. Article 115. Formation of the registered share capital of the trading company (1) The registered share capital shall determine the minimum value of assets to be held by the company. (2) The registered share capital shall be created from the contributions of founders, expressed in lei. (3) The registered share capital shall be deposited entirely in maximum 6 months as of the date of companys registration. (4) The unique associate shall pay the contribution entirely until the date of companys registration.
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Article 116. Contribution to the registered share capital of the trading company (1) The contribution to the registered share capital shall be made in money, if otherwise provided by the integration act. (2) Works executed and services rendered during the incorporation and existence of the company shall not be deemed as contribution to the formation or rise of the registered share capital. (3) On the date of company registration each associate is obligated to pay in cash at least 40 percent of the subscribed contribution, if the law or the articles of association do not provide a higher fraction. (4) The interests shall not be calculated for the contribution to the registered share capital, except for the cases set forth by legislation. (5) If the associate did not pay the contribution in time, any associate shall have the right to demand in written the payment of the contribution, giving him an additional term of not less than one month and notifying him about the possibility to be excluded from the company. (6) If the associate does not pay the contribution in the additional term, he shall loose the right on the share and on the fraction paid. The associate shall be notified about these facts. Article 117. In kind contribution to the registered share capital of the trading company (1) Any assets in civil circuit shall serve as object of the in kind contribution. (2) The assets shall be deemed as passed on with ownership right, if otherwise provided by the incorporation act. (3) Debts and non-patrimonial rights can not serve as contributions to the creation or increase of the registered share capital of the trading company. This rule shall also be applicable to the undisclosed partner. (4) The associates of the partnership and active associates may be obligated to execute works or render services with the title of social contribution, which shall not be deemed as contribution to the formation or increase of the share capital. In exchange for this contribution the associates shall have the right to participate, in accordance with the incorporation act, in dividing the benefits and social assets. At the same time they shall be obligated to participate in losses. (5) The in kind contribution must be deposited in the term provided by the incorporation act, but not later than the term indicated in paragraph (3) of article 117 of this Code. In case of increase of the share capital, the contribution shall be paid in the term set by the general meeting, but not later than 60 days from the adoption of the decision on increase of the share capital. (6) The value of in kind contribution shall be approved by general meeting. (7) The contribution in claims shall be considered paid only after the company shall receive the payment of the amount of money representing the object of claims. Article 118. Rights of trading companies members (1) The members of trading companies shall have the right to: 1) participate in companys management and operation with conditions specified by the law and the incorporation act; 2) know the information about companys activity and to see the accounting documents and other documents as provided by law and articles of association; 3) participate in distribution of companys profit, proportionally to quote of participation to the share capital; 4) receive, in case of companys liquidation, a part of the value of companys assets remained after satisfying creditors claims, proportionally to their participation in the share capital.
5) Members of the trading company may have other rights provided by this Code, legislation on trading companies or companys articles of association. (2) The incorporation act may specify another method of distribution of companys profit or assets than the one indicated in paragraph (1) of this Article. However, nobody shall have the right to the entire profit of the company and shall not be exonerated from losses incurred by the company. (3) The associate shall have the right to demand, on behalf of the company, from other members to repair the prejudice caused thereby, if the management refuses to do so. Article 119. Obligations of trading companies members (1) The members of the trading company are obligated to: a) transfer the contribution to the share capital in the order, amount, manners and term provided by the articles of association; b) not disclose confidential information about companys activity; c) inform immediately the company about the change of the place of residence, and respectively headquarters, name, company name and other information necessary to execute the rights and accomplish the mutual obligations of the associate and the company; d) the members of trading companies may have other obligations provided by law or articles of association. (2) Without companys consent the associate shall not have the right to practice activities similar to the activities carried out by the company. The associates consent shall presume, prima facie evidence, for the activities, of which the associates have been informed on the date of acceptance as an associate. (3) If the associate violates the provisions of paragraph (2) of this article, the company may demand the reparation of prejudice or transfer of rights or benefits resulting from signed agreements. The demand on repairing the prejudice or transferring the rights and obligations or benefit shall be prescribed in three months from the date on which the associates learned or had to learn about the termination of act, but no later than one year from the termination date of the legal act. Article 120. Affiliate trading companies Affiliate trading companies shall be considered those companies, which in their mutual relations are: (a) enterprises in majority possession and enterprises of majority interest; (b) dependent and dominant enterprises; (c) enterprises of the concern; (d) enterprises with mutual interest. Article 121. Enterprises in majority possession and enterprises of majority interest (1) If the majority of shares of an enterprise independent from the legal point of view or the majority of votes within it belong to another enterprise, this enterprise is considered an enterprise being in majority possession. The enterprise owning the majority of shares of another enterprise or the majority of votes thereof is an enterprise of majority interest. (2) The enterprise in majority possession shall not have the right to own directly or indirectly shares in the registered share capital or votes of the enterprise of majority interest. (3) The enterprise of majority interest shall be liable subsidiary for the obligations of the enterprise in majority possession, if the latter became insolvent as a result of execution of dispositions given by the enterprise of majority interest.
Article 122. Dependent and dominant enterprises (1) Dependent enterprises are enterprises upon which another enterprise (dominant enterprise) may exercise directly or indirectly a dominant influence. (2) It shall be presumed that the enterprise in majority possession shall be dependent on the enterprise of majority interest in this enterprise. Article 123. Concern and enterprise of the concern (1) If more enterprises, without an enterprise being dependent on the other, are re-united under a single management, thereafter these enterprises form a concern. Each enterprise is an enterprise of the concern. (2) Enterprises, which have an agreement according to which an enterprise subordinates its administration to another enterprise or is obligated to transfer its entire revenue to another enterprise or the enterprises of which one is integrated (incorporated) into another, shall be considered a concern. (3) It shall be presumed that the dominant enterprise together with the dependent enterprise form a concern 2. PARTNERSHIP Article 124. General provisions on partnerships (1) The company, which members, in conformity with the articles of association, are engaged in entrepreneurial activity on the name of the company and bear unlimited, joint and several responsibility for obligations thereof, shall be considered as partnership. The clause limiting the responsibility shall not be opposable to third parties. (2) The number of associates can not be less than 2 and greater than 20 individual or legal entities. An individual or legal entity may be an associate only of a partnership. (3) It is mandatory that the name of the partnership includes the syntagma partnership in the state language or the abbreviation P, full names and company names of associates. If full names and company names of all associates are not included, the name must include the full name and company name of at least one of the associates and the syntagma and the company in the official language or the abbreviation and Co. Article 125. Articles of association of partnership (1) The articles of association of partnership, except for the facts mentioned in paragraph (1) of article 113 of this Code, must include clauses on quantum and contents of registered share capital of the company and the manner of passing on the contributions; size and manner of modifying the shares of each participant to the share capital; members responsibility for violating the obligations to pass on the contributions; procedure of adopting decisions by associates; procedure of accepting new associates; reasons and procedure of receding and excluding an associate from the company. (2) The incorporation act may be modified only by unanimous vote of all associates.
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Article 126. Partnership management (1) The management of the partnership shall be accomplished by the consent of all members. The articles of association of partnership may provide cases when the decisions shall be adopted by the majority of members votes. (2) Each member of the partnership shall have a single vote, if the articles of association do not specify another way of determining the number of votes of members thereof. Article 127. Partnership administration (1) Each member of the partnership shall have the right to act on behalf of the company, if articles of association do not specify that all its members shall manage the company in common or the administration thereof shall be delegated to certain members or to a third party. (2) Administrators authorities shall be limited by the object of the company. The approval of all associates shall be needed to undertake actions beyond these limits. (3) In case of joint administration, decisions must be made unanimously. If company administration is delegated to one or several persons, in order to sign legal acts on the name of the company, the rest of members must have powers of attorney from the persons entitled to company administration. In respect to third parties the company has no right to invoke clauses of the articles of association limiting the authorities of company members, except for the cases when the company shall prove that the third party in the moment of signing the legal act knows or must be aware of the nonexistence of members authority to act on behalf of the company. (4) Each member of the partnership, indifferently of the fact that he is or not authorized to administer the company, shall have the right to get acknowledged personally or being assisted by an expert with all administration documentation of the company. The clause on excluding or limiting this right is void. Article 128. Partnership representation (1) All members of the company shall have the right and obligation to represent the company. (2) The incorporation act may stipulate the right of one or more members to represent the company. In this case the rest of associates shall have no right to represent the company. (3) If more members have the right of representation, each of them shall be entitled to act independently, if the incorporation act does not specify that they must act jointly. (4) In cases when administrators are appointed among third parties, the right to represent the company may be stipulated by the incorporation act. (5) Persons who have the right to represent the company shall be obligated to notify the state authority, where the legal entity is registered, about their appointment. (6) The provisions of incorporation act limiting the right of associates to represent the company shall not be opposable to third parties in good faith. Good faith shall be presumed. Article 129. Exoneration and waiver of the right to administer and represent the partnership (1) If ground reasons exist, the court may, upon the request of any member, exonerate a person of the right on company administration and representation. The serious violation of obligations or impossibility to exercise ones attributions shall be considered as ground reasons, among others. (2) Each member shall have the right to waive any time the right on company administration and representation by a statement addressed to persons entitled to represent the company.
Article 130. Distribution of partnerships revenue and losses (1) The revenues and losses of the partnership shall be distributed among its members proportionally with the participation quote to the registered share capital, if otherwise provided by the articles of association or other agreement between parties. The agreement on removing the member of the company from participation in distribution of companys revenue or losses is void. (2) The associate who acted in the interest of the company without authorization, shall have the right, in cases when the company has not accepted the legal acts signed thereby, to claim from the company for compensation for costs incurred, within the limit of benefits and savings obtained by the company as a result of his actions. (3) If, as a result of losses incurred, the net assets of the company become less than its social capital, the revenue obtained by the company shall not be distributed among its members until the values of net assets exceed the quantum of share capital. Article 131. Responsibility of partnership members for company obligations (1) The members of the partnership shall bear subsidiary, joint and several responsibility with their entire property for companys obligations. (2) Partnerships member, who is not the founder thereof, shall bear responsibility in an equal extent with other members for obligations arisen until his incorporation in the company. (3) The member who receded from the company shall bear responsibility for obligations arisen until his departure from the company in an equal extent with the remaining members, during two years from the date of approval of the report on the activity of the company for the year when he dropped the company. (4) The associate against whom legal actions are proceeded for companys obligations shall have the right to oppose only the exceptions to which the company or the associate personally is entitled to. (5) The approval of companys members on limiting or removing the responsibility provided by this article is null. Article 132. Modifying the partnership membership (1) In case of receding or death of a member of the partnership, acknowledgement of one of them as disappeared unexpectedly, under disability or insolvent, initiating in respect to one of the members the procedure of reorganization based on a court decision, liquidating the legal entity member of the company or pursuing members share in the registered share capital by a creditor of a member, the company may continue its activity, if this is provided by the articles of association of the company or the relevant decision is adopted unanimously by the remaining members. (2) Partnership members shall have the right to claim from the court to exclude from the company one of its members by an unanimity of votes of remaining members and based on ground reasons. (3) If one of the members retrieved from the company, the shares from the share capital of the remaining members shall increase accordingly, if otherwise provided by articles of association or by members agreement. (4) The member of the partnership, with the approval of other members, may pass on his share in the share capital or a part thereof to another member of the company or to a third party. Once the share has been transferred to another person, this person shall be given, entirely or accordingly to the transferred part, the rights of the member who transferred the share.
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Article 133. Retirement of a partnership member (1) The partnership member shall have the right to recede from the company with the condition of advance notice given to the rest of associates with at least six months until the date of retirement. (2) The agreement among company members regarding the waiver of the right to recede from the company is void. Article 134. The effects of retirement of a partnership member (1) The member who receded from the company shall be paid the value of the part of the property corresponding to his quote in social capital, if otherwise provided by articles of association. (2) By the agreement reached between the receding member and the remaining members, the payment of the property value may be replaced with in kind property transfer. (3) The part of companys property or its value, to which the receding member is entitled to, shall be determined based on the balance made in the moment of retirement. Article 135. Decease or reorganization of a partnership member (1) Successors of the deceased or reorganized member of the partnership may become associates only upon the approval of all members, if the incorporation act does not prohibit or does not provide a majority of votes. (2) If associates do not accept successors as associates, the company shall be obligated to pay them their part of net assets, determined on the date of decease or reorganization proportional to their part in the share capital held by the deceased or reorganized associate. (3) The successor of the partnership member shall be responsible for obligations for which in conformity with paragraphs (2) and (3) of article 133 of this Code, the member who receded was responsible, within the limits of property passed to the successor. Article 136. Pursue of members quota in social capital of the partnership (1) The pursuing of a members quota in the social capital of the partnership for his debts, not connected with participation in the company (personal debt), shall be allowed only in case of insufficiency of other property of this member to pay the debt. Creditors of such member shall have the right to claim from the partnership the separation of the part from companys property corresponding to the quota of the debtor in the social capital, in the purpose of pursuing this property. The part of companys property susceptible to the separation or the value thereof shall be determined based on the balance prepared on the date of advancing creditors claims in regards to separation. (2) The pursuing of the property corresponding to the quota of the member in the social capital shall condition the exclusion of the member from the company and shall draw the effects provided in paragraphs (2) and (3) of article 133 of this Code. Article 137. Dissolution of partnership (1) The partnership shall be dissolved in cases when a single member remains in the company. (2) The last member of the partnership shall have the right in six months to reorganize this company as provided by this Code.
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Article 138. Reorganization of partnership (1) If the partnership is reorganized into a joint-stock company, limited liability company, or cooperative, the associates shall continue, in terms of three years, to be responsible jointly and severally and unlimitedly for obligations assumed until reorganization. (2) The associate shall not be exonerated from responsibility neither in the case when until the expiration of three years he alienates the right on sharing. 3. LIMITED PARTNERSHIP Article 139. General provisions on limited partnerships (1) Limited partnership is a trading company in which along with members who undertake on behalf of the company entrepreneurial activity and are responsible for its obligations unlimitedly, jointly and severally (active partners), one or more financing members (undisclosed partners) exist, who do not participate in the entrepreneurial activity of the company and bear within the limit of their contributions, the risk of losses resulting from companys activity. (2) A person may be active partner only in one limited partnership. The member of partnership can not be active partner in a limited partnership. The active partner from the limited partnership can not be member of a partnership. (3) The name of the limited partnership shall include the full name or the company name of active partners and the syntagma limited partnership in the state language or the abbreviation LP. If full names or company names of all active partners are not included, the name must include the full name or company name of at least one of the active partners and the syntagma and company or the abbreviation and Co. If the company name includes full name or company name of the undisclosed partner, the latter is responsible unlimitedly, jointly and severally. (4) The provisions on partnerships shall be applicable to the limited partnership in the extent in which this Code does not contain express norms on limited partnerships. Article 140. Articles of associations of limited partnership (1) The articles of associations of the limited partnership, except for the facts mentioned in paragraph (1) of article 113 of this Code, must include conditions regarding the quantum and contents of the registered share capital of the company and the manner of passing on the contributions; size and method of modifying the quota of each active partner in the social capital; their responsibility for violating the obligations of passing the contributions; common volume of contributions invested by active partners; procedure of adopting decisions by associates; procedure of accepting new associates; basis and procedure of receding and excluding an associated from the company. Article 141. Management, administration and representation of the limited partnership (1) The limited partnership shall be managed by active partners. The way of company management, administration and representation by active partners shall be established by them in conformity with the rules of this Code on partnerships. (2) Undisclosed partners shall have no right to participate in limited partnership management and administration, or to represent it without a power of attorney. They shall have no right to dispute the actions of active partners related to company administration or representation within the limits of ordinary activity of the company. If actions
undertaken are beyond the limits of companys ordinary activity, a decision of all associates shall be needed. Article 142. Rights and obligations of undisclosed partners (1) The undisclosed partner shall have the right to: 1) receive his part from the revenues of the company accordingly to his quota in the share capital, as provided by the incorporation act; 2) get acknowledged with annual statements and balances and verify them with the data from registries and other justificative documents; 3) retrieve from the company at the end of the financial year and receive a part of companys assets proportional to his quota in the share capital, as provided by incorporation act; 4) pass on his quota in the share capital or a part thereof to another undisclosed partner or, if this is stipulated by the incorporation act, to a third party. Undisclosed partners shall have the preferential right in respect to third parties to buy the quota (or a part thereof). If the undisclosed partner passes on the entire quota to a third party, this fact shall condition his exclusion from the company. (2) The rules on competition interdiction shall not apply to the undisclosed partner, if otherwise provided by the incorporation act. (3) When limited partnership is registered, the undisclosed partner shall be obligated to pay at least 60% of his participation share that he is obligated to, and the difference shall be paid in the term established by the incorporation act. Deposit of contribution shall be confirmed by participation certificate issued to the undisclosed partner by the company. (4) The incorporation act of the limited partnership may provide other rights and obligations of the undisclosed partner. Article 143. Responsibility when becoming an undisclosed partner (1) The person becoming undisclosed partner of an existent company shall bear the risk of losses within the limits of his contributions and for obligations born until the moment of becoming an associate. The contrary clause is inopposable to third parties. Article 144. Reduction of undisclosed partners share (1) The reduction of undisclosed partners share shall not be opposable to third parties until the registration of reduction in the state registry. (2) The reduction of share shall not be opposable to creditors, which debts were born until the moment of reduction registration. Article 145. Alienation of undisclosed partners share (1) The share of the undisclosed partner may be alienated to third parties and it shall pass on to successors without the consent of associates, if otherwise provided by the incorporation act. (2) The undisclosed partners shall have the right of pre-emption in case of share alienation. Rules on the alienation of participation quota in the limited liability company shall be applied accordingly. (3) In case of integral alienation of the share, the quality of undisclosed partner shall cease.
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Article 146. Limited partnership dissolution (1) The limited partnership shall be dissolved if there is no active partner or no undisclosed partner and the company in six months from the retirement of the last undisclosed partner or the last active partner has not reorganized or has not accepted another active partner or undisclosed partner. (2) In case of dissolution of limited partnership, including as a result of bankruptcy, undisclosed partners shall have the priority right in respect to active partners to recover the contributions from companys property remained after satisfying all the claims of creditors. Article 147. Limited partnership reorganization (1) In case of limited partnership reorganization into a joint-stock company, limited liability company or cooperative, the active partners shall continue, in term of three years, to be responsible unlimitedly, jointly and severally, for obligations born until reorganization. (2) The active partner shall not be exonerated from the responsibility neither in the case when, until the expiration of three years, he alienates the right of participation in the share capital. 4. LIMITED LIABILITY COMPANY Article 148. General provisions on limited liability company (1) Limited liability company is a trading company with a registered share capital divided in shares according to the incorporation act and which obligations are guaranteed by the social property. (2) The limited liability company may be incorporated by one or more persons. (3) Company members shall not bear responsibility for companys obligations. They shall bear the risk of losses resulting from companys activity, within the limits of their contributions. (4) The associate who did not pay in time the subscribed contribution shall be responsible subsidiary for the obligations of the company, within the limits of unpaid particle (5) The limited liability company shall have a full name in the state language and also may have an abbreviated name. It is mandatory that the full or abbreviated name includes the words limited liability company or the abbreviation L.L.C.. Article 149. Incorporation act of the limited liability company The incorporation act of the company, besides the data indicated in paragraph (1) of article 113, must include: a) the size of the share capital; b) nominal value of shares. Article 150. Share capital of the limited liability company (1) The minimum value of the share capital of the limited liability company is stipulated by law. (2) The share capital is divided in share. Article 151. Reserve capital of the limited liability company (1) The company shall be obligated to create a reserve capital in amount of at least 10% of the size of the registered share capital. (2) The reserve capital may be used only to cover companys losses or to increase the share capital.
(3) The reserve capital shall be created by annual payments from companys benefit, in proportion of 5% of the net benefit, until reaching the size established by the incorporation act. (4) If the value of net assets decreases under the size of the share capital and the reserve capital, the payments into the reserve capital shall restart. Articles 152. Share of the associate of the limited liability company (1) The associates share shall represent the fraction from the share capital of the company established based on the size of the contribution to the share capital. (2) The associate shall hold a single share. Shares may have different sizes and shall be indivisible, if otherwise provided by articles of associations. (3) If the associate acquires another share or a fraction of the share of another associate, his share shall increase proportionally to the value of the accrued share. (4) The incorporation act of the company may limit the maximum size of the share of associates. Limitation can not be established only in respect to a certain associate. (5) If otherwise provided by the incorporation act, the associates can change the proportion between shares. (6) The company shall issue to the associate, who paid integrally the contribution, a certificate stating the share held and its size. (7) Additional contributions to the registered share capital shall be made in conformity with provisions of articles of association, proportionally to the contributions of each associate. The incorporation act may limit the obligation to pay additional contributions of a certain amount established proportionally to contributions. Article 153. Share of spouses in the limited liability company (1) The legal regime of joint property shall be applied to the share accrued during marriage. (2) Associates spouse can not claim for the division of the share and his/her acceptance in the company, if otherwise provided by the incorporation act. Article 154. Accrual by the limited liability company of its own shares (1) Limited liability company may accrue its own shares only if these have been fully paid and only in the following cases: a) based on the decision of the associates meeting adopted upon the request of the associate who advanced his share or a fraction thereof for sale; b) from the successors of deceased associate; c) forced execution of associates creditors debts; d) exclusion of the associate. (2) The share may be accrued by the company only on the account of assets that exceed the size of the share capital and of other funds, which the company is obligated to create and from which no payments are allowed to be made in the favor of associates. (3) The company which accrued a share in its share capital has no right to obtain for this share a part of the distributed profit and also has no right to participate in voting at the associates meeting. (4) The company shall be obligated to reduce the share capital in proportion with the value of the accrued share, if the share is not alienated in term of 6 months from the moment of accrual.
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Article 155. Alienation of share (1) The share or a fraction of the share may be alienated in a free manner to the spouse, relatives and allied relatives unlimitedly and to collateral relatives until the second grade inclusively, and to other associates of the company, if the incorporation act does not limit or exclude such a right. (2) The associate can not alienate the share until he pays integrally the contribution that he is obligated for, except for the cases of succession. (3) In case of alienation of share to other persons than those mentioned in paragraph (1) of this article, the associates shall have the pre-emption right. In this case the alienation shall be made under the terms of paragraphs (4)-(9) of this Article (4) The associate, who intends to alienate fully or partially the share, shall pass on in written his offer to companys administrator. The administrator shall notify all associates about the written offer in term of fifteen days from the date of transmittal. (5) Associates approval must be stated in written and passed on to the administrator in fifteen days from the date the offer was received. The associate shall indicate the size of fraction of the share he intends to accrue. (6) If there are more petitioners, each of them shall accrue a fraction of the share in the requested size. If no agreement is reached among petitioners, the share shall be distributed proportionally to the size of the share held by each of them. (7) If, in thirty days from the date the offer was passed on, the associates or the company did not purchase the share, this may be alienated to a third party at a price not lower than the one indicated in the offer. (8) In case of sale of the share or a fraction thereof violating the pre-emption right, each associate may, in term of three months from the date of the action, demand by legal means to be given the rights and obligations of the buyer. (9) The legal act on share alienation shall be certified by the notary. (10) Any clause contrary to provisions of paragraphs (2) - (9) of this article is void. Article 156. Pursuing the share by associates creditors (1) Associates creditors may pursue the share only based on the executory title, if the debts can not be satisfied on the account of other assets of the associate. (2) Creditors right on the share shall be executed observing the dispositions of article 157 of this Code. Article 157. Exclusion of the associate of the limited liability company (1) Associates meeting, the administrator, one or more associates may demand the exclusion of the associate: a) who delayed and has not paid fully the subscribed contribution in the additional period; b) who, being administrator, commits frauds damaging the company, uses companys assets for personal or third parties use. (2) The associate shall be excluded only by a court decision. (3) The excluded associate shall be reimbursed in term of six months the amount of paid contribution, without interest, but only after repairing the caused prejudice. The obligation to repair the prejudice shall continue in the part not covered by paid contribution.
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Article 158. Management, administration and representation of the limited liability company. The norms on management, administration and representation of the limited liability company are established by law and the articles of association thereof. 5. JOINT-STOCK COMPANY Article 159. General Provisions on Joint-Stock Companies (1) Joint-stock company is a trading company which registered share capital is divided in shares and which obligations are guaranteed by company property. (2) The joint-stock company may be incorporated by one or more persons. (3) The shareholders shall not be responsible for companys obligations. They shall bear the risk of losses resulting from the activity of the company to the extent of their contribution amount. (4) The shareholder who did not pay in time the subscribed contribution shall be responsible subsidiary for companys obligations, within the limit of unpaid sum. (5) The company shall have a full name (firm) in the official language and may have an abbreviated name. It is mandatory that the full or abbreviated name includes the words joint-stock company or the abbreviation J.S.C.. Article 160. Incorporation act of the joint-stock company The incorporation act of the company, besides the data indicated in paragraph (1) of article 113 of this Code, must include data on: a) founders; b) size of the registered share capital; c) number, type and nominal value of shares; classes of shares and the number of shares of each class; d) method of keeping companys registries; e) size of contribution and number of shares attributed to each founder; f) number, type, nominal value, amount of interest and terms of redemption of obligations issued by the company; g) order of concluding agreements with conflicts of interests. Article 161. Registered share capital of the joint-stock company (1) The minimum value of the registered share capital of the joint-stock company is established by law. (2) The share capital shall be created by placing shares among shareholders and shall represent the value of cash and in kind contributions paid in proportion with the number and value of subscribed shares. (3) Shares issued upon the incorporation of the company shall be placed integrally among founders. (4) In case of cash contribution, the founders shall be obligated to pay the subscribed shares until company registration, or in case of in kind contribution, in thirty days from state registration. (5) If company assets have reduced under the minimum established by paragraph (1) of this article and shareholders meeting has not decided on covering the losses or reorganizing the company, the company shall be obligated to dissolve.
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Article 162. Public placement of additional issuance of shares (1) The additional issuance of shares shall be public, if these are not subscribed integrally by shareholders. (2) The conditions of the additional issuance of shares are established by law and are the same for all subscribers. Article 163. Reserve capital of the joint-stock company (1) The company shall be obligated to create a reserve capital in amount of at least 10% of the size of the registered share capital. (2) The reserve capital may be used only for covering company losses or for increasing the share capital. It can not be used for payments to shareholders. (3) The reserve capital shall be created by annual payments from the benefit of the company, in proportion of at least 5% from the net benefit, until reaching the size established by the incorporation act. (4) If the values of net assets reduce under the size of the share capital and the reserve capital, the payments to the reserve capital shall restart. Article 164 Shares (Stock) (1) Shares are parts in which the registered share capital of a joint-stock company is divided in accordance with its formation document. (2) The share certifies the shareholders right to participate in managing the joint-stock company, receive dividends or a part of the companys assets in case of its liquidation, as well as other rights, as provided by the law or companys formation document. (3) The types of shares shall be determined by the formation document; otherwise they shall be shares to bearer. Nominative shares (stock) shall be issued in material form on paper carrier or in dematerialized form as registration of share to an account. (4) No shares shall be issued to an amount less than the par value amount. (5) There shall be issued no other shares, until the previous issue of shares shall be fully paid up. (6) The total value of issued shares shall not be less than the registered share capital value. (7) The share is indivisible. If several persons hold a share, such persons shall be deemed as one shareholder and shall exercise their rights through an authorized representative. (8) The types of shares, their legal regime and circulation shall be regulated by the legislation. Article 165. Acquisition of equity capital. Treasury stock. (1) The treasury stock is the stock acquired by the issuing company from its own stockholder. (2) A company can not acquire its equity capital, either directly or through persons acting in their individual capacity, but on account of such company, unless the meeting of shareholders determines otherwise, the provisions of this article being observed. (3) The value of the equity capital acquired by the company, including share capital held in treasury shall not exceed 10% of the subscribed share capital of such company. (4) Only completely clean stock can be acquired, provided that the subscribed authorized capital is paid in full. (5) A company shall acquire its equity capital solely on account of the assets exceeding the amount of its authorized capital and other funds which the company is required to found and from which such company is not authorized to make payments to its associates. (6) Equity capital acquired in contravention of pp. (2) - (5) hereof shall be alienated within at most one year from the day of its subscription. The equity capital that has not been alienated
within such period shall be subject to cancellation and the company shall be obliged to reduce its registered share capital accordingly. (7) The limitations envisaged in pp. (2) (6) hereof shall not be applicable provided that a certain amount of completely clean equity capital is acquired by the company in one of the following circumstances: a) the acquisition aims at reducing the registered share capital by cancellation of a certain amount of equity stock proportionate to such reduction; b) in order to transfer a certain amount of the equity stock to the companys staff to such extent and such terms as determined by the meeting of shareholders; c) by effects of a universal succession or a merger, or a court order ruled in forced legal action against a companys debtor; d) for gratuitous consideration; e) in order to regulate the prices of own stocks, both on the stock exchange market and on the Unlisted Securities Market, provided that State Commission on Securities Market gives its approval; (8) The treasury stock shall not entitle the company to vote at the meetings of shareholders, receive dividends or a part of the companys assets in case of its liquidation. Article 166. Bonds (1) A joint-stock company can issue bonds to bearer or nominative bonds. The nonmaterialized bonds can be only nominative. (2) The par value of all bonds placed by the company shall not exceed the amount of the registered share capital. (3) The bond entitles its holder to an interest payable according to issuers promise and at the end of the period for which it was issued it also entitles its bearer to the par value of such bond. The bonds can be converted into shares. (4) The bond shall be issued for a term of one year and over. (5) The bonds shall be issued exclusively by public offering against cash payment. The payment by installments is not admitted. (6) No bonds shall be issued for the purpose of formation, integration or increase of the registered share capital. (7) The types of bonds, their legal regime and circulation shall be regulated by the law. Article 167. Register of Shareholders and Bondholders (1) The authority issuing nominative shares and bonds is obliged to keep a Register of Shareholders and Bondholders. (2) Should the company have more than 50 shareholders or bondholders, an independent registrar shall keep the register. (3) The Register of Shareholders shall provide for the following: a) name, principal office and registration number of the issuing company, as well as the registration number of each issue assigned by the National Security Commission; b) First name, last name, ID card number and place of residence of the shareholder of bondholder individual, and the first name, last name, ID card number and place of residence of the shareholder of bondholder legal entity; c) amount of shares or bonds, the type, class and nominal value of shares and bonds held by each shareholder or bondholder; d) the date each shareholder of bondholder acquired or alienated shares or bonds; (4) The register shall have a special section/column to record sequester, pledge or any other encumbrance of shares or bonds with respect to each shareholder of bondholder.
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Article 168. Share or bond certificate (1) The joint-stock company is obligated to issue share or bonds certificates to holders of nonmaterialized shares and bonds. (2) The certificate confirms that the person, to whom such certificate is issued, is the holder of a certain number of shares or bonds of the issuing company. The certificate is not a security itself and transfer of such certificate shall not mean the transfer of the securities. Article 169. Right of alienation and obligation of redemption (1) The joint-stock company has the right to alienate without any limitation the shares it holds. (2) The joint-stock company is obligated to redeem the shares it placed when: a)the maturity date fixed for redemption of shares on their issuance has come; b)clauses limiting the shareholders rights are inserted into the document of formation; c)some major contracts have been concluded following the resolution of the shareholders meeting; d)reorganization of the company occurs. (3) If a shareholder received no prior notice or had been not allowed to participate in the shareholder meeting that resolved the issues stipulated in items (b)-(d) of the p. (2) hereof, or if he voted against such resolution and requested a due record of this to be made in the Minutes, such shareholder shall be entitled to claim redemption of shares. (4) The shareholder shall not be entitled to shares redemption: a) in cases provided for in items (b)-(d) of the p. (2) hereof, if the shares have been included in the stock exchange listing; b) if a company liquidation resolution has been adopted. (5) The share redemption decision shall be passed by the meeting of shareholders, unless the formation document provides that the Company board shall be assigned to such attribution. (6) The shares shall be redeemable at market price, unless the formation document stipulates otherwise. Article 170. Additional rights of the holders of 5% of the shares The holders of 5 % or more of the voting shares shall be entitled to: a) place a question on the agenda of the shareholders meeting; b) propose candidatures to the company board and the auditor; c) require an extraordinary meeting of the company Board; a) address court with a request to nominate members to the companys board, if two general meetings of shareholders failed to assign such members. Article 171. Additional rights of the holders of 10% of the shares Shareholders which own no less than 10 % of the company voting shares shall be entitled to: b) request an extraordinary auditing of the companys activity be held; c) request that a placement price of the company shares from the supplementary issue be established in view of the findings of the audit company; d) request, for and on behalf on the company, reimbursement of damage caused to the company by the officers of the company.
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Article 172. Management, administration and representation of joint-stock company The management, administration and representation of the joint-stock company shall be regulated in accordance with the legislation and the Charter. Article 173. Ensuring the shareholders free access to company-related information (1) The joint-stock company is obligated to publish in company publications the annual report, the gain-and-loss report, the book value of shares and bonds, as well as other data required in accordance with the legislation with at least 10 days prior to the annual general meeting of shareholders. (2) The company is obliged to provide its shareholders, under the law provisions and the formation document, any information related to the company management, administration and representation, company financial position and other documents, including the formation document of the company, company and shares registration certificate, standing orders, minutes of the general meetings, and meetings of the council, lists of council members, directors, work contracts with the registrar and auditor, financial statements and returns, as well as auditors reports. (3) At shareholders demand the company is obliged to issue copies and excerpts from the documents specified in p. (2) hereof, on applicants own account.
CHAPTER 3. COOPERATIVE SOCIETIES Article 174 General provisions regarding cooperatives (1) A cooperative society is a volunteer association of individuals and legal entities, organized on the basis of corporate principles, in order to favor and guarantee the economic and other nature interests of its members, by means of common actions. (2) A cooperative society can not have less than five members. Membership with a cooperative society can be acquired by an individual who reached the age of 16 or a legal entity. (3) A member of the cooperative society shall assume the risks resulting from the activity of the latter within the limits of his share in the cooperative property, including the unpaid share. (4) The name of the cooperative society must comprise the word cooperative and the main purpose of its activity in the official language. (5) Particularities and legal status of different types of cooperative societies, as well as the rights and obligations of their members shall be determined by this Code and other laws. Article 175 The charter of a cooperative society (1) a) b) c) d) e) The charter of a cooperative must contain the following clauses: name; scope of activity and purpose, address; members contribution to the share capital, way and terms of their payment; Fees in money or other goods to which the associates can be subjected, as well as the nature and value of such payments; f) structure, duties, way of establishment and functioning of the societys management; g) way of representation;
h) i) (2) a) b) c) d) e) f) (3) (4)
rules regarding convocation of the members general meeting; branches and representations. Void, if not included in the Charter, are the regulations concerning: contributions in kind, their nature and price for their acceptance, as well as the member making such contributions; personal responsibility of members; deviations from the Law concerning members admittance to a cooperative society, leaving and expulsion; limits and restrictions of the members right to vote; calculation and destination of surplus of the financial year and in case of liquidation, share in the limit of which some members can participate at the share capital. The founding document may stipulate and other clauses not contradicting the law. The founding document is drawn up in the official language and is signed by all founder members.
Article 176 Registration of a cooperative society State registration of cooperative societies shall be done in the order established for commercial organizations. Article 177 Cooperatives share capital (1) The cooperative society has a variable share capital. It represents the sum of all participating shares of cooperative members, in conformity with its charter. (2) Prior to cooperatives registration, its member must pay his/her participating share in full, unless the cooperative charter provides otherwise. (3) Within two months after the approval of the annual report the cooperative members are obliged to reimburse cooperatives losses by additional contributions. In the event this liability is not fulfilled the cooperative society can be dissolved by court decision, at the request of creditors. Cooperative members bear secondary solitary liability on the cooperatives obligations, within the limits of the unpaid share of the additional contribution of each cooperative member. (4) The property remaining after liquidation of the cooperative society is distributed among its members in conformity with cooperative charter. Article 178 Management of a cooperative society (1) The cooperative's supreme administrative body is the general meeting of its members. In a cooperative, which consists of more than fifty participants, a supervisory board can be established, exercising control over the activities of the cooperative's executive bodies. Supervisory board members have no right to act on behalf of the cooperative. (2) Executive bodies of the cooperative are the management board and/or its president. They perform the day-to-day management of the cooperative's activities and are held accountable to the supervisory board and the general meeting of cooperative members. (3) Only members of the cooperative society may be the members of the supervisory board or of the management board, or the chairperson of the cooperative. The same person may not concurrently be member of the supervisory board and member of the managing board or chairperson of the cooperative society. (4) The authority of the cooperative's administrative bodies, as well as the procedure for making decisions and representation on behalf of the cooperative, is determined by the law and the cooperative's charter. (5) The following issues relate to the exclusive authority of the general meeting of the cooperative society members:
a) amendments to the cooperative's charter; b) formation and recall of the supervisory board members, as well as the cooperative's executive bodies, unless this authority had been given to the supervisory board by the charter; c) acceptance of cooperative members and removal from membership; d) approval of the cooperative's annual reports and accounting balances, and distribution of losses; e) decision-making on the restructuring and liquidation of the cooperative. Other issues can be assigned to the exclusive authority of the general meeting by the law on cooperatives or the cooperative's charter. Issues assigned to the exclusive authority of the cooperative's general meeting or supervisory board may not be transmitted for consideration to the cooperative's executive bodies. (6) At the general meeting, each member has only one vote. Article 179 Obtaining member status (1) A cooperative society can admit new members at any time. (2) The charter can set some specific conditions for admittance of new members. Article 180 Termination of membership in a cooperative society and return of the participating share (1) The membership with a cooperative society is terminated through leaving, removal, decease or liquidation. (2) Every member has the right to leave the society before a decision of cooperatives dissolution is adopted. (3) The value of participating share is paid or property in proportion to the share is returned to the member who leaves the cooperative. Calculation is performed according to the balance as of the date of leaving, in the event the leaving takes place during the financial year, the reimbursement is done according to the last balance. (4) If the charter does not provide otherwise, the cooperative member may alienate at any time his/her share to another member or a third party that is to become member, thus leaving the society without requesting his/her share of the assets. (5) By decision of the general meeting, a cooperative member can be removed from the cooperative if he fails to perform or does not perform properly the functions assigned to him by the cooperative's charter, and in other cases provided by law and the cooperative's charter. A cooperative member, who has been expelled from the cooperative, has the right to have the participating share returned, in accordance with point (3) of this Article (6) A cooperative member has the right to transfer his share through succession, unless otherwise provided by the cooperative's charter. In the event successors can not become members of the cooperative, it pays them the value of the participant's share. (7) Execution upon the participant's share owing to his/her own debts, in accordance with the procedure provided by law and by the cooperative's charter, is permitted only if his/her other property is not sufficient to cover such debts. Article 181. Reorganization and Liquidation of Cooperatives A production cooperative may be reorganized or liquidated in the order established for commercial organizations.
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CHAPTER 4. STATE AND MUNICIPAL ENTERPRISES Article 182 State and municipal enterprises (1) State enterprises are founded and endowed with property by the Government or other bodies authorized by the law. (2) Municipal enterprises are founded and endowed with property by local public administration authorities. (3) Both state and municipal enterprises are legal entities and shall be liable for their obligations with all enterprise property. (4) The state and administrative-territorial units bear no responsibility for the obligations of state and municipal enterprises. These enterprises bear no responsibility for the obligations of the state and administrative-territorial units. (5) Particularities of foundation, functioning and activity termination of state and municipal enterprises is regulated by the present Code, legislation regarding state and municipal enterprises, legislation regarding local public administration, other statutory acts and the model charters of such enterprises. CHAPTER 5. NON-COMMERCIAL ORGANIZATIONS Article 183. General provisions on non-commercial organizations (1) Non-commercial organization is a legal entity organized for other purposes than profit making. (2) Non-commercial organizations are: a) Association; b) Institution; c) Foundation. Article 184. Association (1) The association is a non-commercial organization, established voluntarily by associated individuals and legal entities under provisions of the law on the basis of community of interests, which are consistent with the public order and good morals, for the purpose of meeting various immaterial needs. (2) In association the membership is registered. (3) The association can be established in the form of public association, religious association, party or other socio-politic organization, trade union, associations of legal entities, patronate, as well as in other forms provided by law. (4) The assets transferred to the association by its founders (associates) shall be the property of such association. The public association shall use the property thereof to such extent as may be necessary for achieving the goals provided for its charter. (5) The members of the associations shall retain no rights over the property transferred to such association, including membership fees. They shall not be accountable for associates liabilities and the association shall not be accountable for the liabilities of its members. (6) The particulars on the formation, operation and the legal status of various types of associations are regulated by the Civil Code thereof and other laws.
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Article 185. Foundation (1) The foundation is a non-membership, non-commercial organization, established under the formation documents by one or several individuals and/or legal entities by allocation of property, detached or isolated from the property of the founders, for the achievement of noncommercial purposes set up in its charter. (2) The foundation can be established by devise. Article 186. Institution (1) The institution is a non-commercial organization, established by its founder(s) in order to perform administrative, social, cultural, educational and other functions of non-commercialmaking nature, which is partly of entirely funded by such founder(s). (2) The property shall be considered transferred by the founder to the institution by ownership right, unless the formation document provides otherwise. (3) The founder quality can be assigned both to individuals and legal entities, and to the state and public authorities. (4) The founder shall be responsible for the liabilities of the institution to the extent that the companys assets are insufficient to extinguish such liabilities. (5) Institutions can be either public or private-owned. Article 187. Public institutions (1) The public institution shall be established under a public authority act and shall be funded integrally or partially from the budget of such public authority. (2) The public institution is not entitled to constitute other legal entities, with the exception of associations of legal entities. Article 188. Private-owned institution (1) Private-owned institution shall be established by virtue of the decision of an individual or a legal entity of the private law, providing the assets required for achieving the proposed goals. (2) The decision of constitution shall be authenticated with the notary. Article 189. The Charter of non-commercial organization (1) The non-commercial organization shall act under the Charter, unless the law provides otherwise. (2) The Charter must be signed by all founders, unless otherwise provided by the law. (3) The Charter of the non-commercial organization must consist of: a) Name; b) Purpose and objective; c) Central office; d) First name and last name, place of residence, nationality and other personal information about the founders; e) Terms and conditions of admission to a non-commercial organization; resigning and exclusion of members (for associations); f) Property formation, founders contributions and membership fees; g) Assignment and recalling of the members of the bodies; h) Branches formation and liquidation procedure; i) Reorganization terms and procedure; j) Liquidation procedure; k) Other information, stipulated by the legislation for such kind of non-commercial organization. (4) The Charter may contain other provisions, which are consistent with the law.
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Article 190. Types of activity performed by non-commercial organizations (1) The non-commercial organization shall undertake any activity, which is no inconsistent with the law, which is aimed at achieving the goals under the Charter. (3) The activity, which requires licensing in accordance with the law, shall be conducted by such non-commercial organization only provided that a license was issued. Article 191 Economic activity of non-commercial organizations (1) To achieve its aims the non-commercial organization is entitled to conduct economic activity, immediately resulting from the aim of the organization as provided by the Charter. (2) To conduct commercial activity, not immediately resulting from the purposes set forth in the charter, non-commercial organizations shall establish commercial organizations. (3) The law can limit the right of certain categories of non-commercial organizations to establish commercial organizations. Article 192 Management, administration and representation of a noncommercial organization The norms regarding management, administration and representation of a noncommercial organization are settled by the law and the organizations charter. Article 193 Conflict of interests (1) In its activity a noncommercial organization must avoid situation of conflict of interests, and in the event such conflicts arise, they shall be settled in conformity with provisions of the article 196 hereof. (2) Conflict of interests is considered present when a legal act regarding the assets of a noncommercial organization in concluded between the organization itself and concerned persons. (3) As herein, concerned persons are considered: organizations manager, members of management and supervisory bodies, employees, as well as any other person who, due to his/her specific relations with the noncommercial organization, is able to influence adoption of decisions concerning conclusion of legal acts on behalf of the organization with himself/herself, or with other persons with whom the latter is linked by kinship up to third relation degree inclusive, employer-employee relationship, or to whom this person granted credits. Article 194 Settlement of conflicts of interests (1) Legal acts with conflicts of interests, must be approved by the highest body prior to their conclusion, if by charter such authority has not been assigned to other competent body. (2) The concerned person is obliged to pay the damages a noncommercial organization may support as a result of concluding the legal act with conflict of interests, if this act has not been approved by the competent body. (3) In addition to the repair of damages, the concerned person must return to the noncommercial organization all revenue gained as a result of concluding the legal act. In the event damage is caused as a result of action of more concerned persons, they will bear solitary responsibility towards the noncommercial organization. CHAPTER 6. PARTICIPATION OF THE REPUBLIC OF MOLDOVA AND ITS ADMINISTRATIVE TERRITORIAL UNITS IN RELATIONS REGULATED BY CIVIL LEGISLATION
Article 195 Republic of Moldova and territorial administrative units of the Republic of Moldova subjects of the civil law (1) The Republic of Moldova and its territorial administrative units participate in relations regulated by civil legislation, according to the principle of equality of all participants to these relations individuals and legal entities. (2) Rules, regulating participation of legal entities at relations regulated by civil legislation, are applied towards subjects mentioned in paragraph (1) hereof, if the law or the particularities of such subjects do not provide otherwise. Article 196 Way of participation of the Republic of Moldova and its administrativeterritorial units in relations regulated by the civil law (1) Through their actions bodies of central public administration can acquire and exercise rights, and property and personal non-property obligations on behalf of the Republic of Moldova, as well as to represent a court, within their authority. (2) Through their actions bodies of local public administration can acquire and exercise rights, and property and personal non-property obligations on behalf of the administrative-territorial units, within their authority. (3) Individuals and legal entities can act on their behalf in cases and ways stipulated by the law, decrees of the President of the Republic of Moldova, decisions of the Government of the Republic of Moldova and acts of local public administration authorities, through special authorization. Rules of mandate are applied if they dont contradict the essence of legal relation and if otherwise is not expressly stipulated. Article 197 Civil responsibility of the Republic of Moldova or its administrative territorial units (1) For its obligations, the Republic of Moldova or its administrative territorial unit is liable with all assets possessed as private property. (2) The Republic of Moldova is not liable for the obligations of the administrative territorial unit (3) The administrative territorial unit is not liable for the obligations of the Republic of Moldova (4) Regulation from paragraph (2) and (3) hereof are not applied in cases when the Republic of Moldova has guarantied for the obligations of administrative territorial units or if the administrative territorial units have guaranteed for the obligations of the Republic of Moldova (5) The particularities of civil responsibility of the state and administrative territorial units in relations with foreign individuals and legal entities are settled by the law. SECTION 3. LEGAL ACT AND ITS PRESENTATION CHAPTER I. General Provisions with Regard to a Legal Act Article 198. The notion of legal act The civil legal act is a manifestation by both individuals and legal entities of their will, aiming at creation, modification or termination of civil rights and obligations.
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Article 199. Unilateral, bilateral and multilateral legal act (1) Unilateral legal act is an outcome of the will of a single individual. The unilateral legal act can engender obligations for the third parties only in cases stipulated by law. (2) Unilateral legal act is attributed correspondingly the stipulations with regard to obligations and contracts, provided they do not contradict the law or unilateral nature of the legal act. (3) Bilateral legal act represents a consolidated will of two parties. (4) Multilateral legal act is the result of an agreement of will between three or more parties. Article 200. Legal act with free and onerous title (1) The legal act is with a free title in case when a unit of property is bought for a person without seeking to get another unit of property instead. (2) The legal act is onerous in case when in lieu of using the purchased unit of property for the other party it is sought to obtain another patrimonial benefit. Article 201. Conservation, administration and disposal legal acts (1) The conservation legal act is the one that pursues to predict an eventual loss of a subjective civil right. (2) Administration legal act is that based on which it is pursued a normal valorizing of a commodity or property. (3) The disposition legal act is that which has the purpose to cease a right on a property or on mortgaging a good.
CHAPTER II. Validity Conditions of a Legal Act Article 202. Consent (1) The consent is an exteriorized manifestation of will of an individual to conclude a legal act. (2) The consent is valid provided it is coming from a discerned person, and is expressed with a purpose to produce legal acts and it is not vitiated. Article 203. The moment of producing the effects of a consent (1) Manifestation of will, which needs to be perceived by the other party, produces effects on the moment when it occurs. (2) Manifestation of will cannot produce effects in case when the other party had stated before or states at the same time a declaration of withdrawal. (3) Validity of will manifestation shall not be affected by the decease of the individual who expressed his/her will, or he/she was dismissed from his/her position, if those events took place after the expression of will. Article 204. Impossibility to determine the contents of the consent The legal act is considered un-concluded if the contents of the consent cannot be determined certainly neither from the exteriorized expression nor from other circumstances of its conclusion.
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Article 205. The agreement of the third party in concluding and execution of the legal act (1) If the effect of a legal act, which needs to be exercised towards somebody else, depends on the consent of a third party, either positive consent or refusal can be expressed both to a party and the other. (2) The agreement does not imply forms established for the legal act. Article 206. Preliminary agreement for concluding the legal act The preliminary agreement is irrevocable until the conclusion of the legal act to the extent in which something else proceeds from the legal report based on which the preliminary agreement was expressed. Revocation can be expressed both towards a party and the other. Article 207. The subsequent agreement for concluding the legal act (1) The subsequent agreement (confirmation), when there are no other contradictory instructions, has retro-active effect from the moment of contract conclusion. (2) By this retro-activity, the instruction acts are not cancelled which the one who gave consent made prior to the confirmation, or which took place by coerced execution, of fulfilling the measures of sequester or have been taken by the administrator of the bankruptcy. Article 208. The effects of the disposition acts of the unjustified (1) A disposition act concluded with regard to a job performed by an unjustified person produces effects if it is concluded based on consent of the unjustified person. (2) Such a disposition act produces effects, if the justified person confirms, or provided the person who concludes the act obtains subsequently his commodity or inherits that from the justified person and has unlimited responsibility towards the successive obligations. In the last two situations, if there were concluded simultaneously some more disposition acts, incompatible with each other, effects is produced only by the act that was concluded first. Article 209. The object of legal act (1) The object of the legal act is that, on which the person who concluded a legal act assumes responsibility. (2) The object of the legal act needs to be legal, to be in the civil circuit and be determined or determinable at least in its category. (3) Forthcoming goods can also be considered an object of a legal act. Article 210. The reason of a legal act (1) The civil legal act, concluded without consent or founded on a false or illegal cause, shall have no one effect. (2) The cause is presumed until the contrary probe is submitted. (3) The cause that is not consistent with the law, good morals and manners or public order is illegal. Article 211. The form of legal act (1) The legal act can be concluded verbally, in writing of in a genuine form. (2) The form is a condition of validity of the legal act only in express cases stipulated by law. (3) The legal act, which can be concluded verbally, is considered concluded also in the case when the behavior of the person displays an obvious will to conclude a legal act.
(4) Silence is considered an expression of will to conclude the legal act in cases stipulated by law or by the consent of the parts. (5) Any amendment to the legal act needs to take the form established for such an act. (6) The promise to conclude a legal act cannot take the form required for this act. Article 212. Verbal form (1) The legal act, for which the law or agreement of the parts do not stipulate the form either written or genuine, can be concluded in verbal form. (2) The legal act, which is executed even at its conclusion, can be concluded verbally, except for the legal acts for which genuine form is required or for which written form is required for validity. Article 213. Written form (1) In written form is concluded the legal acts concluded among legal entities; among legal entities and individuals and among individuals, in case when the value of the object is more than 50 minimum salaries, and in cases stipulated by law regardless to the value of the object. (2) In cases in which, in compliance with law or agreement of the parts, the legal act needs to be concluded in written form, it can be concluded both by writing a single written record, signed by the parties, as well as by an exchange of letters, telegrams, cable letters, etc., signed by the party who sent them. (3) The utilization of the technical means in signing the legal act is allowed in cases and in order established by law or based on the consent of the parties. (4) If due to a fiscal deficiency, of disease or other reason the person cannot sign with his own hand the legal act, then, based on authorization of the latter the legal act can be signed by another person. The signature of the third party needs to be certified by notary or by another person entitled by law, by showing the reason based on which the part who concluded the act could not sign by his own hand. Article 214. The effects of non-observance of written form of the legal act (1) Non-observance of the written form of the legal act cancels the right of the parts to claim, in case of litigation, for proving the legal act, the evidence with the witnesses. (2) Non-respect of the written form of the legal act implies its cancellation only in cases when this effect is expressly stipulated by law or by agreement of the parties. Article 215. Genuine form of the legal act The genuine form of the legal act is mandatory: a) In cases established by law; b) In cases stipulated by the agreement of the parties, even if the law does not require genuine form. Article 216. The effects of non-observing the genuine form (1) Non-observance of the genuine form implies termination of the legal act. (2) If one of the parties executed the legal act entirely or partially, for which genuine form is required, and the other party shirks from notary confirmation thereof, the court of law is entitled, on demand of the party who executed the legal act totally or partially, to declare it valid, provided that it contains no stipulations inconsistent with the law. In this case no subsequent notary certification of the legal act is required.
(3) The party that groundlessly shirked from notary certification of the legal act, is obliged to compensate the damage caused to the other party caused by delay of the certification. Article 217. State registration of the legal act (1) The legal acts that have as object immovable assets are supposed to be registered in a manner established by law. (2) By law can be established the condition of registration of other legal acts. Article 218. The effects of shirking from registering a legal act (1) If the legal act that was supposed to be registered is concluded in a form required by law, and the obliged party shirks from its registration, or expired the term established by law for registration, the court of law, on demand of the interested party is entitled, based on a resolution, to decide registration of the legal act. In such a case the legal act is registered based on the decision of the court of law. (2) The party, which shirked groundlessly from the registration of the legal act, is obliged to compensate the damage caused to the other part by delayed registration of the legal act. CHAPTER III. Nullity of the Legal Act Article 219. Void and canceled legal acts The legal act is null based on the grounds stipulated by the present Code (absolute nullity). The legal act can be declared null on the grounds stipulated by the present Code, based on the consent of the parties of the court of law (relative nullity). Article 220. Absolute nullity of the legal act (1) Absolute nullity can be invoked by any person, who has an engendered and actual interest. The court of law invokes it from the office. (2) The absolute nullity cannot be removed by confirming by the parties of the act which is affected by nullity. (3) The absolute nullity is un-prescriptible. Article 221. Relative nullity of the legal act (1) The relative nullity can be invoked only by the person in whose favor it is established, or by its successors, by the legal representative or by the chirographic creditors of the defended party, by way of an oblique action. The court of law cannot invoke that from the office. (2) The relative nullity can be covered by express or tacit will of the party in whose favor it is established. The will to confirm the legal act affected by nullity can be certain and obvious. (3) In order to confirm the legal act affected by the relative nullity the will does not need to be expressed in a required form for concluding the respective legal act. (4) If each party can invoke the nullity of the legal act, or many persons can claim declaration of nullity, the confirmation of the legal act by a person does not impede the others invoke the nullity. Article 222. The effects of the nullity of the legal act
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(1) The null legal act terminates with a retro-active effect from the moment of conclusion. If from the contents of the legal act results that it can be ceased only for the future, the legal act cannot produce effects in the future. (2) Each party needs to restitute everything which is received based on the null legal act, and in case when it cannot restitute what it received, it is obliged to pay counter-value of the work. (3) The party and the third parties of good will are entitled to compensate the damage caused by the nullified legal act. Article 223. The legal act contradicting the law, public order or good manners (1) The legal act or clause which contradicts the imperative norms is null, if the law does not stipulate otherwise. (2) The legal act or the clause which contradicts the public order or good morals and manners is null. (3) The nullity of the clause does not imply nullity of the entire legal act, provided it can be assumed that this could be concluded in cases of absence of clause that is declared null. Article 224. Nullity of the fictive or simulated legal act (1) The legal act concluded without intention to produce legal effects (fictive legal act) is null. (2) The legal act concluded with the purpose to hide another legal act (simulated legal act) is null. With regard to a legal act meant by the parties necessary rules are applied. (3) In cases when the obtained good based on the fictive legal act shifts to a third party of good will, it is considered that this shift took place based on a valid legal reason. Article 225. Nullity of the legal act concluded by a person without capacity to exercise (1) The legal act concluded by a person without capacity to exercise thereof is null. (2) The person with full capacity to exercise is obliged to compensate the damage caused to the other party by concluding the null legal act, provided it is demonstrated that he knew and should have known that the other party has no capacity to exercise. Article 226. Nullity of the legal act concluded by a minor aged between seven to fourteen years (1) The legal act concluded by an individual aged between seven to fourteen years, except for the stipulations of the paragraph (2) of the Article 23 of the present Code is null. (2) The adult person with full capacity to exercise is obliged to compensate the damage caused to the teen-ager, if he does not demonstrate that he did not know and should not have had to know that the other party has no capacity to exercise required for concluding the respective legal act. Article 227. Nullity of the legal act concluded by a minor aged between fourteen and eighteen years old or by an individual limited in his capacity to exercise (1) The legal act concluded by a minor aged between fourteen to eighteen years of age or by a person limited in capacity to exercise without the consent of the parents or tutor, if this agreement is required by law, can be declared null by the court of law, on request of the parents or tutor. (2) The adult person, with full capacity to exercise is obliged to compensate the damage caused to the other party, provided it is demonstrated that he knew or should have known that the other party has no necessary capacity to exercise for concluding the respective legal act.
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Article 228. Nullity of the legal act concluded by a person without discernment or who could not manage his actions The legal act concluded by the person with full capacity to exercise, in a moment when he could have understood the significance of his actions or managed them, can be declared null by the court. Article 229. The nullity of the legal act concluded by violation of the limit of authorization In case when the competencies of the person with regard to concluding the legal act are limited by contract or the authority of the body of the legal act body based on constitutive act, in comparison with the stipulations of the mandate, law, or which can be deducted by circumstances in which legal act is concluded, the legal act concluded by this person or body without respecting the imposed limits can be declared null only in case when it is demonstrated that the other party knew or should have known about these limitations. Article 230. Nullity of the legal act affected by the error (1) The legal act concluded on the basis of a considerable error can be declared null by the court. (2) The errors is considerable if at concluding the legal act there was a false representation with regard to: a) Nature of the legal act; b) Substantial qualities of the object of the legal act; c) The parties of the legal act (partner or beneficiary), in cases when the identity of the above is the reason determinant in concluding the legal act. (3) The error on the reason is considerable only in case when the reason is included in the object of the legal act. (4) The error imputable to the person whose consent is vitiated cannot serve as reasons for annulling the legal act. (5) The person in whose interest was declared nullity, is obliged to compensate to the other party the damage caused, but not more than the benefit the latter may have obtained, provided the legal act would not be declared null. The damage shall not be compensated in case when it is demonstrated that the person justified for getting compensation knew or should have known about the error. (6) The legal act concluded under the impact of the error cannot be claimed if the other party agrees to execute in compliance with the will of the party who intends to claim the act. Article 231. Nullity of the legal act concluded by way of deliberate misinterpretation (1) The legal act, whose conclusion was determined by deliberate misinterpretation based behavior, or slyness of one of the parties, can be declared null by the court even in case when the author of the fraud estimated that the legal act is advantageous for the other party. (2) If one of the parties keeps calm about certain circumstances, whose unveiling could avoid concluding the legal act by the other party, the annulment of the legal act can be claimed only based on the principle of good will one could expect that the other party unveils these circumstances. (3) In case when the misinterpretation is committed by a third party, the legal act can be annulled, only in cases when it is demonstrated that the other party knew or should have known about the fraud.
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Article 232. Nullity of the legal act concluded based on violence (1) The legal act concluded based on constraint by physical or psychological violence can be declared null by the court even in cases when the violence was committed by a third party. (2) Violence is a ground for annulling the legal act only in case when it is demonstrated that it is about to determine an individual believe that himself/herself, the spouse, a relative or another close person or their property, are exposed to an imminent threat. (3) There is no violence in the sense of the present dispositions in case when the author of the fraud did not use any illegal means. Article 233. Nullity of the legal act concluded by injury (1) The legal act which was concluded by a person based on a set of hard circumstances of which the other party benefited, in extremely un-favorable conditions, can be declared null by the court. (2) The court can maintain the legal act provided the accused offers a reduction of his debt or a fair pecuniary indemnification. Article 234. The nullity of the legal act concluded after the fraudulent agreement between the representative of a party and the other party (1) The legal act concluded after a fraudulent agreement between a party and representative of the other party can be declared null by the court. (2) The application on annulment, in this case, can be submitted within one year from the date when the interested party found out, or should have found out, about the conclusion of the legal act. Article 235. Nullity of the legal act concluded by violation of the interdiction to dispose a commodity The legal act based on which a commodity was disposed, with regard to which, based on law, by court or another authorized body institutes in favor of certain persons an interdiction with regard to disposal, can be declared null by the court on demand of the persons in whose favor is instituted the interdiction. Article 236. The term of submitting the claim on annulling the legal act (1) The justified person is entitled to claim annulment of the legal act based on grounds stipulated in Article 232, 233 and 235 of the present Code within six months from the date when it was found out or should have been found out about the ground of the annulment. (2) Based on the ground stipulated in Article 234 of the present Code the application on annulment can be submitted within six months from the date when the violence ceased. CHAPTER IV. Legal Acts Concluded under Condition Article 237. Legal act concluded under condition The legal act is considered concluded under condition in cases when emergence and termination of subjective civil rights and of correlative obligations depend on the future, and uncertain event may be reached.
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Article 238. Null condition (1) Null is considered the condition that contradicts the law, public order and good morals and manners or whose implementation is impossible. The legal act, concluded under such conditions, is null entirely. (2) The condition, whose occurrence or non-occurrence depends on the will of the parties of the legal act is null. The legal act, concluded under such a condition, is null. Article 239. Positive conditions (1) If the legal act is concluded under the condition of a pending event within a defined term, the condition is considered un-reached if this term expired and the event did not occur. (2) If the term is not defined, then the condition can be fulfilled anytime. The condition can be recognized un-achieved when it is obvious that subsequent occurrence of the event is impossible. Article 240. Negative conditions (1) If the legal act is concluded under the condition that a certain event will occur in a defined within a determined term, then the condition is considered achieved even up to expiration of this term, provided it is clear that subsequent occurrence of the event is impossible. (2) If the term is not determined the condition is considered achieved only when it is certain that the event will not occur. Article 241. Inadmissibility of influence on the effectuation of the condition (1) The person who concluded a legal act under determined condition, before the achievement of the condition shall not be entitled to undertake any actions that may impede the execution of his/her obligations. (2) If the condition is achieved, and the individual undertook already actions mentioned in the Paragraph (1) of the present article, he/she is obliged to compensate to the other party the damage caused by the latter. Article 242. The legal act concluded under suspense condition The legal act is considered concluded under suspense condition, if emergence of subjective civil rights and correlative obligations stipulated by the respective act depend on a future and uncertain event, or by an event emerged and still un-known to the parties. Article 243. The legal act concluded under resolutive condition The legal act is considered concluded under resolutive condition if the production of the condition implies annulment of the legal act and restoration of the situation existent before its conclusion. Article 244. Good will in condition emergence (1) If the occurrence of the condition was delayed maliciously by the party for which condition occurrence could be disadvantageous, the condition is considered to have occurred. (2) If in condition occurrence there was a malicious contribution on behalf of the party for which condition occurrence is advantageous the condition will not be considered occurred.
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CHAPTER V. Representation and Proxy Article 245. Representation (1) A legal act can be concluded both personally or by a representative. The authorization of the representative stems from the law, legal act or from the circumstances in which it acts. (2) The legal act concluded by an individual (representative) on behalf of another person (representative) within the limits of authority engenders, modify or cancel the civil rights and obligations of the representative. (3) If the legal act is concluded on behalf of another person, the party which contracted the representative cannot be opposed by deprivation of authorities, if the representative created such circumstances based on which this party presumed the existence of certain authorities. (4) If on concluding a legal act the representative does not submit its authority, the act produces effects directly for the represented person only in case when the other party should have, proceeding from circumstances when the act was concluded, presume the existence of the representation. The same rule is applied also when for the other party the contracting person does not matter. (5) It is forbidden conclusion by representative of legal acts that, proceeding from their nature, are supposed to be concluded directly by the contracting person or when the law forbids expressly the conclusion of the legal act via representative. Article 246. Representatives limited exercise capacity The legal act concluded by the representative is valid also in case when the representative had limited capacity of exercise. Article 247. Representative substitution (1) The representative needs to personally conclude the legal acts for which he is authorized. He can commission his authorities to a third party only in case when he is authorized by the representative or in cases when this is required by the interests of the representative. (2) The representative who transmitted the authorization to a third party is obliged to inform as soon as possible the representative about this and convey the necessary information about the substitute. In case when the representative does not fulfill this obligation, he can respond for the actions of the substitute as for his own actions. Article 248. Vices of consent, knowledge, obligation of awareness (1) When declaring the nullity for a vice of consent of the legal act concluded by the representative, one means only his consent. (2) If the representative authorized based on proxy acted in conformity with certain instructions of the representative, then the latter has no right to invoke unawareness by the representative of certain circumstances which the representative used to know or should have known. Article 249. Representation authorization (1) Authority provision is performed based on expression of will towards the person who is authorized or towards the third person who will be authorized. (2) The declaration of providing authority does not need to be made in a manner required for the legal act which is supposed to be concluded based on the authorization. This instruction does not apply, if based on that, the protecting role of the formal requirements is annihilated.
Article 250. The length of the authority (1) If the authority is provided via a declaration addressed to a third party, they will be valid for him until the cancellation of authority by the person who provided them. (2) In case when a person via a special communication addressed to a third party, or via a public communication announced that he empowers another person with the right to represent him/her, the latter is entitled to represent him/her in the first case towards the indicated third party, and in the second case towards any person. Authority of representation are preserved until cancellation in an order how they are provided. Article 251. Modification or withdrawal of authorities Of the modification or withdrawal of authorities the third parties need to be announced by appropriate means. In case on non-observance of these requirement, modification or withdrawal of authorities cannot be opposed to the third persons, except for the cases when it will be proven that the latter knew or should have known about the modification or withdrawal of authorities in the moment of concluding the legal act. Article 252. Conclusion of the legal act without authority to represent (1) If a person concludes a legal act on behalf of the other person without having authority to do so, or exceeds his/her authority, the legal act can produce effects for the representative only in case when the latter confirms the authority subsequently. In such a case the legal act can be confirmed both in an express manner and by cogent actions. (2) If the other party addresses the representative with an application about the confirmation of the act, the confirmation can be made only based on an express declaration addressed directly to this party. If the declaration about confirmation is not sent to the other party within two weeks from the date when it is received, it is considered that the representative refused to confirm the legal act. (3) Until confirmation, the party which concluded the legal act with the representative deprived of authorization, in cases when they did not know about missing authorization, can renounce the legal act based on a statement addressed to the representative. Article 253. Responsibility of the representative who acted without authorization (1) The person who concluded a legal act as representative, in cases when he/she cannot demonstrate that he/she has authority to do so, is obliged, based on the choice of the other party, to execute the legal act, or compensate the caused damage, if the representative refuses to confirm the legal act. (2) If the representative does not know about missing authorization, he/she is obliged to merely compensate the prejudice which is owed to the fact that the other party was convinced that the authority exist only to the extent to which the validity of the legal act is of interest for the other party. (3) The representative, who acted without authorization, is acquitted from any responsibility if the other party knew or should have known about missing authorization. The representative does not bear responsibility either in cases when he/she was limited in capacity to act, except for the cases when he/she acted with the consent of the trustee. Article 254. Counteract The representative shall not be entitled, to the extent it is not authorized in express manner, to conclude legal acts on the name of the representative by himself, neither on his own
name, nor as representative of a third party, except for the case when the legal act consists exclusively in executing a certain obligation. Article 255. Proxy (1) The proxy is a written document drafted with the purpose to certify the authorization conferred by the representative to one or several representatives. (2) The proxy issued for concluding other legal acts in genuine form need to be certified by notary. (3) The proxies certified in compliance with current legislation by the local public authorities are equivalent with the proxies notified by notary. (4) Equivalent with the proxies certified by notary are the proxies issued by: a) Persons who are taking treatment at the hospitals, resorts and other military medical institutions, in cases when they are certified by the heads of those institutions, by the deputies thereof, on medical issues, or by the doctor in chief or doctor on duty; b) By military, and in the places of military units dislocation, by institutions or medical educational institutions where the notary offices are missing, or by other bodies that fulfill notary acts, also by wage-earners and members of their families and of the military, certified by the commander in chief of the unit or respective institution; c) The individuals who serve a sentence in penitentiaries, certified by the chief of the respective institution; d) Adult individuals, who are in the social protection institutions of the population, certified by the administration of the respective institution or by the manager of the respective social protection body. (5) Proxies issued for getting the salary or other payments from the work-place, of pensions, indemnities, scholarships, of correspondence, including the shares and money mandates, can be certified by the administration from the work-place or place of studies, of the person who issues the proxy, by the organization of housing exploitation from the residential place who issues the proxy or by the administration of the medical institution where the individual who issues the proxy is hospitalized. Article 256. Substitution proxy (1) The person who is issued a substitution proxy can issue a substitution proxy only provided this right is stipulated expressly in the proxy or provided this is necessary to the interest of the representative. (2) In all cases the substitution proxy needs to be certified by notary. Article 257. The term of the proxy (1) The proxy is issued for a term of no more than three years. If the proxy does not stipulate this term it is valid for one year from the date of its drawing-up. (2) The proxy that does not stipulate the date of drawing up is void. (3) The proxy issued for the purpose of concluding the legal acts beyond the territory of the Republic of Moldova, and certified by notary, is valid until it is cancelled by the individual who issued it. Article 258. Ceasing the viability of the proxy (1) The validity of the proxy ceases in cases when: 0 a) term expires; 1 b) it is cancelled by the issuer; 2 c) the issuer renounces it;
3 d) the legal entity which issues the proxy breaks-up; 4 e) the legal entity to which the proxy is issued breaks-up; 5 f) in case of decease of the individual who issued the proxy, when the latter is declared incapable, with limited capacity to exercise, or missing unawares; 6 g) decease of the individual who is issued the proxy, declaring it incapable, with the limited capacity to exercise or absent unawares; (2) The individual who issued the proxy can cancel it in any moment, whereas the individual who is issued the proxy can renounce any moment. Any contrary clause is void. (3) Once with the ceasing the validity of the proxy, the validity of the substitution proxy ceases too. Article 259. Information about the annulment or ceasing the validity of the proxy validity The person who issued a proxy is obliged to inform about the annulment or ceasing the validity of the proxy the person who was issued the proxy and the third parties known by him, the representative was supposed to contract. The same obligation has the successors of the person who was issued the proxy in cases stipulated in the items (d) and (f) of the paragraph (1) of the Article 260 of the present Code. Article 260. The effects of ceasing the validity of a proxy (1) The legal acts concluded by the representative until the moment when the latter found out or should have found out about the termination of validity of the proxy is valid for the representative and his/her successors. (2) In concluding the validity of the proxy the individual who was issued the proxy or successors thereof is obliged to immediately return the proxy. Article 261. Commercial representation (1) The commercial representative is the individual who represents the interests of the entrepreneur by himself and on permanent basis at the conclusion of the legal acts, with the purpose to manage the business. (2) The simultaneous commercial representation of various representatives in concluding the legal act is allowed only in cases of existing the express agreement of the parties in this sense and in other cases stipulated by law. In such case, the commercial representative is held to execute provided authority with a diligence typical to a good owner. The commercial representative is entitled to claim the payment of the convened remuneration, as well as the compensation of the incurred costs with the purpose to execute the proxy in equal shares from the represented persons, provided the contract does not stipulate something else. (3) The commercial representation is exercised based on a contract, concluded in written, by stipulating the empowerment of the representative, and in case of missing such stipulations based on a proxy. The commercial representative is obliged not to disclose confidential information which became known as a result of representation, even after the termination of the commercial proxy. (4) Law establishes the specific nature of the commercial representation in certain fields of entrepreneurial activity.
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SECTION 4. THE TERMS CHAPTER 1. Calculation of Terms Article 262. Institution of terms (1) The terms are instituted by law, court decisions or by mutual agreement of the parties. (2) Regardless of the grounds that may emerge, the terms is calculated after the rules stipulated in the present section. Article 263. Manner of establishing the terms The term is instituted by showing a calendar date, a period of time or by referring to a future event and being sure it will occur. Article 264. The beginning of the term running (1) If the beginning of the time running is determined by a certain event or moment in the time, which will occur during the day, then the day of event or moment occurring shall not be taken into account of calculating the term. (2) If the beginning of running the time is determined by the beginning of a day, then this day is included in the term. This rule shall extend also upon the birthday in calculating the age. Article 265. Various manners of the term (1) By half an year or semester is meant six months, by trimester three months, by half a month fifteen days, first decade ten days. (2) If the term is stipulated by a period and a fraction of this period, the fraction is calculated at the end. (3) In case when it is indicated the beginning or the end of a month it is meant, respectively, the 1st date, the 15th or the last day of the month. Article 266. Calculation of terms of an year and a month If the terms of an year and a month are calculated without taking into account their uninterrupted running, the month is considered to have thirty days and the year three hundred and sixty fife days. Article 267. Extending the term In case of extension, the new term is calculated from the moment of expiring of the precedent term. Article 268. Term expiration (1) The term established in years expires on the respective month and day of the last year of the term. (2) The term established by months expires on the respective date of the last month of the term. If the last month has no respective date, the terms shall expire on the last day of the month. (3) The term established in weeks expires on the respective day of the last week.
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(4) The term expires on the twenty-fourth hour of the last day of the term. If the action needs to be performed by an organization, the term expires on the hour when this organization, in conformity with the established norms, ends the work time. (5) In case when the term is shorter than one day, it expires on the expiration of the respective unit of time. The second sentence from the Paragraph (4) of the present article is applied in respective manner. (6) The documents submitted to the post or telegraph offices until the 24 th hour of the last day of the term is considered submitted on term. The transmission of the text by teletype, facsimile, or other means of communication is equal with the submission to the post office. Article 269. Term expiration an weekend If the last day of the term is Sunday, Saturday or a day off, according to the law in force, the term expires in the next following working day.
CHAPTER 2. Extinctive Prescription Article 270. General term of extinctive prescription (1) The general term, in whose limits a person can defend its violated right, by bringing an action to the Court, represents three years. (2) Actions on defending the personal non-patrimonial rights are prescribed only in special cases stipulated by the law. Article 271. Special terms of extinctive prescription a) b) c) d) The following actions are prescribed in a six months term: Penalty recover; Hidden Vices of the sold good; Vices of the works executed according to the contract of persons current servicing; Litigation raised from the transport contract.
Article 272. Prescription in case of construction vices (1) In the contract for execution of works the right, commenced from the construction vice, is prescribed in term of five years. (2) In the buying-selling contract, the right commenced from the construction vice, is prescribed only after five years after the execution of construction work. (3) For the vices of raw materials or delivered materials, assigned to a construction and who caused that vice to the construction, the right is prescribed in term of five years. Article 273. Interdiction to modify the extinctive prescription term or the modality of calculation The legal act on modifying the extinctive prescription term or the modality of calculation or waver of the right to invoke the prescription is null.
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Article 274. Application of extinctive prescription The action on defending the violated right is rejected according to the expiration of the extinctive prescription term only at the request of the person, in whose favor run the prescription, submitted after the debates ending. The winner may oppose the prescription in appeal or recourse only if the Court approves the fund. Article 275. Extinctive prescription term beginning (1) The extinctive prescription begins running from the date of commencing the right for action. Right for action commences at the date when a person heard or should have heard about the right violation. (2) A prescription begins from the date when an obligation becomes exigible, and in case of obligation not to do, from the date of its violation, unless the law otherwise requires. In cases when a suspensive term or a suspensive condition affects the subjective right, the term of extinctive prescription begins from the date of term execution or condition fulfillment. (3) In legal relations were the term of obligation execution is not stipulated or the execution can be required anytime, the term of extinctive prescription begins from the date when the debtor shall execute the obligation. (4) In actions on aquilian responsibility the term of extinctive prescription begins from the date when the victim heard or should have heard the damage and the responsible person for it. (5) The term of extinctive prescription in case of repealing a legal act for violence begins from the date the violence stopped. In other cases of repeal the term of extinctive prescription begins from the date when the acquitted person, its legal representative or the person assigned by the law to deliver the acts has heard the grounds of repeal. (6) In case of regressive obligations the term of extinctive prescription begins from the date when the main obligation should be executed. (7) Prescription of the right for action for the hidden vices begins: a) in case of a transferred good or executed work, other then construction, after one year from the date of good or work assumption, except the vice has been discovered beforehand, when prescription will begin from the discovery date. b) in case of a construction, after three years from the date of construction assumption, except the vice has been discovered beforehand, when prescription will begin from the discovery date. (8) For the execution of some current works, the terms stipulated in par. (7) of the present Article, represents a month in the case stipulated in lit. (a) and correspondingly three months for the case stipulated in lit. (b). (9) As about successive provisions, the prescription of the right for action begins when a provision becomes exigible, and if the provisions form a whole, from the date of the last unexecuted provision. Article 276. Effect of transfer over the prescription Transfer of debt does not affect the extinctive prescription running. Article 277. Suspension of the extinctive prescription term running a) b) c) d) (1) the extinctive prescription term running is suspended in the following cases: action filing is impossible because of force major; the obligation execution is postponed (moratorium); creditor or debtor is enrolled in the army forces that are engaged in a war; the normative act regulating the debatable legal relation is suspended;
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e) the activity of the judicial bodies competent in solving the litigation between parties is suspended; f) the creditor is incapable or has limited exercising capacity and doesnt have a legal representative, except the cases when creditor has procedural exercise capacity. (2) The extinctive prescription running is suspended only if the suspending grounds appeared or continued in the last six months of the extinctive prescription term, and if this term represents six months or less inside the extinctive prescription term. (2) The extinctive prescription running continues from the date of stopping the circumstances, serving as a ground for suspension of the extinctive prescription running and the term run during the period of time when the extinctive prescription running is suspended is not included in the extinctive prescription term. The remaining term is prolonged up to six months, and if the extinctive prescription term is shorter then six months up to the length of the extinctive prescription term. Article 278. Suspension of the extinctive prescription running in the case of family relations The extinctive prescription is suspended for: (a) applications between husband and wife for the whole period of marriage; (b) applications between parents and children until the childrens; (c) applications between tutors (guardians) and persons under their tutelage (guardianship) for the whole period of tutelage (guardianship). Article 279. Suspension of prescription in cases of managing someone elses goods As long as management didnt stop and the calculations were not presented and approved, the prescription is not running and the existing one is suspended between any persons, which, according to the law, a Court decision or a legal act, manage the someone elses goods and the owners of the managed goods. Article 280. Cessation of the extinctive prescription running (1) The extinctive prescription is interrupted: a) in case of brining the action in the established order; b) in case when the debtor performs actions, resulting in debt recognition. (2) After cessation of the extinctive prescription running a new term begins to run. The time run before the cessation of the extinctive prescription running is not included in the new term of extinctive prescription. Article 281. Prescription running in case of withdrawing the application If the Court withdrawn the application, the extinctive prescription running, which began before the institution of the proceedings, continues without interruption. Article 282. Putting back in the extinctive prescription term (1) In exceptional cases, if the Court finds that the extinctive prescription term is not observed due to circumstances related to the person of the plaintiff, the violated right of the person is defended. (2) Putting back into the term can be disposed only if the party has exercised its right for action before the term of thirty days calculated from the day when it has heard or should have heard the cessation of the motives justifying the exceeding of prescription term.
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Article 283. Extinctive unprescriptible claims The following claims are extinctive unprescriptible: a) on personal non-patrimonial right defense, unless the law otherwise stipulates; b) depositors claims against the financial institutions on deposits repayment; c) on reimburse of damage caused to the persons life or health. In this case the damage is reimbursed for a preceding period of institution of the proceedings, but not exceeding three years. Article 284. Obligations execution after expiration of the extinctive prescription term (1) After expiration of the extinctive prescription term, the debtor may refuse the execution of the obligation. (2) Voluntary obligation execution after the expiration of the extinctive prescription term is not an act without a legal ground. (3) The person, who has executed the obligation after the expiration of the extinctive prescription term is not entitled to require the repayment, even in case that at the execution date he didnt know the fact that the extinctive prescription term has expired. The same stipulation is applied for a recognition according to the contract and for the ensured guarantees of the debtor. Article 285. Effects of prescriptions in case of guaranteed rights (1) Prescription of a guaranteed right by pledge or mortgage does not prevent the acquired person to require satisfaction from the mortgaged good. (2) In case that a right was transferred for guarantee, the reimbursement cannot take place because the right is prescribed. In case of property, the good may be returned, if the guaranteed right was prescribed. (3) Par. (1) and (2) of the present Article is not applied for debts prescription to interest and other periodic successive provisions. Article 286. Prescription of additional provisions Together with the main right the right to additional provisions is prescribed, even when the special term of prescription for this right didnt begin to run.
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BOOK II. REAL RIGHTS

SECTION 1. PATRIMONY Article 287. Notion of Patrimony (1) Patrimony shall be the totality of rights and liabilities as attached to individuals and legal entities, which may be evaluated in monetary terms. (2) Assets of individuals or legal entities shall be a constituent part of such patrimony. Article 288. Assets (1) Assets shall be goods as susceptible of individual or collective disposal along with patrimonial rights. (2) There shall be assets as corporal objects with civil rights and liabilities connected therewith. Article 289. Civil Circulation of Assets Assets may circulate with no restraint whatsoever except for cases when circulation thereof shall be limited or prohibited by law. Article 290. Animals (1) There shall in respect of animals be applied provisions concerning assets except as otherwise provided by law. (2) There shall, whenever exercising any rights in respect of animals, be prohibited any acts of cruelty towards animals as contravening principles of human behavior. Article 291. Movable and Immovable Assets (1) There may be movable or immovable assets. (2) Immovable assets may include parcels, subsoil portions, separate aquatic objects, plantations, buildings, constructions and any other things as tightly fixed to the land as well as that which may, naturally or artificially, be durably attached thereto, including such assets which displacement may not be possible other than causing serious damage to purpose thereof. (3) All materials whenever temporarily separated from a parcel in order to be subsequently utilized shall also be immovable assets as long as they shall have been preserved in the same form, and so shall be any integral parts of an immovable asset whenever temporarily detached from a parcel for relocation thereof. All materials as used for the replacement of any former immovable assets shall also be considered immovable assets. (4) The category of immovable assets may, in addition, include other items as established by law. (5) The assets as not referred to as immovables shall be movable assets including money and bonds. Article 292. Provisions as Applicable to Real Rights All provisions as referring to movable and immovable assets shall respectively be applied to real rights in such assets.
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Article 293. Registration of Rights in Immovable Assets (1) The right of ownership and other real rights in immovable assets, encumbrances as regards those rights, emergence of any modifications, and cessation of those rights shall be subject to state registration. (2) State registration of rights in immovable assets shall be public. The body responsible for the execution of state registration shall provide any persons with information concerning rights and encumbrances as registered in relation to any immovable assets. (3) The body as authorized for state registration shall, at the request of the person whose right has been registered, issue a document confirming the fact of registration, or seal the document presented for registration. Article 294. Divisible and Indivisible Assets (1) An asset shall be divisible whenever susceptible of being divided with no economic purpose thereof to be ever changed. (2) An asset shall be considered indivisible which parts, once such an asset be divided, should lose initial purpose thereof. (3) All divisible assets may, by nature thereof, be considered indivisible based on a legal act. Article 295. Main and Accessory Assets (1) All assets as intended for permanent economic use of another (main) asset and connected therewith by any common economic purpose, shall be accessory for as long as they shall satisfy such condition. The rest shall be main assets. (2) Common purpose may solely be established by the owner of both assets unless otherwise stipulated by contract. (3) All accessory assets shall conform to the legal status of the main one unless otherwise agreed upon by the parties concerned. (4) No cessation of status of an accessory asset may ever contravene a third party who shall have previously acquired any rights in the main asset. (5) No temporary separation of any accessory asset from the main one shall ever change the status of the above asset. (6) No rights of a third party in respect of an asset may ever be infringed by way of transforming the asset into an accessory one. Article 296. Fungible and Non-fungible Assets (1) Fungible assets shall be goods, which may be replaced by other ones without changing the validity of payment in the discharge of any liabilities. All other assets shall be considered non-fungible. (2) Fungible assets may be considered non-fungible ones and those non-fungible may be fungible assets based on a legal act. Article 297. Individually and Generically Determined Assets (1) All assets shall be deemed to have been individually determined whenever they may, by nature thereof, be distinguished by signs and qualities as characterizing those assets. (2) Generically determined assets shall be assets possessing qualities as appropriate for such assets, and may be individualized according to number, measure, and weight. Those generically determined shall be fungible assets.
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(3) Individually determined assets may be considered generically determined ones, and those generically determined to be individually determined assets as parties may agree upon. Article 298. Consumable and Non-consumable Assets (1) Consumable assets shall be assets which common use shall imply alienation or consumption of substance thereof. All other assets shall be non-consumable ones. (2) All consumable assets may be considered non-consumable by a legal act. Article 299. Assets of State Ownership and Those of Private Ownership (1) All assets as owned by the state or any administrative-territorial units shall be part of private ownership unless transferred into state ownership by law or in the manner as established by law. (2) State property or that of any administrative-territorial units shall include assets as determined by law as well as those which may, by nature thereof, be of public use or interest. State interests may include the use of assets in public service or any activity as satisfying the needs of a community with no immediate participation by the community in the use of such assets according to the purpose specified. (3) All types of resources including subsoil assets, those found in air space, water and forestry as used in public interests, and natural resources of economic zones and those on land, communication lines as well as any assets established by law shall be exclusive objects of state property. (4) All assets of state property shall be inalienable, unquestionable, and imprescriptible. No right of ownership in those assets may ever be forfeited by reason of non-use, nor acquired by a third party by way of usucapion. Article 300. Complex Assets (1) Should more assets establish a unit as intended for common use due to the nature of that unity, such assets shall be considered one single asset (complex asset). (2) The legal act as adopted in respect of such complex asset shall be in force for all constituent parts of the asset except as otherwise provided by a respective act or by law. Article 301. Universality (1) Universality de facto shall be plurality of similar corporal assets, which shall be regarded as a whole. (2) Legal universality shall be plurality of corporal and non-corporal assets of any kind which, once regarded in the aggregate, shall be considered as a whole. Article 302. The Fruit (1) The fruit of an asset shall be gains, increment, and products of such asset. (2) The fruit of a right shall be gains and benefits as acquired while exercising that right. (3) All gains and benefits as ensured by an asset or right resulting from any legal relations shall also be considered the fruit of that asset or right. (4) Any empowerment in respect of an asset or right shall provide for the retainment of the fruit of the asset or right according to the volume and term of such empowerment except as otherwise provided by law or contract.
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(5) Should a person be obliged to restitute the fruit, he may claim compensation of all expenditures relating to such fruit unless those expenditures shall not exceed the value of the fruit. Article 303. Accessory Rights and Limited Rights (1) An accessory right shall be that as connected with another one and which may not exist without the latter. (2) A limited right shall be that derived from another, more extended, right, and, thus, be encumbered therewith. Article 304. Protection of Results of Intellectual Activity (1) There shall, in cases and in the manner as established by legislation, be recognized the exclusive right (intellectual property) of individuals and legal entities concerning the results of intellectual activity and identification attributes of legal entities, individualization of products, work and services provided (name of the company, trademark, brand, etc.). (2) The results of intellectual activity and attributes of identification as objects of exclusive rights shall solely be used by any third parties as agreed by the persons entitled. Article 305. Money (Currency) (1) The Leu shall be a legal means of payment being obligatory for reception thereof in conformity with nominal values throughout the State. (2) All cases, terms, and order of making payments by using foreign currency on the territory of the Republic of Moldova shall be established by law.
SECTION 2. Possession Article 306. Acquisition and Exercising of Possession (1) Possession shall be established by way of actual owning of an asset as intentionally performed. (2) No person may ever be considered possessor whenever entering into possession of an asset but doing so in favor of another person as authorized thereby. He shall be possessor who shall have provided authorization. (3) Should a person have taken possession instead of another person, he shall preserve that status until the opposite be proven. (4) Should there be more persons as possessing an asset in common, they shall be considered copossessors. (5) Should there be more persons as entitled to certain parts of an asset, those shall be possessors of separate parts. (6) All persons in case of incapacity as well as legal entities shall exercise possession through legal representative thereof. Article 307. Actual Possession and Constructive Possession (1) The possessor may be in actual possession of an asset by his own power (actual possession), or with the participation of a third person (constructive possession). (2) Should a person possess an asset based on usufruct, as a lien creditor, leaseholder, lodger, depositary or a party to any similar legal contract based on which he shall be entitled or be
obliged to temporarily possess a certain asset, that other person shall also be a possessor (constructive possessor). Article 308. Presumption of Possession (1) The possessor shall be presumed to own a certain asset as owner of that asset unless proven that he shall have taken possession of the asset in favor of another person. This presumption shall not be valid should the right of ownership be registered in the state register or should, in case of a former possessor, his asset have been stolen, lost or excluded from possession in some other way in defiance of the will of the possessor with the exception of money and bonds of the bearer. (2) In cases of former possession, the former possessor of an asset shall be considered as owner of that asset for the period of possession. Article 309. Presumption of Uninterrupted Possession Should a person have possessed an asset at the beginning and the end of a period, that person shall be considered as one having possessed that asset for an entire period. Article 310. Joint Possession Should there be more persons as jointly possessing an asset, those persons shall be considered co-owners of that asset. Article 311. Good-faith Possession (1) A good-faith possessor shall be a person in legitimate possession or, after a diligent examination of the reasons of entitlement, as necessary in civil relations shall be considered as entitled to possession. Good will shall be presumed. (2) Good-faith possession shall cease should the owner or any other person with a preferential right have laid valid claims to the possessor. Article 312. Claims of the Good-faith Possessor on Assets in Illegitimate Possession In case of dispossession, a good-faith possessor has the right to claim, for a period of three years, restitution of an asset from a new possessor. This rule may not be applied in the case when the new possessor has a preferential possession right. The claim of the possession may be applied to the person who has a preferential possession right if that person has acquired the asset by using violence or dolus. Article 313. Right of undisturbed possession by a good-faith possessor The good-faith possessor may claim, as well as the owner, the cessation of a disturbance in case he was not deprived of the asset but is disturbed in the exercising of possession in any other way. He may also claim compensations for any damage to possession. Compensation may be claimed in cases when the cessation of disturbance is not claimed or when it is impossible to execute this claim.
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Article 314. Legitimate possession (1) No legitimate possessor may ever be demanded to return an asset. The fruit of the asset as acquired in the course of legitimate possession shall be considered property of the possessor unless otherwise stipulated. (2) This rule also refers to any relations between the immediate possessor and the constructive one. Article 315. Obligations and rights of good-faith possessor for returning the asset (1) The good-faith possessor who does not have the right of possession or has lost that right, is obliged to return the asset to the person entitled. As long as the person entitled does not realize that right and the good-faith possessor may consider further keeping of the possession just, the fruit of the asset and rights shall belong to the possessor. (2) The good-faith possessor may ask the holder for compensation of improvements, interventions, charges, taxes and expenditures as born in the course of the good-faith possession of the asset as well as expenditures which may not be compensated by using the asset or the fruit acquired taking into account the fruit that could not be collected because of the holder. This rule is applied in case of improvements which have, as a result, the growth of the value of the asset if it persists at the moment of restitution of the asset. (3) The good-faith possessor may refuse to return the asset until his claims have been satisfied. Article 316. Obligations of bad-faith possessor (1) Bad-faith possessor shall restitute the asset to the holder of the right and also the rights and fruit of the asset. The possessor is obliged to compensate the value of the fruit which was not acquired through his fault. These provisions do not exclude any other claims against the badfaith possessor. (2) Bad-faith possessor may ask for the compensation of expenditures for the asset only if these, at the moment of restitution of the asset, lead to the enrichment of the holder of the right. Article 317. Transfer of possession as a result of succession As a result of succession, possession shall be transferred in the same form as it was held by the individual or legal entity succession is applied to. Article 318. Cessation of possession (1) Possession ceases if the possessor definitively yields assets or loses actual control over assets in any other way. (2) No temporary impossibility to take the actual control of an asset shall ever lead to the cessation of possession.
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SECTION 3. OWNERSHIP CHAPTER I. General provisions Article 319. Contents of the right of ownership (1) (2) (3) (4) The owner shall have the right of possession, use and disposal of an asset. The right of ownership shall be perpetual. The right of ownership may be limited by law or by rights of a third party. The right of use shall also include freedom of a person not to use an asset. The obligation to use the asset may be established by law if the non-use of the asset contradicts public interests. In this case, the owner may be obliged to personally use the asset or transfer it for use to a third party for an appropriate reward. (5) The owner shall maintain the asset owned except as otherwise provided by law or contract. Article 320. Guarantee of the right of ownership (1) Property is inviolable as established by law. (2) The right of ownership is guaranteed. Nobody may be forced to yield his property except when it is a matter of public use and only after receiving an appropriate compensation in advance. Expropriation is performed as established by law. (3) For works of general interest, the public authority has the right to use the land of any immovable property with the obligation to compensate the owner for any damage as caused to the land, plantations or constructions, and also for any other damage as imputable to the authority. (4) Compensations provided for in paragraphs (1) and (2) are determined together with the owner or, in case of divergences, by court decision. In this case, the decision of withdrawal of assets from the property of a person may not be executed until a definitive decision has been adopted by court. (5) No legally acquired assets may ever be confiscated. The legal character of the procurement is presumed. (6) The assets intended or used for committing offences may be confiscated by law. Article 321. Extension of the right of ownership Everything produced by an asset and all that is included, united or incorporated in an asset as a result of any deed of the owner, another person or a fortuitous case also belongs to the owner unless otherwise provided by law. Article 322. The risk of disappearance or fortuitous damage The owner shall provide for the risk of disappearance or fortuitous damage unless otherwise established by law or contract. Article 323. The rights as acquired prior to the transfer of ownership No change of the owner shall ever affect the rights of any third parties in the asset as acquired by good will prior to the transfer of the right of ownership.
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CHAPTER II. Acquisition and cessation of the right of ownership 1. Acquisition of the right of ownership Article 324. Modes of acquiring the right of ownership (1) The right of ownership in a newly created asset as realized by a person for himself shall be acquired by that person unless otherwise provided by law or contract. (2) The right of ownership may legally be acquired by occupation, legal acts, succession, accession, usucapion and court decision whenever it corresponds to property. (3) The right of ownership may be acquired as a result of an administrative act in cases as provided by law. (4) Other ways of acquiring the right of ownership may be regulated by law. Article 325. The moment of acquiring the right of ownership (1) The right of ownership is transferred to the acquirer at the moment of transferring a movable asset unless otherwise provided by law or contract. (2) In case of immovable assets, the right of ownership is acquired on the date of registration in the register of immovable property with exceptions as provided by law. Article 326. Transfer of assets (1) The transfer of assets shall include the remission of the asset to the acquirer as well as deposition of that asset to the carrier or to the post office to be sent, in cases when the asset is alienated without the obligation of its transportation. (2) Remission of the bill of lading or another act as entitling to the right of disposal of an asset is equivalent to the transfer of the asset. Article 327. Occupation (1) The possessor of a movable asset without the owner as such becomes the owner of the asset by way of occupation on the date of entering into possession under conditions as provided by law. (2) All movable assets without an owner are those which owner has expressly waived the right of ownership, abandoned assets as well as those assets which do not, by their nature, have an owner. Article 328. Assets found (1) All movable assets lost continue to belong to their owner. (2) The finder of an asset is obliged to return it to the owner or former possessor or, if such a person may not be identified, to transfer it to the authorities of the local public administration or to the police office in the community where the asset was found. (3) All assets as found indoors or in public transportation means shall be transferred to the possessor of accommodations or transportation means, who takes over the rights and obligations of finders except for any rights of remuneration. (4) Finders are responsible for the loss of or damage to any assets found only in cases of intentional damage or severe negligence and only within the limits of the cost of those assets. (5) The responsible body to which the asset as found was transferred, shall make an announcement concerning the asset found at the office.
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(6) This body is obliged to preserve the asset for the period of 6 months by making necessary provisions as referring to storage. (7) Should the storage, due to circumstances or nature of the asset, cause any diminution of the value of that asset or make it too expensive, the asset shall be sold as established by law. In this case, all rights and liabilities as connected with that asset shall refer to the money acquired after sales. Article 329. Acquisition of the right of ownership in the asset found (1) If the asset found is not claimed by the owner or by another person entitled within a period of 6 months, it is remitted to the finder on the basis of a report. The report represents for the finder the legal act of ownership which is also opposable to the former owner. (2) If the finder of the asset renounces his rights, the asset automatically passes into state ownership. (3) In case if, in accordance with the provisions of this article, the finder has acquired the right of ownership in an animal, the former owner may claim the restitution of the animal if there are circumstances to prove the existence of an affection of the animal towards him or cruel behavior of the new owner towards the animal. Article 330. Obligation of the owner of the asset found to compensate the expenditures and pay remuneration (1) The owner or the former possessor of the asset found is obliged to cover the expenditures as related to the storage of the asset. In case if the asset found was sold, the expenses for the storage and commercialization of the asset are to be retained. (2) The owner or the former possessor of the asset found is obliged to pay a reward to the finder of the asset, which shall not exceed one-tenth of the price or the actual value of the asset. (3) If the asset does not have any commercial value or payment of a reward for it could not be established in an amiable way, the finder has the right for a reward to be established by court. (4) In case when the owner has made a public offer for reward, the finder of the asset may choose between the reward and the sum as established by law or in court. Article 331. Treasure (1) The treasure is a movable asset, hidden or buried, including unwillingly, and the owner of which cannot be established or by law has lost the right of ownership. (2) If a treasure is found in a parcel or immovable property, it belongs by half to the owner of the parcel or the immovable property and to the finder, unless otherwise agreed upon. The finder shall not receive anything, although, if he has penetrated the parcel or immovable property without any consent of the owner or possessor. The consent of the owner or possessor is presumed until the opposite has been proven. (3) .In case of finding the treasure including an asset (assets) recognized as a historical and cultural monument, it shall pass into state ownership. The owner of the parcel or immovable property where the treasure was found as well as the person who has found it have the right to receive remuneration which constitutes fifty percent of the value of the treasure. Remuneration shall be divided equally between the owner of the parcel/immovable property and the finder of the treasure unless otherwise agreed upon by the parties. Remuneration shall be paid only to the possessor or owner of the parcel or immovable property if it is proven that the finder has penetrated the parcel or immovable property without any consent of the owner.
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(4) The provisions of the present article are not applied to persons who perform archaeological works and research or were doing any search as a result of which the treasure was discovered in the interest of a third party including the fulfillment of business obligations. Article 332. Natural fixed accession (1) A parcel which emerged on the banks of water resources belongs to the owner of the riparian parcel only if it is formed gradually (by alluvion). The parcels as gradually covered by rived beds of rivers, pass into the ownership of the owner of the respective watercourse. (2) The owner of the parcel surrounded by a river, lakes, ponds, channels and other aquatic objects shall not become owner of parcels as emerged after the temporary decrease of water level, nor shall the owner of those aquatic objects acquire any right in parcels covered by water during sporadic floods. (3) The owner of the parcel suddenly divided by a flowing watercourse as a result having part of his parcel annexed to the property of another person, does not lose the right of ownership in that part of the parcel if he claims it within a year from the date of holding possession. (4) Whenever a watercourse goes around the property of a riparian owner in both ways and thus forms an island, that person also becomes owner of the newly-formed island. Article 333. Artificial fixed accession (1) All surface and underground works and constructions on a parcel are presumed to be performed by the owner of the parcel at his expense and as belonging to him until otherwise proven. The works include plantations as well as arrangements which are not durably incorporated in the parcel. (2) The owner of the parcel who has performed constructions and works by using materials brought from elsewhere is obliged to cover their cost. In case when works were performed by bad will, the owner is obliged to pay for damage caused. (3) If any constructions or works are performed by a third party, the owner of a parcel has the right to keep them for his use or to oblige a third party to remove them at his own expense and pay for any damage caused. If the owner keeps constructions or works as performed by a third party, he is obliged to pay for the cost of the materials and work performed by a third party or pay an amount of money equal to the growth of the value of the parcel. (4) In cases when constructions and works of a third party are made in good will, the owner of a parcel may not claim their removal and is obliged to pay for the value of materials and work performed by a third party or pay an amount of money equal to the growth of the value of the parcel. (5) Whenever any construction is performed partially on the parcel of the constructor and partially on a adjacent parcel, the owner of that parcel may acquire ownership in the entire construction paying compensation to the constructor, but only if at least of the construction is located on his parcel. In this case, he shall acquire the right of superficies over the afferent parcel for the entire duration of the construction. Compensation shall cover the value of materials, cost of work and the counter-value of the use of the afferent parcel. (6) The bad-faith constructor may claim a compensation which shall not exceed one third of the calculated sum if not proven that the person entitled also bears part of the guilt. Article 334. Accession of immovable assets (1) In case in which two immovable assets with different owners unite, each of the owners has the right to claim separation of the assets if the other owner shall not be damaged by that. (2) If two assets with different owners are united and it is impossible to separate them without damage, additional work or excessive expenses, the new asset belongs to the owner who has
(3) (4)
(5) (6) (7) (8) (9)
contributed the most to the establishment of the new asset, by work or value of the initial asset; the new owner is obliged to pay the other owner the price of the asset which was annexed to the main asset. In case in which an accessory asset is of greater value than the main one and was annexed to it without consent of the owner, the latter may require separation and restitution of the accessory asset even if certain damage may be caused to the main asset. Unless otherwise provided by contract, the right in the asset resulting from processing a material belongs to the owner of the material, who is obliged to cover the value of labor. Any writing, drawing, design, painting, printing, carving and all other transformations of the surface are considered processing. The good-faith person who has transformed material by labor which does not belong to him, acquires the right of ownership in a good result if the value of the labor is superior to the value of the material, and pays the price of the material to its owner. The person who shall return the asset emerged is entitled to retain it until receiving the payment which shall be covered by the new owner. In case when an asset was created based on the blend of several materials as belonging to different owners and none of these may be considered the main material, any owner who did not know about the blend, may claim separation of materials if it is possible (confusion). If any mixed materials may not be separated, the asset formed belongs to owners of the materials proportional to the amount, quality and value of each material. Whenever any material of a good-faith owner exceeds any other material by value and amount, the owner may claim the asset as formed on the basis of materials blended by paying to the other owner the price of the material, restituting the material of the same nature, amount, weight, size and quality or the counter-value of that material.
Article 335. The right of a good-faith acquirer in movable assets (1) The good-faith acquirer obtains the right of ownership in a movable asset also in case when the person who disposed of the asset was not the owner. Good will is excluded in the case in which the acquirer knew or had to know that the person he had acquired the asset from was not owner of the asset. Good will shall be maintained from the moment of entering into possession. (2) The good-faith acquirer does not obtain any right of ownership in movable assets whenever the asset was stolen, lost or exempted in some other way from the property of the owner against his will, or the acquirer has received the asset free of charge. This rule does not extend to cases of acquiring money, bonds of those entitled or any assets as alienated at a public auction. Article 336. Usucapion of immovable property (1) If a person has possessed an asset for fifteen years as owner but with no right of ownership acquired, he shall become the owner of the respective asset. (2) If any immovable asset and/or rights referring to it are subject to state registration, the right of ownership is acquired on the basis of paragraph (1) of the present article from the moment of respective registration. Article 337. Usucapion of Movable Assets A person possessing in good will any asset of another person for a period of 5 years acting as the owner, acquires the right of ownership in such asset.
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Article 338. Unification of possessions For invoking (claiming) usucapion, the actual possessor of the asset may unite his possession with the one of his author. Article 339. Possession necessary for usucapion (1) Only useful possession may have legal effects if not stipulated differently by law. Possession is presumed useful until the opposite has been proven. (2) No discontinued, disturbed, clandestine, or precarious possession may ever be useful. (3) Possession is discontinued if the possessor practices it with intermittence which is not normal for the nature of the asset. (4) Possession is disturbed as long as it is acquired and preserved by acts of physical or moral violence which are not provoked by another person. (5) Possession is clandestine when it is exercised and not known. (6) Possession is precarious when it is not exercised in the name of the owner. (7) Discontinuity may be opposed to the possessor by any person concerned. (8) Only the person in whose reference the possession is disturbed or clandestine may claim those wrongdoings. (9) The vicious possession becomes useful at the moment of removing the vice. Article 340. Interruption of terms necessary for usucapion (1) The term as required for usucapion (acquisitive prescription) may not commence, and if it did, it may not be continued in the period in which the term of extinctive prescription of the claim is suspended. (2) The term as required for usucapion is interrupted if a claim is laid to the person who possesses the title of owner or in reference to the indirect possessor. In this case, the prescription course is interrupted only in reference to the person who has laid any claim. (3) In case when the course of the extinctive prescription was interrupted, the time of the action is not taken into account. After interruption, it should be started from the beginning. Article 341. Grounds for the cessation of the right of ownership (1) The right of ownership ceases as prescribed by law as a result of consumption, fortuitous disappearance or destruction of the asset, alienation of the asset based on a legal act, renouncement of the right of ownership and in other cases as stipulated by legislation. (2) Nobody may ever be forced to yield his property with the exception of cases as prescribed by law: a) pursuit of the property is made based on the obligations of the owner; b) alienation of assets which a person may not hold in his ownership by law; c) redemption of cattle in cases of violating the rules of treatment of cattle; d) requisition; e) confiscation; f) privatization of state property; g) expropriation for use in public interest; h) other cases as prescribed by law.
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Article 342. Renouncement of the right of ownership (1) The owner may renounce the right of ownership at any moment by a corresponding declaration or in the manner as certifying that he shall have renounced the asset with no intention of preserving any right of ownership in the above asset. (2) The owners obligations in respect of the asset as renounced by the owner shall cease whenever a third party shall have acquired the right of ownership in that asset. (3) Any renouncement of the right of ownership in immovable assets is made by a declaration, authenticated by a notary and registered in the register of immovable property. Article 343. Pursuit of ownership in connection with the obligations of the owner (1) Any alienation of assets owned by applying the procedure of pursuit of the property in relation to the obligations of the owner may be performed only based on a court decision unless otherwise established by law or contract. (2) The owner loses the right of ownership in assets in pursuit at the moment when the person entitled to whom the assets are transferred acquires the right of ownership. Article 344. Alienation of assets which a person may not hold in his ownership by law (1) If a person as established by law has acquired the right of ownership in an asset which he may not own by law based on the right of ownership, the owner is obliged to alienate the asset within a year from the moment of acquiring the right of ownership or in other terms as established by law. (2) If the owner does not alienate the asset within the terms as stipulated by paragraph (1) of this article, the court at the request of the authorities of local public administration may execute the alienation of the asset and transfer the price agreed upon to the former owner, retaining expenditures for alienation or the transfer of the asset into state ownership and the compensation of the owner, the amount of which is established by court. (3) The same rules are applied in cases when a person has legally acquired ownership in the asset that requires special authorization and was refused to be provided with such authorization. Article 345. Redemption of cattle in cases of violation of the rules of treatment of animals In case when the owner of cattle treats the cattle violating the rules as established by law or norms of human behavior in respect of animals, any person has the right to claim the transfer of the cattle. The price is established by agreement between the parties or in court. Article 346. Requisition (1) In cases of natural disaster, epidemic, epizootic or any other exceptional situations, the owner may be dispossessed of an asset based on the decision of the public authority, in the order and in view of the conditions provided by law. (2) The person from who the asset was requisitioned, may request its restitution if at the end of exceptional situation, it is still available as such. (3) The price of the asset or if the asset was preserved and was returned to its owner, the cost of its use is established by the agreement of the parties or in court.
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Article 347. Confiscation (1) Confiscation of the assets of an owner is only allowed on the basis of a court decision and in cases and based on terms as established by law. (2) In cases as provided by law, the assets of the owner may be confiscated by an administrative act. The administrative act as regards confiscation may be challenged in court. Article 348. Expropriation for use in public interests There may be no expropriation of any person except for the needs of public interest as established by law and with fair compensation in advance. CHAPTER III. Joint Property 1. General provisions Article 349. Conception and grounds for the emergence of joint property (1) There may be joint property in cases when two or more holders have the right of ownership in an asset. (2) Joint property may emerge based on legislation or by legal act. Article 350. Forms of joint property (1) Joint property may be characterized by the delimitation of share holding of each of the owners (share holding ownership) or lack of such delimitation (condominium ownership). (2) If the asset is common, share holding ownership is presumed until the opposite has been proven. (3) Condominium owners may attribute the mode of share holding ownership to joint assets. 2. Joint share-holding ownership Article 351. Share holding in joint share holding ownership (1) Each co-owner is the exclusive owner of an ideal share hold of the asset. The share holds are presumed equal until the opposite is proven. If the asset was acquired by legal act, the opposite may only be proven by the presence of deeds. (2) The co-owner who has improved the asset at his own expense with the agreement of other co-owners and these improvements are not separable from the asset, has the right to request appropriate modification of share holds or restitution of expenses. Article 352. The use of the common asset (1) Each co-owner has the right to use the common asset to the extent to which this does not change the purpose of the asset and does not violate the rights of other owners. (2) The way of using the common asset is established by agreement of the co-owners or, in case of failure, by court decision, which shall be based on an equitable appreciation of interests of all co-owners. (3) The co-owner has the right to claim the transfer into his possession and use of part of a joint asset corresponding to his share hold, and, when failing to do so, to claim equitable compensation from co-owners who possess and use that common asset.
(4) The co-owner who exercises the exclusive possession and use of the common asset with no consent of other co-owners may be obliged to pay compensations. Article 353. Fruits produced by common assets (1) The fruits produced by a common asset belong to all co-owners of the asset, proportional to each share hold in part if not otherwise agreed upon by co-owners. (2) The co-owner who has born alone the expenses for producing or collecting the fruits of a joint asset, has the right to claim restitution of such expenses from all other co-owners. Article 354. Charges and benefits Co-owners shall share benefits and cover charges of co-ownership proportional to their share holding. Article 355. Acts of conservation Each co-owner may perform acts of conservation with no consent of other co-owners and has the right to claim restitution of expenses related to it proportional to the share hold of each. Article 356. Acts of disposal (1) Acts of disposal in regard to assets in joint share holding ownership may only be signed with the consent of all co-owners. (2) All acts of disposal as signed without unanimous consent are of relative nullity if there is evidence that a third party is in ill will. In this case, the prescription of the right to act is enforced on the date when the co-owner who does not consent with others has found out or was to find out the presence of the cause of nullity. (3) The co-owner may alienate his share hold with the observance of the right of preemption of other co-owners. Article 357. The right of preemption (1) When share hold from joint share holding ownership is sold, other co-owners have the right (that of preemption) to buy it at the same price and under the same conditions as other candidates, except when it is sold at a public auction. (2) The vendor of the share hold from joint share holding ownership is obliged to inform other co-owners of his intention indicating the price and terms requested. If other co-owners fail to exercise the right of preemption within thirty days from the date of announcement made for immovable assets and ten days for movable assets, the vendor may sell the share hold to any other person. If more than one co-owner of joint share holding ownership intend to buy share hold on sale, the vendor has the right to choose among them. (3) If share hold is sold without respecting the right of preemption, each of co-owners has the right to sue the vendor in court within a period of three months, claiming restitution of rights and obligations of the customer. (4) No cessation of the right of preemption in the procurement of share hold from joint share holding ownership shall be admitted. Article 358. Withdrawal of share hold from joint property (1) Creditors of the co-owner of joint property may forcibly challenge his ideal share hold or may claim, based on a court decision, the division of the asset which is the case when
(2) (3) (4) (5)
(6)
withdrawal is made on the division of the asset or the amount of money which belongs to the debtor. In case of forced sale of share hold, the judicial executor shall notify other co-owners at least 10 days prior to the date as fixed for sales. All co-owners shall have the equal right of preemption in the adjudication of the share hold. The creditors that have the right of guarantee for joint assets or those which debt emerged in connection with their conservation or administration have the right to forcibly claim the joint asset or any sums resulted from share holding. Acts of division suspension may be opposed to creditors if they are authenticated or if publicity conditions as provided by law have been met. Personal creditors of the co-owner may also intervene at their own expense in the division as claimed by co-owners or by another creditor. They may not challenge any division completed except when it was not performed in their presence or without taking into account their expressly opposition and also when the division was simulated and they had no possibility to express their opposition. Provisions of point 5 of this article are also applicable to creditors who have the right of guarantee for the joint asset or those which indebtedness emerged in relation to the conservation or administration of that asset.
Article 359. Exclusion of an owner (1) Co-owners may demand that the court exclude one of co-owners who by his action, by that of those who make use of his share hold or those to whom he is responsible, severely violate rights of other co-owners. (2) In this situation, the co-owner is obliged to alienate his share hold and, in case of refusal, forcible sales of the share hold are made as decided by court. Article 360. Ownership of common parts in multilevel buildings or apartments (1) If in a building there are areas with households or for other purposes with different owners, each of the owners has the right of joint share holding ownership as applicable to those parts of the building which, being intended for the use of the areas, may only be used in common. (2) Respective relations are regulated by legislation in force. Article 361. Joint share holding ownership in common partitions (1) Any wall, ditch or lines between two parcels as located within a built-up area are presumed to be common ownership of neighbors unless the title or any sign of non-community, in accordance with rules of urbanism, should not prove the opposite or if it has not become exclusive ownership by usucapion. (2) The share hold of rights in common partitions shall be considered an accessory asset. Any alienation or mortgage of share hold may only be executed along with the right in a parcel. Article 362. Cessation of share based co-ownership (1) Cessation of co-ownership by division may be demanded at any moment unless otherwise established by law, legal act or court decision. (2) Division may also be demanded if one of co-owners has used a common asset exclusively, except for usucapion based on terms as provided by law. (3) Any division may be performed as agreed by parties or based on a court decision.
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Article 363. Inadmissibility of division (1) No division is admissible in cases as referred to in Articles 566 and 567 and in other cases established by law. (2) Division, nonetheless, may be made in case of common parts in multilevel buildings or apartments when there is the consent of all co-owners or when assets are not intended for common use whatsoever. Article 364. Postponement of division (1) The contracts regarding any postponement of division may not be signed for a period exceeding five years. In case of immovable property, agreements shall be signed in authentic form and filed in the register of immovable property. (2) Once claimed by one of co-owners and if grounded reasons are presented, the court may decide to perform division prior to the expiry of terms as stipulated in the contract. (3) The court may, in addition, examine postponement of division if that division may affect the interests of other co-owners. The court may dispose of the division of co-ownership if the circumstances as taken into account on the date of the decision for postponement have changed. Article 365. Division in the event of limitation of co-owners or lack of capacity If a co-owner is deprived of capacity of exercising his rights or has a limited capacity, division may only be performed voluntarily with the consent of a trusteeship instance and, if necessary, of a legal representative. Article 366. The mode of common asset division (1) The division of common asset is made on site, proportional to the share hold of each coowner. (2) If the asset is indivisible or may not be accurately divided, the division is made as follows: a) By attributing the entire asset in favor of one or a group of co-owners at their request in exchange of additional payment to others; b) by sales of the asset in the way established by co-owners or, in case of difficulty, at a public auction and with the distribution of the price received in accordance with the share hold of each. (3) When one of the co-owners receives part of an asset exceeding the share hold by value, other co-owners shall receive additional payment. (4) The division is performed in accordance with the procedures provided by law. (5) Real parts of the common asset established by court may be distributed in an aleatory way among co-owners if necessary. Article 367. Cessation of debts in case of division (1) Each of co-owners may demand cessation of debts created in relation to co-ownership and which are or shall be due within the year in which division is to be performed. (2) The sum necessary for the payment of the debt shall be extracted from the price of the asset sold and shall be covered by each of the co-owners proportional to their share holds unless otherwise stipulated.
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Article 368. The effects of joint property division (1) Each co-owner becomes the exclusive owner of the asset or of the sums of money received only on the date of division with the exception of immovable property the right of ownership of which commences on the date of registration of the asset in the register of immovable property. (2) The acts signed in accordance with the law by one of co-owners in regard to the common asset shall remain valid and are opposable to the person who has acquired the asset after the division performed. (3) The guarantees constituted by a co-owner for his share hold transform into the right in his asset or the money received as a result of division. (4) The division which was performed prior to the term stipulated in the co-owners agreement is not opposable to the creditor who holds mortgage over a share hold if he did not agree to the division or if the debtor does not preserve the right of ownership at least in a respective part of the asset. Article 369. The obligation of guarantee of co-owners (1) Co-owners shall guarantee their share holds for eviction and hidden defects, the provision in reference to the obligation of guarantee of the customer being correspondingly applied. (2) Each of co-owners is obliged to compensate the co-owner as prejudiced by the effect of eviction or hidden defect. If one of co-owners is insolvable, his debt shall be covered proportionally by all other co-owners. (3) Co-owners do not owe guarantee if the prejudice results from the consequence of an act committed by another co-owner or if co-owners have been exempted from it by division. Article 370. The nullity of division (1) Division may be dissolved by the same means as other legal acts. (2) The division performed not in the presence of all co-owners is declared absolute nullity. (3) Division is considered valid even if not all common assets have been exposed to division. The remaining assets may always be additionally divided. (4) The relative nullity of division may not be invoked by a co-owner who, being aware of the cause of nullity, alienates part of assets owned or all of them. 3. JOINT CONDOMINIUM OWNERSHIP Article 371. The notion (1) If the right of ownership belongs to several persons at once, with none of them being the holder of an ideal share hold from the common asset or assets, the ownership is considered joint condominium ownership. (2) The provisions in regard to joint share hold ownership are applied respectively unless otherwise provided by Articles 577-584. Article 372. The use of joint condominium ownership assets Each condominium owner has the right to use an asset in accordance with its purpose and with no limitation of rights of other co-owners unless otherwise provided by a legal act.
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Article 373. Acts of conservation and administration of common assets It is presumed that each of condominium owners has the consent of other owners for any acts of conservation and administration of a joint asset unless otherwise provided by law or a legal act. Article 374. Acts of disposal (1) Each of condominium owners may dispose of the common movable asset unless otherwise agreed upon by owners. (2) The written consent of all owners of an asset is obligatory for acts of disposal. (3) The legal act of disposal signed by one of condominium owners may be declared null if it is proven that the other party knew or was to know about the agreement as limiting the right of disposal, that other condominium owners are against signing the act or their consent was not requested in the alienation of immovable property. Article 375. The division of joint assets The division of the common asset between condominium owners shall be performed proportional to the participation of each in obtaining the common asset. Unless and until otherwise proven, it is presumed that participation of all owners is equal. Article 376. Joint condominium property of spouses (1) The assets acquired by spouses in marriage represent their joint condominium property in accordance with legislation or the prenuptial contract and no other ownership mode of those assets is established. (2) Each asset acquired by spouses in marriage is presumed to be joint condominium property of the spouses until otherwise proven. Article 377. Personal property of each spouse (1) The assets which belonged to spouses before marriage and also acquired in marriage based on a donation contract, by inheritance or any other way free or charge, is the exclusive property of each of the spouses. (2) The assets of individual use (clothing, footwear etc.), with the exception of jewelry and other luxury objects, even if they were acquired in marriage based on joint means of spouses, are considered personal assets of the spouse who uses them. (3) The assets of each spouse may be declared their common condominium property if it is proven that in marriage investments from joint means of spouses have been made to increase the value of those assets. Article 378. Determination of shares of spouses in joint condominium property in case of division (1) In case of sharing assets which is the common condominium property of spouses, the parties are considered equal. (2) Common assets of spouses may be divided in case of divorce and also in marriage. The division of assets in common condominium property in marriage does not affect the legal status of assets to be acquired in the future.
CHAPTER IV. The right of vicinity (neighborhood) Article 379. The obligation of mutual respect The owners of neighboring parcels or other immovable assets shall display mutual respect in addition to the rights and obligations as provided by law. An adjacent parcel or immovable property is the asset from which reciprocal influences may be produced. Article 380. The admissible neighboring influence (1) The owner of a parcel or other immovable asset may not forbid the influence on his property of gas, steam, smell, ashes, smoke, noise, heat, vibration or any other similar influence from the adjacent parcel if those do not prevent the owner from the use of his parcel or represent any minor violation of his rights. (2) The same rule may be applied in cases when the influence is considerable but is produced through conventional use of the other parcel and may not be removed by economically justified measures. If the owner is obliged to bear such an influence, he may claim from the owner of the adjacent parcel, who causes the influence, a corresponding monetary compensation, if the influence significantly exceeds the commonly recognized use in a respective community and admissible economic limits. Article 381. Inadmissible influences (1) The owner may request to forbid the construction or exploitation of such facilities, installations, the presence and use of which may certainly have an inadmissible influence on his parcel. (2) If the facility or installation was constructed with observance of the distance to the parcel boundary as established by law, the demolition or interdiction for exploitation may be requested only in case when the inadmissible attempt was already obviously produced. Article 382. The request to remove the danger of destruction If there is a danger of destruction of a construction from the adjacent parcel to his parcel, the owner of the parcel may demand that his neighbor should take measures to prevent the destruction. Article 383. The use of waters (1) The water currents and the phreatic net covering several parcels may not be deviated or manipulated by the owner of a certain parcel in such a way that the amount and quality of water be modified to the detriment of the owner of another parcel. (2) The owner of a lower parcel may not prevent in any way the natural leakage of water from the upper parcel. (3) If this flow causes damage to the lower parcel, the owner of the parcel may demand in court an authorization to perform all the necessary works in order to change the course of water on his parcel and cover all expenses. (4) The owner of the upper parcel is obliged not to perform any work, which would worsen the condition of the lower parcel.
Article 384. Special rules for the use of water (1) The owner of the lower parcel may not prevent the leakage as caused by the owner of the upper parcel or by other persons as it occurs spring, when it occurs in the upper parcel due to underground works performed by the owner, due to waters coming from the drain of the swampy parcels, of waters used for household, agricultural or industrial needs but only if this leakage precedes the flow to a water course or to a ditch. (2) In this case, the owner of the upper parcel is obliged to choose the itinerary and the means of leakage which would bring minimal prejudices to the lower parcel, and also is obliged to cover a fair and prior compensation to the owner of the lower parcel. (3) The provisions of this article are not applied in cases when there is a construction with a garden and an afferent yard on the lower parcel, or if there is a cemetery located there. Article 385. Water collection The owner who wants to use natural or artificial water for the effective irrigation of his parcel, has the right to perform the works necessary for the collection of water in the opposite riparian parcel exclusively at his own expense. Article 386. The surplus of water (1) The owner who has an excess of water to cover his current needs is obliged to offer the surplus to an owner who would not be able to procure all the necessary amount for his parcel in exchange of fair and prior compensation. (2) The owner may not be exempted from the obligation mentioned in paragraph (1) of the present article, by pretending that the surplus of water may be used for other purposes other than the current ones. Nonetheless, he may demand additional compensations from the other owner if he is able to prove the existence of other purposes. Article 387. The conservation of acquired rights of the owner of the lower parcel (1) The owner may use the spring located in his parcel in all ways under condition of not affecting the acquired rights of the owner of the lower parcel. (2) The owner of the parcel with a spring shall not change the course of water if this implies that the inhabitants of a community would lack water necessary for current needs. Article 388. Drops from the eave The roof shall be constructed so that water, snow or ice should fall exclusively within the owners parcel. Article 389. The fruit fallen from fruit trees The fruit fallen from a fruit tree on the adjacent parcel shall be considered fruits from that parcel. Article 390. The roots and branches from an adjacent parcel The owner of the parcel may cut and keep the roots of a tree which have penetrated his parcel from the adjacent one. The same rule may be applied in case of branches of trees and bushes hanging from the adjacent parcel.
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Article 391. The distance and intermediary works demanded for constructions, works, and planting (1) All constructions, works or planting shall be made by the owner of the parcel only with the observance of a minimal distance to the demarcation line, in compliance with the law, the urbanism rules or, in the absence thereof, in accordance with the custom of the community, so that no prejudice to the rights of the owner of the adjacent parcel can be caused. (2) The trees shall be planted at a distance stipulated by law, the rules of urbanism or the local custom, but not less than 2 meters from the demarcation line, with the exception of trees shorter than 2 meters, of plantations and green fences. (3) In case of violation of the established distance, the owner of the adjacent parcel shall be entitled to demand the removal or change of the corresponding height of the trees, plants, or fences at the expense of the owner of the parcel where those are planted. Article 392. Passing the boundary of the adjacent parcel in case of construction (1) If the owner of a parcel has passed the boundary of the adjacent parcel while performing a construction, with no premeditation or severe negligence to be charged against him and the owner of the adjacent parcel failed to raise objection to trespassing in the construction process, such owner shall tolerate the fact of having the boundary of his parcel trespassed. (2) The owner of the parcel penetrated shall receive an annual monetary compensation for inconveniences paid in advance. (3) The owner of the parcel penetrated may always come with the proposal to transfer the property over the portion of the parcel occupied by the construction on the adjacent parcel by selling it to his debtor. Article 393. The access to someone elses parcel (1) Each owner is obliged to allow the access of his neighbor on his parcel after receiving a written or oral notice, if the access is necessary for the maintenance of a construction or performance of works or planting on the adjacent parcel. (2) The owner who is obliged to grant the access to his parcel, has the right to demand compensation for the damage caused by the fact of access and to request the return of the parcel to the initial condition. (3) In cases when, due to a natural cause or force-majeure, an asset has been penetrated or transported to a parcel, the owner of the parcel shall allow the access to it for the search and restitution of it if he did not search for it by himself or did not return it to its owner. The asset continues to belong to his owner, except when the owner renounces it. The owner of the parcel may demand the removal of the alien asset and return of the parcel to its initial condition. (4) The owner of a parcel who performs constructions, planting or works on his parcel, does not have the right to endanger the adjacent parcel, the durability of its constructions, works and planting.
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Article 394. Easement rights (1) If the parcel does not have any communications by all means of access of common use, water pipes, electric wires, gas, telecommunications, the owner has the right to ask the neighbors for permission to use their parcels for setting up these communications. (2) The passage through adjacent parcels shall be made with minimal damage to the right of ownership in the parcel. The neighbor shall receive fair prior compensation for the use of his parcel, which may be made, if it is agreed by the parties, by lump sum payment. (3) The compensation described in paragraph (2) of the present article is doubled if lack of access is due to an action by the owner who demands passing. Article 385. Installation of a demarcation line (1) The owner of a parcel may ask his neighbor to participate in the installation of a new demarcation line and signs or restoration of the old deteriorated boundary. (2) The expenses for installing the demarcation line are equally shared between the neighbors if there is no different agreement between them. Article 396. Litigations in regard to the demarcation line (1) If it is impossible to determine the real boundary of parcels in a dispute, than the real possession of the neighbors shall be decisive for the demarcation. If it is impossible to determine the real possession of the neighbors, the portion argued shall be divided into equal parts and added to the parcels of neighbors. (2) If the determination of the boundary in accordance with these provisions leads to a result which infringes the established facts, that is if the size of the parcel does not correspond to the established size, the boundary may be established by court decision as claimed by of one of the parties.
Section 4. Other real rights CHAPTER I. The Usufruct Article 397. The notion of usufruct (1) The usufruct is the right to use for a period the asset of another person and to collect the fruit and revenue from it as the owner may, but with the responsibility to preserve its substance. (2) The usufructuary has the right to possess the asset but not to alienate it. (3) The usufruct may be limited by excluding some utilizations. (4) The usufruct may be constituted only in favor of one or more persons, collectively or successively, who were present at the moment of opening the usufruct.
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Article 398. The establishment of usufruct (1) The usufruct may be established by law or legal act, and the provisions of the register for immovable property are applied only to immovable assets. In cases provided by law, the usufruct may be established by the decision of the court. (2) The establishment of the usufruct is conducted by the same rules that operate in case of alienation of assets which are objects of the usufruct. (3) The object of the usufruct may be constituted by any non-consumable assets in the circulation, whether movable or immovable, material or non-tangible, including patrimony and part of patrimony. (4) The usufruct is extended to all component parts of the asset in usufruct including accessory assets. Article 399. The term of usufruct (1) The usufruct may be constituted at maximum to the moment of death of an individual or to the liquidation of the legal entity, in no shorter term as established by the agreement of parties. (2) The usufruct constituted in favor of a legal entity may not exceed the term of thirty years. (3) Usufruct ceases at the moment of death of a person and liquidation of the legal entity in which favor it was established. (4) Any legal act which establishes usufruct as perpetual and transmissible in case of death or liquidation, is subject to absolute nullity. Article 400. Inalienability of usufruct (1) The usufruct may not pass from the usufructuary to another person by legal act or succession. (2) The usufructuary may lease the object of usufruct, partially or as a whole, unless otherwise stipulated at the moment of establishment. (3) If at the moment of establishment of usufruct the asset was not transferred to rent or lease, the usufructuary does not have the right to transfer it to rent without permission of the naked owner or without court authorization, if this right was not expressly transferred to the usufructuary at the moment of the establishment of usufruct. (4) At the cessation of the usufruct, the naked owner has the right to maintain the contracts of rent and leasing signed in the mode established. He may, however, refuse to maintain them if: a) the term of the rent or leasing contract exceeds the usual term in accordance with local customs without his expressly consent; b) the commercial area was leased for a period exceeding five years; c) the agricultural enterprise leased for a period exceeding twelve years; d) an agricultural parcel was leased for more than six years;
e) the rent or leasing contract include unusual clauses which are excessive to the naked owner. (5) The naked owner may lose the right to refuse to maintain the rent and leasing contracts when the renter or tenant have established a reasonable term in which the naked owner should have declared the maintenance of refusal to maintain contracts and he failed to do so within the terms prescribed. Article 401. Determination of the condition of the asset (1) The usufructuary takes over the assets in their current condition. (2) At the establishment of the usufruct over a universality of assets, the usufructuary and the owner are obliged to support each other in the process of providing the inventory of assets. (3) The inventory shall contain the date of entries, be signed by both parties and the signature shall be authenticated at the request of one party. (4) Each party has the right to demand that the inventory be made by competent bodies. (5) The party which demands the above as specified in paragraphs (3) and (4) shall cover all the expenditures related to it. Article 402. The price, charges and expenditures of usufruct (1) The usufruct is free of charge if the opposite was not expressly stipulated. (2) The expenditures and charges of property are applicable to the naked owner if not stipulated differently by law or in the contract. (3) The usufructuary shall cover compulsory payments (fiscal taxes, taxes) to the state for the object in respect of which usufruct was established. Article 403. The right of the usufructuary in the fruit and revenues (1) The usufructuary takes advantage of all the fruit and revenues produced by the object of the usufruct if the opposite is not stipulated, The fruit of the object under usufruct become property of the usufructuary on the date of their collection. (2) The fruit which was not received at the moment of opening of the usufruct is considered property of the usufructuary; the fruit which was not collected after the cessation of the usufruct period, is the property of the owner if the usufruct act does not provide for a different procedure. The revenues as received daily is the property of the usufructuary. This provision is also applied to leasing and rent revenues, dividends and interest. Article 404. The right to dispose of consumable assets If the usufruct also includes consumable assets, the usufructuary has the right to dispose of them but has the obligation to restitute assets of the same quality, amount and value or, if this is impossible, the monetary expression of their value, at the cessation of the usufruct. Article 405. Payment of debts due (1) If the usufruct includes a debt which is due during the usufruct, payment is made to the usufructuary who shall issue an invoice.
(2) At the cessation of the usufruct, payment is transferred to the naked owner. Article 406. The right to vote (1) The right to vote as ensured by a bond or stock, part of co-property or another asset, belongs to the usufructuary. (2) The right to vote, however, belongs to the naked owner if it has as effect the modification of the substance of the main asset, as social capital or the asset held in co-ownership, changing the purpose of that asset in the event of liquidation of a legal entity. Article 407. The right of creditors (1) The creditors of the usufructuary may pursue his rights with reserves to the rights of the naked owner. (2) The creditors of the naked owner may pursue his rights with reserves to the rights of the usufructuary. Article 408. The right to use trees (1) The usufructuary does not have the right to cut the trees, which are planted in the parcel under usufruct with the exception of repairs, maintenance and exploitation of the parcel. He may, however, dispose of the trees, which naturally withered. (2) The usufructuary is obliged to replace the trees that have been destroyed according to local customs or habits of the owner. Article 409. The right of the usufructuary in the forests intended for felling (1) If the usufruct includes forests kept by the owner for periodical felling, the usufructuary is obliged to keep the order and amount of felling as prescribed by law, as specified by the owner or local customs, without having any claim or pretension to any portions of the forest, which were not felled for the duration of the usufruct. (2) The trees which are removable without damaging the nursery are not part of the usufruct unless the usufructuary has the obligation to comply with legal provisions or local customs for replacing those trees. (3) The usufructuary may, according to legal provisions or local customs, exploit portions of forest with high trees that are intended for regular felling, whether periodically in established areas or for a certain number of trees from the entire parcel. In all other cases the usufructuary may not fell high trees; he may, however, be able to use the trees which have accidentally fallen or are to fall; in this regard, he has the obligation to state the need of felling those trees in the presence of the naked owner. Article 410. The right to use quarries (1) In accordance with the law, the usufructuary may use the quarries, which were in process of exploitation at the establishment of the usufruct as the naked owner did. (2) The usufructuary does not have any rights in unopened quarries.
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Article 411. The wear of the object of usufruct (1) If the usufruct includes assets which, without being consumable, may be worn as a result of their use, the usufructuary shall use them as a good-faith owner and in accordance with their purpose. (2) In this case, he shall not be obliged to replace assets but to return them in the condition at the time of cessation of the usufruct. Article 412. The obligation to inform (1) If the asset is damaged, destroyed, needs repair or improvement or measures shall be taken to prevent dangers, the usufructuary is obliged to inform the naked owner of that fact. (2) The usufructuary is obliged to denounce any attempt of usurpation of the parcel or questioning as to the right of ownership to the naked owner, with the sanction of compulsory payment of damage and interest. Article 413. The obligation to observe the purpose of asset The usufructuary is obliged in exercising his right to observe the purpose as specified by the naked owner of the asset under usufruct. Article 414. The obligation to perform repairs (1) The usufructuary is obliged to perform repairs for maintaining the asset. (2) Whenever the usufructuary has unexpected expenses related to the maintenance of the asset, the obligation of the owner to restitute them is determined based on the established rules of business management. (3) The overall repairs shall be the obligation of the naked owner but he may not be obliged to do so. (4) Large-scale repairs shall be the obligation of the usufructuary in case when maintenance repairs have not been performed. (5) The usufructuary is obliged to inform the naked owner of the need of large-scale repairs. (6) In cases when the naked owner does not perform overall repairs, the usufructuary may do it at his own expense and the naked owner is obliged to restitute expenses at the cessation of the usufruct. Article 415. The exclusion of the obligation of reconstruction The usufructuary and the naked owner are not obliged to reconstruct what was destroyed because of age or by any fortuitous case. Article 416. Payment of insurance premiums If the asset is insured, the usufructuary shall pay insurance premiums for the duration of the usufruct.
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Article 417. Modification and cessation of the tax right The tax right under usufruct may be modified or cease by legal act only by the consent of the usufructuary. Article 418. The right of disposal and practice of actions for defense The naked owner has the right to alienate the asset, tax it with charges (pledge, mortgage) and practice all the actions in protecting the right of ownership. Article 419. Obligation of the naked owner to guarantee the rights of the usufructuary The naked owner is obliged to abstain from any legal acts or material facts which may terminate or prevent the usufructuary from exercising his right freely and fully, to guarantee the usufructuary from eviction, compensate him if, due to an action, the value of the usufruct was diminished. Article 420. Payment of debt attached to patrimony encumbered with usufruct (1) If the universal usufructuary pays any debts attached to patrimony or part of patrimony under usufruct, the naked owner is obliged to restitute the advanced sums at the cessation of the usufruct without any interest. (2) In case the usufructuary does not pay the debts provided for in paragraph (1) of the present article, the naked owner may pay by himself or by selling part of assets under usufruct. In both cases, the usufructuary shall have to pay a rate of interest for the entire duration of the usufruct. (3) If payment of debts is not made in the manner indicated in paragraphs (1) and (2) of the present article, the creditors may claim assets under usufruct. Article 421. The discovery of a treasure The right of the usufructuary does not extend to the right of ownership in regard to any treasure found in the asset. Article 422. Cessation of the usufruct (1) The usufruct ceases at the expiration of the term for which it was established in the event of the combination of the quality of usufructuary and owner in one person, renouncement by the usufructuary of his right, death or liquidation of the usufructuary. (2) The usufruct also ceases in the event of any court passed resolutions or nullity by a legal act through which the person who established the usufruct has acquired the title of ownership. Article 423. Cessation of the usufruct on the demand of the naked owner The usufruct may cease on the demand of the naked owner when the usufructuary abuses the asset, damages it or abandons it for degradation. Article 424. Cessation of the usufruct in case of destruction of the asset (1) Usufruct ceases in case when the asset is completely destroyed due to a fortuitous case. If the asset is partially destroyed, the usufruct continues for the remaining part.
(2) In all cases, the usufruct shall continue to be entitled to insurance allowance if it is not used for the reparation of the asset. Article 425. The effect of the cessation of usufruct (1) On the expiration of usufruct, the usufructuary is obliged to restitute all assets which he holds as entitled to usufruct in an appropriate condition to the owner. (2) In case of perishing or damage to the asset through the fault of the usufructuary, he is obliged to compensate the owner. (3) In cases of immovable property, the cessation of the usufruct shall be registered in the register of immovable property.
CHAPTER II. The right of disposal and the right of habitation Article 426. The right of disposal and the right of habitation (1) Disposal is the real right in the asset which belongs to another person, based on which the user may dispose of the asset and collect the fruit necessary for his needs and for the needs of his family. (2) The holder of habitation right has the right to live in the household which belongs to another person, together with his spouse and children, even if he was not married on the date when that habitation was established. (3) Disposal and habitation are established on the basis of a legal act or by law, or any provisions as regards the register of immovable property in case of immovable assets. (4) The act by which disposal is established may limit or extend the right of disposal. The user may not claim more fruit than those which are intended for his personal needs or for the needs of his family unless otherwise provided by law. Article 427. The exercising of the right of disposal or of the right of habitation (1) The right of disposal or habitation may not be yielded, and the assets which constitute the object of that right may not be rented or leased. (2) The user and the holder of the habitation right shall cover all expenses for maintenance of the asset proportional to the part of his disposal. Article 428. The right of disposal of common facilities The user or holder of the habitation right whose right extends only to part of the asset has the right to dispose of the facilities intended for common use. Article 429. Application of provisions relating to usufruct The provisions as regards usufruct are applied in accordance with disposal and habitation.
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CHAPTER III. Servitude Article 430. The notion of servitude (1) Servitude is the charge imposed on an immovable asset (subservient parcel) for the use or utilization of the immovable asset by another owner (dominant parcel). Utilization may involve the growth of the comfort of the dominant parcel or may result from the economic use of this parcel. (2) An obligation may be connected to the servitude and may be imposed on the owner of the subservient parcel. This obligation is accessory to servitude and may be stipulated only in favor of or for the exploitation of the immovable asset. Article 431. Terms of servitude (1) When establishing servitude, the empowered person shall observe the interests of the owner of the encumbered parcel. (2) The parties may establish that the owner of the dominant parcel shall periodically pay a reward (compensation) to the owner of the subservient parcel. (3) The change of the owner of dominant or subservient parcels and also the division of those parcels does not affect the right of servitude. (4) Servitude may be established for ensuring future utilization of the dominant parcel. (5) Servitude for a facility in construction or a parcel that is to be acquired may be established only on the date of completion of the construction or on the date of obtaining the parcel. (6) A parcel under usufruct or superficies may be encumbered under servitude only with the consent of the superficiary or the usufructuary. Article 432. The establishment of servitude (1) Servitude may be established for the purpose of the owner, by legal acts or by usucapion. (2) Servitude established by legal acts is opposable after the registration in the register of immovable property. (3) The legal act which establishes servitude shall be signed in an authentic form. Article 433. The establishment of servitude for the purpose of the owner The servitude for the purpose of the owner is established by the entry of the owner of the parcel who, in regard to the future division of the parcel, establishes the nature, purpose and the condition of servitude of part of a parcel in favor of other parties. Article 434. Obtaining servitude by usucapion (1) The continuous, apparent, non-apparent and positive servitude may be established by usucapion as provided by law.
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(2) It is presumed that the material acts referring to non-continuous servitude are performed by an ordinary consent of the owner of the subservient parcel. The owner of the dominant parcel shall be able to prescribe by proving the opposite. (3) Non-apparent and negative servitude may not be acquired by usucapion. Article 435. Exercising of servitude (1) The charge of the servitude to the subservient parcel represents the obligation of the owner to permit the performance of certain actions in, over or under his parcel. The servitude may consist of the obligation of the owner of the subservient parcel to abstain from certain actions in favor of the owner of the dominant parcel. (2) The servitude extends to everything necessary for its exercising. (3) If servitude was exercised voluntarily and without objections for a period of at least three years, any litigations between owners may be solved based on this practice. (4) The owner of the subservient parcel is obliged to abstain from any act, which limits or endangers the exercising of the servitude. Thus, for example, he shall not be able to change the state of things or to transfer the exercising of servitude to another location. (5) The owner of the subservient parcel may demand the exercising of servitude for any other part of the parcel than the one indicated in paragraph (3) of this article but only in case when this does not affect the owner of the dominant parcel. In this case, all expenses for changing the location of the servitude are covered by the owner of the subservient parcel. (6) The right of servitude of the owner of the dominant parcel shall be exercised in such a way that it should create the least difficulties for the owner of the subservient parcel. Article 436. Abandonment of the subservient parcel In cases when, in accordance with the conditions of the contract, the expenses for works necessary for the exercising and preservation of servitude shall be covered by the owner of the subservient parcel, he has the right to exonerate from this obligation by abandoning part of the parcel necessary for servitude in favor of the owner of the dominant parcel. Article 437. Rights of the owner of the abandoned parcel (1) The owner of the dominant parcel has the right to use servitude to perform any works in the subservient parcel necessary for the exercising of servitude, to preserve the right of servitude unless otherwise provided by the contract between the parties concerned. (2) The owner of the dominant parcel may take all measures and perform at his own expense all works necessary for the exercising or preservation of the right of servitude unless otherwise provided. The expenses related to the implementation of these works are shared between the two owners proportionally to any gains obtained and to the extent to which the works performed are necessary and profitable for the owner of the subservient parcel. (3) The owner of the dominant parcel may remove all constructions and plantations as placed by him in the subservient parcel if the restoration of the parcel to the normal condition of exploitation is needed, and he shall perform it on the demand of the owner of the subservient parcel.
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Article 438. Obligations of the owner of the dominant parcel (1) The owner of the dominant parcel is obliged to maintain the constructions and plantations located in the subservient parcel to the extent to which it protects the interests of this parcel. (2) If the right of servitude is established in favor of two or more owners of the dominant parcels, the obligation of maintenance of constructions and plantations located in the subservient parcel and of repairing the damages produced stipulated in paragraph (3) of the present article is the responsibility of each of the owners of dominant parcels in equal parts if the law or the act of establishment of the servitude should not otherwise provide. (3) The owner of the dominant parcel is obliged to recover damage as inflicted to the owner of the subservient parcel. Article 439. The rights over constructions and plantations The owner of the subservient parcel does not have any rights in constructions and plantations placed in his parcel by the owner of the dominant parcel. Article 440. Competition of several rights If the servitude of a parcel competes with another servitude or with a real right of use of a immovable asset, and these rights may not simultaneously be exercised in part or in full volume and they have the same degree of priority, each justified person may demand the establishment of an order of exercising which would consider in an equitable way the interests of all parties. Article 441. The grounds for cessation of servitude Servitude ceases by withdrawing it from the register of immovable assets for one of the following reasons: a) consolidation, when both parcels belong to the same owner; b) renouncement by the owner of the dominant parcel; c) expiration of the terms of contract; d) redemption; e) impossibility of exercising; f) non-use for a period of 10 years; g) disappearance of any utility of the servitude; h) expropriation of the subservient parcel, if servitude contradicts the use of public interest, to which the expropriated asset shall be transferred. Article 442. The calculation of the term of non-use (1) The term of 10 years shall start from the date of the latest term of exercise of the noncontinuous servitude or from the date of act, which is in opposition to the continuous servitude.
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(2) The practice of the servitude by a co-owner or usufructuary leads to the interruption of the servitude for other co-owners or of the naked owner. Article 443. The redemption of the transit servitude (1) The transit servitude may be redeemed by the owner of the subservient parcel if there is obvious disproportion between the utility acquired by the owner of the dominant parcel and inconveniences or depreciation of the subservient parcel. (2) In case of disagreement between parties, the court may support the consent of the owner of the dominant parcel. The court shall take into account the duration of the servitude and the change of value of the two parcels for the establishment of the redemption price.
CHAPTER IV. Superficies Article 444. The notion of superficies (1) The superficies is the real fixed right to use the parcel of another person for performance and exploitation of a construction or facility on and/or under this parcel or the exploitation of an existent construction or facility. This right is alienable, and it may be the object for succession and for a location contract. (2) Unless otherwise provided, the right of superficies may only be extended to the surface of a construction or of a construction to be performed and also over the non-construction surface, which is, by the nature and purpose of the construction, necessary for ensuring the normal exploitation of it. (3) The extension of the right of the superficiary of use of the encumbered parcel is established by contract or by law. If not stipulated differently, the parcel is encumbered with the servitude necessary for the practice of the right of superficies. The servitude ceases at the moment of cessation of the right of superficies. (4) The right of superficies is subject to the provisions on the right of ownership in immovable assets, if it is not stipulated differently by law. (5) The construction is an essential constituent part of the right of superficies. (6) The right of superficies may not be established under resolute conditions. (7) The limitation of the right of superficies to part of a construction is forbidden. Article 445. The establishment of the right of superficies (1) The right of superficies is established by legal act or provision, and is opposable to the third parties from the moment of registration in the register of immovable assets. (2) The right of superficies is established for a period of 99 years, if another term is not expressly established. (3) The right of superficies may not be limited by a suspensive condition.
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Article 446. The right of superficies in case of demolition of the construction The right of superficies does not cease in case of demolition or perishing of a construction. Article 447. The rank of the superficies The right of the superficies is specified in the register of immovable assets only with rank 1. The rank may not be modified Article 448. The practice of the right of superficies The superficiary may freely dispose of his right. In the case of an existent construction, the superficies may be alienated or mortgaged only together with it. In case of alienation of the construction by the superficiary, the owner has the right of preemption. Article 449. The obligation of the superficiary to pay a due (1) If not provided differently by agreement, the owner of the right of superficies is due to pay to the owner of the subservient parcel by monthly payments the sum equal to the price of the rent established in the free market, taking into account the nature of the parcel, the purpose of the construction, the area, in which the parcel is located, and also any other criteria for the assessment of the counter-value of the use. The due is determined on the date of establishment of the superficies. (2) The due may be adjusted at the request of one of the parties in the case if the economic conditions lead to the non-equitability of the non-adjustment. The degree of the adjustment shall be determined taking into account the change of economic conditions and the rules of equity. (3) In the case if the superficiary does not pay the due for a period of three years, the owner of the parcel has the right to demand the sale of the superficies at an auction. The owner of the parcel has the right to participate in the auction. In the case if the superficies belong to several persons, these persons bear a common responsibility for the payment of the due. Article 450. The cessation of the right of superficies The right of superficies ceases in accordance with the following conditions, if not stipulated differently by law: a) On the expiration of the contract term; b) by consolidation, when the parcel and the construction become property of the same owner. Article 451. The cessation of the right of superficies at the request of the owner of the parcel If the superficiary has not completed the construction in the terms established in the contract of establishment of the superficies, or if he violates the obligation regarding the conservation of the construction, the owner of the parcel has the right to demand the cessation of the right of superficies.
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Article 452. The effects of the cessation of the right of superficies (1) On the cessation of the right or superficies, the construction located on the parcel is transmitted to the owner of the parcel. (2) The owner of the parcel shall pay a compensation, corresponding to the value of the construction, to the superficiary. The compensation is not considered satisfactory if it does not cover at least 2/3 of the market price of the construction. (3) The owner of the parcel may be exempted payment of the compensation, if he prolongs the right of superficies before the expiry term, for the assessed duration of exploitation of the construction. In the case if the superficiary refuses the prolongation, he loses the right for compensation. (4) The superficiary does not have the right to remove the construction or any of its parts on the expiration of the contract of superficies. Article 453. The fixed guarantee for compensation (1) The superficiary has the right to retain the construction until the payment of the compensation. (2) The pretension for compensation is secured by parcel from the position of superficies and with the rank of superficies. (3) If at the moment of cessation the right of superficies is under a mortgage, the mortgage creditors have the right of pledge over the compensation. Article 454. The subrogation in contracts in the course of execution On the cessation of the right of superficies, the owner of the parcel is subrogated to the superficiary in the location and leasing contract in the course of execution.
CHAPTER V. The pledge 1. General provisions Article 455. The notion of pledge (1) The pledge is a real right on the basis of which the creditor (the pledge creditor) may demand his debts to be satisfied with priority to the other creditors, including the state, from the value of the assets under pledge, in the case if the debtor (pledge debtor) does not execute the obligation secured by pledge. (2) The pledge is connected to the obligation secured by pledge, represents a relation of an accessory right to the main obligation and is time conditioned by its duration, if the law or the pledge contract do not provide for a different way. Article 456. The types of pledge (1) The pledge is of 2 types: registered pledge (non-dispossession pledge) and the pawn.
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(2) In the case of the registered pledge, the object of the pledge remains in the possession of the pledge debtor or of a third person, who acts in the name of the pledge creditor. In the case of pawn, the object of the pledge is transferred to the pledge creditor or to a third party, which acts in the name of the pledge creditor. In accordance with the pledge contract, the object of the pledge sealed by the pledge creditor may remain for the pledge debtor. (3) As far as the nature of legal relations, the registered pledge includes: a) mortgage the pledge of the land, buildings, constructions, other immovable assets, directly connected to the land, together with the afferent parcel, necessary for ensuring the activity of the pledged object or with the right of use of this parcel. Mortgage also includes the taxing of the present and future rentals, produced by a immovable asset. It shall be registered in the register of immovable assets; b) entrepreneurs mortgage the pledge of the enterprise, which extends over the entire patrimony of the enterprise, including the fixed and circulatory funds, other patrimonial assets and rights, presented in the balance of the enterprise, if the law or contract do not provide for a different way; c) the pledge of goods in circulation of processing; d) the pledge of the assets to be acquired by the pledge debtor. Article 457. The pledge creditor and the pledge debtor (1) The pledge creditor is the person, the obligations to which are guaranteed by pledge. (2) The pledge debtor is the owner or another legal possessor or usufructuary of the assets under pledge, who has the right to alienate these assets. (3) The pledge may be established both by the debtor of the guaranteed obligation and a third party. Article 458. The object of the pledge (1) The object of the pledge (pledged asset) may be any good or patrimony right, including a universality of assets, bonds or rights confirmed by stock certificates. (2) The assets, withdrawn from the civil circuit, the inalienable assets or the assets, which, in accordance with the law, may not be pursued, may not constitute the object of the pledge. (3) The pledge may be extended to the assets and patrimony rights, which shall be acquired in the future, if it is provided in the contract. (4) The assets, which by law may not be transferred separately, may not separately be encumbered by pledge. A part of an indivisible asset may not constitute an object of the pledge. (5) The assets, which are in joint ownership, may be put under pledge only with the consent of all the co-owners. (6) One of the co-owners may put under pledge his share hold in the joint share hold ownership without the consent of the other co-owners, if the contract or the law does not stipulate it
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differently. In the case of immovable assets, the remark in regard to the need of such a agreement shall be registered in the register of immovable assets. (7) The right of pledge extends over the accessories of the main asset, which is the object of pledge, if the contract does not provide for a different way. (8) The right of pledge extends over the fruit of the use of pledged assets only if it is expressly stipulated in the contract. (9) The person, who has a right affected by modalities or susceptible to nullity over an asset, may establish a pledge only on the same conditions. Article 459. The pawning of the assets at the pawnshop loan (1) The pawning of the assets at the pawnshop is performed in accordance with the provisions in regard to the pawn as far as the law does not provide for a different way. (2) A pawn receipt is issued for the retained asset, to confirm the pawn contract. (3) The pawnshop is obliged, at the moment of transfer of the possession, to insure the pawned asset in the favor of the debtor at its own expense and in accordance with the assessed value, which is established in accordance with the market prices for the category and quality of pawned assets. The clause, which excludes the obligation of insurance, is null. (4) The pawnshop does not have the right to use and dispose of the pawned assets and is responsible for the loss and deterioration of pawned assets as far as it cannot prove that the loss or deterioration are the consequence of a force majeure event. (5) In the case when the credit, granted through the pawn of the assets, is not restituted in the prescribed terms, the pawnshop has the right, based on a notary act with executive character, after the expiry of an additional term of one month, to sell the pawned asset in accordance with the Rules regarding the capitalization of the pawned assets. The debts of the pawnshop to the debtor are also ceased, when the profit from the sale does not cover the debt. (6) The rules in regard to granting credits by the pawnshop for the pawning of the assets, which belong to individuals, are established by law. (7) The conditions of the contract of pawning at pawnshop, by which the rights of the debtor are limited in comparison to the present Code and other laws, are null and such conditions shall be substituted with the corresponding legal provisions. Article 460. The particularities of pledging the assets in circulation or processing (1) In the case of pledging of assets in circulation or processing, the pledge debtor has the right to modify the natural composition and shape of the object of the pledge (stocks of goods, raw material, materials, semi-products, finished products etc.), with the condition that their total value does not decrease in comparison with the value, stipulated in the pledge contract. (2) The reduction of the value of the pledged assets in circulation or processing is admitted proportionally of the discharged part of the obligation secured by pledge, unless the contract provides for a different way. (3) The assets in circulation or processing, alienated by the pledge debtor, cease to be the object of the pledge at the moment of transmission of the right of ownership over them to the person
who has purchased them, and the assets purchased by the pledge debtor and mentioned in the pledge contract, become object of the pledge at the moment, when the pledge debtor acquires the right of ownership or economic use over them. (4) The pledge debtor of the assets in circulation or processing is obliged to register all the data in regard to the conditions of pledging of the assets, the data on the operations, which lead to changing the natural composition and shape of the pledged assets in the pledge book. Article 461. The particularities of pledging the bonds (1) The bonds may be pledged based on the pledge contract. The pledge of the bonds by endorsement is performed in accordance with the legislation. (2) The pledging of the bonds, which confirm the right over certain goods (product representative bonds) implies the pledge of the respective goods. (3) The pledged stock does not give the pledge creditor the right to participate as stock-holder at the general reunions, the right of participation being reserved to the stock-holder. (4) The certificates regarding interest, dividends and other revenues, acquired on the basis of the right, expressed in the bond, constitute the object of the pledge, unless the contract provides for a different condition. Article 462. Debt secured by pledge (1) The pledge may secure one or more legal debts, whether current or prospective, pure or simple, or affected by modalities. The debt secured by pledge shall be either determined or determinable. (2) The pledge may be established in such a way, that only the maximal sum, secured by the property, is to be determined by registration. (3) The pledge establishment shall be valid only if the secured debt is expressed in terms of money. (4) Unless the contract provides otherwise, the pledge shall secure the debt to the extent existing at the moment of payment, including the capital, the interest, the prosecution expenses and the expenses for the maintenance of the pledged assets. The parties may also extend the guarantee over the penalties and the prejudice, caused by non-execution, based on contract. (5) A debt may be secured by several property (blanket pledge) and by several persons. (6) Another debt may be posed instead of the debt, for which the pledge is established, with the consent of the pledge creditor and the pledge debtor. The replacement of the secured debt must not prejudice the rights of the pledge creditors with a lower priority degree. The requirements as regards the form and registration shall be duly observed. Article 463. The pledge established to secure money (1) The pledge established to secure a sum of money shall be valid even if, at the moment of its establishment, the pledge debtor has not yet received or has partially received the benefit, for which he/she undertakes the obligation. This rule shall be applied especially upon granting a credit, issuance of bonds or other loan titles.
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(2) If the pledge creditor refuses to transfer the sum of money, which he/she has committed to advance and in security of which he/she holds a pledge, the pledge debtor may obtain, on the expense of the creditor, the reduction (except for mortgage) or the cancellation of the pledge, paying in the latter case only the amounts that he/she has actually received. Article 464. Indivisibility of pledge (1) The pledge is indivisible and subsists integrally over all the encumbered property, over each separate asset and over all parts of these, even though the asset or the bond is divisible. (2) The mortgage over capital constructions, isolated apartments and rooms, located on the land plot, which belongs to a third party, shall extend over the right of use or lease of such plot or respective ideal lot. (3) The mortgage extends over all the improvements of the encumbered property, provided that the contract does not stipulate otherwise. Article 465. The transformation of property The pledge subsists over the new movable property, which results from the transformation of a pledged property. The pledge subsists over the merger (combination) or union of several movables, at least one of which has been pledged. Article 466. Compensations for insurance The pledge creditor has the right to be rewarded with priority from the compensations for insurance for the perishing, loss or deterioration of the pledged asset, regardless the fact, in the favor of whom was the pledged asset insured, if the perishing, loss or deterioration of the pledged asset are not caused by the pledge creditor or if the contract does not provide for a different condition.
2. Grounds for pledge establishment. Pledge register Article 467. The establishment of the pledge (1) The pledge is established based on contract or the law. (2) The registered pledge shall take effect at the moment of its registration, in accordance with the provisions of the present Code. (3) In case of pawn, the pledge shall take effect at the moment of transmission of the object of the pledge, if the pledge contract does not provide otherwise. Article 468. Debts, from which a legal pledge may emerge Unless the law provides for a different way, only the following debts may produce a legal pledge: a) The state debts for the amounts due in accordance with fiscal legislation; b) The debts of persons who have participated in the construction of assets; c) The debts resulting from court decisions.
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Article 469. The pledge contract (1) The pledge contract, with the exception of pawn contract, must be in writing. In case if the authentic form is required for transmission of the asset, the pledge contract is concluded in authentic form. (2) The mortgage contract shall be concluded in authentic form. The non-observance of the form shall result in nullity of the contract. (3) Any alteration or addition to the pledge contract shall be executed in the form provided for the contract conclusion. (4) The pledge contract shall include the name and surname (name) of the parties, their domicile (registered office) address, the express consent of the pledge debtor to establish the pledge in the favor of the pledge creditor, type of the pledge, description of the pledged or mortgaged asset, the assessment of the pledged assets and their location, the essence and the maturity of the pledge guaranteed debt and its maximal value of it not including the interest and other expenses, the permission or prohibition of further pledge, as well as other terms and conditions, established by agreement of the parties. (5) The clause on pledge may be included in the contract, based on which the obligation secured by pledge appears. Article 470. Notification of the creditor of the rights of third parties The pledge debtor is obliged to notify the pledge creditor in written form on the rights of the third parties with respect to the object of pledge, of which he/she is aware at the moment of pledge establishment, at the signing of the pledge contract. The failure to execute such obligation entitles the pledge creditor to request anticipatory execution of the obligation secured by pledge or modification of the provisions of the pledge contract, if the rights of the third parties diminish the creditors guarantee. Article 471. Registration of pledge (1) The non-dispossession pledge must be registered in a public register in the way provided by the law. (2) The pledge is registered in the following way: a) the mortgage is registered in accordance with the legislation regarding the survey of the fixed assets to the territorial cadastral body, under the jurisdiction area of which the mortgaged fixed asset is located. The pledge contract is presented for the registration of the mortgage in a period of 3 months from the days of signing it. The non-observance of this term has as effect the nullity of the contract. If the pledge contract is signed in the same time with the buy-sell contract, the right of ownership and the mortgage must be registered consecutively; b) the entrepreneurs mortgage is registered in accordance with the provisions of the present Code, at the notarys office, under the jurisdiction area of which the enterprise is located; c) the pledge of nominative bonds must be registered in the register of nominative bond holders; d) the pledge of state bonds in the register of state bond holders; e) the pledge of the rights for intellectual property in the register of intellectual property; f) the pledge of other movable assets in the register of the pledge of movable assets.
(3) The particularities of the registration of the pledge in the registers, mentioned above (letters a to f of paragraph (2) of the present article) is regulated by the legislation regarding the functioning of the respective registers. (4) The registration procedure is established by law. Article 472. The effects of registration (1) The fact that the information has been registered in the pledge register presumes the information is true. (2) The registration in the pledge register does not validate a pledge, which is void. (3) From the moment of pledge registration, no one shall plead ignorance of the information, included in the pledge register. (4) The pledge debtor or creditor shall not plead falseness of the information, included in the pledge register in relation with good-faith third parties. Article 473. Registration of execution of obligation secured by pledge The documents, which confirm the partial or total discharge of the obligations secured by pledge are the bases for the registration of the corresponding changes of the data in the pledge register. Article 474. Erasing information on pledge from the pledge register (1) At the extinction of pledge, the information regarding it is to be erased from the pledge register. (2) The following may demand the erasing of the pledge information from the pledge register: a) the pledge creditor b) the pledge debtor, based on the claim, signed by both parties, on the declaration of the pledge creditor on the renouncement at the pledge or based on the decision of the court. c) A third party who has acquired the object of the pledge based on the written declaration of the pledge creditor on the exclusion of the pledge from the pledge register, of the certificate, issued by the judiciary executor, by which it is confirmed that the asset was acquired in the procedure of forced execution, of the certificate issued by the insolvency body for the confirmation that the asset was acquired in the process of bankruptcy, of the court decision on the expiry of the pledge, even if it was not party in a trial. (3) The erasing of the pledge from the perspective of the procedure, is identical with the process of pledge registration. The pledge creditor is obliged to ensure the registration of termination of the pledge immediately after the discharge of the obligation secured by pledge. Article 475. The public character of the information in the pledge register (1) Any person may take acknowledgement of the register of the pledge, to obtain information on the registration of a pledge and extracts from the pledge register, in three days from the date of the request.
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(2) The pledge debtor may request the interdiction of access of third parties to the information from the pledge register in regard on the pledge over his assets. In this case it is presumed that the entire patrimony of the pledge debtor is pledge encumbered. Article 476. The appeal on the actions or non-actions of the pledge registrar Each person has the right to sue the rejection of the request for registration of the pledge, illegal registration, issuing wrong information, a delayed presentation or the unreasoned refusal to present the requested information in reference to the registration of a pledge 3. The rights and obligations of the parties of the pledge contract Article 477. General provisions (1) The pledge debtor and the pledge creditor are free to determine, by mutual agreement, the rights and obligations of each, if the law does not provide for a different procedure. (2) The pledge creditor may assign a pledge administrator, who must act in his name and must take any action in relation to the object of the pledge, in the limits of the rights of the pledge creditor, with the exception of the right to transmit the obligation secured by pledge. The pledge or mortgage debtor or the third party that holds the asset are obliged to observe the indications of the pledge administrator. (3) In case of pawn, at the extinction of the right of pledge, the pledge creditor is obliged to restitute to the pledge debtor all the pledged assets immediately. Article 478. The right to use and dispose of the object of the pledge. Ensuring its integrity (1) The pledge debtor has the right to use the object of the pledge in accordance of its destination and also to obtain the fruits and revenues of it, unless the contract or the essence of the pledge provides for another procedure. (2) The guarantee asset may further be encumbered with real rights or transmitted to lease or use to third parties with the prior notification of the pledge creditor. The third loses the rights, established earlier, without the consent of the pledge creditor, for a term, which exceeds the payment due of the guaranteed obligation, at the expiry of 1 month from the date of the notification of the last by the pledge creditor on the intention to practice the right of pledge. This rule may not be applied to the establishment of the pledge. (3) The pledge debtor does not have the right to alienate the pledged assets, with the exception of the case, when he/she has the respective authorization, issued by the pledge creditor. (4) The agreement, which limits the right of the pledge debtor to leave for inheritance the pledged asset, is void. (5) The pledge creditor has the right to use the object of the pledge only in the cases provided in the contract, and must present a report on its use to the pledge debtor. The pledge creditor my be obliged by contract to obtain a profit (benefit) from the object of the pledge for covering the main obligation secured by pledge. (6) The pledge creditor or debtor, depending on the fact, who holds the pledged assets, is obliged to preserve and maintain them, with the observance of the right of maintenance of these assets. If there is a danger of loss or deterioration of the pledged assets, the holder of the
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assets is obliged to inform the other party, and the other party has the right to examine the assets. Article 479. The authorization for alienation of pledged assets (1) The pledge creditor may, with the exception of the pawn cases, to issue to the pledge debtor an authorization of alienation of the pledged object, free of pledge. Such an alienation must be made onerously and in the established way for the replacement of the object of the pledge. (2) The issuing of the authorization may be provided for in the pledge contract. In this case the person, who signs a transaction with the pledge debtor, procures the pledged objects free of pledge. (3) In the case of pledge of the assets in circulation or processing, the pledge debtor may alienate certain goods from his pledged reserves, selling them in a usual commercial activity. (4) The authorization for the alienation of the pledged assets is suspended at the handing of the notice of forced execution of the obligation secured by pledge and to the moment when the forced execution of this obligation may not be continued. (5) The authorization of alienation of the pledged asset becomes void at the transformation of the registered pledge into a pawn. Article 480. The replacement of the object of the pledge. (1) The parties may convene over the conditions of replacement or substitution of the object of the pledge. The replacement or substitution of the object of the pledge constitute a new pledge or mortgage. (2) In the case if, by reasons and in the ways established by law, the right of the pledge debtor over the asset ceases and the debtor is given another asset, or a corresponding sum of money, the right of pledge is transferred over the new asset or the pledge creditor has the right for a priority satisfaction of his claims, from the sum of money, to which the debtor has the right. In this case, the pledge creditor has the right to request the fulfillment of the pledge and mortgage guaranteed obligations prior to the provided terms. Article 481. Ulterior pledge (1) The pledging of the assets already under pledge is allowed if it is not prohibited by precedent pledge contracts. (2) The pledge debtor has the obligation to inform each ulterior pledge creditor on all the existent taxes of the asset and is responsible for the prejudices caused to the pledge creditor by the non-fulfillment of this obligation. Article 482. The preference order of the non-dispossession pledge (1) The order of the satisfaction of debts, which devolve from the several rights of pledge over the same assets or patrimony rights is established taking into account the order of appearance of the rights of pledge (2) The debts of the ulterior pledge creditor are covered only after the complete coverage of the debts of the previous pledge creditor. The creditor of a superior degree must pay the costs
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supported by the creditor of an inferior degree if he/she failed to invoke the priority of his rights when notified about the practice of the right of pledge by this creditor. (3) The pledge creditor of an inferior degree may cover the debt from the pledged asset prior to the creditors of a superior degree, only with the written consent of each of these creditors. Article 483. The yielding of the degree of priority (1) The pledge creditor may yield the degree of priority, by the size of the guaranteed debt, in the favor of another pledge creditor, thus the last passes in the place of the first, by the size of the debt of the creditor who has yielded the degree of priority. (2) The pledge creditor who has yielded the degree of the priority has the obligation to notify the debtor and the pledge debtor if he/she is a third part, on this matter, in three days after the yielding. (3) The yielding of the degree of priority of the pledge is possible only within the same public register and in reference to the same asset. (4) The yielding of the degree of priority is possible to the extent, to which it does not violate the rights of another pledge creditor who has a pledge for the same asset. (5) The yielding of the degree of priority is registered based on the request of the pledge creditor, in the same way with the registration of the pledge, and has effect from the date of registration. Article 484. The execution prior to the term of the obligation secured by pledge (1) The pledge creditor has the right to demand for the execution prior to the term of the obligation secured by pledge in the case if the right of the pledge debtor over the pledged asset has expired in the conditions provided by law, and also in the case of confiscation of the pledged asset, as a sanction for committing an offense or a minor offense. (2) The pledged creditor has the right to demand for the execution prior to the term of the pledged guaranteed obligation, and in case of non-execution of his debt to pursue the object of the pledge: a) has violated the rules of the next pledge; b) has not executed the obligations provided for in paragraph (6) of article 690 of the present Code; c) has alienated the pledged asset by violating the provisions of paragraph (3) of article 690 of the present Code; d) does not hold the possession of the pledged asset, in opposition with the conditions of the pledge contract; e) has violated the rules of replacement of the pledged asset; f) has not observed the terms of due of mature payments.
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4. Participation of Third Parties in Pledge Relations Article 485. The cession of the pledge guaranteed claim (1) The pledge and the claim, which constitutes its basis, may be transmitted only together and at the same time. (2) In case of cession of the guaranteed claim, the new pledge creditor acquires the right of pledge. The pledge debtor remains obliged to the cessionary creditor. (3) In case of cession of one party of a guaranteed claim, the new creditor acquires the right of pledge proportionally with the portion of the claim, if the pledge contract does not provide for a different condition. (4) The substitution of the pledge creditor is registered in accordance with article 681. The validity of the previous registration is not affected until the registration of the new pledge. (5) The pledge and guaranteed claim pass to the new creditor without changes. Article 486. The cession of the pledge guaranteed debt (1) The debt from the obligation secured by pledge may be yielded to another person only with the consent of the pledge creditor, and if the debtor of the guaranteed obligation and the pledge debtor are different persons, also with the consent of the last one to hold responsibility for the debtor. (2) The debt from the obligation secured by pledge may be ceded to another person without the consent of the pledge debtor (if he is different from the guaranteed obligation debtor). In this case the pledge ceases. (3) In the case if the debtor of the guaranteed obligation and the pledge debtor are the same person, the pledge remains, with the exception of the case when the pledge creditor agrees upon another guarantee or the extinction of the pledge. Article 487. The procurement of the pledged assets by a third part (1) Any third party acquires the right of ownership or of management of the pledged assets, taking into account the pledge, with the exception of the cases provided for in article 691 and in the present article. (2) The pledged assets are considered free of pledge in the case when the buyer believes with good will that the pledge does not exist, as well as the circumstances, based on which, he/she should have known about the existence of the pledge. (3) The good-faith buyer is considered the person who: a) procures pledged assets in the form of goods which are in circulation and processing; b) procure assets or rights with the exception of fixed assets and rights over fixed assets, the selling of which was made public; c) procures payment documents, bills of lading, bonds including debt bonds and other assets sold at stock exchange;
d) is recognized as such by the court. (4) The law may provide for other cases of recognition of the good-faith buyer. 5. Forced Execution of the Obligation and Extinction of the Pledge Article 488. General Provisions (1) The pledge creditor has the right to pursue the pledged asset if the pledge debtor has infringed the obligation secured by pledge and also to demand for the immediate execution of the obligation secured by pledge in full if the pledge debtor has not observed the term of execution of any contract obligation in the case when this condition is directly provided by the pledged contract. (2) By derogation from articles 697-700 of the present Code, the covering of the creditors claims from the value of the pledged assets of the debtor, who was started a procedure of insolvency, is performed in the way provided by the legislation on insolvency. Article 489. The right of pursuing the pledged asset (1) The assets encumbered by pledge are pursued from the value of the pledged assets in accordance with the decision of the court, if the pledge creditor and the pledge debtor didnt come to another agreement, signed after the establishment of the right of satisfying the obligations secured by pledge. (2) The satisfying of the pledge creditor claims without the intervention of the court is admitted upon a notary certified act between the pledge creditor and the pledge debtor, signed after issuing of the right to pursue the pledged asset, the alienation of which requires notary certification. In case of violation of the rights of one of the parties the court may consider the agreement invalid. (3) The pledged object can only be pursued by court decision in cases where: a) the authorization or agreement of another person or institution was needed for the signing of the contract; b) the pledged object represents assets of historical, cultural and artistic value; c) the pledge debtor is unavailable and his exact location can not be identified. (4) Before the deposition of the citation in court, the pledge creditor must announce in written form the pledge debtor, by indicating the definite violations of the pledge encumbered obligations, or the violations of the pledge contract by the debtor, provided by the present Code. Article 490. Measures of protection of the pledge encumbered assets in the process of forced execution of the obligations. (1) After the pledge debtor receives the notice of forced execution of the obligation, the pledge creditor receives possession right over the object of the pledge, if this is a movable asset. In the case when receiving the possession of the pledged assets is merely impossible or is contested by the pledge debtor or a third party who is the possessor of the pledged object, the pledge creditor may take necessary measures for ensuring the
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right of pursuit of the pledged object and for not admitting the decrease of its value by the debtor or a third part. (2) At the request of the pledge creditor the court may decide over other measures of protection of the pledged object in the process of the forced execution of the obligation. Article 491. Measures of selling the pledged object (1) The selling of pledged assets under pursuit is performed, based on the decision of the court, in accordance with the legislation, but not earlier than in three months after the deposition of the citation in court by the pledge creditor. (2) The initial auction price of the pledge assets is established by the decision of court in cases of legal pursuit of assets or by agreement between the pledge creditor and the pledge debtor in other cases. (3) The pledged assets are sold to the highest bidder of the auction. (4) In the case if it is declared that the auction did not take place, the pledge creditor has the right to procure the pledged object at the price indicated in the pledge contract and to include his pledge guaranteed claims in that price. (5) If it is declared that the auction did not take place and a repeated auction is organized, the pledge creditor has the right to procure the pledged object at a price reduced with at least 10% of the initial price established at the auction. (6) The pledge debtor and the debtor of the obligation secured by pledge have the right to execute the obligation secured by pledge until the selling of the pledged object. At the request of the pledge creditor, the pledge debtor and the debtor of the obligation secured by pledge are obliged to execute the main obligations partially or in full in accordance with the contract provisions. (7) In case of alienation of a pledged enterprise, the court may assign an enterprise administrator with the respective mandates. The assignation of the administrator of the enterprise must be coordinated with the pledge creditor and must be noted in the pledge register. Article 492. The distribution of means obtained from selling the pledged object (1) The court, in the way established by point 4 of the present article, solves the problem of distribution of the means obtained from selling the pledged object. (2) In the case if the obtained means do not cover all claims, the pledge creditor has the right to obtain the other means from other assets of the debtor, which may be pursued in accordance with the legislation, without benefiting in this case of the privileges, which result from the pledge right. (3) If the means obtained from the selling of the pledged object exceed the value of the obligations secured by pledge of the pledge creditor, the difference is paid to the pledged debtor. (4) The means obtained from the selling of the pledged object must be distributed immediately in the following succession:
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a) expenses related to selling the pledged assets, including court expenses and the remuneration of the administrator of the enterprise (entrepreneurs mortgage); b) claims of pledge creditor (or of pledge creditors in accordance with the succession of coverage of their claims); c) payments to other persons, who have the right to receive means from the selling of the pledged object. Article 493. Means of legal defense in case of forced execution of obligation. Each person has the right to contest the appearance and validity of a pledged right in court, in case of violation of his rights. Article 494. The grounds for terminating the right of pledge The right of pledge shall cease: a) in case of extinction of obligation secured by pledge; b) in case of expiry of the term, for which the pledge was established; c) in case of loss of pledged assets; d) in case of forced selling of pledged assets; e) in other cases provided by law. Section 5. Register of Fixed Assets Article 495. The destination of the register of fixed assets (1) The register describes the fixed assets and indicates the real rights, which have as object these assets (2) The rights of debt, the legal facts or relations connected to the fixed assets included in the register may be inscribed in the cases provided by law. (3) Any interested person may take acknowledgement of the register of fixed assets. (4) The way of elaboration and compounding of the register of fixed assets is determined in accordance with the legislation. Article 496. The presumption of the authentic and complete character of the data in the register of fixed assets (1) The entries made in the register of fixed assets are presumed authentic and complete, until proven the opposite. (2) The contents of the register is considered authentic, in the favor of the person who has acquired by legal act a right from another person, if the right was inscribed in the register on the name of that person. This provision is not applied when an appeal over the authenticity was noted or when the obtainer was aware of the non-authentic character of the asset.
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Article 497. Types of entries (1) There are three types of entries: the tabulation, the provisory entry and the noting. (2) The tabulation and provisory entry have as object the tabular rights and the noting refers to the entry of claim rights, legal facts and relations connected to the fixed assets inscribed in the register. (3) The provisory entry and the noting are made only in the cases and in the conditions provided by the law. Article 498. Obtaining real inscriptive rights (1) The real rights over fixed assets, which are subject to entry in accordance with the law, must be acquired between parties and also in relation to third parties, only by the entry of their establishment or relocation made in the register of fixed assets, based on a mutual agreement between parties. (2) The real rights must be lost or ceased only if their erasing was inscribed in the register of fixed assets with the consent of the holder. The consent is not necessary if the right ceases due to the completion of the term indicated in the entry or by his death or, by case the termination of the existence of such holder. (3) If the right to be cancelled is encumbered in favor of a third person, the erasing must be made with preserving the right of that person. (4) The irrevocable decision of the court must replace the mutual agreement or, by case, the consent, in the cases provided for by the law. Article 499. The order of rights inscribed in the register of fixed assets (1) The order of the rights inscribed in the register of fixed assets is determined in accordance with the order of the moments of the registration. The date of the registration is considered the date when the application for registration was received. (2) The order may be further modified. For that the consent of the persons to change the order of the entries is needed, followed by the registration of the modification in the register. (3) In the case of registration of one or another right, the owner may stipulate the condition of the order of the registration of the right. This condition must also be registered. Article 500. The provisory entry in the fix assets register (1) The provisory entry in the register must be requested in the following cases a) when the real right acquired is affected by a suspensive or resolutely condition; b) when on the basis of the decision, which is not yet irrevocable, the party with claims was obliged for the replacement, establishment or cessation of a tabular right or the administrator of the assets of another person was obliged to give a mortgage guarantee; c) when the debtor has consented to the sums for which the mortgage was established.
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Article 501. The effect of the provisory entry (1) The provisory entry has as effect the obtaining, modification or cessation of a tabular right from the date of registration of the application, under the condition and to the extent of its justification. (2) The justification of a provisory entry is made with the consent of the person to which the entry refers or on the bases of a irrevocable decision of the court. (3) The justification of erasing the mortgage right is made on the bases of a irrevocable court decision and regarding validation; (4) The justification of a provisory entry extends its effects over all the entries which were made based on this justification. The non-justification of a provisory entry may lead, at the request of an interested part, to the erasing of the entry and all the entries that were made in relation to its justification. Article 502. Public access (1) Each person may study the register of fixed assets and all other accessory documents, with the exception of the data regarding national security issues, without being obliged to justify his interest. (2) In accordance with the law, certified extracts and legalized copies from the register of the fixed assets by request. Article 503. Rectification of the contents of the register of fixed assets (1) When the contents of the register of fixed assets does not correspond to the real legal situation in the matter of a certain entry, the rectification of the entry may be requested. (2) The rectification includes the erasing, correction or mentioning of each operation, susceptible for entry in the register. Article 504. The right to request rectification (1) Each interested person may request the rectification of a tabulation of provisory entry if: a) the entry, the signing or the act, on the basis of which the entry was made, was not valid; b) the inscribed right was qualified wrong; c) the conditions of the existence of the inscribed right are not met anymore of the effects of the legal act, on the basis of which the entry was made, have ceased; d) in other cases provided for by the law. (2) When the consent of the holder is missing, the rectification may be approved only by irrevocable decision of the court. Article 505. The application of the prescription regarding the act of rectification (1) Under the reserve of the prescription of the right on the act itself, the action of rectification is not to be prescribed to the direct obtainer and also to the bad-will sub-obtainers, which have inscribed the right in their use.
(2) In the case of third persons with good will who have acquired a real right by donation or legacy, the act of rectification must be introduced after 10 years, counted from the date of the registration of their application foe entry, with the exception if their right for act was not prescribed earlier. (3) The action of rectification may also be oriented against sub-obtainers of bad must and with onerous title, who have inscribed a certain real right. The term must be of three years, counted from the date of registration of the application for entry, formulated by the direct obtainer of the right, the rectification of whom is demanded, with the exception if their right for act was not prescribed earlier. (4) The person is considered of good will, if he/she acquires a real right based on the contents of the register, if at the date of acquiring the right, no action was noted to appeal its contents or if the condition of the direct obtainer does not present any non-concordance between the register of fixed assets and the real legal condition. Article 506. The non-opposability of the decision regarding the rectification (1) The decision of the court, by which it is admitted that a rectification of an entry, must not affect the rights inscribed in favor of the persons, against whom the action was not admitted. (2) If the rectification act was noted in the register, the decision of the court must be executed ex-oficio, including against those, who have acquired any right after the noting. Article 507. The opposability of rights (1) The rights of claim, the legal deeds or relations in connection to fixed assets inscribed in the register, are opposable to third parties only by noting. (2) The following are subject to noting in the register: a) a judiciary interdiction and its removal; b) the location and cession of revenues for a period longer than 3 years; c) the interdiction of alienation and taxing of an inscribed right; d) the pre-contract; e) the right of preemption, resulted from a contract; f) the intention to alienate or mortgage; g) the change of the rank of the mortgage, the stopping of the mortgage claim and the pledge over the mortgage claim; h) the sequester, the pursuit of the fixed asset and of its fruits and revenues; i) the action of tabular provision and the rectification act; j) The action for the protection of the real rights, inscribed in the register of the fixed assets, the actions for the dissolving of the legal act for nullity, resolution or other cause of non-efficacy, and also all other actions in reference to the right to claim, legal deeds of relations in connection with the fixed assets inscribed. k) All other cases provided by law.
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Article 508. The agreement in regard to the rectification of entry (1) If a person is inscribed with a right in the register of fixed assets without benefiting or continuing to benefit from that right, the person, the position or rights of whom are prejudiced by entry, may demand the consent for the rectification of the person, the right of which will be affected by this rectification. (2) For the realization of a provisory protection, an appeal against the authenticity of the register may be noted. (3) The noting is made based on the conclusion of the court or on the consent of the person, whose right is affected by the rectification of the entry in the register. The person is not obliged to present evidence for an existing danger in order to obtain the conclusion of the court. Article 509. The correction of errors The material errors committed while performing the entries in the register, if these are different from the errors subject to rectification, may be corrected at the request or ex oficio. Article 510. The non-application of the provisions in reference to suspension and reposition in term of the prescription The provisions in reference to the suspension and reposition in terms of the extinctive prescription are not to be applied to the terms of prescription of the action of tabular provision and the prescription in regard to the rectification act.
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BOOK III. OBLIGATIONS

TITLE I. IN GENERAL ABOUT OBLIGATIONS CHAPTER I. Common Provisions on Obligations Article 511. Notion of Obligation (1) By virtue of the obligational relation, the creditor has the right to claim from the debtor to perform a service, and the debtor shall be liable to perform it. The service may consist of to give, to do or not to do. (2) Obligation may be pure and simple or affected by modalities. (3) Service has to be achievable, either determined or determinable, and shall not conflict with the law, public order or good morals and manners. Article 512. Good Faith and Diligence (1) Debtor and creditor have to act with good faith and diligence at the moment of obligation emergence, through its existence, at the moment of its performance and extinction. (2) The clause departing from the provisions of paragraph (1) of the article herein shall be void. Article 513. Grounds for Obligations Emergence The obligations shall arise from contract, illicit deed (offence) and any other action or deed susceptible to producing them under the law. Article 514. Obligation Arising at the Negotiation of the Contract (1) An obligation, in terms of article 511 of the present Code, may emerge directly by initiation and development of the negotiations for concluding the contract. (2) A negotiating party may request the other party for reimbursement of expenses made under due confidence in contract conclusion, if through the fault of such party the contract was not concluded. Article 515. Right of Information (1) The obligational relation may generate a right of information, which may not be expressly stipulated. Furnishing with information implies the obligation of issuing appropriate documents. (2) The right of information shall emerge especially when information is significant for determining the obligation contents and may be furnished by information provider at request, without having his rights violated thereby. (3) The solicitant of information shall reimburse the person bound to furnish such information the expenses made for this purpose. The latter may claim for certain guarantee services. Article 516. Natural Obligation (1) An obligation is natural if the enforceable performance cannot be applied. (2) A natural obligation shall exist if: (a) the law or the legal act do not provide for the possibility of enforceable performance;
(b) a person has a moral obligation with respect to another person and though by nature of such obligation the enforceable performance cannot be requested, yet it shall be considered, in the common opinion, as a performance of a due service to another person. (3) Natural obligations shall be regulated by the legal provisions on obligations, provided that from the letter or spirit of the Law emerges that certain rules are not applicable to obligations for which enforceable performance can not be requested. (4) Natural obligation shall transform into a perfect civil obligation if based on agreement between the debtor and creditor. CHAPTER II. Plurality of subjects and objects within an obligation Section 1. Divisible and indivisible obligations Article 517. Divisible obligation with a plurality of debtors (1) An obligation shall be divisible among several debtors if they are subject to rendering the same service to a creditor, and each debtor can be pursued separately until his contribution to the debt is discharged. (2) Unless the Law, the contract or the nature of the obligation provides otherwise, the debtors shall be equally due. Article 518. Divisible obligation with a plurality of creditors (1) An obligation shall be divisible among several creditors if they are entitled to being rendered the same service by the debtor, and each creditor may require only his part of debt. (2) Unless the Law, the contract or the nature of the obligation provides otherwise, the creditors shall be entitled to equal contributions. Article 519. Presumption of divisibility An obligation shall be divisible de jure, unless expressly provided that it is indivisible or the object of obligation is indivisible by its nature. Article 520. Effect of indivisibility (1) Indivisible obligation cannot be divided neither among debtors or creditors, nor among their successors. (2) Each debtor or his successors may be separately coerced to discharge the obligation in full, and each creditor or his successors are entitled to claim full discharge, even if the obligation is not solidary. (3) An obligation shall not be indivisible only for the reason that in the contract it is stipulated that it is solidary. (4) A divisible obligation with one creditor and one debtor shall be executed between them as an indivisible obligation, but it shall remain divisible between their heirs. Section 2. Solidarity of Creditors Article 521. Solidary debts If two or more creditors are entitled to claim a service in such a way that each of them could claim full service and the service rendered to one of the creditors will release the debtor, then their debt shall be solidary.
Article 522. Grounds for emerging of solidary debt A solidary debt is not implied; it shall emerge from a legal act, the law or when the service is indivisible. Article 523. Performance of obligation due to any of the creditors The debtor may, at his own discretion, fulfill the obligation due to any of the creditors, yet, as long as no one of the creditors claimed the obligation performance. Article 524. Effects of performance of obligation due to any of the creditors The discharge of obligation in full to any of the joint creditors shall exonerate the debtor from performance of obligation to other creditors. Article 525. Effects of the waiver of debt of a joint creditor Waiver of debt of a joint creditor shall produce effects only on his portion of the debt. This rule shall be also applied in all cases when an obligation is extinguished in other way than by performance. Article 526. Inadmissibility to invoke certain exceptions related to other creditor The debtor shall not oppose a joint creditor with exceptions based on debtor's relations with another joint creditor, to which such creditor is not a party. Article 527. Obligation of the creditor who received the debt with respect to other joint creditors (1) The creditor, who has received the debt in full, shall be bound to share it with other joint creditors, unless he offers sufficient evidence that such obligation has been contracted only on his own account. (2) As between joint creditors, they are entitled to equal shares, unless agreed otherwise. Article 528. Representation of the solidary creditors The joint creditor shall represent all co-creditors in all actions aimed at obligation conservation. Section 3. Solidarity of Debtors Article 529. Solidary obligations Should two or more debtors have an outstanding service, so that each debtor be bound to perform the entire service, and the creditor might claim performance from any of the debtors, then such debtors shall be jointly bound. Article 530. Grounds for emergence of solidary obligations A solidary debt is not implied; it shall emerge from a legal act, the law or when the service is indivisible.
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Article 531. Solidary obligations affected by modalities Joint debtors may assume obligations in different ways, either by pure obligation, by contingent liability or by term liability. Article 532. The right of the creditor to claim discharge of obligation from any joint debtor The creditor may claim the discharge of the obligation, either in part or in full, from any debtor at his own will. Until full discharge of the service, all the debtors shall be indebted. Article 534. Exceptions opposed by joint debtor to the creditor The joint debtor, who was summoned to perform the service, is entitled to oppose the creditor all exceptions, either personal or common for all joint debtors. Article 535. Obligation of joint debtors to recover the damage (1) If the owed good has been destroyed through the fault of one or several joint debtors, the rest of the debtors shall not be exempt from the obligation to reimburse the price of the good, yet, they shall not be accountable for other damages. (2) The damage caused by delay shall be recovered only by the defaulting debtors. Article 536. Effects of solidary obligation performance or compensation Performance of obligation by one of the joint debtors shall have effects on other joint debtors as well. The compensation of a creditor by a debtor shall produce effects on other debtors as well. Article 537. Reduction of solidary obligation If the same person is a creditor and a joint debtor, then the indebtedness of other joint debtors shall be reduced by the debt portion of such joint debtor. Article 538. Effects of receiving partial payment (1) The creditor, who receives separately a partial payment from one of the debtors, without reserving solidarity or his rights in general in the receipt, shall not waive the solidarity, except for this particular debtor. (2) It is not presumed that the creditor has waived the solidarity in favor of a debtor, when he receives from such debtor an amount equal to the share due, if in the receipt it is not specified that such amount was received to cover the debtors share. Article 539. Inadmissibility to invoke certain exceptions with respect to joint debtors The actions that intervene only with respect to one joint debtor, shall have effect only on that particular person, unless the obligation contents provides otherwise. Article 540. Waiver of solidarity with respect to one of the debtors The creditor, who has waived the solidarity with respect to one of the debtors, shall maintain the joint action against other debtors, deducting the debt portion of the debtor who has been exempt of solidarity.
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Article 541. Action against a joint debtor (1) When the creditor brings an action against one of the debtors for recovery of his share, it shall not be implied the waiver of solidarity in favor of such debtor, if the debtor did not admit the action or if no final decision was taken in virtue of which the action was admitted. (2) Summoning a joint debtor to the Court does not exclude the right of the creditor to summons other joint debtors to the Court. Article 542. Effects of creditors or debtors delay (1) Creditor's delay to one of the joint debtors shall have effects on other debtors as well. (2) Delay of one joint debtor shall have no effects on other joint debtors. Article 543. Obligations of the joint debtors' successors If any joint debtor has more that one successors, such successors shall be bound to perform the obligation in proportion to their successional share. The present rule shall not be applicable in case of indivisible obligation. Article 544. Recourse action in case of obligation performance by one of the joint debtors (1) The debtor, who performed the obligation, has the right to bring a recourse action against other joint debtors for their shares of the obligation. (2) When it is impossible to establish the extent of debtors' obligations, the debtors are mutually liable to equal shares. Article 545. Compensation of the joint debtor If one of the joint debtors realizes a benefit from a solidary obligation, the solidary codebtor, who doesn't receive benefits, may claim, in case he performs the obligation, reimbursement of the paid amount without having his share of the obligation reduced. Article 546. Effects of inability of a joint debtor to pay If one of the joint debtors cannot repay his part of the service because of his inability to pay, the other joint debtors, including the debtor, with respect to whom the creditor waived solidarity, shall bear the unpaid share in equal parts, unless the Law or the contract stipulate otherwise. Article 547. Exceptions opposed to the co-debtor The joint debtor pursued by the co-debtor, who has performed the obligation, may oppose him the common exceptions that were not opposed to the creditor by the debtor, who has performed the obligation. Article 548. Suspension, cessation or expiry of the prescription period with regard to a joint debtor Suspension, cessation or expiry of the prescription period with regard to a joint debtor shall have no effects on other debtors. Article 549. Representation of joint co-debtors Joint co-debtor shall represent other co-debtors in all actions aimed at redeeming or reducing the obligation.
Section 4. Plurality of objects Alternative obligations and optional obligations. Article 550. Notion of alternative obligation An obligation shall be considered alternative in case it refers to two or more principal services and the redemption of one of them discharges the debtor completely. Article 551. The right to choose the service (1) The debtor has the right to choose the service, if such right hasn't been expressly assigned to the creditor. (2) If the party entitled to choose the service didn't make the choice during the extraterm granted after the establishment of delay, the right to choose the service shall be assigned to other party. (3) A party shall make the choice by statement to another party or by immediate performance of service. The chosen service shall be considered as due from the very beginning. Article 552. Interdiction of partial service The debtor has no right to and cannot be obliged to perform a part from one service and a part from another one. Article 553. Effect of impossibility of performance in case the choice belongs to the debtor (1) In case one of the services can not be performed, the debtor, who has the right to choose the service, shall perform the remaining service. If, under the same conditions, both services become impossible to perform and the impossibility of performance of any of them is due to the debtor's fault, such debtor is to reimburse the creditor to the value of the ultimate service. Article 554. Effect of impossibility of performance in case the choice belongs to the creditor (1) When one of the services is impossible to perform, the creditor, who has the right to choose a service, shall accept the remaining service, except the case when impossibility of performance is due to debtors fault. (2) Creditor has the right to claim either the execution in kind of the remaining service, or reimbursement of the damage resulting from non-performance of the service that became impossible, if the impossibility to perform the service is due to the debtor's fault. (3) If, under the same conditions, both services become impossible to perform and the impossibility to render any of them is due to the debtor's fault, the creditor may claim the reimbursement of the damage resulting from non-performance of any of the services. Article 555. Optional obligations (1) An obligation shall be considered optional, if it has only one principal service, the debtor of which may release himself by rendering another service. (2) The debtor shall be released, if the principal service becomes impossible to perform, through no fault of the debtor.
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CHAPTER III. Transfer of debts and assumption of debts Section 1. Transfer of debts Article 556. General provisions on transfer of debts (1) The holder (assignor) may transfer an assignable and determinable debt to a third party (assignee) on a contract basis. From the moment of such contract conclusion, the assignee shall substitute the assignor in all rights resulting from such debt. (2) Transfer of debt shall not prejudice the rights of the debtor nor it shall make his obligation more onerous. (3) The assignor shall deliver to the assignee the debt-related documents and shall provide him with all information necessary to carry out the debt. (4) The following debts shall be non-transferable: debts for receiving the alimony, reimbursement of the damage caused to the life and health of a person, as well as other rights related to the creditors person. (5) The transfer of debts shall be concluded in the due form established for legal acts, based on which the transferred debt has emerged. Article 557. Consent of the debtor A debt holder may transfer the debt to a third party, without debtor's approval, if such fact is not contrary to the essence of the obligation, parties agreement or the law. Agreement with the debtor on inadmissibility of transfer shall produce effects only in case he has a legitimate interest to that. Article 558. Rights transferred to the assignee (1) Debt rights are transferred to the assignee as at the moment of transfer. (2) Together with transfer of debts, the assignee receives the guarantees and other additional rights. Article 559. Guarantee of debt validity (1) Endorser is responsible to the assignee for the debt validity and its guaranteed means, but he is not responsible for the debtors non-performance, except the cases when endorser has guaranteed the assignee in the favor of the debtor. (2) Endorser is responsible also for the obligation execution by the debtor, in case of debts, resulting from securities payable to order. Article 560. Exceptions opposed by the debtor to the assignee Debtor is in right to oppose to the assignee all the exceptions, which he could oppose to the endorser until transferring the debt. Article 561. Opposability of services Services rendered by the debtor are opposed after transfer to the assignee in the favor of endorser, as well as any legal act concluded after transfer between debtor and endorser, related to the transferred debt, if the debtor has no idea of debt existence at the moment of act conclusion.
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Article 562. Priority in case of repeated transfer If a debt is transferred several times by the same holder, the first assignee is the creditor. Article 563. Deed on debt Assignee may oppose the content of the deed on debt made by the debtor, if the debtor didnt know and shouldnt know, at the date of debt transfer, that the deed was not corresponding to the reality. Article 564. Notification about transfer (1) If the endorser shows the debtor that he transferred the debt or presents him a written notification about the debt, the debtor may oppose the debt to the endorser, even in case when transfer didnt happen or it has no effect. (2) Notification may be withdrawn only with the consent of the new assigned creditor. Article 565. Transfer of other rights The rules on debt transfer are used in the same way in case of transfer of other rights too. Article 566. Transfer of debts, other then agreed by parties The above-mentioned regulations are applied in the same way if a debt is transferred according to the Law, a Court decision or a public authority decision. SECTION 2. Debt assumption Article 567. Debt assumption from the creditor (1) A third party according to a contract with the creditor may assume a debt. In this case the third party assumes the debtors place. (2) The initial debtor has the right to object to the contract and perform the obligation itself. Article 568. Debt assumption from the debtor If the debt assumption was agreed by a contract between the third party and the debtor, the contract will effect only by the creditors acceptance Article 569. Form of debt assumption The form of debt assumption shall correspond to the form of the legal act, according to which it emerged. Article 570. Exceptions opposed by the new debtor The new debtor may oppose to the creditor the exceptions that result from the relations between preceding debtor and creditor, but cannot present for compensation a debt belonging to the initial debtor.
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Article 571. Redemption of rights to guarantee As result of debt redemption, the rights to guarantee a debt are redeemed, if those who set up the guarantees do not accept their maintenance. CHAPTER IV. Execution of obligations SECTION 1. General provisions Article 572. General conditions of obligations execution (1) Grounds of execution consist in the existence of an obligation. (2) Obligations shall be executed accordingly, honestly, at the established place and time. Article 573. Place of obligation execution If the place of execution is not determined or does not result from the nature of obligation, then the execution shall be made as follows: (a) in case of pecuniary obligations, - at creditors place of residence or registered office at the time the obligation emerges; (b) in case of obligations of a determined individual good transfer at the place the good exists at the time the obligation emerges; (c) in case of other obligations at the place of running the activity related to the obligation, and if such doesnt exist, at the debtors place of residence or registered office. Article 574. Change of creditors or debtors place of residence, registered office (1) In case when debtor or creditor changed its place of residence, registered office or place of activity before the date of obligation execution, and announced the other party about this fact, the obligation shall be executed at the new place of residence, registered office or place of activity. (2) That party who changed its place of residence, registered office or place of activity bears the additional expenses or risks, due to the change of place of residence, registered office or place of activity. Article 575. Deadline of obligations execution (1) Creditor has the right to require anytime the obligation execution, and debtor has to execute it anytime, if the term of obligation execution is not determined and does not result from the nature of obligation. If the obligation of immediate execution does not result from the Law, contract of nature of obligation, the debtor shall execute this obligation during seven days from the moment of creditors request to do so. (2) If the execution term is determined, its considered that the creditor cannot request the obligation execution in advance, but the debtor can execute the obligation in advance, if creditor has no solid grounds for refusing the execution. In case the creditor refuses the execution in advance, he has to inform immediately the debtor and take all necessary measures to avoid damaging the debtor
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Article 576. Creditors right to require the obligation execution in advance Even if an execution term is established in the favor of the debtor, the creditor can request an immediate execution of the obligation, if the debtor is unable to pay or reduced the guarantees agreed before, or couldnt present them, as well as in other cases stipulated by the law. Article 577. Debtors right to postpone the execution Debtor has the right to postpone the execution, if and only if, honestly, he cannot determine to whom he has to execute the obligation. Article 578. Execution of conditional obligations If the effects of a legal act depend on a condition fulfillment, the obligation becomes due in the day of its sudden emerge. Article 579. Persons entitled to receive the execution (1) Debtor has to execute the obligation to the creditor or its authorized person, or the person authorized by the law or Court decision. (2) If the execution was made to an unauthorized person, the obligation is considered executed if the creditor confirms it of somehow benefits from it. Article 580. Payment made in respect of an incapable creditor If a creditor is incapable, the payment made in his respect is invalid except the case the debtor demonstrates that the payment made helped the creditor. Article 581. Obligation execution by a third party (1) A third party may execute an obligation, if the Law, contract or nature of obligation does nor stipulate that the debtor shall execute the obligation personally. In this case, creditor has to accept the execution proposed by a third party instead of the debtor. The third party shall propose the execution in favor of the debtor and not only to change the creditor. (2) The creditor may refuse the execution proposed by the third party, if the debtor is against such an execution. Article 582. Satisfaction of creditors debts by a third party If the creditor subjects a good belonging to the debtor to obliged execution, then any person, being under the risk of loosing certain rights on the good, is entitled to satisfy the creditors debts without debtors consent. The third replaces the creditor by satisfying the mentioned debts. Article 583. Execution of pecuniary obligation (1) Money obligation is expressed in national currency. The parties may agree on pecuniary obligations in foreign currency, if the law doe not stipulate otherwise. (2) If the pecuniary obligation expressed in foreign currency shall be executed on the territory of the country, execution may be accomplished in national currency, except the case when execution in foreign currency was stipulated in advance. The exchange rate of the National Bank will be taken into consideration at the time of obligation execution.
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Article 584. Service in case of exchange rate modification (1) If the exchange rate of the paying currency has modified in respect of the account currency before the date of pecuniary obligation payment, the debtor shall pay according to the exchange rate existing at the time of execution, if the contract does not stipulate otherwise. In the case of a monetary reform the currency exchange rate existing at the date of monetary reform shall be applied. (2) The delaying party bears the risk of the paying currency exchange rate fluctuation. Article 585. Interest rate An interest equal to the National Bank refinancing rate is paid if, according to the law or contract, the obligation has an interest, if the law or contract does not stipulate another rate. Article 586. Priority of payments redeemed by the debtor (1) If the debtor owns to the creditor several similar services, and the paid sum is insufficient to redeem all debts, then the debt pointed out by debtor at the date of payment is redeemed; and if the debtor does not define it, then the debt become due first is redeemed. (2) If the debts become due at the same time, the more burden debt for the creditor shall be redeemed first. If the debts are equally burden, then the debt offering the creditor the most reduced guarantee shall be redeemed first. (3) Payment is shared proportionally to all obligations if none of the proposed criteria can be applied. (4) On the account of the debtors payments that are insufficient to cover the in full the due debt, the expenses for the trial are covered first of all, after that the interests and other payments, and finally the main obligation (capital). Article 587 Execution of obligation by installments (1) If out of the law, the contract or the nature of the obligations does not come out anything else, the debtor can execute the obligation by installments only by creditors consent. (2) If there is a litigation in relation to a part of the obligation, the creditor can not refuse the part which is not in the litigation proposed by the debtor, the exception being the case when, because of the non-performance or misexecution of a part in the litigation of the obligation, the creditor loses the interest for the whole service. Article 588 Refusal of another service The creditor is not obliged to accept another benefit than the owed one. This rule is applied even in the case when the proposed service has a bigger value. Article 589 Quality standard If the quality of the benefit is not expressly determined in the contract, the debtor is obliged to execute the benefit at least of the medium quality. Article 590 Benefit in case of generically specified goods If the owed object is only generically specified, the debtor is responsible, as long as the execution from the same kind of goods is possible, for non-performance of the obligation, even if the non-performance is not due to the debtors guilt.
Article 591 Consumer crediting contract (1) A sales contract constitutes together with the crediting contract a united (interdependent) act, when the credit is meant to finance the purchase price and both contracts need to be considered as an economical unit. An economical unit exists especially when the one who offers the credit uses the cooperation of the seller for the crediting contract preparing and signing. (2) The debtor, within a consumer crediting contract, can refuse credit reimbursement, to the extent at which the exceptions flowing out of the onerous contract tied with the crediting contract would justify the refusal of the benefit to the seller. Article 592 Execution costs Execution costs are covered by the debtor if the law or the contract does not stipulate anything else. Section 2. Creditors delay Article 593 The notion of creditors delay (1) The creditor is in delay when he does not accept, with no legal ground, the falling due benefit which is offered to him. (2) If for the execution of the benefit an action on creditors part is needed, he is considered to be in delay if the benefit is offered and he does not undertake that action. (3) The debtor can not be in delay at the extent at which the creditor is in delay. Article 594 Temporary impossibility to receive execution If the execution deadline is not stipulated or if the debtor has the right to execute the obligation before the deadline, the creditor is not in delay if he, during 7 days, is deprived of the possibility to accept the offered benefit, exception being the case when the debtor informed beforehand about the execution. Article 595 Creditors compensation obligation The creditor is obliged to compensate the damage caused to the debtor by means of delay in benefit acceptance. Article 596 Debtors liability in case of creditors delay If the creditor is in delay the debtor is responsible for the non-performance of the obligation only if he/she did not perform by intention or by serious guilt. Article 597 Effects of the creditors delay (1) Indifferent of the guilt of the creditor in delay, the latter: a) is obliged to repay the debtor the supplementary expenses needed for the keeping the object of the contract and those related to the execution offering; b) takes the risk of deterioration or fortuitous loss of the goods; c) can not benefit by interests for the money debt to him. (2) If the debtor is obliged to hand over or compensate the value of the products resulted from the goods usage, this obligation does not have any impact on the products obtained during the creditors delay.
Section 3. Protection of the right to obligation execution Article 598 Debtors right to freeze his/her debt The creditor who has serious and legal interest can take all necessary or useful measures with the view to freezing his rights. Article 599 Oblique action (1) The creditor whose debt is sure, liquid and due, in the name of his/her debtor, exerts his/her rights and actions, if the debtor, in the detriment of the creditor, refuses or omits to exert them. (2) The creditor can not exert rights and actions which are debtors private ones exclusively. (3) The debt needs to be liquid and due at least at the moment of the action examination. Article 600 Exceptions opposed to the creditor who starts the oblique action The one against who the oblique action is started, opposes to the creditor all exceptions which could be opposed to the proper creditor. Article 601 Effects of the oblique action All goods obtained on the basis of the oblique action become the patrimony of the debtor and benefit to all his/her creditors. CHAPTER V. Effects of Non-performance of Obligations Article 602 Liability for non-performance of the obligation (1) If the debtor does not exert the obligation, he/she has to compensate the creditor for the damage caused by this, if it is not proved that non-performance of the obligation is not imputable to him/her. (2) Non-performance includes any violations of obligations, inclusive inadequate or delayed execution. (3) Compensation of the damage caused by delay or any other inadequate execution of the obligation does not exempt the debtor of the execution of the obligation in kind, exception being the cases when, due to objective circumstances, the creditor loses the interest in the execution. (4) Creditors right to request compensations instead of the benefit is exerted within the supplementary conditions of article 609 of the present Code. Creditor can request compensations for the delay of the obligation execution only within the supplementary conditions on delay stipulated in article 617 of the present Code. In case of a synallagmatic contract, creditor can request compensations for the non-performance of the obligation only after a resolution according to article 738 of the present Code. Article 603 Debtors guilt (1) The debtor is responsible only for the fraud (intention) or guilt (imprudence or negligence), if the law or the contract do not stipulate otherwise or if out of the contents or the nature of the relation does not result anything else.
(2) Any stipulation that exempts beforehand the debtor of the responsibility in case of a fraud or severe guilt is null. Article 604 Liability for the action of the legal representative and the supposed The debtor is liable for the guilt of its representative and those persons to whom he entrusted the execution of the contract at the same extent as for his own guilt, if the law does not stipulate the third party to be liable. Stipulations of line (3), Article 603 of the present Code can not be applied. Article 605 Liability for the impossibility of object purchase If the owed object needs to be bought by the debtor, the latter will be responsible for the impossibility of purchase even if it is not due to his guilt, if the law or the contract do not stipulate otherwise. Article 606 Force majeure (1) Non-performance of the obligation is not imputable to the debtor if it is not due to force majeure, if its occurrence or effects could not be known by debtor at the moment of obligation appearance or if the debtor could not hinder or remove the occurrence of force majeure or of its consequences. (2) If force majeure is only temporary, it can be invoked only in the period in which it has effects on obligation execution. (3) If debtor can not execute due to force majeure, he is obliged to notify the creditor on these circumstances and effects on the obligation execution. If the notification did not reach the creditor within reasonable terms from the date at which the debtor learned or was supposed to learn about force majeure, he is liable for the damage caused by lack of notification. (4) Stipulations of this article do not impede the creditor from asking contract resolution, obligation execution or interest payment. Article 607 Restoration of the preexisting situation (1) The one obliged to compensate for the damage needs to restore the situation which would have existed if damage causing circumstance would have not occurred. (2) If by corporal or health damage the labor capacity of the injured is lost or diminished or if by damage an increase in his needs occurs, the injured one is compensated by fixing a monthly rent in money. The volume of the rent is established depending on the predictable situation and in accordance with the rational expectations of the incomes of the injured one. (3) The injured one has the right to request, in advance, medical care costs. This provision is applicable also if a professional re-training is needed. (4) Instead of the rent, the injured one can request compensation (global) in capital if there is a solid ground. Article 608 Impossibility to execute in kind If situation restoration in conformity with provisions of the paragraph (1), article 607 of the present Code is not possible or is possible only with disproportional expenditures, the creditor is compensated with money.
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Article 609 Compensation instead of benefit (1) Instead of benefit creditor can request compensation only when he formerly set to the debtor, with no success, an adequate term for benefit execution. If a term was not set or the set term is with no justification short, an adequate term is considered as set. (2) Summons is not necessary if it is obvious that it could not be started, especially if the term stipulated in line (3), article 617 of the present Code is exceeded, and the obligation was not executed, or if there are special circumstances that justify the immediate capitalization of the compensation right, taking into account interests of both parties. (3) If the creditor has the right to compensations for integral non-performance of the obligation, he can request compensations instead of the whole benefit, if he has no interest in partial benefit. For restoration of the benefits that have already been executed, provisions of article 739 of the present Code can be adequately applied. (4) Once the creditor requires compensation instead of obligation execution, the right to execution of the obligation is excluded. (5) Compensations are provided as a global amount of money. Nevertheless, compensations as periodical payments, depending on the nature of the damage, can be provided. Compensations as periodical payments are indexed according to the inflation rate. Article 610 Compensation extent (1) Compensation owed by the debtor for non-performance covers the effective damage caused to the creditor as well as the revenue the creditor could have produced. (2) Not produced is the revenue that could have been expected to be produced in conditions of a normal behavior on the side of the author of the damage in normal circumstances. (3) Only the damage which is a direct effect of non-performance can be compensated. (4) Compensation does not extent on the damage which, according to the debtors experience, could not be rationally foreseen within an objective assessment. (5) If the non-performance is caused by a willful misrepresentation, the debtor is liable also for the unpredictable damage. Article 611 Establishment of the damage extent When establishing the damage extent, creditors interest in adequate execution of obligation must be taken into account. Decisive for this estimation are the place and the time stipulated for the contractual obligations execution. Article 612 The guilt of the justified party when the damage occurs (1) If, when the damage or other obligation of compensation occurs, the guilt of the justified for the compensation or reimbursement vied, the existence and extinction of compensation obligation depend on circumstances, and especially on the extent to which the damage is caused by one or the other particle (2) This provision is applicable also when the guilt of the harmed is restrained to the fact that he failed to avert or diminish the damage. Article 613 Restitution of the economized in case of liability liberation If the debtor proves that obligation non-performance is not imputable on him, he must restore to the creditor everything economized due to this fact.
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Article 614 Restitution of the compensation (1) If the debtor uses the right to refuse the execution of the obligation and obtains a compensation or has a right to compensation for the due object, as a result of the situation which justifies his right to object, the creditor can claim the restitution of those obtained as reimbursement or the yielding of the compensation right. (2) If the creditor claims compensations instead of obligation execution, these are reduced with the value of the already obtained reimbursements or suitable to the right to compensations, if the creditor took advantage of the right stipulated in line (1) of the present Article Article 615 The cession of the debt regarding damage recovery The person who must repair the damage caused by the loss of an asset, is obliged to perform that only in exchange for the cession of the debt which the injured part, as the owner of the asset, has versus a third particle Article 616 Recovery of non-patrimonial damages (1) For a damage, which is not patrimonial, recovery in money, in cases stipulated by the law, could be claimed. (2) In case of bodily or health damage as well as in case of imprisoning, the injured can claim, also for the non-patrimonial damage, a recovery in money, determined on the basis of an assessment in accordance to the equity principles. Article 617 Setting the debtor in delay (1) If the debtor does not execute the obligation as the transmitted summons after the settling day on creditors side, the debtor is considered in delay as a result of summons. (2) Summons is not necessary if: (a) a date is scheduled for obligation execution; (b) before the execution of the obligation an event must take place, and the period for the execution of the obligation is settled so that it could be calculated in calendar terms from the date when the event takes place; (c) the parties expressly agreed that the debtor is in delay at the expiry of the term when he was supposed to execute, without any formality; (d) the obligation, by its nature, could not have been performed otherwise than in a determinate term, which the debtor let expire without execution; (e) the debtor of the obligation with successive execution repeatedly refuses or omits to execute it; (f) the obligation not to perform is not discussed; (g) it is obvious that the summons will not bear any results; (h) because of grounded reasons and taking into account interests of both parties, the passing into delay is justified; (i) the debtor declared in writing that he does not want to execute the obligation. In the above-mentioned cases with letters (a) and (b) null is any agreement upon a term that can seriously damage one of the parts. (3) The debtor is in delay if he does not execute the obligation during 30 days from the settling day and checking in a payment note or another similar payment invitation. This is applied on the consumer debtor only if in the payment note or in the similar payment invitation there is a specific provision regarding these effects.
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(4) The debtor is not in delay as long as the benefit did not take place because of some circumstances which are not imputable on the debtor. Article 618 Liability during the delay period During the delay the debtor is liable, even in the case of legal or contractual limitation of the liability, for any negligence or imprudence. He is also liable for the fortuitous case, but not also when the damage would occur even if the execution of obligation would have been done in time. Article 619 Interest for the delay (1) In case of money obligations, interest for the delay period is imposed. Delay interest represents five per cent over the interest rate provided in article 585 of the present Code, if the law or the contract do not stipulate otherwise. Evidence of a lower damage is allowed. (2) In case of legal papers at which a consumer does not take part, the interest is of nine per cent over the interest rate provided by article 585 of the present Code, if the law or the contract do not stipulate otherwise. Evidence of a lower damage is not allowed. (3) In the case when the creditor can claim on the basis of legal grounds higher interest, these interests will need to be paid further on. The invocation of the right on recovery of another damage is not excluded. (4) Delay interests are not applied for interests. Article 620 Non-performance of the obligation to perform In case of non-performance of obligation to perform, the creditor has the right to execute it himself or to entrust its execution to a third party, the costs being covered by the debtor or to claim recovery payment, if nothing else is stipulated in the law, contract or comes out from the nature of the obligation. Article 621 Non-performance of the obligation not to perform (1) In case of non-performance of the obligation not to perform, the debtor is obliged to reimburse for the simple fact of a contravention. (2) The creditor can claim that everything performed within the violation of the obligation is destroyed or to authorize to destroy it himself, the costs being covered by the debtor. Article 622 Non-performance of the obligation to handle over an asset (1) In the case of non-performance by the debtor of the obligation to hand over an asset, the creditor has the right to request that the asset is removed from the debtor and handed over to the creditor and request compensation. (2) Creditors right to claim the handing over of the asset stops, if the asset has been already handed over to a third party, who has the same right. If the asset was not handed over, the preference right belongs to the creditor for whose benefit the obligation started earlier, and if this thing can not be determined, the preference right goes to the one who was the first to start the action. Article 623 Adaptation of the contract in case of circumstances modification (1) If the circumstances, that constituted the basis for the contract signing, considerably changed after the contract has been concluded, and the parties would have not signed the contract or would have signed it in other conditions if they could foresee the change, adaptation
of the contract can be requested, to the extent at which not a party could be claimed, taking into account all the circumstances of the case, especially contractual or legal risk repartition, to maintain the contract unchanged. (2) The parties will try first to fulfill, in an amiable way, the adaptation of the contract. (3) The justified party will require with no delay the adaptation of the contract and is obliged to indicate the reason for the contract adaptation. The request regarding the contract adaptation is excluded if a party had expressly assumed the risk of circumstances modification. (4) Filing a request on contract adaptation is not a reason for refusal of obligation execution. (5) If the contract adaptation is not possible or can not be imposed on any of the parties, the disadvantaged party can claim contract resolution. In case of contracts with successive execution, with the time, instead of resolution, it is proceeded to cancellation, on solid grounds of the contract in accordance with article 749 of the present Code. CHAPTER VI. Means to guarantee the execution of the obligations Section 1. Penal clause Article 624 General provisions regarding the penal clause (1) Penal clause is the contractual clause by which the parties evaluate in advance the damage, stipulating that the debtor, in case of non-performance of obligation, will pay an amount of money of any other asset (penalty). (2) By penal clause only a valid debt can be guaranteed. (3) Penal clause can be stipulated in fixed amount or as a share of the obligation value guaranteed by the penal clause or from the part which is not executed. (4) The parties can agree upon a bigger penal clause than the damage. (5) The debtor is not obliged to pay penalties if the non-performance is not due to his guilt. Article 625 Form of the penal clause (1) The penal clause must be performed in writing. (2) Non-observance of the written form shall nullify such penal clause. Article 626 The right to claim other recovery (1) The creditor can not claim at the same time the execution of the benefit and the payment of the penal clause, if the penalties are not stipulated and for the case when the debtor does not execute the obligation adequately, especially for the case of non-timely execution of the obligation. (2) The creditor has the right to claim damage recovery on the part not covered by the penal clause (inclusive penal clause). In cases provided by the law or the contract, the creditor can request recovery or penalty (alternative penal clause), can request damage recovery over penalty (punitive penal clause) or can request only penalty (exclusive penal clause). (3) In case when the creditor received the execution, he can claim penalty payment only if he expressly reserves this right when accepting the execution. Article 627 Penal clause in case of indivisible obligation If an indivisible obligation is guaranteed by a penal clause and its non-performance is due to the guilt of a debtor, the penalty can be claimed whether totally from the debtor who is guilty
or from each of the co-debtors for the part of the guilty one. In the latter case each of the codebtors has the right of action against the one who made the penalty flow. Article 628 Penal clause in the case of divisible obligations (1) If a divisible obligation is guaranteed by a penal clause, the penalty is divisible too and flows only against the co-debtor who did not execute the obligation and only for his part of the obligation. (2) Provisions of line (1) of the present article are not applicable to solidary obligations. These can also not be applied if the penal clause was stipulated for preventing a partial payment and one of the co-debtors impeded the integral execution of the obligation; in this case, this debtor is liable for the whole penalty, while the others for their part of the obligation. In the latter case each of the co-debtors has the right to action against the one who made the penalty flow. Article 629 Legal penal clause The penalty provided by the law can not be excluded neither diminished in advance by parties agreement. Article 630 Curtailment of the penal clause (1) In exceptional cases, taking into account all the circumstances, the court can order the curtailment of the penal clause which is disproportional big. When reducing the penal clause, not only patrimonial interests of the creditor should be taken into consideration, but also others protected by the law. (2) Curtailment of the penalty is not allowed if it was paid. Section 2. The earnest money Article 631 General provisions on the earnest money (1) The earnest money is an amount of money or another asset which a contractual party transmits to the other party in order to confirm the signing of the contract and its execution. In case of doubts the amount paid is considered to be advance money. (2) The understanding regarding the earnest needs to be concluded in writing. Article 632 Including the earnest on the account of the benefit The earnest is taken into account when executing the benefit, but if it was not performed, it is paid back. Article 633 Earnest held back and restitution (1) If for the non-performance of the contract the party that paid the earnest is liable, it is left with the other one. If for the non-performance of the contract the party that received the earnest is liable, it is obliged to pay the other part the double amount of the earnest. (2) Besides the provisions of line (1) of the present article, the party that is liable for the non-performance of the contract is obliged to compensate for the damage caused to the other party, which is not covered by the payment of the earnest, if the contract does not stipulate otherwise.
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Section 3. Debtors guarantee Article 634 The notion of the debtors guarantee Debtors guarantee is the obligation of the debtor for a non-conditional benefit or for a benefit exceeding the proper object of the contract. Article 635 Guarantee validity Acceptance of a guarantee produces effects when it does not run counter to the legal provisions or when the debtor does not oblige himself in an exaggerated way. Article 636 The form of the guarantee Guarantee produces effects only when it is performed in writing. Section 4. Reservation Article 637 General provisions on reservation (1) The one who is due to remit or restore an asset can reserve it, in cases stipulated by the law, as long as the creditor does not compensate him for the necessary and reasonable expenditures done for that asset and for the damages caused by it. (2) A reservation can also guarantee a debt, which is not, although, directly liaised with the owned asset, but is based on an obligation, whose both parties are traders. (3) The right for reservation is removed if the creditor offers a real guarantee, which is considered ample by the court or registers the claimed amount. (3) Provisions of lines (1) and (2) of the present article are applicable at the extent at which it was not stipulated otherwise in the contract. Article 638 Exclusion of the reservation right (1) Reservation right can not be exerted if the asset held is due to an illegal deed, is abusive or if the good is imperceptible. (2) Also, reservation right can not be invoked by a dishonest one, exception being the cases stipulated by the law. Article 639 Opposability of the reservation right (1) Right to reservation is opposable to third parties with no fulfillment of other publicity formalities. (2) In all cases, the right to reservation can not be opposed to creditors who started enforceable performance against the debtor. (3) Dispossession of goods against the will does not annihilate the right to reservation. The party that exerts this right can claim the good, taking into account the rules regarding the limitation. Article 640 Obligation for preserving of the good and fruits and incomes perception Retention unit needs to preserve the good with the diligence of a skilled householder. He will collect fruits, being made to charge them upon his debt.
Article 641 Extinction of the reservation right The reservation right is discharged if the good becomes the property of the creditor or the right holder, if the retention unit does not obtain back the goods on the basis of the same legal reason. CHAPTER VII. Obligations Extinction Article 642 Effects of obligation extinction (1) By extinction of obligations the legal relations between parties stop, in the part which is related to the extinct obligation. (2) If the obligation is extinct, the debtor is not obliged to pay the interest and penalties or to compensate for the damage. Section 1. Extinction of obligation by execution Article 643 Effects of execution (1) The execution discharges the obligation only if it is adequately performed to the creditor. (2) The obligation discharges also if the creditor accepts another execution instead of the due one (payment offering). In this case the debtor is liable for the vices of the benefit the same as the seller for the sales. (3) If the creditor accepts the execution of the obligation, the task to prove the nonperformance lays then with the creditor. (4) In case of main obligation extinction, fidejussion, mortgage or collateral and other accessory rights shall extinct to the extent to which they do not subsist in the justified interests of third parties. Article 644 The right to receive receipt and original legal base (1) The debtor who executes the obligation has the right to receive a receipt and the right to request his original legal base. In case of impossibility to request a receipt from the creditor, the debtor can make the proof of the payment with any means of evidence. (2) In case of impossibility of restore the original legal base, the debtor has the right to request from the creditor a declaration authenticated by a notary regarding the extinction of the obligation. All expenditures in this case shall be covered by the creditor. (3) If the creditor refuses to issue the receipt or to restore the original legal base, the debtor has the right to refuse the execution. In this case the creditor is in delay. (4) If the creditor issued a receipt regarding the payment of the basic debt, it is presumed that interests and expenditures were paid. Section 2. Extinction of the obligation by consigning Article 645 General provisions on consigning (1) If the creditor is in delay or, by reasons, which are imputable on him, the debtor does not know the identity or the domicile of the creditor, the debtor can deposit the money, personal assets or other documents and jewelry at a bank or at a notary.
(2) If the goods, which will be consigned, are deposited at the post office, they are considered consigned from the moment of being put at the post office. (3) The consigning discharges debtors obligation even when the goods or their equivalent can not be transmitted to the creditor any more. (4) From the moment of the consigning the risks pass over onto the creditor and the debtor is not obliged to pay the interest or penalties or to compensate for the not obtained revenues. Article 646 Simultaneous execution of obligations If the execution of the obligation by the debtor is conditioned by the simultaneous execution of an obligation by the creditor, the debtor has the right to condition the delivery of the goods consigned with the execution of the obligation by the creditor. Article 647 Place of consignment (1) The debtor is obliged to deposit the goods at the place of obligation execution. If the debtor consigned the goods in another place, he is obliged to compensate for the damage caused by this fact. (2) The debtor is obliged to inform immediately the creditor on the consigning, exception being the cases when it is impossible to execute this obligation. The debtor is obliged to compensate the damage caused to the creditor by not informing the latter on the consigning. Article 648 Debtors right to the restitution of the consigned asset (1) The debtor has the right to request the restitution of the consigned goods. (2) Restitution of the consigned goods is not allowed if: (a) The debtor gave up expressly on the restitution right at the moment of consigning; (b) The creditor declared to the institution where the goods are deposited that he accepts them; (c) If at the institution where the goods are deposited a final court decision, by which the consigning is found legal, is offered; (d) There is a lawsuit against the debtor for declaring the latter in the state of insolvency. (3) If the consigned asset is restored to the debtor, the consigning is considered not to have taken place (is repealed with retroactive effect). Article 649 Expenditures on consigning Expenditures related to the consigning are covered by the creditor, exception being cases when the debtor took over the consigned goods. Article 650 Extinction of the consigning at the limitation term expiry At the expiry of the term of three years from the moment when the creditor found out or was supposed to find out about the consigning, he loses the right to take over the goods. In this case the debtor has the right to request the good even if he gave up on this right.
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Section 3. Extinction of the obligation by compensation Article 651 Compensation (1) The obligation discharges by the compensation of an opposed, sure, liquid, of the same kind and due debt. (2) Grace offered for the payment of a debt does not impede the compensation. (3) The compensation is also possible when the debts are not falling due and the holders of the debts consent. (4) The compensation is made by a declaration for the other particle The declaration is null if it is affected by modalities. Article 652 Compensation of the non-equivalent debts If the compensated debts are not equivalent, only the integrally covered debt is discharged. Article 653 Compensation of public debts The debt of the state or of the administrative-territorial units, with the exception of the fiscal debt, can be discharged by compensation only when the obligation for the budget, which must satisfy the debt of the person who requests the compensation, will be executed. Article 654 Compensation of the debt with different execution places If the debts that are to be compensated have different execution places, the party that requests the compensation is obliged to compensate for the damage caused to the other party by the fact that the execution can not be received or the obligation can not be executed at the agreed place. Article 655 Compensation of a range of debts If there is a person who has more debts that could be discharged by compensation, the party that requests the compensation can decide upon the debts to be compensated. If the debts that are being compensated are not stipulated in the compensation request or the other party objects with no delay, rules on payments priorities are applied. Article 656 Compensation in case of claim cession or debt cession (1) In case of a claim cession, the debtor has the right to oppose to the new creditor his claim towards the old creditor, if the falling due of this claim takes place before the receipt of the notice on the cession, if the falling due is not shown or if the execution could be requested any time. (2) In case of the debt take over, the new debtor does not have the right to oppose a claim that belongs to the old debtor. Article 657 Compensation of solidary obligations (1) A joint debtor can not compensate creditors debt to another co-debtor, exception being the part of the latter in the solidary debt. (2) The debtor, the solidary one inclusive, can not oppose to the joint creditor the compensation of the co-debtors debt the latter has for him, with the exception of the latters part in the solidary claim.
Article 658 Compensation in case of a fidejussion Fidejussor can oppose the compensation of what the creditor owes to the debtor, and the debtor can not oppose to the creditor the compensation of the creditors debt for a fidejussor. Article 659 Inadmissibility of compensation Compensation of the claims is not allowed: (a) With an expired limitation term; this rule is applicable if the limitation term expired after the date at which the claim with an expired limitation term could have been compensated; (b) Regarding the recovery of the damage caused by health harm or by death determining; (c) Regarding the payment of the alimony; (d) When the object of the benefit is an imperceptible asset; (e) Regarding life maintenance; (f) When it was excluded from the contract; (g) When the obligation started from an illegal prepense deed; (h) In other cases provided by the law. Section 4. Other reasons for extinction of obligations Article 660 Extinction of debt The obligation is discharged if a single person is creditor and debtor. In some cases, if the extinction no longer exists, its effects also stop existing. Article 661 The effect of the extinction on the fidejussion The extinction that operates for the combining of the qualities of debtor and creditor of the same person, profits the fidejussor. By combining the quality of being fidejussor and creditor or fidejussor and debtor, the main obligation is not discharged. Article 662 Debt remittal (1) The obligation is discharged if the creditor, on the basis of an understanding with the debtor, exempts him from the execution of the obligation (debt remittal). Debt remittal is considered to be total if the parties did not stipulate expressly that it was partial. (2) The obligation is discharged, also, by a contract in which the creditor admits that the obligation does not exist. (3) Debt remittal for the main debtor also has effects on the guarantor. (4) If the creditor gives up on a guarantee means, this does not allow the presumption that he gave up on the guaranteed claim. (5) Debt remittal to a guarantor has effects also upon other guarantors. (6) Debt remittal is not allowed if it violates the claim rights of the third parties to a creditor. Article 663 Fortuitous impossibility of execution (1) The obligation is discharged via the impossibility to execute it, if this is due to a circumstance, for which the debtor is not liable. (2) The task to prove the impossibility of execution is lying with the debtor. (3) The debtor who is in impossibility to execute its obligation can not pretend the execution of the correlative obligation by the creditor, and if it is executed, it needs to restore
everything it received, exception being the case when the debtor demonstrates that the impossibility of execution occurred because of creditors guilt. (4) If the debtor partially executed the obligation that became impossible to be executed, the creditor is to execute the correlative obligation up to his enrichment. Article 664 Demise of the physical person or the clearance of the juridical entity (1) The obligation is discharged by the demise of the debtor, if its execution is impossible without his personal participation or if it is otherwise bound to the debtor. (2) The obligation is discharged by the demise of the creditor if the execution was destined to him personally or if it is otherwise bound to the creditor. (3) The obligation is discharged by the clearance of the juridical entity (debtor or creditor), exception being cases when via the law, the obligation or the claim of the cleared juridical entity is transmitted to others. Article 665 Novation (1) The obligation is discharged on the basis of an understanding between parties to substitute it with another obligation. The will to substitute an obligation with another one needs to be expressed in writing. The extinction of the main obligation by novation, discharges accessory obligations too, if the parties did not stipulate expressly otherwise. TITLE II. ABOUT CONTRACT IN GENERAL CHAPTER I. General Provisions with Regard to Contract and Contents of the Contract Article 666. The notion of a contract (1) The Contract is an agreement of will, reached between two or more individuals, based on which they establish, modify, or terminate legal relations. (2) The Contracts are applicable norms pertaining to the legal act. (3) The Contract can be both for joining in or negotiable, synallagmatic or unilateral (it implies commitments only for one of the parties), commutative or aleatory and with instantaneous or successive execution. The Contract can be, also, for consumers. Article 667. Freedom of a contract (1) The contracting parties can conclude Contracts, within the limits of legal imperative norms, in a free manner, and can determine freely the manner of concluding thereof. In case when, for the sake of protecting the priority interests of the society or of any individual, the effects of a Contract depend of the consent of the state authorities, the necessary limitations and conditionalities should be regulated by law. (2) Obligation to conclude an agreement is forbidden, except for the cases when the obligation to Contract is stipulated by the present Code, law or stems from an obligation assumed benevolently. (3) The parties can conclude Contracts which are not stipulated by law (un-named Contracts), as well as Contracts that contain elements of various Contracts stipulated by law (complex Contracts).
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Article 668. Mandatory nature of a contract (1) A legally concluded Contract obliges the parties not only what they have expressly stipulated therein, but also to anything resulting from its nature, in compliance with law, customs or equity. (2) The Contract produces effects only between the parties, provided the law does not stipulated otherwise. The Contract produces effects also for the universal successors or with universal title provided there is no something else implied by law, Contract or by nature of obligation. (3) The Contract can be modified or resolved only in compliance with the clauses of the Contract or based on mutual agreement of the parties, if the law does not provide something else. Article 669. Obligation to contract (1) If one of the contracting parties holds a dominant position on the market, it is obliged to Contract in this field. Without justified reasons it cannot impose the other party disproportionate contractual conditions. (2) One cannot refuse to conclude a Contract without grounded reasons, with an individual who obtains or uses goods or services for non-commercial purposes, as well as with individuals who seek to meet their existential needs, if the other party acts to exercise his/her profession or perform his/her entrepreneurial activity. Article 670. Impossible performance The Contract the object of which stipulates an impossible performance is void. Article 671. Reparation of prejudice in case of impossible performance (1) The entity who at the moment of concluding the Contract knew or should have known about the impossibility of its execution is obliged to compensate the prejudice suffered by the other party, which considers the Contract to be valid in good faith, in a size that does not surpass the amount of income he/she could have obtained in case the Contract were valid. (2) The instructions of the paragraph (1) of the present article is applicable also in cases when the rendering is impossible only partially and the Contract is valid with regard to the other party or in case when one or several alternative rendering is/are impossible. Article 672. Provisional impossibility (1) Impossibility of a rendering does not imply nullity of the Contract, if the impossibility can be removed and the Contract is concluded for a case when the rendering becomes possible. (2) In case when an impossible rendering is stipulated under certain conditions or suspensive term, the Contract is valid, provided the impossibility removed before the realization of the condition or fulfillment of the term. Article 673. Contract with regard to present patrimony The Contract based on which a party assumes obligation to transmit its present patrimony, either integrally or partially, or to burden it with an usufruct, needs notary certification.
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Article 674. Contract with regard to future patrimony The Contract based on which a party assumes responsibility to transmit its future patrimony, or part thereof, or burden it with an usufruct, is void. Article 675. Contract with regard to inheriting by a living individual (1) Heritage of a Contract stipulation by a third party who is still alive is void. Void is also the Contract upon a legal share or a bound from the succession of a third party who is still alive. (2) The stipulation of the paragraph (1) of the present article is not applicable in case of the Contract concluded between the future legal successors upon the legal share or upon the reserved share. Such a Contract needs notary certification. Article 676. Determination of the rendering by a party or a third party (1) If the rendering needs to be determined by a contracting party or by a third party, in case of doubt, it shall be considered that determination needs to be made based on a fair assessment. (2) Determination is made through a declaration towards the other party. (3) If determination needs to be made by more third parties it is necessary to have an unanimous agreement thereof. If it is necessary to determine an amount in case when there are mentioned several amounts, the average amount will be considered. (4) If determination is not consistent with the principle of equity, it will be made based on court decision. In case of procrastination or refusal of determination, it will also be made based on a decision of court. Article 677. Determination of service counter-rendering If procrastination of counter-rendering is not determined, in case of doubt, determination will be performed by the party, which claims counter-rendering. Disposition of the paragraph (4) of the Article 676 of the present Code shall be applied respectively. Article 678. Application of disposition regarding the Contracts on other obligations Under the reserve of other obligations, the dispositions regarding contractual obligations are applicable also to other patrimonial obligation in an extent, which is possible, while taking account of the nature of the obligation. CHAPTER II. Contract Conclusion Article 679. Agreement upon essential clauses of the Contract (1) A Contract is considered to be concluded provided the parties reached an agreement with regard to all the essential clauses of the Contract. (2) Essential are those clauses which are established by law, proceed from the nature of the Contract or upon which, on request of one of the parties, it is necessary to reach an agreement. (3) By Contract the obligation can emerge to conclude a Contract. The form established for the Contract is applicable also for ante-Contract.
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Article 680. The form of the Contract If for Contract validity the law stipulates a certain form or if the parties have stipulated a certain form, the Contract will be considered as concluded on the moment of meeting the requirement of the form. Article 681. Offer (1) An offer to Contract one or several individuals, is the one which contains all essential elements of the signed Contract and which reflects the will of the Bidder to be bound through accepting the offer. (2) An Offer produces effects only if it reached the destination before being revoked. (3) A suggestion addressed to a undetermined circle of individuals, constitutes an offer consideration, if this statement contains no express manifestation of the will to be bound by acceptation. (4) The offer needs to be firm, univocal, serious and complete. Article 682. Offer validity (1) Validity of an offer does not depend of the form in which it was made. (2) Offer is valid, null or annulled in compliance with the stipulations applicable to the legal act. Article 683. Offer revocation (1) An offer can be revoked except for the case when it comprises a term established for or on the virtue of other grounds is irrevocable. (2) The offer, even if irrevocable, can be revoked, provided the revocation reaches the addressee of the offer at latest once with the offer. (3) The Offer received by the addressee cannot be revoked during the acceptance term established in the offer, or, if this term is not established or it is unjustifiably small, during one term necessary for the addressee to be able express acceptance and that the reply can reach the Bidder in compliance with the circumstances of the case, usual procedures existent among parties and usual things. Article 684. Irrevocable offer A situation through which a party commits to join-in a certain Contract with another party on demand of the latter, constitutes an irrevocable offer. Article 685. Validity in case of decease or loss of capacity An offer will not lose its validity through decease or loss of capacity to exercise, by one of the parties, as well as if one of the parties loses the right to conclude Contracts as a result of transmission of his/her patrimony to be administrated by another party. Article 686. Lapsing offer An offer will be void if it was not accepted on term or rejected.
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Article 687. Acceptance (1) Accepted is the declaration of the addressee of the offer or another action that confirms the consent of an offer. Acceptance produces effects from the moment when it is received by the bidder. (2) Nevertheless, if on the virtue of an offer, or practice established among parties or usualness, the acceptant can manifest his/her consent by committing certain actions, without notification of the Bidder, the acceptance produces effects from the moment of committing respective actions. Article 688. Acceptance of offer without term (1) The offer made to a present individual can be accepted only on the spot. This rule is applicable also in case when the offer is made from one individual to another (instantaneously) by communication means at distance. (2) The offer made to an absent individual can be accepted only until the moment when the Bidder can expect, in normal conditions, including by taking into account the communication means used by the Bidder, when answer is received. Article 689. Accepting the offer with term If the Bidder established a term for offer acceptance, the acceptance can be made only within the term. Article 690. Commencement of the course of an offer term The term of an offer established by the Bidder though a telegram or letter commences to run from the date when the telegram was handed in for being sent, or from the date mentioned on the letter, or if such a date is missing, from the date mentioned on the envelope. The term of the offer established by instantaneous communication means starts to run from the date when the offer reaches the addressee. Article 691. Delayed and modified acceptance (1) The delayed acceptance of the offer is considered as a new offer. (2) The acceptance made with the modification of the conditions of the offer is considered as a new offer and rejection of the original offer. (3) Nevertheless, the reply based on which the offer is accepted and which contains the additional or various conditions, which do not affect materially the conditions, is regarded as an accepted offer, if the Bidder does not reject without unjustified delay. If the Bidder does not object, the Contract is concluded in compliance with the conditions of the offer, with modifications comprised in the acceptance. Article 692. Validity of the delayed acceptance (1) Delayed acceptance produces, nevertheless, effects if the Bidder notifies acceptant immediately about this. (2) If acceptance of an offer is received by the Bidder with delay, and if from the acceptance it is obvious it had been sent on time, it can be regarded as delayed only provided the Bidder communicates immediately the other parties about the delay.
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Article 694. Acceptance with modifications in commercial relations If in commercial relations the acceptance is made with extensions or modifications, the Contract is considered concluded when the acceptant could count on the agreement of the Bidder, and the latter does not refuse soon. Article 696. Tacit acceptance (1) Silence and lack of action do not value the acceptance, if something else does not proceed from the law, established tradition or customs among parties. (2) If a trader, whose activity consists of in the commercialization of certain goods, receives an offer on certain goods on behalf of somebody he is in business relations with, he/she is obliged to answer without delay; his/her silence is considered acceptance of the offer. (3) Even when the trader rejects the offer, he/she is obliged to protect temporarily the goods sent by the Bidder, on the account of the latter, in the extent to which he can incur necessary expenditures and does not suffer a certain disadvantage by doing so. Article 695. Acceptance revocation Offer acceptance is considered revoked if notification about revocation is received by the Bidder before acceptance or simultaneously with that. Article 696. Endorsement confirming the conclusion of the contract If endorsement, sent within a reasonable term from the date of concluding the contract and which has as purpose confirmation of the contract concluded between the traders, contains additional or modified conditions, these conditions become part of the Contract, except for the case when the latter change the contract materially, or if the party who receives them rejects them without unjustified delay. Article 697. Commercial salesmen (1) The contract between a consumer and an individual acting for exercising a profession, concluded in the specific framework for commercial salesmen, produces effects only if within one week the consumer does not revoke the contract in writing, except for the situation when the Contract is executed on the spot by both parties. (2) The same provisions are applicable on the contracts of consumption concluded on credit, and on insurance contracts. (3) The revocation term runs only from the moment when the consumer is notified in writing about his/her right of revocation. Article 698. Concluding the auction contract During the auction the contract is concluded through adjudication. An offer terminates immediately after a super-bid is submitted or the auction completes without attributing the adjudication. Article 699. Moment and place of concluding the contract (1) A contract is considered concluded on the moment when the acceptance is received by the bidder. (2) If in the contract is not shown the place where it was signed, the contract is considered concluded at the residential place of the Bidder.
Article 700. Recognition of the obligation (1) For the validity of a contract through which the existence of an obligation is recognized, it is required a written statement of recognition. (2) If for the constitution of an obligation, whose existence is recognized, is prescribed the authentic form, the declaration of recognition needs to be made in the same form. (3) If the recognition of the obligation is made based on a disbursement or through a compensation, it is not required to respect the form. Article 701. Obligation of confidentiality (1) If during negotiations a party communicates information to the other, the latter is obliged not to unveil or use inappropriately for its own purposes, regardless of whether it joinedin the Contract or not. (2) The one who violates the obligation of confidentiality needs to compensate for the damage prejudiced by doing so. In case of need, the compensation for non-performance of the obligation of confidentiality can consist of the compensations based on the benefit obtained by the other party. Article 702. Cause of integrity and the clause regarding written modification (1) A written contract, completed with a clause that stipulates that the endorsement contains all the conditions concluded by the parties, cannot be contradicted or completed through declarations or previous agreements. These agreements or declarations can be used, nevertheless, for interpreting the document. (2) A written contract, which contains a clause through which it is stipulated that all modifications or resolution of the contract to be made in writing, cannot be modified or resolved otherwise. Nevertheless, the behavior of a party can serve as reason for depriving it of the right to invoke this clause, if the other party acted in compliance with that behavior. Article 703. Non-performance of the promise to contract Concluding a contract by violation of the promise to contract is opposing to the beneficiary of the promise, without depriving the latter of the right to require from the promisor and from the ill-meaning third party who contracted the latter, to compensate for the suffered prejudices. CHAPTER III. Mutually binding contract Article 704 The notion of a mutually binding contract (1) A contract is mutually binding if both parties thereof oblige reciprocally, so that the obligation of each of the parties to be co-relative to the obligation of the other. (2) The stipulations of the present chapter are applicable upon other legal relations with the purpose to mutually execute the obligations, in an extent that are not incompatible with the nature of those legal relations. Article 705. Suspension of the execution of obligation resulting from a mutually binding contract (1) The individual obliged through as mutually binding contract is entitled to refuse execution of his/her own obligation in an extent that the other party does not execute his/her corelative obligation, if he/she did not oblige to execute the first or this obligation does not result
from law or nature of the obligation. If the obligation needs to be executed in respect to many individuals, the execution of the indebted party can be refused to one of those individuals until the integral execution of the co-relative obligation. (2) If one of the parties executed his/her obligation partially, it is not allowed nonperformance of the co-relative obligation in an extent that, in conformity with the circumstances of the case, especially if the non-executed share is insignificant, this can be unfair. Article 706. The right to refuse the rendering through a mutually binding contract (1) The party which is obliged to render first can refuse to execute his/her obligation, if after the conclusion of the contract there are signs that the his/her right to counter-rendering is threatened by the impossibility of execution of the obligation by the other party. Obligation execution cannot be refused, if there was executed the counter-rendering or if there were submitted guarantees of obligation execution. (2) The party obliged to render first can establish a corresponding term, through which the other party execute gradually counter-rendering or, offer guarantees on execution of the obligation. If the term expires without executing the obligation, the individual obliged to execute the rendering can terminate the contract. Article 707. Impossibility to execute for which parties do not bear responsibility (1) In case when the rendering that needs to be executed by one of the parties of the mutually binding Contract becomes impossible, out of reasons that do not depend on the parties of the Contract, the party that needs to render the service, loses the right to claim the execution of the co-relative obligation. In case when the impossibility becomes impartial, the co-relative obligation is diminished respectively. (2) In case when the other party claims transmission of the compensation received for the object of the Contract or through the concession of the right to compensation, it is not exempted from execution of its obligation, which is diminished in the extent that the compensation or the right to compensation is smaller than the rendering owed. (3) If the co-relative obligation is executed, which is not mandatory, in compliance with the stipulations of the paragraph (1) and (2) of the present article, restitution of what is rendered can be claimed in compliance with the rules on undue payment. Article 708. Impossibility to execute due to culpability of the creditor In case when the execution of the rendering became impossible, to one of the mutually binding Contract, due to the other party, the latter is obliged to execute its rendering. Nevertheless, from the counter-rendering is deducted everything that the exempted party, due to impossibility, benefits of the fact of exemption, or which is avoided ill-mindedly to benefit from. Article 709. Non-performance of obligations proceeding from a mutually binding contract (1) If one of the parties does not execute, or executes, in a non-corresponding manner a due rendering proceeding from a mutually binding contract, the other party can, after expiration of the without result of a reasonable term that was fixed for the rendering or remedy, to resolve the contract, if the debtor should have been aware, based on grace period, of the imminence of the resolution. In case when there was not fixed a term, or the term is non-correspondingly short, it is considered as an established corresponding term. (2) If with regard to the way of non-performance of obligation cannot be established a term, a summation is made.
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(3) If non-performance of obligation is limited to a part of the rendering, the creditor can resolve the contract entirely only in case when there is not interest in partial execution of the remained rendering. (4) The Creditor is justified to resolve the contract even before the maturity, provided it is obvious that the premises of the right to resolve will be realized. Article 710. Non-obligatoriness of fixing a grace term (1) By derogating from the Article 709 of the present Code, it is not necessary to fix a grace term or summation, in cases when: (a) the debtor rejected execution in a serious and definite manner; (b) the violation of the obligation consists in the fact that the rendering did not take place during a certain term established by contract and the creditor bound, by contract, his interest related to rendering to execute the latter on term; (c) due to certain special circumstances, by taking into account the interests of both parties, immediate termination is justified; (d) the term stipulated in the paragraph (3) of the Article 617 of the present Code passed and the obligation was not executed. (2) If it is not necessary to have a notification or if it is obvious non-utility of the need to extend the term, the creditor can resolve the contract immediately. Article 711. Exclusion of the resolving the mutually binding contract The resolution it is excluded in cases as follows: (a) violation of obligation is immaterial; (b) there is not executed an obligation as stipulated in the sense of the Article 511 of the present Code, and the creditor can be ascribed, in conditions of violation, to maintain the Contract; (c) The creditor responses fully or in a appreciative manner for the non-performance of the obligation, for which the debtor does not have to be responsible, have emerged in a moment when the creditor delays to receive; (d) Claim is barred by an execution, which the debtor had removed already or will remove after termination. CHAPTER IV. Standard Contractual Clauses Article 712. The notion of general contractual clauses (1) The general contractual clauses are all the clauses formulated in advance for a plurality of contracts, which are presented by one of the contracting parties (hereinafter referred to as - user) to the other party when concluding the contract. It is indifferent if the stipulations form a separate document or are part of the document, which represents the contract, is regardless to the number of conditions and form of the contract. (2) There are no general contractual clauses in the extent to which the conditions of the Contract have been negotiated particularly among parties. (3) The general contractual conditions become part of the contract only on the moment when the party that suggests them, on the moment when contract is signed, notifies about them expressly the other party or provides another way the possibility, by taking into account the handicap thereof, to get aquatinted of their contents, and when the other party agrees to accept them.
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(4) By law, it is possible to decide on the inclusion of the general contractual clauses in some types of Contracts, even without respecting the requirements of the paragraph (3) of the present article. (5) The contracting parties can for a certain type of contracts stipulate in advance on the validity of certain contractual conditions generally determined by taking into account of the exigencies stipulated in the paragraph (3) of the present article. Article 713. Inclusion of general contractual clauses in particular cases Even without respecting the requirements of the paragraph (3) of the Article 712 of the present Code, in contract are considered included the general contractual clauses established by law, for certain types of Contracts. Article 714. Priority of negotiated contractual clauses The negotiated contractual clauses have priority compared to general contractual clauses. Article 715. Surprising provisions of the general clauses The provisions of the general contractual clauses which, in certain circumstances, especially compared to the aspect or exterior appearance of the contract are so unusual that the party who contracts does not need to presume their existence, do not become clauses of the contract. Article 716. The non-obligatory nature of the contractual clauses of the general unfair contractual clauses (1) A general contractual clause has no effect if it prejudices disproportionately, beyond the principles of good faith, the other party of the contract. In this sense are considered the contents of the Contract, circumstances in which the clause is inserted into the contract, mutual interests as well as other circumstances. (2) Unfair nature is presumed in case of doubt, when a stipulation: (a) is not compatible with the basic (essential) principles of regulations, which are derogated from; (b) limits the essential rights or obligations, resulting from the nature of the Contract in a manner which threatens the purpose of the contract; (c) it is unclear. (3) Assessment of the unfair nature of the standard clauses of the contract do not need to refer to the determination of the object of the contract or to proportionality of the price and remuneration, on the one hand, neither to the produces or services provided, on the other hand, in an extent that the contractual clauses are formulated clearly and precisely. Article 717. Effects of non-inclusion or nullity of general contractual clauses (1) In case when the general contractual clauses are totally or partially null or have not become contractual clauses, the contract remains on the part that remains valid. (2) In the extent which the provisions did not become integral part of the contract or are void, the contents of the contract are regulated by the legal stipulations. (3) The contract is void if its respecting may constitute an unreasonable severity for one of the contractual parties, even by taking into account the modifications of the paragraph (2) of the present article.
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Article 718. Interdiction of the general clauses with possibility of assessment Within general contractual clauses are void particularly: (a) the clause, based on which the user reserves his/her right to unjustifiably long term or insufficiently established for accepting or refusing an offer or for executing an obligation. Exception from this is the clause, based on which the user reserves the right to execute the obligation only after the expiration of the term of revocation or restitution; (b) the clause, based on which the user, via derogation from legal provisions, reserve the right to extend the right to unjustified extension of the established term for an obligation, which he/she needs to execute; (c) the clause with regard to the right of the user to get free of his obligation without an objectively justified reason and which is not mentioned in the contract. This stipulation is not applicable for obligations with successive execution; (d) the clause regarding the right of the user to modify or deviate from the execution of the promised rendering, if the modification or deviation cannot be claimed to the other party, by taking into account the interests of the user; (e) the clause according to which a declaration of the contracting partner of the user is considered given or non-given by the latter when he/she undertakes or misses to undertake an action, except for the case when the contracting partner is provided a respective term to be able issue a statement, expressly, and the user commits that at the beginning of the term to inform especially the contracting partner with regard to predictable interest of his behavior; (f) the clause based on which a particularly important statement of the user is considered received by the other contracting party; (g) the clause based on which, in case of contract revocation or contract resolution by one of the parties, the user can claim an unjustifiably high payment for using a thing or a right, or for obligations executed or compensated unjustifiably high compensation for expenditures; (h) the clause allowed by the item (c) according to which the user can reserve the right to get free of the obligation to execute the contract in case of non-availability of the service rendering, if the user does not commit to inform immediately the contracting partner about the non-availability and restitutes the counter-rendering of the contracting partner. Article 719. Interdiction of general clauses without the assessment possibilities In the context of the general contractual conditions, without prejudicing the dispositions that exclude the possibility to derogate from the legal provisions in disadvantage of the consumer, is void: (a) the clause with regard to increasing price of goods or services, which follows to be delivered or provided within four months from the conclusion of the contract. This is not applicable for goods and services, which are supplied or rendered as successive obligations; (b) the clause based on which it is excluded or limited the right to refuse an obligation execution, by the contracting partner of the user, in compliance with the Article 706 of the present Code, or it is excluded or limited a right to retain by the contracting partner of the user, in the extent that is based on the same contractual relation, and particularly if the right of retention is made dependent of the recognition of certain vices by the user; (c) the clause based on which the contracting partner of the user is not allowed to effectuate the compensation with an account payable established undoubtedly and due for payment; (d) the clause based on which the user is exempted of the legal obligation to summon or establish a term for executing the obligation by the other contracting party; (e) the clause regarding the global evaluation of the right of the user to compensate for the diminution of value, if in regulated cases the global value surpasses the prejudices of diminishing value, which was expected in ordinary conditions, or if the other contracting party is
not allowed to prove it was not caused a prejudice or a value diminution, or if these are substantially more reduced than the global value; (f) the clause based on which the user is promised a payment of a penalty, if the obligation is not executed or it is executed with delay, if the payment is delayed or if the other party terminates the Contract; (g) the clause based on which it is excluded the responsibility in case of physiological injuring and grave culpability. (h) the clause based on which, in case of responsibility for non-performance of the main responsibility of the user: (aa) is excluded or limited the right to of the other contracting party to terminate the Contract, or (bb) is excluded or limited, versus the item (g), the right of the other contracting party to compensations instead of service rendering; this does no apply for transportation means and tariff conditions mentioned in the item (g), provided the passenger is not disadvantaged; - (vices of the good) (i) the clause based on which in the Contracts on supplies of newly produced goods and by private companies: (aa) in case when a vice of a good is excluded either entirely or some components of a good the rights related to the user, are limited the rights to submit claims to the third parties, or exercising rights is performed depending on previous summation of the third parties to the court; (bb) the rights related to the user are limited only to one right in case of entire or partial non-performance, if the other party is not guaranteed expressly, like in case of failure to remedy, to be able claim reduction of payment or to be able terminate the Contract, in another job, other than construction related, represents the object of responsibility for the vice; (cc) it is excluded or limited the obligation of the user to bear the remedy costs, particularly the transportation costs, roads, work and materials; (dd) if the user conditions the remedy on the advance payment of the entire amount or of a substantial amount, which is unjustifiably high in conditions of vice existence; (ee) if the user establishes an exclusion term for the other contracting party with regard to notification on the vices of the good that are not obvious, and if the term is shorter than admitted in compliance with the item (ff) ; (ff) if it is reduced the prescription term to less than one year for the rights proceeding from a vice or if the prescription terms are stipulated in the Article 477 of the present Code, or there are established terms that are shorter than those mentioned for the rights on termination without reducing the term of the term; (j) in case of a contractual report which has as object periodical supply of goods or periodical rendering of services or works by the user: - with a Contract duration, based on which the other party is obliged to for more than two years; - with a tacit and mandatory extension for the other party of the contractual report for more than one year; - with a termination term towards the other contracting party which has a period of more than three months, before the completion of the Contract term, established or prolonged tacitly. These stipulations are not applicable in case of the Contracts with regard to supplying purchased goods, with regard to insurance, as well as in case of sub-Contracts signed between possessors of authors rights and user-companies. (k) the clause from Contracts on commercial purposes, services or entrepreneurship, through which a third party is subrogated or can be subrogated in terms of the right and obligations of the user, except for the situation in which the stipulation: - contains the name of the third party, or
- stipulates the right of the other contracting party to terminate the Contract; (l) the clause based on which a representative who signs a Contract for the other contracting party is imposed by the user: - own responsibility or guarantee obligation without express declaration existent autonomous (separate) in the same sense, or - responsibility which in case of representation without authorization, surpasses the established framework in the Article 452 of the present Code. (m) the clause based on which the user modifies obligation of evidence submitting procedure to the disadvantage of the other contracting party, particularly when the user: - attributes the other party the obligation to produce evidence, which pertain to the responsibility of the user; - allows the other contracting party confirm certain facts. This stipulation is not applicable for receive confirmations signed separately or signed by electronic registration. (n) the clause based on which the use of the users or of a third party, as well as of the declaration towards the users or third parties are conditioned in a more strict form than the one written or are dependent on the special access conditions. Article 720. Application field (1) The stipulations of the paragraph (1) and (2) of the Article 712, as well as the stipulations of the Article 718 and 719 of the present Code are applicable in case of the general contractual clauses, which are used towards an entrepreneur, a legal entity of public right or towards a patrimony with special regime of public right. The stipulations of the paragraph (1) and (2) of the Article 716 of the present Code are applied in cases stipulated by on the first proposal in the extent that this imply the nullity of the contractual stipulations mentioned in the Article 718 and 719 of the present Code. In the latter case there will be taken into account respectively the customs and traditions in the commercial turnover. (2) Stipulations of the Article 718 and 719 of the present Code are not applicable with regard to Contracts of the energy supply companies, of natural gas, thermal power, at long distance and water, with regard to supplying certain special users with electrical power, natural gas, thermal power, and water from the distribution system, if the supply conditions do not derogate to the disadvantage of the users from the conditions stipulated by the state organ for regulation in the field of electrical power, natural gas, thermal power and water. The dispositions of the first sentence is applicable to the Contracts on taking over residual water resources. (3) In the Contract between the entrepreneur and a consumer, the stipulations of this chapter are applicable by taking into account of the conditions as follows: (a) general contractual clauses are considered as being established by the entrepreneur, if there were not introduced in the Contract by the consumer; (b) Article 715 - 719 of the present Code are applicable in the pre-worded contractual conditions and then, when they are determined for one-time usage, as well as in the extent to which the consumer could not influence the contents of the stipulations due to reasons of their pre-wording; (c) on determination of non-corresponding disfavoring in compliance with the paragraph (1) and (2) of the Article 716 of the present Code there are taken into account also the existent circumstances for the conclusion of the Contract. (4) The present Chapter is not applied in case of the Contracts from the field of labor rights, inheritance, family and societies.
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CHAPTER V. The Contract to the usage of a third individual Article 721. Contract to the usage of a third individual (1) The parties of a Contract can stipulate, that the debtor (promisor) to perform the service rendering not for the creditor (stipulator), but rather to the third party (beneficiary) either indicated or non-indicated in the Contract, who obtains in a direct manner the right to claim the rendering to his own benefit. (2) It is not mandatory that the beneficiary be determined or execute on the moment of stipulation; it is sufficient that the beneficiary be determinable and exist as on the date of Contract execution. (3) Until the moment of notification, by the beneficiary, of the stipulator or promisor or about the acceptance of the stipulation, the stipulation can be revoked or modified by the stipulator. The inheritors or creditors of the stipulator do not have the right to relocate or modify the situation. Article 722. Requesting the execution The execution of the concluded Contract in the favor of the tertiary can be requested both by the stipulator and beneficiary, in the extent that the law or the Contract does not instruct somewhat differently and this thing is possible, by nature of service. Article 723. Execution to the favor of the stipulator In case of the revocation of the stipulation, the refusal of the beneficiary to the conferred right by the stipulation, as well as in the case when the stipulation in favor of the third party has no effects towards the beneficiary, the stipulator can claim the execution of the service towards himself/herself, if something else does not proceed from the instruction of the Contract or from the nature of the obligation. Article 724. Exceptions opposable to the beneficiary The promisor can oppose to the beneficiary the exceptions grounded on the Contract, from which the beneficiary obtained the right, but not the justified exceptions on other relations between the promisor and stimulant. CHAPTER VI. Contract Interpretation Article 725. The principles of contract interpretations (1) The contract must be interpreted in compliance with good will exigencies. (2) The Contract is interpreted based on joint intention of the parties, without limiting to the literal sense of the used terms. Article 726. The factors that influence interpretation of the Contract On interpretation of the contract it will be taken into account its nature, circumstances it was concluded in, the interpretation thereof by the parties or that can be deducted from their behavior until the conclusion of the contract, as well as the traditions. Article 727. Non-stipulated effects of the Contract
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The contract produces not only the effects stipulated by the parties, but also the ones, which in compliance with the nature of the contract result from the law, tradition or from the requirements of equity. Article 728. Coordinated interpretation of the clauses The contractual clauses are interpreted from the context of the entire Contract. Article 729. Interpretation of clauses and polysemantic terms (1) The clauses of the contract are interpreted in the sense, which can produce effects, rather than in the sense which would produce not a single effect. (2) The polysemantic terms are interpreted in the sense which correspond to the nature of the Contract at most. Article 730. The clauses of the contract and the example inserted for their definition If the parties, with the purpose to facilitate the understanding of certain clauses, include in the Contract an example, the obligation does not extend only to the given example. Article 731. Limitation of the interpretation of the contract clauses The clauses of the contract, no matter how general they are, the terms used therein, refer to not only to the object of the contract. Article 732. Interpretation of the contract in favor of the disfavored party (1) Non-clarities of the general contractual conditions are interpreted in disfavor of the party that formulated them. (2) In case of doubt, the Contract is interpreted in favor of the party which contracted the obligation and to disfavor of the party which stipulated it. In all cases the Contract is interpreted in favor of the adherent of consumer. CHAPTER VII. Resolution, Termination and Revocation of the Contract Section 1. Joint dispositions Article 733. The terms of the resolution, termination and revocation The contract cannot be resolved, terminated or revoked, otherwise than for the reasons stipulated by law or by joint consent of the parties. Article 734. Resolution clause (1) The parties can expressly reserve through the contract their right to resolution of the contract. (2) The agreement regarding the resolution of the contract needs to be perfected in the same form as the contract, if something else does not proceed from law, contract or tradition. Article 735. The resolution in case of essential non-performance (1) A party can resolve the contract if there is an essential non-performance on behalf of the other party.
(2) In order to determine the essential non-performance, one should take into account particularly the following circumstances: (a) non-performance deprives the substantially the creditor from what he expects from the contract, except for the case when the debtor demonstrates that he/she did not foresee and could not, reasonably foresee this result; (b) Process execution of the obligations is the essence of the contract; (c) Non-performance is deliberate or out of grave culpability; (d) Non-performance provides reason to the creditor presume that it cannot rely on the future execution of the contract. Article 736. Guaranteeing the corresponding execution The party which, proceeding from concrete circumstances, in a reasonable manner, consider that there will be an essential non-performance on behalf of the other party can ask for sufficient guarantees of the execution and can, for this period, suspend the execution of its own obligation. In case when the guarantee is not submitted within a reasonable term, the party which claims guarantees can resolve the contract. Article 737. Operation of the resolution (1) The resolution of the Contract operates based on written declaration addressed to the other party. (2) If the service is offered by delay or does not correspond otherwise with the stipulations of the Contract, the creditor loses the right to resolution, if he/she does not notify the other party within a reasonable term from the date when it found out or should have found out about the offer or non-corresponding execution. Article 738. The effects of the resolution (1) In case of exercising the right to resolution, the Contract terminates and the parties are exempted of the obligation to render services, this way having to restore refund the executed rendered services and obtained incomes. (2) The Debtor provides compensation in cash, instead of restoring the service in kind, if: (a) Proceeding from the nature of the service the restitution in kind is impossible; (b) The obtained object is consumed, disposed, burdened, processed or transformed; (c) The received object is deteriorated or has been lost; however the deterioration resulting from the usage in compliance with the destination of the good is not taken into account. (3) If based on contract there was stipulated mutual execution of the obligations, such an execution will replace the compensation in cash. (4) The obligation does not emerge: (a) When the vice implying the right to resolution unveils only during processing or transformation of the object; (b) In the extent that the creditor is responsible for loss or deterioration of the good or when the deterioration may have been produced even in case when the good were with the creditor; (c) If, in case of a right to resolution conferred by law, deterioration or loss has produced at the party who is justified to claim the resolution, although the latter may have proved the diligence of a good owner, the enrichment needs to be restituted. (5) After the resolution the creditor can claim coverage of the produced prejudice by non-performance of the contract except for the case when the Debtor is not imputable the cause of the resolution.
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(6) The resolution does not affect the clauses of the contract with regard to settling the litigation or other clauses designed to produce effects and after resolution. (7) The obligations of the parties resulting from the resolution is executed simultaneously. Article 739. Non-obtaining of benefit and recuperation of losses (1) In case when the Debtor, against the rules of good administration, does not obtain benefits from the good, although this thing may have been possible designed for him/her, the latter is obliged to compensate the value of the unrealized benefits towards the creditor. The Debtor needs, however, to prove, in relation to these incomes, only that diligence that typically is exercised in his/her own business. (2) If the Debtor restitutes the good, compensates for the value of the good, or if the compensation is excluded in compliance with the items (a) and (b) of the paragraph (4) of the Article 738 of the present Code, he/she is restituted the necessary expenditures made in relation to the respective good. Other expenditures are restituted only in the size that the creditor gets richer implied thereby. Article 740. Execution of obligations resulting from the resolution The obligations of the parties resulting from the resolution are executed simultaneously. Article 741. The term for Contract resolution If the parties did not come to terms with regard to a term of contract resolution, for the justified party there can be established a corresponding term for resolution, by the other party. if the creditor does not exercise this right until the expiration of the term, it can resolve the contract only on expiration, without result, of a guarantee term, respectively established him/her, or only after the summation remained with no result. Article 742. The resolution in case of parties plurality (1) In case of debtor or creditor plurality, the right to resolution cannot be exercised but all the creditors or debtors against all the debtors or creditors. (2) If the right to resolution is extinguished for one of the justified party, it is extinguished also for the others. Article 743 Resolution without effects If one of the parties reserved the right to resolution for the case when the other party does not fulfill its obligation, the resolution cannot produce effects when the other party could be exempted of obligation through compensation and declares the compensation immediately after receiving the declaration on resolution. Article 744 The clause regarding the loss of the rights by the debtor If a contract is concluded by the reserve of losing rights by the debtor in case of nonperformance of its obligation, the creditor, on emergence of such a case, has the right to resolution of the contract. Article 745. Resolution under condition of payment of the penalty In case when the right is stipulated to resolution of a contract under the condition of the payment of the penalty, the resolution is without effect, if the penalty has not been paid until, or
concomitantly with the declaration of the resolution and the other party, from this reason, rejected the declaration immediately. The declaration produces effects, nevertheless, if the penalty is paid immediately after the rejection of the declaration. Article 746. The right of the creditor to reducing the correlative obligation (1) In case when the creditor does not claim the resolution of the contract he/she is entitled to a proportional reduction of his/her correlative liability. (2) The proportional reduction of the correlative liability is appreciated depending on all the pertinent circumstances. (3) In case when the correlative obligation cannot be reduced the creditor has the right to claim only the restoration of the prejudice. Article 747. Contract termination (1) The termination runs only for the future. There can be terminated contracts with successive execution. (2) With regard to termination of the Article 734-736, 741-746 of the present Code are applied respectively. Article 748. The termination of the Contracts with successive execution for justified reason (1) If the reason of the termination consists in the in non-performance of a contractual obligation, the termination is admissible only after the expiration, without success of a term established for remedy (grace term) or after the summation remained without effect. The dispositions of the Article 709-711 of the present Code are applied in a corresponding manner. (2) The contracts with successive execution can be terminated by any of the parties, for justified reasons, without respecting a grace term or summation. A justified reason is when there are taken into account all the circumstances of the case and by assessing the interests of both parties, it is not possible to claim that one of the parties continue contractual relations until the expiration of the grace or summation term. (3) The justified party can terminate only during a reasonable term, after he/she found out or might find out the reason of the termination. (4) If the service already effectuated does not present interest, after termination, for the justified party to terminate, he/she can extend the termination also upon other renders. For the restitution of rendering already performed are applied respectively Article 731 and 738 of the present Code. Section 2. The right to revocation and restitution in Contracts with consumers Article 749. The right to revocation in Contracts with consumers (1) In case when a consumer has a right to revocation in conformity with the present Code or of any other law, the latter is not related to expression of will in relation to the conclusion of a Contract with an entrepreneur, if this was revoked in due course. The revocation must not contain any justification and must be formulated in writing, on another grounds of sound data, or through sending the good within two weeks. (2) The term starts to run from the moment when the consumer was provided explanation based on a sound data, clearly formulated, with regard to his/her right of revocation. The support of the data contains, also the names and address of the addressee of the revocation, as well as a reference to the beginning of the term and regulation of the second sentence of the paragraph (1) of the present article.
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Article 750. The right to restitution in Contracts with consumers (1) The right to revocation in compliance with Article 749 of the present Code can be replaced, in the extent that the law stipulates this expressly, on conclusion of the Contract based on the sales prospect, through an unlimited right to restitution. The conditions for that is that: (a) the sale prospect contain a clear explanation regarding the right to restitution; (b) the consumer to have been entitled get familiarized in details about the sales prospect in absence of entrepreneur; (c) the consumer is provided the right to restitution based on a sound support of data. (2) In case of the right to restitution, revocation can be declared only through returning the good within the term. Article 751. Legal consequences of the revocation and restitution (1) In case of the right to revocation and restitution are applied respective stipulations with regard to the resolution, in cases when there is not stipulated something else. The term established in the first sentence of the paragraph (3) of the Article 617 of the present Code starts to run once with the declaration of revocation or restitution by the consumer. (2) The consumer is obliged to return the good on the account and risk of the entrepreneur. (3) The consumer responses in case when the from the item (c) of the paragraph (2) of 738 of the present Code and for worsening implied by the usage of the good, if the consumer was explained previously the juridical consequences and possibility to avoid them. The disposition from the item (c) of the paragraph (2) of 738 of the present Code is applied only provided there were no explanations made in compliance with the first sentence of the present paragraph, or if the consumer has not been explained about his/her right to revocation, and he/she could not know any way about this right. (4) There are no other rights except for the stipulated ones. Article 752. Transmission of information (1) Information or declarations are placed at the disposal of the consumer based on a sound data support, if they were provided in form of a document or in another visible form, which allows the consumer reproduce the information with unmodified contents in a term corresponding to the requirements of the legal act. The task to check for the contents of the information is assigned to the entrepreneur. (2) The stipulations of the paragraph (1) of the present article is applied in a corresponding manner and for the declarations of the consumer towards the entrepreneur. TITLE III. VARIOUS CATEGORIES OF LIABILITIES CHAPTER I. Sale and purchase SECTION. General provisions Article 753. The notion of sale and purchase contract
(1) On the basis of a sale and purchase contract the seller commits to convey a good in
the ownership of the buyer, and the buyer commits to take over and pay the agreed-upon price.
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(2) The seller commits to remit, in line with the conveyance of the good, the documents
referring to the good stipulated by law, provided the sale and purchase contract does not stipulate something else. (3) If the price is not indicated directly in the contract, the parties can agree with regard to manners of its determination. Article 754. Expenditures pertaining to the sale of a movable good (1) The expenditures related to submission of a movable good, particularly the ones pertaining to measuring, weighting and packaging, are commissioned to the seller, whereas the expenditures related to the reception and transportation of the good from the place of concluding the contract to another place to the buyer, if in the contract is not stipulated something else. (2) In case when the sale and purchase contract of a movable good needs to be certified and registered, the buyer bears the costs of notary certification, of the registration in the respective public registry and of the transportation of the property. Article 755. The costs pertaining to the sale of an immovable good The individual who buys a plot of land or another immovable asset, bears the costs of drafting the sale and purchase contract, notary certification and registration in the immovable asset registry, as well as those related to processing the necessary documents. Article 756. The price (1) The price of the good needs to be fixed in cash. (2) If in the contract concluded between the traders the price is not determined, expressly and implicitly, or through an arrangement that makes possible to be determined, it will be considered, in case of missing certain contrary stipulations, that the parties have referred tacitly to the price practiced typically on the moment of concluding the contract in the respective trade branch, for the same goods sold in comparable circumstances. In case when the there are no similar Contracts, it will be considered, provided there are no contrary stipulations, that the parties have tacitly referred to a price as on the date of submission of goods. (3) If the price is established in relation to the weight of the good, the net weight is that which, in case of doubt, determines the price. Article 757. The term for submission of good (1) The seller must submit the good: (a) On the date fixed by the contract or that can be deducted from the contract; (b) If a period is fixed in the contract or can be determined by reference to the contract in any moment in the course of this period, except for the case when in certain circumstances is not obvious that the date of sale was made by the buyer; (c) In any other cases within a reasonable term calculated from the date of concluding the contract. (2) The sale and purchase contract is considered as concluded with clauses of execution as on the strictly fixed date, if from the contract is clearly implied, that on violation of this term the buyer loses the interest towards execution of the contract. (3) The Buyer can execute the contract with clauses of execution as on the strictly fixed date, before this term or after this term only with the consent of the buyer.
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Article 758. Obligations of the buyer related to shipment of good
(1) If in conformity with the contract the seller submits the good to a carrier and if the
good is not clearly identified in compliance with the contract, by application of a distinctive sign on the cargo, through transport documents or through other means, the buyer needs to transmit the buyer a notification of supply which specifies the good. (2) If the seller is obliged to take measures for the transportation of goods, he/she must conclude necessary contracts for the transportation be carried out up to destination, with transportation means appropriate for the circumstances and in conditions which are typical for such a transportation. (3) If the seller is not obliged to insure the good during transportation, he/she is supposed to submit, on the request of the buyer, all the information he/she avails of, required for concluding an insurance contract. Article 759. The risk of losing or deteriorating fortuitous of the good
(1) The risk of fortuitous losing or deterioration of the good are transferred to the buyer on the moment when the buyer executed contractual obligations with regard to placing the good at the disposal of the buyer, if in the contract it is not stipulated something different. (2) When the sale and purchase contract implies the transportation of the good, and the seller is not obliged to submit in a determined place, the risk is transferred to the buyer from the moment of remitting the good to the first carrier. If the buyer is obliged to submit the good to the carrier in a determined place, the risk is transferred to the buyer only after the returning of the good to the carrier in the same place. If the buyer gave the seller instructions with regard to the manner of transportation and the seller violated the instructions without justified reason, then the seller is obliged to repair the prejudice caused by the latter. (3) In case of sale of a good while transportation, the risks are transferred to the buyer from the moment of concluding the contract, if the contract does not stipulate something else. (4) If the contract is concluded after the transmission of goods, the risks known for the seller or whose existence could not help being known on the conclusion of the contract will be born by the seller. (5) In case of selling the goods generically determined the risk does not pass to the buyer before the individualization of the good.
Article 760. The moment of execution of obligation to submit the good (1) The obligation to submit the good is considered executed as on the moment when: (a) The submission of good to the buyer or individual indicated by him/her; (b) The good is placed on the disposal of the seller or the individual assigned by him/her, if the good follows to be submitted on the place of its storage. The good is considered placed at the disposal of the buyer if it is identified by label or otherwise and prepared for submission within the established term, and the buyer is uninformed about it in compliance with the contractual clause. (2) If the contract does not imply the obligation of the seller to provide for the transportation of the good or to submit the good on the place of the buyer, the obligation of the seller to submit the good is considered executed from the date of submission of the good to the carrier or to the communication office for being transported to the buyer, if the Contract does not stipulate something else.
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Article 761. Reception of goods (1) If the law or contract does not imply something else, the buyer is obligated to undertake actions that in compliance with tradition are necessary on behalf of the latter to guarantee submission and reception of good. (2) In cases when the buyer, by violating the legal stipulations or the contract does not receive or refuse to receive the good, the seller is entitled to refuse the execution of the contract. Article 762. Sale of good to several individuals If the seller sold one and the same movable asset to several individuals, priority will have the buyer, in whose property was conveyed the good, and if the good has not been transmitted to any of them, priority will have the buyer who signed the contract first. Article 763. Material vices of the good (1) The seller is obligated to submit the good without material vices. (2) The good is considered without material vices if on the moment of transmission of risks it has the characteristics as stipulated. In case when the characteristics were not stipulated, the good will be considered without vices, if: (a) It corresponds to destination, proceeding from the contract; or (b) If it corresponds to typical usage and presents characteristics, which exist typically with similar goods and which the buyer can expect by taking into account the type of the good. The characteristics complying to item (b) are added also those which the buyer can expect in compliance with the public specifications of the seller, manufacturer or representatives thereof, particularly by advertisement, except for the case when the specifications cannot influence the decision to buy. (3) There are material vices also when the contractually stipulated packaging was made by the seller with defects or by the assistants thereof, as well as in cases when the good needs to be assembled by the buyer and the latter assembles inappropriately due to mistaken packaging indications. (4) A material vice will also be considered also in case when the seller submits only a part of the good, another good, the good in a smaller quantity than what was stipulated, or when there is vitiated only part of the good, except for the cases when the vice does not exercise a substantial influence on the usage of the good. Article 764. Juridical vices The seller is obligated to submit the good free of any rights of third parties upon it (juridical vices), except for the case when the buyer agreed to sign a contract being informed about the rights of the third parties on the good. Juridical vice is considered also the situation when in the register of the immovable assets a right is registered that does not exist. Article 765. Obligation to check the quality of the good and reception of the vitiated good (1) The rights of the buyer with regard to vices are excluded in case when the buyer, on the moment of signing the contract, knew about these vices. (2) The buyer can benefit of the rights resulting from the vice he/she did not know as a result of grave culpability, only when the seller kept silence fraudulently about the vice or took over a guarantee for the existence of a characteristic. (3) The buyer who is trader, needs to check the good, or assign somebody to do so, within such a short period as allowed by the circumstances, and in case of unveiling the circumstances, to inform the seller immediately.
(4) The buyer loses the right to invoke the vices, if he did not notify the seller, within a reasonable term from the moment when it was disclosed or ought to disclose the vice, of its existence and kind of this vice. The seller cannot invoke the stipulations of the present paragraph if he/she hid the vice fraudulently. (5) The seller cannot invoke an understanding, through which the rights of the buyer are excluded or limited as a result of a vice, if the seller hid the vice by fraud or if the there was taken over a guarantee for the existence of a characteristic. (6) If by law or Contract the seller is obligated to check the quality of the good, he/she must submit to the buyer evidence on having carried out the check of the quality of the good. Article 766. Obligation of the seller in case of eviction (1) If a third party during his/her right upon the good, who emerged before the conclusion of the sale and purchase contract, files an action on eviction against the buyer, the latter is obligated to involve as co-accused the seller, and can oppose to the third party all the exceptions, that could have been opposed by the seller. (2) Non-involvement of the seller as co-accused will exempt the latter from responsibility towards the buyer, if he/she will prove, that his/her attraction could have avoided the eviction of the buyer. Article 767. Responsibility of the seller in case of eviction of the buyer In aces of eviction of goods from the buyer based on the rights of the third parties upon the good, that were constituted before the conclusion of the sale and purchase contract, the seller compensates the buyer the caused prejudice. These stipulations do not apply of the buyer agreed to buy the good burdened by the rights of the third parties, in compliance with the Article 764 of the present Code. Article 768. Remedy (1) In case when the good is vitiated, the buyer can claim a remedy, thus claiming on his choice to have the vice removed, or to be supplied a good free of vices. (2) The seller bears all the necessary costs for remedy and particularly the costs for transportation, road, for execution of works and purchasing materials. (3) The seller can refuse remedy of vices, if this requires excessively high costs. (4) In case when the seller supplies a good without vices for remedy, the he/she can claim the buyer to return the good with vices in compliance with the rules on the effects of contract resolution. Article 769. Special dispositions regarding the resolution and reparation of the prejudice Except for the cases stipulated in the Article 617 of the present Code, it is not necessary the establishment of a term, and in case when the seller rejected the remedy of vices or when a manner of remedy did not succeed or cannot be claimed from the buyer. A remedy is considered after the second attempt without success if the something else does not proceed from the kind of good or vice or from the behavior of the seller. Article 770. Effects of the impossibility to restitute the good (1) If the buyer cannot restitute the goods in the state he/she received them, he/she loses the right to declare contract resolution or to claim the seller submit the goods for replacement, except for the cases when the impossibility of goods restitution is due to actions or inaction of
the seller, or goods uselessness, if their deterioration is a consequence of non-respect of conditions for shipment (including packaging), or if the goods were used until it was traced out their non-conformity. (2) Loss by the buyer of the right to declare the contract resolution or to claim the seller submission of goods for replacement does not affect his/her right to other means of legal protection, stipulated by law or in the contract. Article 771. Claiming the reduction of price Instead of Contract resolution or vice remedy by the seller, the buyer can claim price reduction in the extent equivalent to the necessary costs to remedy the vice. It is meant the price established as on the date of concluding the contract. Article 772. Guarantee of good quality (1) In case when the seller, manufacturer or a third party guarantees the characteristics of a good, the buyer enjoys, without touching the rights stipulated by law, the guarantee rights in conditions indicated in the declaration of guaranty and in the respective claim, towards the party who issued the guarantee. (2) In the extent a guarantee was taken, it is assumed that rights are emerging from the guarantee in cases when a vice emerged in the guarantee period. (3) The guarantee term starts to run from the moment of submission of the good by the seller, if the Contract does not stipulate something else. (4) The guarantee is applicable during a similar period also upon the accessories of the good, if the Contract does not stipulate something else. Article 773 Validity term of the good (1) According to the law, standards and other regulations it is possible to set terms of goods quality validity, and after their expiry the good is considered unsusceptible for use (validity term). (2) The seller has to transfer the good with the validity term set on it, so as the buyer could use it according to its destination before this term expires. Article 774 Quantity of goods
(1) The seller has to deliver the good in the quantity set up in the contract. (2) The buyer may refuse to receipt the good, if the seller delivers a smaller quantity
then stipulated in the Contract. If the buyer accepts to receive the smaller quantity then stipulated in the Contract, he should pay a sum proportional to the contractual price. (3) If the seller delivers an extra quantity than stipulated in the contract, the buyer may accept the delivery of the good in this quantity and shall pay a sum proportional to the contractual price, or may accept the delivery of the quantity stipulated in the contract and the seller shall repay the extra sum. (4) The Contract is worthless (null) if the quantity of the good or the mean of its determination is not set up. Article 775 Assortment of goods The seller has to transfer the good in the assortment (according to the models, varieties, measures, colors or other features) stipulated in the contract, and if not in the assortment that
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corresponds to the buyers needs, if the buyer knew them when concluding the contract, or has to refuse the execution of the contract. Article 776 Effects of non-observance of the assortment clause (1) In case when the goods are delivered in an assortment that doesnt correspond to the contract, the buyer may refuse to accept the delivery and may not pay the price, or, if the price is already paid, to demand its reimbursement. (2) The buyer may refuse to accept the delivery of the goods not stipulated in the contract, if together with assortment of goods stipulate din the contract were delivered other goods, or may accept all goods. In case the buyer accepts the goods not stipulated in the Contract, he pays the sum according to the price agreed with the seller. Article 777 Completion of goods (1) The seller shall deliver the good in the complete assortment to the buyer, according to the sale and purchase contract. (2) If the completion of the goods assortment is not determined, the seller has to deliver to the buyer the good, which completion is determined by the culture of business circuit or other traditional demands. Article 778 Set of goods (1) If the seller has to (is obliged to) deliver to the buyer a certain complete set of goods, than the obligation is considered observed from the date of preparation of all goods included in the set. (2) If the sale and purchase contract doesnt stipulate the delivery of a certain set of goods, but the essence of the contract stipulates otherwise, the seller has to deliver all the goods included in the set at the same time. (3) If the delivery of goods is incomplete, the buyer may request to complete the goods in the reasonable term or to reduce the purchasing price. (4) If the seller hasnt executed the claims indicated in par. (3) of the present Article, the buyer may ask to change the incomplete goods with complete ones or refuse to execute the contract and demand the reimbursement of the paid sums for the good. Article 779 Packaging (1) The seller has to deliver to the buyer the goods packed, except the goods that dont need to be packed and/or wrapped, if the contract or the essence of the obligation dont stipulate otherwise. If the requirements for packaging are not determined in the contract, the good has to be packed as usual for such kind of goods, and in unusual cases in a package that will ensure the integrity of the good under storage and transportation conditions, usual for this kind of goods. (2) If the packed good is delivered to the buyer without package or in a deteriorated package, he may demand from the seller to pack the good, if the essence of obligation or the character of good stipulate otherwise. (3) The buyer may submit other claims too, resulting from delivery of deteriorated goods, not only the indicated requests.
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Article 780 Obligations of preserving the sold good (1) When the buyer delays to accept the delivered good or doesnt pay the price, in case the payment and the delivery are simultaneous, the seller, if the good is under his possession or control, shall take reasonable measures, according to the circumstances, to preserve the good. He may keep the good until he receives from the buyer the compensation of his reasonable expenses. (2) In case when the buyer received the good, but he is justified to return it, he has to take certain measures to preserve the good. The buyer may keep the good until the seller will repay the reasonable expenses. (3) The party, who has to take measures for preserving the good, may store it on the other partys account, in the warehouses that belong to a third party, if the costs will not be in disproportion. (4) The party, who has to take measures for preserving the good, has a right of retention on this good, until he will be paid a compensation for the storage. Article 781 Right of good alienation (1) The party who has the obligation to alienate the good has the right to sell it for a good price, if the other party delays too much the acceptance of the good or payment of the preserving expenses and if it notified the other party about its intention to sell. (2) If the good is going to be lost or to de altered (deteriorated), as well as in case that preserving of the good will cause disproportionate expenses, the party obliged to preserve the good may sell it. (3) The party that sold the good remits the received sum and has the right to withhold the reasonable preserving and selling costs. Article 782 Right of the buyer to demand the execution of obligation in kind The buyer may demand obligations execution in kind, if this demand is justified for the parties and for the protection of the buyers rights, in connection with the unique goods, individualized goods for the contract herein, or other goods impossible to buy from other person or, if the acquisition is without effect. Article 783 Terms when the seller is responsible for the goods vices (1) The buyer may forward claims to the seller, concerning the vices of the good that are not declared by the seller, until its delivery, immediately on their determination, but not later then the term stipulated in the contract. (2) The claim may be forward not later then six months from the date of deliverance, and concerning the real estate not later then a year, if such term is not stipulated in the contract. (3) If its impossible to determine the date of delivery of the good to be registered or the good is delivered before concluding the contract, the term of forwarding the claims is calculated from the date of registering the good as is set up. Article 784 Terms of forwarding the claims regarding the vices of the good with guarantee period (1) If for the sold good is established a guarantee period, the claim for the found vices may be forward in the guarantee period.
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(2) If the good with a guarantee period was delivered to the buyer before concluding the contract and it is not possible to determine the date of delivery, the date of forwarding the claims is calculated from the date of concluding the contract, and if the good was transported from the date of forwarding the good to the buyer. (3) If according to the contract for the accessory good the guarantee period is less then the guarantee period for the main good, then the buyer may forward claim regarding the vices of the accessory good, at their determination, in the guarantee period of the main good. (4) If according to the contract for the accessory good the guarantee period is more then the guarantee period for the main good, then the buyer may forward claim regarding the vices of the accessory good, in the guarantee period of the accessory good. Article 785 Terms of prescription for the actions regarding the vices of the good The action regarding the vices of the good may be sued in an year from the date of forwarding the claims and if the claim was not forwarded in an year from the date of expiring the terms set up in Articles 783 and 784 of the Code herein. SECTION 2. Redemption Article 786 General provisions on redemption If the seller reserved in the sale and purchase contract the right of redemption, he will execute it by declaring his intention to the buyer. The declaration form may not be identical with the one set up in the sale and purchase contract. Article 787 Price of redemption Redemption is made at the selling price. Reseller has the right to demand the compensation of the expenses made for the good bought before redemption in an amount equal to the raise of the goods value due to the expenses made. If the good to be return was equipped with an installment, the seller may hold it back, if it doesnt damage the good. Article 788 Fate of the accessories The reseller has to deliver to the person that executes the redemption right the good together with its accessories. Article 789 Make up for the damage, caused before redemption (1) The holder of the good is responsible for the damage, if the object was deteriorated, died or cannot be return from other reasons, before exercising the redemption right. (2) The person that will redeem the good cannot demand to diminish the buying price, if the holder of the good is not responsible for the depreciation of the good, or the modification is not significant. Article 790 Effects of good disposing before redemption If the buyer disposed with the contract object before exercising the redemption right, he has to eliminate the right of the third parties on this good. The reseller also disposes with the
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good in the cases of enforceable performance of the procedure or by the administrator of the insolvency process. Article 791 Term of redemption Redemption may be exercised only in the term stipulated in the contract, which may not exceed ten years for the lands and five years for other goods. This term cannot be enlarged or prolonged. SECTION 3. Option Article 792 Option The parties may agree upon the unilateral right of the buyer to purchase a good until a determined moment (selling option) or upon the right of the seller to sell a good to the buyer under the same conditions (buying option). The norms on sale and purchase are applied to the option contracts, if the parties dont agree otherwise. SECTION 4. Preemption right on purchasing Article 793 Purchase based on the preemption right
(1) The person who has the preemption right may use (execute) it, if the obliged person
concludes a sale and purchase contract with a third party. (2) If several persons have the preemption right, then they will exercise it only in common. (3) The preemption right cannot be transferred to other persons or transferred by succession, if the contract between the obliged person and the holder of the preemption right doesnt stipulate otherwise. Article 794 Notification on intention to sell The obliged person should inform immediately the holder of the preemption right on purchasing about his sale intention and conditions. A third party may inform instead of the obliged person. Article 795 Exercise of preemption right (1) The preemption right is exercised by informing the obliged person. (2) After receiving the notification on sale intention, the preemption right may be exercised during a month in case of lands and in ten days in case of other goods. If the parties agree on another term for exercising the preemption right, it replaces the legal term. (3) After receiving a declaration, the obliged person and the authorized person conclude a sale and purchase contract, under the conditions established by the obliged person and the third party. (4) The obliged person may request to extend the preemption right over all goods that cannot be separated, without disadvantaging him. (5) If the purchasing price was postponed to the third party, the holder of the preemption right may benefit from the delay, if he offers a guarantee for the postponed sum to be paid.
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(6) In case the object of the preemption right is a land, it is not necessary to offer a guarantee, if it was agreed upon a mortgage for the land at a postponed sale price, or if a debt with a mortgage that entails the land is added to the purchasing price. Article 796 Nullity of the agreement of non-implementing the preemption right The agreement between the obliged person and the third party is null, if it results in nonperformance of the preemption right at purchase stipulated by the sale and purchase contract, or if the obliged person reserves the right to void the contract after exercising the preemption right at purchase. Article 797 Execution of additional obligations
(1) If a third party assumed, according to a contract, an additional obligation, that the holder of the preemption right at purchase is unable to execute, it should pay the value of the additional obligation. (2) If it is impossible to evaluate in cash the additional obligation, then the preemption right at purchase will not be exercised. The clause on additional obligation becomes invalid, if its aim is to exclude the exercise of the preemption right at purchase.
SECTION 5. Test or sight purchase Article 798 Conclusion of test or sight sale and purchase contract (1) The buyer consents on the purchased object in case of test or sight purchase. In case of doubts, the purchase is considered concluded under the condition of consent. (2) The seller shall allow the buyer to verify the object. (3) The buyer is responsible for maintenance of the object until the condition is carried out. Article 799 Term of consent (1) The buyer declares his consent for an object purchased for test or sight only during the consent term, and in case such term is missing during a reasonable term, set by the seller. (2) In case the object was delivered for test or sight and the fixed term, or the term sufficient for appreciating the quality of the good has expired, the silence of the buyer is considered a consent SECTION 6. Sale of debatable rights Article 800 Notion of debatable right A right is debatable if it is uncertain, contested or contestable by the debtor, of when proceedings were instituted or it is presumed that they will be necessary. Article 801 Interdiction to obtain debatable rights Judges, lawyers, notaries, prosecutors and executors cannot obtain debatable rights, because of absolute nullity. Article 802 The right of the debtor to liberate
(1) In case a debatable right was sold, the culpable person is liberated, if he pays to the buyer the selling price, selling expenses and interest for the selling price and expenses calculated at the date of payment. (2) The right stipulated in par. (1) of the Article herein cannot be exercised in case when the sale is made in front of a creditor as to pay him the debt, in front of a co-proprietor or cosuccessor of the good being the object of the debatable right, as well as in relations between traders. The right cannot be exercised in case there exists a Court decision confirming the right or if the right was fixed and the debate is prepared for the Court. SECTION 7. Sale and purchase of consumer goods Article 803 Reverse of probation task If a consumer buys a movable asset from an entrepreneur (purchase of consumer goods), and during 6 months from transferring the risk a vice is found, it is presumed that the good was damaged in the moment of transferring the risk, except the case when presumption does not fit with the good or vice. Article 804 Special provisions for guarantees (1) In case of consumer goods sale and purchase, the guarantee in terms of the Article 772 of the Code herein shall be formulated simple and clear. The guarantee shall contain: (a) transfer of legal rights of the consumer and the fact that these rights will not be limited by the guarantee; and (b) content of the guarantee and all necessary mentions as to benefit from the guarantee, especially duration and space of guarantee protection application, as well as the name and address of the guarantor. (2) Consumer may request to be offered a guarantee declaration in written form or other form. (3) The effect of the guarantee obligation is not violated, if any of above mentioned demands are not fulfilled. Article 805 Public offer of goods Display of the good with label in the window, offer of the menu, goods advertising, its description in catalogues and other proposals addressed to an undetermined number of persons is considered as a public offer for conclusion of consumer goods sale and purchase contract, notwithstanding the fact that the price of the good and other essential clauses of the Contract are indicated or not. Article 806 Sale of goods using automate apparatus (1) If the good is sold using automate apparatus, the owner of the apparatus has to inform the buyer, by placing the information on the apparatus or by other means, about the name of the seller and contact data, name and price of the good, and actions that the buyer shall take to pay and receive the good. (2) The sale and purchase contract using the automate apparatus is considered concluded from the moment of making the necessary actions for receiving the good. (3) In case when the automate apparatus is used for change of coins, currency, for buying pay tickets, the norms on consumer goods sale and purchase are applicable, if the obligation doesnt stipulate otherwise.
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Article 807 Price of the consumer good The price of the good, and other essential clauses of the consumer goods sale and purchase contract a set up equally for all buyers. Article 808 Exchange of the good bought for consume (1) The seller has the right to exchange the nonfood good during 14 days, if the buyer does not fix another larger term, after purchasing it in the same place or other place fixed by the seller, for a similar good of other size, form, shape, model, color etc., making recalculations in case the difference of prices. (2) In case the necessary good for exchange is missing, the buyer may return the good and the seller shall return the paid sum. (3) The good shall be exchanged if it is not used, it didnt loose the consumer qualities and if there are proofs that the good was purchased from this seller. (4) The law and other normative acts stipulate the list of goods, which cannot be exchanged or returned. SECTION 8. Sale by auction Article 809 Modality of sale by auction (1) The sale by auction may be free or compulsory. (2) The compulsory sale is subjected to the rules stipulated in the present paragraph, if there are no special regulations. Article 810 Price fixing and other conditions fixing The seller may fix the price or other sale conditions. This stipulation is no opposable to the adjudicated person, if it wasnt communicated to the present persons before receiving the offer. Article 811 The right not to denounce the identity The seller has the right not to denounce his identity at the auction, but the adjudicator is personally responsible for all obligations of the seller, if his identity wasnt communicated to the adjudicated person. Article 812 Interdiction on offer withdrawal The offeror has no right to withdraw his offer. Article 813 Moment of sale The sale is concluded when the adjudicator adjudicates the good to the last bidder. The proof of the sale represents the notice in the adjudicators register of the name and offer of the adjudicated person, and, if such proof is missing, the proof of witnesses is allowed.
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Article 814 Conclusion of real estate sale contract The seller and the adjudicated person of a real estate shall conclude the real estate sale and purchase contract within ten days from the demand from other party. Article 815 Consequences of unpaid prices by the adjudicated person (1) If the adjudicated person didnt pay the price under the Contract conditions, the adjudicator has the right, besides the remedies of the seller, to resell the good at the next auction, according to the usage and only after a corresponding notification of the adjudicated person. (2) The adjudicated person has no right to participate to the auction again and has to pay the difference between the price he bought the good and the reselling price if it is smaller, but he may not pretend the exceeding. In case of a compulsory sale he is responsible to the seller, to the person who has the distraint and to the creditor who obtained a Court decision, for the interests, costs and prejudices caused by non-performance. Article 816 The right of the adjudicated person to compensations (1) The adjudicated person, whose property right on a good obtained by auction was violated by a creditor of the seller, may demand from the seller the paid price, accumulated interests and costs. He may also obtain the price, accumulated interests and costs from the creditor of the seller who received the good. (2) The adjudicated person may demand from the creditor who benefited from the distraint to compensate de prejudice caused by distraint or sale irregularities. SECTION 9. Sale and purchase of enterprises as a unique patrimonial complex Article 817 Notion of the enterprise sale and purchase contract (1) According to the enterprise sale and purchase contract the seller undertakes to transfer the enterprise as a unique patrimonial complex into the property of the buyer, except the indefeasible rights and obligations. (2) The seller transfers to the buyer the right to use the name of the company, production marks and other means of individualizing the company, as well as the rights to use these means of individualization belonging to him on a license base, if not otherwise stipulated in the Contract. Article 818 Registration of the contract The sale and purchase Contract of the enterprise as a unique patrimonial complex is concluded in an authentic form and is registered with the State Registration Chamber. Article 819 Evaluation of the enterprise patrimony (1) (2) The composition of the company and its value is determined in accordance with the act (minutes of the inventory) prepared according to the inventory rules. Before signing the contract, the parties shall prepare and examine the inventory act, balance sheet, conclusion of independent auditor regarding the composition and value of the company, indicating the name of the creditors, character of the debt, obligations amount and terms of their execution.
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(3)
The goods included in the company composition, rights and obligations included in the indicated documents shall be transferred to the buyer, if the Contract or stipulations of the Article 817 of the Code herein dont stipulate otherwise.
Article 820 Rights of the creditors (1) Creditors of the seller should be informed about the companys sale by one of the parties, before transferring the company to the buyer. (2) The buyer is responsible together with the seller for the latters debts, appeared before the company sale, under the limits of the transferred assets. (3) The responsibility of the buyer cannot be excluded or limited by an agreement with the seller. Article 821 Transfer of the company (1) The transfer of the company to the buyer is done according to the transfer act where are included the data regarding the transferred goods, creditors informing, information on the vices of the company. (2) The seller bears the expenses regarding the company preparation for transfer, including the transfer act, if not stipulated otherwise in the Contract. (3) The company is considered transferred from the moment of signing the transfer act by both parties, transfer of the risk of liquidation or forced deterioration of the company by the buyer. Article 822 Transfer of the property right (1) The property right on the company is transferred to the seller at the date of transferring the company, if not stipulated otherwise in the contract, and should be registered immediately. (2) In case the company was sold with reserve of the property, the buyer may dispose, until obtaining the property right, on the goods and rights included in the composition of the sold company, as much as necessary for the purpose the company was bought for. CHAPTER II. Exchange Article 823 Notion of exchange contract
(1) The parties of the exchange contract have the obligation to transfer mutually the
property right over a good. (2) Each part of the exchange contract is considered the seller of the sold good and the buyer of the good he receives instead. Article 824 Rule applicable to the exchange The same rule as for the sale and purchase contract is applied to the exchange contract. Article 825 Compensation of the difference between values (1) If the exchanged goods are of different value, this difference may be compensated by a sum of money named balance, if the contract stipulates so. (2) Surcharge (?) cannot exceed the value of the good.
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Article 826 The right to refuse the transfer of good The party who can demonstrate that the other party is not the owner of the good, has the right, even after receiving it, to refuse the execution of the service he committed himself. In this case the party may be forced to return only the amount received according to the Contract. CHAPTER III. Donation Article 827. Donation agreement (1) By signing a donation agreement, the donor shall assume obligation to increase out of his/her own assets for gratuitous consideration the assets of a third party called the donee. The donation agreement that binds the donor to transmit all his/her assets or part of them, without any specification of actual goods that are to be transmitted, shall be considered null and void. (2) The donation agreement that stipulates donees obligation to pay debts or fulfill duties, which do not exist at the time the agreement is signed, shall be considered null and void, unless the nature and size of debt or duties is stipulated in the agreement. (3) The agreement foreseeing donation of an asset after its donors death shall be considered null and void. Article 828. Setting up a donation agreement (1) A donation agreement shall be considered concluded as soon as the asset is conveyed. (2) Should a mobile asset be conveyed without the other partys consent, the party that conveys the asset may establish a reasonable term within which the donee shall declare either his acceptance or refusal of the donation. At expiry of this term, the agreement shall be considered concluded if the other party does not refuse to accept the donation. In case of a refuse, the donor shall be entitled to seek return of the asset in conformity with the rules of groundless increase in wealth. Article 829. The form of the donation agreement Should the object of donation be an asset, sale (alienation) of which presumes a certain formality, the same shall be followed in case of donation. Article 830. Promised donation (1) An agreement containing a promise to convey an asset in the future, in order to be enforced, shall be written in an authentic form. Incompliance with the form shall not affect validity of donation if the promise is fulfilled, except such agreements whose subject are assets that require an authentic form for their alienation. (2) The donor shall be entitled to give up on his/her promise to convey an asset, if he is not able to keep his/her promise in view of his/her other duties and obligations unless he/she does it to the detriment of his/her own appropriate maintenance or fulfillment of his/her own legal duties of maintenance. The donee shall not be entitled to ask for any refund.
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Article 831. Donation agreement foreseeing regular stipends Should the donation agreement stipulate obligation to provide financial support in form of regular stipends, such obligation shall expire upon the donors death, unless the promise implies otherwise. Article 832. Inadmissible donation Any donation shall be forbidden, except some small donations for fulfillment of moral obligations: (a) if it is done on behalf of disabled persons; (b) if it is offered to owners, managers or staff members of medical, educational or social aid institutions and other suchlike institutions, from a person who stays in these institutions or from his/her spouse or other relatives including up to the fourth bond. This rule shall not be applicable to relations between the relatives of including up to the fourth bond; (c) in relations between legal entities in business purposes. Article 833. Donation in case of lethal diseases A donation agreement concluded during the donors disease deemed as lethal but followed by the donors recovery may be declared null and void at the latters request. Article 834. Conditioned donation (1) The parties to such agreement can agree that the effect of the donation shall be subject to implementation of a task or achievement of an objective. The objective may also be of public use. The amount of donation shall be equal to the balance remaining after all the expenses needed to implement a task or achieve an objective have been met. (2) Any person interested in the stipulated task, besides the donor, may request implementation of this task. (3) The donor may revoke the donation if the donee does not implement the task. Article 835. Revocation of donation due to ingratitude (1) Donation can be revoked in the following cases: if the donee makes an attempt on the donors life or life of one of the latters relatives; if he is guilty of another illegal deed committed to the donor or his/her relative, evidences of bad ingratitude; or if the donee refuses to render due maintenance to the donor without any grounded reason. (2) If the donation is revoked, it shall be allowed to seek a refund for the donated asset. (3) Revocation can be done only within one year term since the time the person entitled to revoke learnt about the reason for such revocation. (4) Revocation cannot be claimed against the donees heirs, nor by the donors heirs against the donee, except the case when the donor died before the term stipulated in the paragraph (3) of the present article expired. Article 836. Termination of the donation agreement in case of hardship (1) If after a donation has been conveyed the donor is unable to provide his/her own due maintenance and meet his/her legal obligations to support his/her relatives, current or former spouse, he/she shall be entitled to ask the donee to refund the donated assets at the latters disposal.
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(2) The request to refund shall not be admitted if the donor deliberately or by a heavy guilt caused his/her own hard situation. Article 837. Lack of Obligation to Pay Interest If the donor commits a delay, he/she shall not pay interest. Article 838. donors responsibility for damage to the donated asset Should the donor deliberately conceal a drawback (fault) of the donated asset, he shall be obliged to refund the donee for the detriment. CHAPTER IV. Asset Alienation Agreement with Condition of Lifetime Maintenance Article 839. General provisions regarding the asset alienation agreement with condition of lifetime maintenance (1) According to an asset alienation agreement with condition of lifetime maintenance, the beneficiary of maintenance shall be obliged to convey a real estate or a mobile asset in property of a maintainer, who in his/her turn shall commit to ensure the beneficiary a lifetime maintenance in kind accommodation, food, care and needed aid as long as the latter lives, as well as the latters inhumation after he/she dies. (2) Should there be more parties to the agreement, the obligation to maintain shall be indivisible either actively or passively. (3) Duty of maintenance shall not be transmittable to another person and cannot be prosecuted by creditors. (4) The agreement of lifetime maintenance shall comply to the norms of lifetime annuity, if so stipulated in the agreement. Article 840. Form of the contract (1) The agreement on lifetime maintenance shall be set up in written form. (2) In case to alienate an asset it is necessary to observe an authentic format, the agreement shall be set up according to this authentic format. Article 841. Amending the Contract (1) Should the maintainer fail to observe his duty to maintain the beneficiary, the latter may request that the duty of maintenance be established in form of regular stipends. (2) The duty to insure maintenance by paying stipends can be also established through a respective agreement between the parties. Article 842. Guarantees for the beneficiary of maintenance (1) As long as the beneficiary of maintenance lives the maintainer shall not be entitled to alienate the asset. In case of real estate this restriction shall be recorded into the register of real estate assets. (2) Pledge, mortgage or any other encumbrance of the asset shall be allowed only upon the beneficiarys consent.
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Article 843. The Risk of a damaged asset A damaged asset shall not exempt the maintainer of his/her duties assumed through the signed agreement. Article 844. Termination of the Agreement (1) The beneficiary of maintenance shall be entitled to terminate the agreement should the maintainer fail to observe his/her duties agreed upon. (2) The maintainer shall be entitled to terminate the agreement should he/she be unable to meet his/her duties due to some force majeure circumstances beyond his/her control. Article 845. Consequences of terminated agreement (1) If termination of the agreement is initiated by the beneficiary of maintenance, the latter one shall be entitled to seek return of the asset or refund of its value. (2) The value of maintenance provided by the maintainer shall not be refunded. Article 846. Consequences of maintainers death Should the maintainer die, his/her rights and duties shall be transmitted to his/her heirs. CHAPTER V. Annuity Article 847. Definition of Annuity (1) An annuity may be established through a contract according to which a person, called maintainer, shall pay regular dues, as free or onerous payments, to another person, called annuitant. (2) Annuity can be paid in money or in kind. (3) Annuity can be fixed in favor of a third party, different from the one who signed the contract. Article 848. Term of the annuity (1) Annuity shall be lifetime in case its term is limited to the lifetime of one or more persons. (2) The person bound to pay an annuity, should there arise any doubt, shall pay it as long as the annuitant lives. Article 849. Format of the contract on annuity (1) For a contract of annuity to be valid, it is necessary to formulate a promise of annuity in written form and to authenticate it at the notarys. (2) If, according to the contract on annuity the maintainer receives a real estate, the contract shall be registered in the real estate register. Article 850. The Amount of annuity (1) The amount of annuity to be paid shall be established by the parties.
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(2) In case of death of one of the annuitants, annuity shall be entirely paid to the surviving ones, unless the contract contains a different provision. Article 851. The time of annuity payment (1) Regularity and time the annuity is paid shall be established through agreement of the parties, taking into consideration the form of the annuity. (2) The lifetime annuity shall be paid in advance. (3) Annuity in monetary expression shall be paid in advance for the following three months, unless the contract has a different provision. For other forms of annuity the time of advance payment shall be determined subject to the nature and objective of the annuity. (4) If the annuitant is alive at the beginning of the period for which he/she is paid the annuity, he/she shall receive full amount of annuity due for the respective period. Article 852. Forbiddance to alienate assets received by the maintainer (1) As long as the annuitant lives, the maintainer shall not alienate, mortgage or otherwise encumber assets received from the person who fixed the annuity, without the annuitants consent. No enforced activity on these assets shall be admitted for other obligations of the maintainer. (2) If the maintainer receives a real estate asset, restrictions stipulated in the paragraph (1) of the present article shall be recorded in the real estate register. Article 853. Changes in the Form of Annuity Payment When concluding a contract on annuity in kind, the parties can agree to replace it by an amount of money to be paid regularly. Article 854. Sticking to the Duties in Case of Damaged Asset Maintainers duties shall not extinct after damage or deterioration of the asset conveyed to him for rent. Article 855. Disputes arising from the Contract (1) The annuity contract may be disputed by a third party entitled to be maintained by the payer of annuity, should the latter be unable to meet his duties to this third party due to the annuity. Should the contract be terminated, the asset conveyed by the annuitant shall be returned to the same. (2) The maintainer shall not be entitled to any reimbursement of the paid annuity. Article 856. Termination of the Contract (1) Both the maintainer and the annuitant shall be entitled to ask termination of the contract, if as a result of failed duties or other grounded reasons continuation of their relations is impossible. (2) Upon termination of the contract, the asset conveyed for renting shall be returned. Payments made by the maintainer shall not be refunded, unless the contract foresees something else.
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Article 857. Stipulation of Imperceptible Nature of the Annuity The contract can stipulate imperceptible nature of the annuity only in case it was arranged as a free rent. Article 858. Consequences of the Maintainers Death (1) Should the maintainer die, his/her duties shall be assumed by his/her successors who inherit the asset. (2) Should a successor refuse to accept the asset, it will be conveyed to the annuitant, and thus the contract will be terminated. CHAPTER VI. Free Loans Article 859. Definition of the Free Loan Contract (1) A free loan is a contract according to which a party, referred to as lender, conveys free of charge an asset to be used by the other party, referred to as borrower, while the latter is obliged to return the asset as soon as the agreed term expires. (2) The contract may stipulate a reward for wear and tear of the asset by the borrower. Article 860. Lenders Responsibility (1) The lender shall be liable only for intended action or heavy fault. (2) Should the lender fail his/her obligation to convey the asset, the borrower shall only be entitled to seek refund of the damage. (3) Should the lender deliberately conceal flaws of the asset or of the entitlement to free exploitation, he/she shall be obliged to refund the damage caused to the borrower. Article 861. Assets Wear and Tear The borrower shall not be liable for an alteration or a detriment caused to the state of the asset, if this is due to the assets use in conformity with the provisions of the contract. Article 862. Borrowers Duties (1) The borrower shall keep and maintain the asset as carefully as a good owner, and shall use it only in purposes determined in the contract or arising from the asset itself. (2) The borrower shall bear necessary expenses associated with the use of the asset. The borrower may ask to be refunded for any extra expenses, necessary and urgent, which he/she had to bear in order to preserve the asset. (3) The borrower shall not be entitled to convey the asset to be used by third parties, unless the lender gives his/her consent. Article 863. Borrowers Responsibility (1) Should the borrower fail to meet his duties stipulated in the article 862 of the present Code, the lender shall be entitled to demand immediate return of the asset, as well as to be refunded for the caused damage. (2) Should he/she fail to meet the duties stipulated in the article 862 of the present Code, the borrower shall bear responsibility even for reasons beyond his/her control (force majeure
circumstances), unless he/she is able to prove that the damage was inevitable even should he/she has met the duties. The same rule shall be applied also in cases when the borrower does not return the asset upon the stipulated term. (3) Should a number of persons benefit a loan of the same asset, they shall bear common responsibility to the lender. Article 864. Commitment to Return the Asset
(1) The borrower shall be bound to return the asset received in free use upon expiry of the term stipulated in the free loan contract. (2) If the term of the free loan contract is not determined, the borrower shall return the asset as soon as it has been used in purposes mentioned in the free loan contract. The lender may demand return of the asset ahead of time, if enough time has passed for the borrower to use the asset. (3) If the term of the free loan contract was not determined and it cannot be established by aims of the assets use, the lender shall be entitled to demand that the asset be returned at any time.
Article 865. Retention of the Asset The borrower shall not be entitled to keep the asset for claims to the lender, except claims of extra expenses, necessary and urgent and incurred in order to preserve the asset. Article 866. The Right to Terminate a Free Loan Contract The lender may terminate a free loan contract in the following cases: a) if due to some unforeseen circumstances the lender needs the respective asset for his own use; b) if the borrower abuses the aims of the assets use established in the contract, if he conveys the asset to a third party without the borrowers consent, or if he exposes the asset to a serious danger resulting from lack of due prudence; c) if the borrower died; d) if the borrower stopped his/her activities as a legal entity. CHAPTER VII. Loan Article 867. Definition of the Loan Contract (1) According to a loan contract, the lender conveys to the property of the borrower either money or other fungible assets, while the borrower shall be obliged to return the same amount of money or the assets of the same class, quality and quantity to the lender. (2) The loan contract shall be free of charge, unless either the laws or the contract stipulate something else. Article 868. Failure to Fulfill the Obligation to Extend a Loan Should the lender fail to fulfill his/her obligation to extend a loan, the borrower shall be entitled to ask only for a refund of the prejudice caused to him/her.
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Article 869. Interest Arising from a Loan Contract (1) According to a loan contract, the parties may envisage a certain interest rate to be paid, which must be in a reasonable relation to the refinance rate accepted at the National (Central) Bank. (2) An agreement upon interest that violates provisions of the paragraph (1) of the present article shall be null and void. (3) If nothing else is provided in the contract, interest shall be paid at the end of each year passed since the contract has been set up, as well as at return of the loan. (4) In case the borrower does not pay interest in due time, the lender may demand that both the loan and the interest be returned to him/her immediately. Article 870. Revocation of a Loan Promise The lender shall be entitled to give up on his/her obligations if the borrower suffers a substantial crisis of his/her property situation, which may lead to his/her inability to return the loan, including the case when this crisis happened before the contract was set up but became known to the lender only after it was signed. Article 871. Return of the Loan (1) The borrower shall return the loan in terms and conditions stipulated in the contract. If no interest was applied, the debtor shall be entitled to return the loan even before the fixed term expires. (2) The borrower shall return the assets of the same quality and quantity as the ones he received and nothing else, even if there was an increase or a decrease in prices. (3) If an amount of money was lent, the borrower shall be obliged to return the received face value, with no consideration of fluctuations in money value. (4) If the contract does not establish either the term when the loan must be returned, or the notice term, the loan shall be returned within 30 days after the borrower was advised to return the loan. Article 872. Consequences of Fail to Return the Loan (1) If nothing else is foreseen in the laws or the contract, should the borrower fail to return the loan in due time, the lender may ask an interest to be paid on the whole outstanding amount. The size of interest shall be determined according to the article 619 of the present Code. (2) If the contract envisages that the loan be returned in installments, should the borrower fail to return in the due way even one installment, the lender may ask for immediate return of the whole amount of loan, as well as the respective interest. (3) Should the borrower fail to refund the borrowed asset, he shall be obliged to pay its value estimated subject to the place and the time of assumed obligation. Article 873. Consequences of Abused Obligations to Guarantee Loan Performance Should the borrower fail his/her assumed obligations regarding guarantees to return the borrowed asset, the lender may ask for immediate return of the loan and the respective interest. Article 874. Lenders Responsibility for the Flaws in the Asset The lender shall be liable for any flaws in the lent asset in compliance with the rules stipulated for the lenders responsibility.
CHAPTER VIII. Rent Article 875. Definition of Rent According to a rent contract, the renter shall be obliged to convey an individually determined asset to the tenant in his/her temporary use or temporary use and possession, while the tenant shall be obliged to pay rent. Article 876. Form of the Rent Contract (1) The contract on rent of real estate shall be done in written form. (2) A contract on rent of a real estate for a term exceeding three years shall be recorded in the real estate register. Violation of this rule shall make the contract non-demurrable to the third parties. Article 877. Maximum Term of the Rent Contract A rent contract shall not be concluded for a term over 99 years. Article 878. Features of the Rented Asset (1) The asset conveyed by the renter to the tenant shall be in good condition, in compliance with the aim specified in the contract; the renter shall maintain good condition of the asset during the term of the rent. (2) The asset conveyed by the renter shall be free of any material or legal flaws. (3) An asset is considered free of any material flaws when it corresponds to the specified features. If no such features have been specified, the asset is considered free of any material flaws if it can be used in the aims specified in the contract, or, should such aims be not specified, in the aims usual for such assets. (4) An asset shall be considered free of any legal flaws if no third party can exercise rights over this asset during the term of the assets rent. (5) Before using his/her rights over the asset, the tenant shall inform the renter about any flaws revealed in the asset. Article 879. Reduction of Rental Due to a Flaw in the Asset (1) If the asset is affected by a flaw, the tenant shall be exempted of paying a portion of the fixed rental, proportional to the reduced use of the asset. The right to pay a smaller rent shall be discontinued as soon as the flaw is removed. An insignificant flaw shall not be taken into account. (2) In case of renting a dwelling, conventions that depart from the paragraph (1) of the present article to disadvantage of the tenant shall not be enforced. Article 880. Refund for a Prejudice Caused through Flawed Assets (1) If there is a flaw that limits use of the asset at the moment the contract is set up, or if a flaw appears later due to renters fault, or if the renter is late in meeting his duty to remove the flaw, the tenant may seek, regardless of his/her own claims of a reduced rent, a refund for the produced prejudice. (2) In case the renter is late in doing it, the tenant may remove the flaw on his/her own, and request a refund for the incurred expenses.
Article 881. Consequences of the Tenants Awareness of the Flaw If at signing the contract the tenant was aware about the flaws in the asset but did not put forward any claims in connection with this fact, he/she shall not benefit the rights foreseen in the paragraph 879 of the present Code. Article 882. Invalidity of Agreement on Exoneration or Limitation of Responsibility Convention according to which the renters responsibility for flaws shall be limited or exonerated shall not be enforced if the renter deliberately conceals the flaw. Article 883. Renters Responsibility for a Third Partys Deed (1) The renter shall refund prejudice caused by abuse of the asset by a third party only in case the third party is a tenant or if the renter allowed him/her use or access the asset. (2) However, if use of the asset becomes limited, the tenant shall keep his/her right to use other available means against the renter. Article 884. Consequences of a Delay or Refuse to Convey the Rented Asset If the renter does not convey the rented asset or refuses to convey it in due time, the tenant shall be entitled to demand fulfillment of this obligation and a refund of the caused prejudice or termination of the contract and a refund for the caused prejudice. Article 885. Prohibition to Change the Form and the Aim of the Asset Neither the renter, nor the tenant shall be entitled to change the aim or the form of the rented asset. Article 886. Method of Rental
(1) Rental may be paid in one whole amount upon expiry of the rent contract. If certain
payment terms are established for rental, it shall be paid upon expiry of these terms. (2) Payment of additional costs shall be compulsory only should there be a respective agreement between the parties. (3) If, by the tenants fault, there arose some impediments in usage of the rented asset, he/she shall not be exonerated of the rental. Article 887. Grounds and Conditions for Change of the Rent (1) The amount of rent shall be changed through a common agreement of the parties. The renter may not demand change of the rent more often than once a year and only should the economic situation make this unadjusted rent unfair. (2) The tenant shall be entitled to seek reduction of the rental should the terms of the contract regarding use of the asset or its condition have essentially worsened due to some circumstances beyond the tenants control. Article 888. The Tenants Duties The tenant shall be obliged to:
(a) use the rented asset according to its aim and in conformity with the provisions of the contract; (b) preserve and ensure integrity of the asset; (c) cover all the current expenditures associated with use of the asset and its maintenance in good condition; (d) make current repair of the rented asset. Article 889. The tenants Duties in Relation to Other Tenants (1) The tenant shall proceed in a manner that does not impede use of the asset by other tenants. The tenant shall be liable to the renter and other tenants to cover any prejudice that may arise from his/her failure to meet this duty, whether it is his/her own fault or the fault of other persons whom he/she allowed to use or access the asset. (2) The renter may terminate the contract should the duty foreseen in the paragraph (1) of the present article be failed. Article 890. The Tenants Rights in Case His/Her Use of the Rented Asset is Disturbed by Another Tenant (1) The tenant whose use of the rented asset is disturbed by another tenant or persons to whom the latter allowed using or accessing the asset, shall be entitled to obtain, depending on circumstances, a reduction of rental or termination of the contract, if he informs the common renter about such infringements that affect his/her normal use of the asset and if such infringements persist. (2) The tenant, as well, may ask the common renter to refund the prejudice, except such cases when the latter proves that he/she acted prudently and zealously. The renter may claim against the guilty tenant for the caused prejudice. Article 891. The Renters Entitlement to Inspect the Rented Asset The renter shall be entitled to inspect condition of the rented asset, carry out its treatment, and, in case of a real estate, show it to eventual buyers or tenants. Yet the renter shall exercise his/her entitlement in a reasonable manner. Article 892. Refund of the Prejudice Caused to the Renter The tenant shall be liable to refund the prejudice caused to the renter by losses on the rented asset, unless he/she can prove that such loss is not his/her fault or fault of the persons whom he/she allowed to use or access the asset. (1) If the rented asset is a real estate, the tenant shall not be liable for a prejudice caused by a fire, unless it is proven that the fire was caused by the tenants activity or activity of the persons whom he/she allowed to use or access the real estate property. Article 893. Responsibility for Wear and Tear of the Asset The tenant shall not be liable for normal wear and tear of the asset, if it was used in conformity with the aims and provisions of the contract. Article 894. Sub Rent or Cessation of Rent (1) The tenant shall be entitled to convey the rented asset into a sub rent or cease the rent provided the renters consent. To do this, he/she shall inform the renter of his/her intention and
indicate the name and the address of the person whom he/she intends to sub rent the asset or cease the rent. (2) The renter shall not give up on consent to sub rent or cease the rent, if after the rent contract was signed the tenant becomes lawfully interested to convey the asset, integrally or partly, to a third party. This provision shall not be applicable in cases when the third partys entity is an impediment, the rented space becomes overloaded or if due to various other grounded reasons the renter cannot be forced to permit conveyance. (3) If the renter refuses to give his/her consent, he/she shall inform the tenant of the reasons within 15 days, otherwise it shall be understood that the renter gave his/her consent. (4) The renter who gives his/her consent on sub rent or cessation of rent shall not be entitled to ask for anything else except a refund of reasonable expenses that may arise from sub rent or cessation. (5) In case of a sub rent, the tenant shall keep his/her liability to the renter. (6) The term of the sub rent contract shall not exceed the term of the rent contract. (7) Cessation of rent shall exempt the former tenant of his/her previous duties. Should an asset be rented other than a dwelling, the parties may agree upon a different provision. Article 895. Remedy of the Prejudice Caused by the Subtenant (1) If the renter demands remedy of the prejudice from the tenant, the subtenant shall be liable to the renter only up to the amount of rental for sub rent owed to the tenant. The subtenant shall not demur payments made in advance. (2) Payment made by the subtenant, either according to a clause of the sub rent contract communicated to the renter, or in conformity with the local customs, shall not be considered an advance payment. Article 896. Consequences of Subtenants Failed Duties If the subtenants failed duty causes essential prejudice to the renter or other tenants, the renter may ask termination of the sub rent contract. Article 897. Consequences of Renters Failed Duties If the renter fail to meet his/her duties, the subtenant may overtake the rights of the tenant to bind the renter to meet his/her duties. Article 898. Obligation to Do Capital Repair (1) The renter shall be obliged to do capital repairs of the rented asset, unless something else is provided by law or the contract. (2) Capital repairs shall be done within the term established in the contract or when such necessity emerges that cannot be postponed. (3) Renters failure to meet this duty shall entitle the tenant to do capital repairs and offset the incurred expenditures against the rental. Article 899. Obligation to Inform the Renter about the Flaws The tenant who knows about a flaw or a substantial deterioration of the rented asset shall inform the renter as soon as possible, or will have to remedy the prejudice.
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Article 900. Consequences of Change of the Rented Assets Owner If the rented asset, after it has been conveyed to the tenant, is alienated by the renter to a third party, the latter shall replace the renter in all his/her rights and duties arising from the rent. Article 901. Consequences of Expropriation of the Rented Asset (1) Total expropriation of the rented asset shall discontinue rent, commencing from the date when the expropriator is entitled to take possession over the asset. (2) In case of a partial expropriation, the tenant may, depending on the circumstances, obtain a reduction of rental or cessation of rent. Article 902. Death of the Tenant or the Renter The rent shall not discontinue due to the death of either the tenant or the renter, unless the contract has a different provision or, depending on the circumstances, the contract may no longer be executed. Article 903. Termination of the Contract The rent shall be discontinued in the following cases: (a) the term of the contract is expired; (b) the rented asset is destroyed; (c) in other cases foreseen by law or the contract. Article 904. Extending the Term of the Contract (1) If the contractual relations continue by default after the term of the contract expired, the contract shall be considered extended for an undetermined period of time. (2) Upon expiry of the rent contract, the tenant shall have a priority right to set up a new contract if: (a) he/she has met his/her contractual duties; (b) the asset is rented for a new term; (c) he agrees to the new terms of contract established by the renter. (3) A guarantee issued by a third party to insure observance of duties by the tenant shall not extend over the new rent. Article 905. Termination of the Contract (1) Termination of the contract without any specified term may take place upon request from any of the parties at 3 months notice in case of real estate and 1 month in case of mobile assets, unless the contract contains a different stipulation. (2) If a dwelling or any other premises aimed for dwelling is in condition that is a real danger for health of the people, the tenant may terminate the contract without notice. The tenant shall have the same right also if at signing the contract he/she was aware of danger but did not put forward claims in connection with it. (3) Termination of the rent contract shall imply termination of the sub rent contract, unless there is a different stipulation in the rent contract. Article 906. Termination of the Contract on Renters Initiative The renter shall have right to seek termination of the contract if the tenant:
(a) does not use the rented asset in the appropriate aims or in conformity with the provisions of the contract; (b) deliberately or by fault admits deterioration of condition of the asset or creates a real threat of such deterioration; (c) does not pay rental during 3 months after the due term expires, unless the contract contains a different provision; (d) sets up a sub rent contract without the renters consent; (e) in other cases foreseen by law or the contract. Article 907. Termination of the Contract on the Tenants Initiative The tenant shall be entitled to ask termination of the contract in the following cases: (a) when he/she becomes incapable and cannot exploit the rented asset any longer; (b) when he/she has a jail sentence and thus cannot meet his/her contractual duties; (c) in other cases foreseen by law or the contract. Article 908. Return of the Rented Assets (1) Upon termination of contractual relations the tenant shall return the rented asset in the same condition the latter was conveyed to him/her or in condition specified in the contract. (2) Prejudice caused by worsened condition of the asset shall be refunded by the tenant, unless he/she is able to prove his/her innocence. Similarly, the tenant shall be liable for any deterioration caused by his/her family members, subtenant or third parties whom he/she allowed access to the rented asset. (3) The tenant shall be liable for deterioration of the asset in the amount equal to the amount by which the assets value was reduced, unless the contract has a different provision. Article 909. The Fate of Improvements (1) Upon expiry of the term or termination of the contract, the tenant shall be entitled to separate any improvements he/she made to the asset at the renters permission, which can be separated without any detriment to the asset, or ask for a refund of the value of these improvements from the renter, unless law or the contract has a different clause. (2) The tenant shall be entitled to separate improvements made to the asset without the renters permission, if they can be separated without any detriment to the asset and if the renter refuses to refund their cost. If the improvements made without permission of the renter cannot be separated without deteriorating the asset, they will become property of the renter. (3) Upon the renters request, any unauthorized construction shall be demolished by the tenant or at the latters expense. Article 910. Consequences of Failure to Return the Rented Asset in Due Time If upon termination of contractual relations the tenant does not return the rented asset, the renter shall be entitled to ask rental for the entire period of delay. It shall be possible to ask a refund of prejudice in the amount that remains uncovered by the rental.
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CHAPTER IX. Land Lease Article 911. General Provisions on Land Lease (1) A land lease is a contract set up between the owner, usufructuary or any other legal possessor of lands and other agricultural assets, and the lessee, regarding exploitation of these assets during a certain period and for the price agreed upon by the parties. (2) By the parties common agreement, provisions on leasing shall apply also to renting other real estate. (3) Provisions on renting shall be appropriately applied to the lease contract, unless the present chapter contains other provisions. Article 912. Form of the Contract The contract on lease of lands and agricultural assets shall be set up in written form. Article 913. Description of the Leased Asset (1) The lessor and the lessee shall sign, at the beginning of leasing, a document that describes the leased asset and its condition at the time of conveyance. Upon termination of lease the same provisions shall be applied respectively. (2) The document containing the description shall have the date on it and shall be signed by both the parties. Article 914. Details of the Land Lease Contract A contract on lease of a land plot shall stipulate conditions for use of the objects placed on this plot, including agricultural equipment and machines. Article 915. The Term of Land Lease (1) The term of a land lease contract cannot be less than one year. (2) Three months prior to the expiry date of the land lease contract, the lessor shall send an advice to the lessee informing the latter about unwillingness to extend his/her land lease contract. (3) When the land lease term expires and the lessor has not required conveyance of the plot and the lessee continues its exploitation, the lease contract shall be considered as extended for one more year. Article 916. Land Lease Fee (1) The land lease fee shall be paid in kind, in monetary expression, or both, according to the agreement between the parties to the contract, and shall be paid in the time and place established in the contract. (2) The land lease fee in kind shall be established as a determined quantity of products or a percentage of output. Products used for payment of the land lease fee shall be established by the parties subject to particular agricultural activity and respective zone. (3) Term and place of lease payment in kind shall be agreed upon by the parties, with due consideration to the nature of products and their specific way of production.
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Article 917. Reduction of the Land Lease Fee If more than a half of obtained crop on the leased plots perishes due to force majeure circumstances, the lessee may request that his/her land lease fee be reduced respectively. The right to reduction shall exist till collection of the crop. Article 918. The Right to Collateral or Mortgage by the Lessor To guarantee his/her demands arising from the land lease contract, the lessor has right of pledge over the goods brought by the lessee and over the crop of the leased asset. Article 919. Changes in the Category of Land Use The lessee can change destination of the leased plot only by a prior written consent of the owner and by observing the effective legal provisions. Article 920. Contractual Distribution of Risks (1) The parties to the contract may stipulate in the same, as their common consent, cases and extent to which they agree to support prejudice caused by natural calamities. (2) As well, a matter of common agreement, the parties may foresee sharing total or partial loss of the leased assets due to some force majeure circumstances. Article 921. Termination of Land Lease (1) The land lease shall be discontinued as soon as the agreed term expires. (2) Termination of land lease ahead of the established term shall be pursued according to the legislation in force. Article 922. Implications of Terminated Land Lease Contract Should a land lease contract be terminated before the agricultural year is over, the lessor shall be obliged to refund the lessee the value of those crops that, though uncollected, shall be shared later in the year in conditions of a normal management. CHAPTER X. Leasing Article 923. General Provisions on Leasing Contracts (1) A leasing contract foresees that the lessor (financial creditor) shall be obliged to gain a property or produce a mobile asset as specified in the contract and convey it in possession or use during a certain period determined in the contract to the lessee, while the latter shall be obliged to pay, in installments, a certain amount of money (dues). (2) Unless there are other provisions, the right to choose an asset or a seller shall belong to the lessee. (3) By the end of the contract that terminates with full amortization, the property shall be conveyed to the lessee. (4) The lessee may be obliged or entitled, through the leasing contract, to buy or lease the asset upon expiry of the contract, unless the latter terminates due to full amortization of the asset. In all such cases estimate of price or leasing shall comprise the cost of assets amortization.
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Unless there is an opposite provision, the lessee shall have a priority right to purchase or further lease the asset. (5) Provisions on leasing shall not be applied if the assets are to be used in personal, family or domestic purposes. Article 924. Application of Provisions on the Rent Contract Provisions regarding the rent contract shall be correspondingly applicable to the leasing contract as long as the present chapter has no other provisions Article 925. The Form and the Contents of a Leasing Contract (1) A leasing contract shall be concluded in written form. (2) The contract shall contain the following: (a) price of the asset; (b) total amount, number and settling day of installments; (c) final payment and methods applied to its calculation should the contract be terminated ahead of time. Article 926. Preservation of Mobile Nature of the Asset The asset that is object of a leasing contract shall preserve its mobile nature during the term of the contract, even if it is attached to or incorporated in an immobile asset, as long as it does not loose its individuality. Article 927. Notification on the Leasing Contract The lessor shall be obliged to inform the seller on the leasing contract already concluded or to be concluded. Article 928. Sellers Obligation to the Lessee (1) The seller of the asset shall have direct duty to the lessee for legal or conventional guarantees inherent to a sale contract. However, the seller shall not be liable to both the lessor and the lessee for the same prejudice. (2) Provisions of the paragraph (1) of the present article do not invest the lessee with the right to terminate or amend the sale contract without the lessors consent. (3) Unless the contract foresees something else, the lessor shall not be liable for any fail of duties by the seller, except if it was the lessor who selected this seller. Article 929. Delegation of Risks and Costs to the Lessee (1) The lessee shall assume, as soon as he enters in possession, all the risks for deterioration of the asset, including force majeure circumstances. (2) The lessee shall support all the expenses required to maintain and repair the asset. (3) If so stipulated in the contract, the parties may avoid provisions of the paragraphs (1) and (2) of the present article. Article 930. Responsibility of the Lessor and the Lessee Both the lessor and the lessee shall bear responsibility for their own obligations assumed according to the leasing contract and legislation in force.
Article 931. Rights Arising from the Contract (1) The lessor may transfer or otherwise dispose of his/her rights over the asset or the ones arising from the leasing contract. Such transfer or other disposal of his/her rights shall not exempt the lessor of his duties arising from the contract and shall not change the nature or legal status of the contract. The lessee may transfer his/her right to use the asset or his/her other rights arising from the contract only upon the lessors consent and when rights of all third parties are observed. CHAPTER XI. Entrepreneurship and Offer of Services Section 1. General provisions Article 932. Freedom to Select the Way to Deliver Services and Perform Works Entrepreneur or service provider shall be free in selecting his/her way to deliver services or perform works and there is no subordinate relation between him/her and beneficiary of services. Article 933. Remuneration (1) Remuneration shall be considered as set by default, if subject to circumstances, such works or services are carried out only in exchange for certain remuneration. (2) If the amount of remuneration is not established, it shall be considered that it has been agreed, if there are some rates, upon remuneration in conformity with the known rates, and should there be no rates, upon an ordinary remuneration. Article 934. An Estimate (1) If upon setting up the contract, the price for works or services was evaluated, the entrepreneur or service provider shall justify an increase in remuneration. (2) The beneficiary shall not be obliged to pay such increase unless it arises from works or services or expenses, which the entrepreneur or service provider could not foresee at the time the contract was set up. Article 935. Entrepreneurs or Service Providers Report In case remuneration is established in function of value of works, services or delivered goods, the entrepreneur or service provider shall be obliged to issue a progress report, upon the beneficiarys request, on the already performed works, delivered services or incurred expenses. Article 936. Contractual Price (1) In case there is a price of a work or a service fixed in the contract, the customer shall be obliged to pay the agreed remuneration and cannot claim any reduction in remuneration on the pretext that the work or service demanded in fact less work or fewer expenses than envisaged. (2) Similarly, the entrepreneur or service provider cannot demand any increase in remuneration due to opposite reasons.
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(3) The contractual price shall remain the same even if amendments have been done to the initial terms and conditions, unless the parties agree otherwise. Article 937. Personal Service (1) The entrepreneur or service provider shall offer a service personally only if it arises from the contract, circumstances or nature of service. (2) The entrepreneur shall be liable to monitor and bear responsibility in any case. Article 938. Obligation to Inform the Beneficiary The entrepreneur or service provider shall be liable, before concluding the contract, to provide the beneficiary with any kind of information relating to the nature of work or service to the greatest extent possible, as well as any information relating to the assets and terms required to perform the work or service. Article 939. Supply of Assets by the Entrepreneur or Service Provider (1) The entrepreneur or service provider shall supply all the assets required to execute the contract, except such cases when there is a different provision. (2) The assets shall be of good quality to perform works or provide services. The entrepreneur or service provider shall provide the same guarantees for the assets as the seller does. (3) It is a sale contract and not an entrepreneurship or service contract in case of works or services that are secondary to the value of assets supplied by the entrepreneur or service provider. Article 940. Use of Beneficiarys Assets (1) In case the assets are supplied by the beneficiary, the entrepreneur or service provider shall use them carefully and shall keep a log of their use. (2) In case the assets are apparently inappropriate for use in conformity with the fixed aims or are affected by an obvious or a hidden flaw that becomes known, the entrepreneur or service provider shall immediately inform the beneficiary, or otherwise the former shall be liable for an eventual prejudice that may arise from use of the asset. (3) The entrepreneur or service provider shall report to the beneficiary about the way the supplied assets are being used and shall return him/her the balance of these assets. Article 941. A Risk of Unexpected Destruction of the Assets If the assets required to execute the contract are unexpectedly destroyed, their loss shall be supported by whoever supplied them, unless the contract contains a different provision. Article 942. The Entrepreneurs or Service Providers Rights in Case the Offered Service is not Accepted (1) The entrepreneur or service provider may seek a corresponding refund without any obligation of further service, if the beneficiary does not accept the work or the service. The beneficiary shall pay compensations also when he/she does not undertake measures required to produce a work or a service.
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(2) The amount of compensation shall be determined depending on the term of delay and the amount of remuneration, deducting whatever the entrepreneur or service provider saves due to a delay or refuse or has managed to gain from other use of his/her labor. Article 943. Termination of the Contract by the Beneficiary The beneficiary can terminate the contract at any time before the work or the service is completed, but he/she shall pay the entrepreneur or service provider remuneration for the offered services and compensate a prejudice caused by termination. Article 944. Termination of the Contract by the Entrepreneur or Service Provider (1) Should there be no grounded motivation for termination, the entrepreneur or service provider may terminate the contract only by ensuring that the beneficiary otherwise receive the agreed work or service. If there is a grounded reason, the obligation to refund shall be excluded. (2) The entrepreneur or service provider shall return the received advance payment should he/she terminate the contract. (3) If the entrepreneur or service provider terminates the contract, he/she may ask a proportional amount of remuneration for already offered services, provided that the beneficiary is interested in these services. Article 945. Death of the Beneficiary Death of the beneficiary shall not imply discontinuation of the contract, except the case when its execution becomes impossible or useless. Article 946. Death or Incapacity of the Entrepreneur or Service Provider The death or incapacity of the entrepreneur or service provider shall not imply discontinuation of the contract except the case when it was signed owing to his/her personal characteristics or when it cannot be carried on appropriately by a successor; in the last case the beneficiary shall be entitled to terminate the contract. SECTION 2. Entrepreneurship Article 947. Definition of Entrepreneurship Contract (1) According the entrepreneurship contract the entrepreneur shall commit to carry out a certain work as per the contract at his/her own risk, while the customer shall commit to receive the ready work and pay the agreed price for it. (2) Subject of the entrepreneurship contract may be both manufacturing or transformation of an asset, and other outputs derived from offered services. Article 948. Transfer of Property Right If the entrepreneur carries out a work using his/her own inputs, he/she shall transfer the property right over the asset to the customer. Article 949. Guarantee against Flaws
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(1) The entrepreneur shall convey the customer a work that is free of any material or legal flaws. (2) The work is free of any material flaws if it has the necessary qualities. If no provision is made as to its qualities, a work shall be considered free of any material flaws if it is appropriate for use according to the contract or if one cannot judge of any such use, if it is appropriate for a common use. (3) Close to a material flaw is the situation when the entrepreneur produces a work different of the ordered one, or if he/she produces a work that is smaller by size or dimension than the contractual one, if with delivery of such service, in certain circumstances, the contract can be still regarded as implemented. (4) A work is free of legal flaws if no third party can claim against the customer. Article 950. Considerable Excess of the Estimate (1) In case a considerable excess over the estimate is necessary, the entrepreneur shall immediately inform the customer of the fact. Fail of this duty gives the customer the right to terminate contract and claim prejudice or ask exemption of his/her duty to pay for any excess of the agreed estimate. (2) If this considerable excess of the estimate was unforeseeable at setting up the contract, the entrepreneur shall have right only to additional expenditures, while the customer shall be entitled to either accept this excess or ask termination of the contract. Article 951. Informational Duties of the Entrepreneur (1) (a) (b) (c) work; (d) there are other circumstances that do not depend on the entrepreneur and that threaten reliability and utility of the work. (2) Should the entrepreneur fail to observe the obligation stipulated in the paragraph (1) of the present article, the customer shall have right to be refunded was the caused prejudice. Article 952. The Entrepreneurs Right to Terminate the Contract If the customer, in due time and manner informed by the entrepreneur, does not replace useless or poor material within the agreed term, does not change his/her instructions concerning the way the work shall be executed, or does not address other circumstances that threat reliability or utility of the work, the entrepreneur shall be entitled to terminate contract and be refunded for the caused prejudice. Article 953. Entrepreneurs Right to Pledge (Retention) The entrepreneur shall have right of pledge (or retention) over the mobile asset produced or improved by him/her, if while producing or improving it the asset was conveyed into his/her possession. This provision shall not be applicable if the entrepreneur was aware, when taking over the asset, that the owner was against of its production or improvement. Article 954. Mortgage of a Construction Site The entrepreneur shall inform the customer about: material delivered by the customer cannot be used or is of poor quality; flaws in material will cause flaws in the final product; observance of customers instructions places in danger reliability or utility of the
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If subject of the contract is a construction site or parts of a construction site, the entrepreneur shall be entitled to ask mortgage of the customers construction site in order to guarantee the formers rights emerging from the entrepreneurship contract. Article 955. Term of the Contract (1) Parties to the contract can agree upon a general term, or, as a case may be, upon the date the works must commence, terms by which some parts of works shall be completed and the term the work must be finished. (2) The term shall be changed only by common agreement of the parties. (3) If parties so agree, works may be completed in shorter term or immediately, in presence of the customer. Article 956. Implications of Failure to Finish the Work (1) If the work cannot be finished due to some reasons beyond the parties control, the entrepreneur shall not be entitled to any remuneration. (2) The entrepreneur shall be entitled to receive a remuneration if the work cannot be finished due to the flawed material provided by the customer or due to the latters instructions, provided that the entrepreneur has met his/her informational duties. Article 957. Risk of Unexpected Deterioration of the Subject of the Contract (1) The risk to unexpectedly destroy, loose or deteriorate the subject of the contract before its conveyance shall be supported by the entrepreneur. The same risk shall be supported by the customer as soon as the work is handed over to the latter. (2) Should the customer delay taking over the work, the risk shall be assumed by him/her from the date he/she committed a delay. Article 958. Taking Over (1) After the work is completed, the customer shall be obliged to take over the completed work in the manner, place and time established by law or the contract. (2) Taking over the work is a statement by which the customer accepts it, with or without reservations. (3) Similar to a taking over is a situation when the customer does not take over the finished work within a term established by the entrepreneur. Article 959. Documentation of a Taking Over (1) Any revealed flaws or deviations shall be stated in a report of taking over-handing over signed by the parties or arranged unilaterally, which establishes the manner, terms and conditions to remove the revealed flaws and deviations. (2) The flaws and deviations shall be removed at the entrepreneurs expense. (3) The customer who took over the work without any reservation shall retain his/her rights to claim against the entrepreneur should there be revealed some hidden flaws. Article 960. Claims Claims relating to some hidden flaws or deviations from the contractual conditions that could not be revealed at taking over the work shall be immediately declared to the entrepreneur as soon as they are revealed.
Article 961. Remedy of the Flaws (1) If the work has flaws, the customer may demand their remedy. The entrepreneur may, at his/her own choice, either remedy flaws or produce a new work. (2) The entrepreneur shall bear the required costs to produce remedy, specifically transportation, travel, labor costs and the cost of materials. (3) The entrepreneur may give up on remedy if it is possible only by incurring large costs. Article 962. Entrepreneurs Right to a New Work If the entrepreneur engages in a new work, he/she may ask the customer refund the cost of the flawed work, according to provisions on termination of the contract. Article 963. Customers Right to Remedy of the Flaw (1) Should the term for remedy established by him/her expire without any result, the customer may remedy the flaw him/herself and ask for the incurred expenses to be refunded, provided that the entrepreneur does not reject remedy because of large expenses. (2) The Article 709 of the present Code shall be applied accordingly. No term is necessary also if the remedy failed. (3) The customer may ask an advance payment from the entrepreneur to cover the costs needed to remedy the flaw. Article 964. Termination of Contract due to Flaws (1) The customer may terminate the contract in conformity with the article 709 of the present Code for a flaw in the work. (2) Besides cases foreseen in the paragraph (2) of the article 709 of the present Code, establishing a term is not necessary even when the remedy failed. (3) The entrepreneur shall pay the customer for the caused prejudice. Article 965. A Decrease in the Value of the Work The customer who has not asked to remedy the flaw within the respective term established for this purpose by the entrepreneur nor has he/she terminated the contract, shall be only entitled to decrease remuneration by an appropriate amount corresponding to a decrease in value of the work due to the flaw. Article 966. Consequences of a Deceit If the flaws were deliberately hidden, the entrepreneur cannot invoke a convention by which the rights of the customer regarding the flaws are cancelled or restricted. Article 967. Remuneration in Conformity with the Entrepreneurship Contract (1) After the work has been taken over, the customer shall be obliged to pay the agreed remuneration, unless legislation or the contract foresee payment in installments or other kind of payment.
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(2) The customer shall be entitled to keep part of the due remuneration in the amount sufficient to cover his/her reservations stated at taking over the work, relating to any flaws in the work, until all due repairs or improvements have been made. (3) The customer cannot exercise his/her right stipulated in the paragraph (2) of the present article if the entrepreneur provides sufficient guarantees of meeting his/her duties. Article 968. Entrepreneurs Savings (1) The cost of the work reduced by the entrepreneur compared to the one stipulated in the contract, without any decrease in quality or volume of the work, shall not exempt the customer of paying the established remuneration. (2) The parties may agree to a different way to share the savings obtained due to reduced cost of the work. Article 969. Limitations in the Entrepreneurship Contract (1) The term of limitation shall be of one year commencing from the date the work was taken over. (2) An action relating to constructions may be brought within a five years term. (3) If the contract envisages that the work be taken over part by part, the limitation term shall commence on the date when the work was taken over in its entirety. Article 970. Guarantee Term If legislation or the contract foresees a guarantee term, a complaint may be submitted within this term. The limitation term shall commence on the moment the complaint is sent, and if a complaint was not sent, the limitation term shall start from expiry date of the guarantee term. SECTION 3. Offer of Services Article 971. Definition A contract on offer of services envisages that the service provider shall offer agreed services and the beneficiary shall pay a due remuneration for them. Subject of the contract are services of all kinds. (1) Labor contracts shall be regulated by labor legislation. Article 972. Terms of Payment (1) Payment for services shall be done after the services are offered. (2) If the payment for services is estimated for certain time periods, then remuneration shall be done upon the end of each such time period. Article 973. Delays in Accepting the Services If the beneficiary is late in receiving (accepting) the services, the service provider shall be entitled to demand a certain payment for services that could not be offered due to such delay, and shall not be obliged to provide services for this payment. However, he/she shall have to admit that the amount of payment shall be deducted equally by the amount of savings he/she made owing to the non-provided services, or by the amount of income received for the services
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provided to third parties in the same period of time, or by the amount of services he/she does not provide deliberately out of bad will. Article 974. Ensuring Due Environment for Offer of Services (1) The beneficiary if so accountable, shall arrange and maintain premises, equipment or devices that he/she must purchase for the services to be offered, and shall thus regulate services to be offered under his/her leadership and in conformity with his/her instructions that the service provider be protected against life and health threats to the extent allowed by the nature of service. (2) Beneficiarys duties arising from the paragraph (1) of the present article shall not be cancelled or limited by a prior contract. Article 975. Termination of Contractual Relations (1) The contractual relations shall discontinue upon expiry of the time period for which they were established. (2) If no agreement has been made as to continuation of contractual relations, or no such term can be derived from the nature or aim of services, then any of the parties may terminate the contract. Article 976. Terms of Contract Termination The relations pertaining to the contract may be terminated: a) if payment is made day by day daily, starting with the end of the following day; b) if payment is made week by week on the first working day of a week at latest, starting with the following Saturday evening; c) if payment is made month by month on the 15th of the month at latest, starting with the end of calendar month; d) if payment is made quarter by quarter or longer periods of time in observance of a six weeks notice for termination, starting with the end of a calendar quarter; e) if payment is not made on time basis at any time. If relations associated with offered services occupy all the service providers time, there must be a two weeks notice. Article 977. Long-term Contracts If the contract is set up for periods longer than five years, the service provider shall be entitled to terminate the contract in five years at six months notice. Article 978. Extension of the Contract by Default If relations between the parties continue after the term of the contract expired, with the other party aware of the fact, the contract shall be considered extended for an unlimited term, provided that the other party does not immediately reject such extension. Article 979. Motivated Termination (1) If after the contractual relations have been enforced the contract is terminated on grounded reasons in conformity with the article 748 of the present Code, the service provider shall be entitled to request part of the remuneration for the services offered before the termination.
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(2) If the service provider terminates the contract due to some reasons that are not connected with the beneficiarys failure to meet the terms of the contract, or if the beneficiary terminates the contract because the service provider does not meet provisions of the contract, then the service provider shall have no right to remuneration, as long as his/her services so far offered do not present any interest for the other party due to the termination. If an advance payment was made, the service provider shall be obliged to refund this amount in conformity with the article 739 of the present Code or, should the termination take place due to some reasons beyond the service providers control, in conformity with the rules concerning unfair enrichment. (3) Should the termination take place due to an infringement of contractual terms by the other party, then the same shall be obliged to support any costs to refund the prejudice caused by termination of the contract. Article 980. Certificate of Labor Invested by the Service Provider In case of long-term relations, the service provider may ask the other party to issue a written certificate of the formers activity and work period.
CHAPTER XII. Shipment Section 1. General Provisions Article 981. Definition of a Shipment Contract (1) According to a shipment contract, the shipper shall be obliged to transport cargo or passengers to the place of destination, for a corresponding remuneration. (2) A free shipment of a person or an commodity, except cases of entrepreneurship when a person offers public transportation services, does not fall under the rules stipulated in this chapter, and the shipper shall only have one obligation that of prudence and diligence. Article 982. Obligation to Set Up a Shipment Contract An entity that announces in public his/her cargo and passenger transportation services shall sign a shipment contract, except the cases when there is a serious ground not to do so. Article 983. Successive and Combined Shipment (1) Successive shipment is a shipment that is done by a number of shippers who follow each other in using the same conveyance. (2) Combined is a shipment in which the shippers follow each other using different conveyances. Article 984. Replacement of the Shipper (1) If the shipper totally or partly delegates his/her duties, the person to replace him/her shall be considered party to the shipment contract. (2) Payment made by the customer to one of the shippers shall be liberate.
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Article 985. The Term of Shipment of a Cargo or a Passenger (1) The shipper shall transport a cargo or a passenger and luggage within the terms specified in law or the contract, and in absence of such fixed terms, in a reasonable term. (2) Shipment must be done by the shortest and most reasonable route. Article 986. Shipment Fee (1) To ship a cargo or passengers and the luggage, an appropriate shipment fee shall be paid upon mutual agreement of the parties, unless there is a different legal provision. (2) The shipment fee shall be paid before the cargo or passengers and the luggage are shipped, unless otherwise provided in law or the contract. (3) The shipper shall be entitled to arrest the cargo and luggage until the shipment fee is paid. Section 2. Passenger Transportation Article 987. Ticket (Travel Entitlement) (1) A passenger transportation contract shall be confirmed (documented) by a ticket (travel entitlement). (2) The ticket (travel entitlement) may be either transmittable or non-transmittable. Possibility of transmittance shall be discontinued at the beginning of travel at latest. Article 988. Extent of Duty (1) Passenger transportation includes boarding, transportation and landing. (2) The shipper shall be responsible to deliver the passenger to his/her destination place in safety. Article 989. Shippers Responsibility (1) The shipper shall be liable to refund the prejudice caused to a passenger, except cases when such prejudice results from a force majeure circumstance, passengers health or deed. The shipper shall be liable to refund a prejudice also if it is due to his/her own state of health or health of his/her staff, or to condition of the vehicle. (2) Shippers responsibility for prejudice resulting from a delay shall be excluded, unless something else has been explicitly agreed upon, or if it was not the shippers deliberate act or heavy fault. (2) The shippers responsibility cannot be excluded or limited by a contract. (3) Limits to the size of compensations in public passenger transportation shall be approved by the Government. Article 990. Shippers Responsibility for the Luggage (1) The shipper shall be responsible for loss, destruction or deterioration of luggage entrusted to him/her by the passenger, except such cases when an act of force majeure can be proven, proper flaw of the asset or passengers own fault. (2) Still, he/she shall not be responsible for loss of documents, money and other assets of value, except such cases when the nature or value of the asset was declared to him/her and he/she still agreed to transport them. Moreover, he/she shall not be responsible for lost hand luggage under passengers own control, except such cases when the latter can prove the shippers fault.
Article 991. The Shippers Responsibility in Case of Successive or Combined Transportation In case of a successive or combined passenger transportation, the liability shall lie with the shipper during whose duty a prejudice was caused, except such cases when one of the shippers has assumed overall responsibility for the entire route in an explicit statement. Article 992. Passengers Responsibility The passenger shall be liable for prejudices caused to the shipper by the formers behavior or by condition of his/her luggage, except such cases when a prejudice was caused regardless of the passengers diligent behavior. Article 993. Termination (1) The passenger may terminate the contract at any time, provided that it does not lead to any delays. He/she shall compensate the shipper for any prejudice caused by termination of the contract. (2) If some previously unknown circumstances connected with the shippers activity become known to the passenger, who, if he/she was aware of them at the time, would not have signed the transportation contract, he/she shall be entitled to terminate the contract. (3) The passenger shall be entitled to terminate the contract also if some delays are to be expected compared to the agreed timings. In such cases no refund shall be applicable. SECTION 3. Shipment of Goods Article 994. Shipment by Several Conveyances In case the vehicle carrying goods to be transported makes part of the road by sea, railway, river or channel or by air without unloading or transshipping the goods, provisions of this paragraph shall apply to the whole transportation. Article 995. The Form of the Contract of Transportation Services (1) A contract of transportation services shall be stated in a bill of lading. (2) Any lack, loss or damage caused to the bill of lading shall not affect validity of the contract of transportation. Article 996. Rules Applicable to a Bill of Lading (1) A bill of lading shall be prepared by customer, unless the parties agree otherwise. (2) The bill of lading shall have three original copies to be signed by both the customer and the carrier. The first copy shall remain with the customer, the second one shall accompany the cargo, and the third one shall be rendered to the shipper. (3) Should the cargo be loaded on several vehicles, or should there be cargoes of various types or should they be distributed from different locations, both the customer and the shipper may demand that a number of bills of lading be prepared, as many as the number of vehicles or categories of cargoes, or the number of locations from where these cargoes shall be shipped.
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Article 997. Shippers Duties at Receiving a Cargo (1) When receiving a cargo, the shipper shall check: (a) that the information indicated in the bill of lading on the quantity of items, labels and signs and their number is correct; (b) external features of the cargo and the package. (2) Should the shipper have no corresponding facilities to check the data as indicated under the letter (a) in paragraph 1 of the present article, he/she shall indicate his motivated reservations in the bill of lading. As well, he/she shall motivate his/her reservations regarding the external condition or package of the cargo. These reservations shall not be binding for the customer unless he/she recognizes them explicitly in the bill of lading. (3) The customer may ask the shipper to check gross weight or other units of quantity of the cargo. He/she may request the shipper to inspect the contents of items as well. The shipper shall be entitled to be reimbursed his/her expenses associated with such inspection. The result of inspection shall be recorded in the bill of lading. Article 998. Customers Responsibility for Packing The customer shall be liable to the shipper for any damage caused by undue packing of the cargo to the shippers staff, contents or transport facilities or other cargoes, as well as for all expenses caused by improper packing, should these deficiencies be not evident and unknown to the shipper at receipt of the cargo, and the shipper had no reservations noted. Article 999. Annexes to the Bill of Lading (1) The customer shall enclose to the bill of lading all the documents required for customs clearance or other similar necessities, prior to the shipment, or shall render these documents at the shippers disposal and give the latter all the necessary instructions. (2) The shipper shall not be obliged to check whether these documents or instructions are appropriate and sufficient. The customer shall be liable to the shipper for any damage caused by errors or incomplete or false documents or instructions, unless the fault is partly due to the shipper. (3) The shipper shall be liable for loss or inappropriate use of the documents annexed to the bill of lading or handed over to him/her. He shall not reimburse, however, more than the value of the lost cargo. Article 1000. Implications of the Signed Bill of Lading (1) A Bill of Lading signed by the shipper is an evidence of signed contract of transportation and its contents and of receipt of the cargo by the shipper, unless a counter fact is revealed. If the bill of lading contains no motivated reservations of the shipper, it shall be presumed that, unless a counter fact is revealed, the cargo and its packing were in a good state at the time of their receipt, and the number of items and labels and numbers on them corresponded to the data in the bill of lading. Article 1001. Clients rights to dispose a freight (1) The client has the right to dispose a carried freight. He may, in fact, ask the carrier not to convey the freight further, to change the place of freight delivery or to deliver the freight to a different recipient from the one stipulated in the bill of lading.
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(2) This right ceases at the moment when the second copy of the bill of lading has been submitted to the recipient or when the latter enforces the right stipulated in paragraph (1) of article 2002 of the present Code. From this moment the carrier has to comply with the recipients indications. (3) The dispose right is valid for the recipient from the moment the bill of lading is made out in the case when the client included a special statement in the bill of lading. (4) If the recipient, enforcing the dispose right has disposed the freight delivery to a third party, the latter has no right to nominate another recipient. (5) The dispose right can be exercised in compliance with the following rules: (a) the client or the recipient mentioned in paragraph (3) of the present article in order to exercise his dispose right has to submit the first copy of the bill of lading where the new indications briefed to the carrier are to be stipulated and he also has to cover the damage and the expenses that appeared at the carrier account while fulfilling these indications; (b) the indications fulfillment has to be possible at the moment when they reach the person who has to fulfill them and shouldnt interfere with the current activity of the carrier and shouldnt cause damage to their clients or recipients; (c) the indications should not lead to a transportation fragmentation; (6) If the carrier can not fulfill the given indications in the base of point (C) of paragraph (5) of the present article, he has to inform the person who gave the indications immediately. (7) The carrier who doesnt fulfill the indications that have been given to him within the provisions of the present article or who fulfills such type of indications with out asking for the first copy of the bill of lading, is responsible for the damage caused by this action before the one justified /entitled. Article 1002. The rights of the recipient when receiving the freight (1) After the freight has reached the delivery place the recipient has the right to ask the carrier for the transmission, on a receiving receipt, of the second copy of the bill of lading and for the freight delivery. If a lost freight had been noticed or the freight was not been carried in the agreed time in article 1010 of the present Code the recipient can claim, on own behalf, his rights enforced by the freight contract. (2) The recipient, who enforces the rights stipulated by paragraph (1) of the present article, has to pay the entire sum that is stated in the bill of lading. In case of disputes over this the carrier is obliged to deliver the freight only if the recipient provides guarantees. Article 1003. Contract Impracticability (1) If before or after the freight has reached the notified delivery place and the further execution of the Contract in the conditions of the bill of lading becomes impossible, the carrier has to ask for indications the one entitled to dispose the freight as stipulated in article 689 of the present Code. (2) If the circumstances still allow the carriage of the freight in conditions different from the ones stipulated in the bill of lading and the carrier can not receive indications in the corresponding time from the one enforced, he has to undertake the measures that seem to the highest extend to correspond to the interest of the one enforced to dispose. Article 1004. Circumstances that prevent the freight conveyance (1) If the recipient refuses to (over) take the freight the carrier has the right to dispose the freight without having to submit the first copy of the bill of lading.
(2) The recipient can ask for the freight delivering even in the case when he refuses to take the freight, as long as the carrier has not been given a contrary indication of the client or hasn't disposed the freight. (3) If a delivery impediment appears after the recipient has given his indications based on the provision of paragraph (3) of article 1001 of the present Code, that the freight should be delivered to a third party, then applying paragraph (1) an (2) of the present article, the recipient takes the place of the client and the third party becomes recipient. Article 1005. The right of the carrier to be recovered the expenses caused by the clients indications fulfillment (1) The expenses caused by the fulfillment of the clients instructions have to be recovered to the carrier, if according to the contract or law he is not obliged to cover them. (2) In the cases stipulated in paragraph (1) article 103 and in Article 1004 of the present Code, the carrier can unload the freight immediately at the expense of the one who has the right to dispose. After the unloading of the freight its transportation is considered completed. The carrier has to keep the freight for the person who is entitled to dispose. He can still entrust a third party with it and is responsible in this case only for the diligence of the third party. The freight remains entailed with the same conditions that are stipulated in the bill of lading and with all other expenses. (3) The carrier can sell the freight without waiting for the indications from the one who is enforced in the case when it contains perishable goods or if the freight is in a situation that justifies such an action, or in the case when the storage costs are in disproportion with the freight values. He can organize the sale in other cases as well, if within a certain period of time he doesnt receive contrary indications from the one enforced, the execution of which can be claimed based on the equity rules. (4) If the freight is sold in compliance with the provisions of this article the obtained price will be submitted to the one enforced to dispose the freight withdrawing the costs that the freight was entailed with. If these costs are bigger then the obtained price the carrier can claim the difference. (5) The way of selling is identified in compliance with the laws and traditions of the place where the freight is. Article 1006. The right of freight lien The carrier has the right of freight lien as long as he can dispose the freight, for all the costs stipulated in the forwarding contract. Article 1007. Background for the carriers liability The carrier is liable for total or partial loss or for the damage of the freight as long as the loss or damage has taken place between the moment of freight undertaking and delivery, as well as for the delay of the delivery term. The carrier has to recover other damages if caused by bad or non-performance of contract provisions. The limits of loss compensation claims can be stipulated in the contract. (1) If the freight was carried/transported to the place of destination later then the carrier is liable in the value of 100% transport fee and is obliged to recover the loss. (2) The carrier is not then liable and can not limit his liabilities under the conditions and provisions of the law.
Article 1008. Exemption from liability (1) The carrier is exempt of liabilities in case that he can demonstrate that the loss deterioration or damage of the freight as well as its late forwarding was determined by: (a) The fault of the one entitled to dispose; (b) The indications of the one entitled to dispose, if not provoked by the carrier; (c) A vice of the freight; (d) Circumstances, the appearance and consequences of which, the carrier could not avoid or prevent; (e) Freight natural perishability; (2) The carrier is not exempted of liability/responsibility in case of faults or defects of transportation means hired or in case of the fault of the locator or its staff involved in the process of transporting the freight or the passengers; (3) According to provisions of paragraphs (2)-(5) of the article 1009 of the present code the carrier is exempt of liabilities if the loss, deterioration or damage of the freight is caused by one or more of the following circumstances: (a) use of open vehicles, without a tarpaulin, if this has been expressively agreed and stipulated in the bill of lading; (b) lack of or use of faulty packing; (c) freight handling or arrangement has been performed by the client, the recipient, or the third party (party) acting in the name of the client or the recipient; (d) the damages are result of natural characteristics of certain freights, in the result of which the latter are exposed to total or partial damage or deterioration especially through breaking, corrosion, internal alteration, drying, spilling, normal loss of mass or volume, or attack of insects and rodents. (e) The freight that was to be carried was not sufficiently or fully marked or numbered; (f) Livestock transportation. (4) In the case when, in compliance with present article, the damage has been caused partially by circumstances that the carrier is not liable for and partially by circumstances imputable to him, the carrier will be liable only for the losses caused by the circumstances of the second category. Article 1009. Proof Task (1) The carrier is in charge to proof the fact that the loss, deterioration or delay of delivery term is determined by the circumstances mentioned in paragraph (1) of article 1008 of the present Code. (2) If the carrier proves that because of circumstances the loss or deterioration could have been produced because of one or more dangers mentioned in paragraph (3) of article 1008 of the present Code it is presumed that the damage has been produced in such a way. But the one entitled to dispose the freight may prove that the damage hasnt been produced or hasnt exclusively been produced by this dangerous circumstances. (3) The presumption stipulated in paragraph (2) of the present article doesnt operate in cases stipulated by point A of paragraph (3) of article 1008 of the present Code, for urgent dispatch or for loss of whole parcels. (4) In case of transportation with a special vehicle with protective facilities against warm, cold, change of temperature or against humidity, the carrier can claim the provisions of paragraph (3) of article 1008 of the present Code only in the case he can prove that he has undertaken all measures on his side to choose, maintain and use these special facilities and that he has followed the special indications that had been given to him on this point.
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(5) The carrier can claim the provisions of point (d) of paragraph (3) of article 1008 of the present Code only in the case when he can prove that he has taken all the measures that should be taken and that he had followed the special indications that had been given to him. Article 1010. Delay of Freight delivery term The delivery term is considered to be delayed when the freight hasnt been delivered in the agreed term (period) or in case when not term was agreed, but when the effective duration of transportation, taking into consideration the circumstances, is bigger than a reasonable duration that can be considered for a diligent carrier. Article 1011. Freight loss presumption (1) The one enforced to dispose may consider lost, without any other proofs, the freight that hasnt been delivered (to him) within thirty days of the delivery term or in the case when such a term was not agreed, within sixty days from the moment when the freight was conveyed. (2) The one entitled to dispose can claim in written form, when receiving the compensation for the lost freight, to be notified immediately if the freight has been found within a year period from the compensation payment. This claim has to be confirmed by the liable person. (3) The one entitled to dispose can claim, within thirty days when receiving such a notification, the freight to be delivered against the claims of the bill of lading, of reimbursing the compensation received, retaining in case of necessity the casual expenses of damage recovery. The claims of compensations on delivery term delay provided by article 1003 and article 1016 of the present Code remain non-enforced. (4) If the claim stipulated in paragraph (2) of the present article hasnt been submitted or no indication has been given within the mentioned term in paragraph (3) of the present article or if the freight had been found in a longer term than one year of compensation reimbursement, the carrier can dispose the freight in conformity with the laws of the place where the freight is identified. Article 1012. Freight delivery without reimbursement If the carrier delivers the freight to the recipient without overtaking the reimbursement, which he had to take under the contract, then he under the right of recourse to the recipient has to compensate the client at the level of reimbursement. Article 1013. Laws on dispatching dangerous freights (1) The client has to precisely inform the carrier about dangerous freights, he has to explain the exact nature of the danger and to indicate the necessary security measures. If this type of communication (information) is not stipulated in the bill of lading the client or the recipient has to prove, in another way, that the carrier was aware of the exact dangers caused by the freight transportation. (2) In the case when the carrier was not aware of the danger of the freight as stipulated in paragraph (1) of the present article he can any time and anywhere unload, destroy or make inoffensive the dangerous freight without keeping any obligations of compensation. The client is even responsible for all the expenses and damages caused by overtaking, unloading and destroying of this freight. Article 1014. Freight value identification and damage reimbursement
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(1) If under the provisions of the present chapter the carrier has to reimburse partial or full loss of the freight, the penalty will be calculated in dependence of the freight value at the place and moment of overtaking. (2) The value of the freight is identified on the basis of the stock exchange price and in case when the latter is absent on the bases of the market price or in case when these types of prices are absent under the common price of goods that have the same characteristics. (3) Besides amends reimbursement as stipulated in paragraph (1) of the present article the transport fees should be reimbursed as well, as well as customs taxes and other expenses caused by the transportation, particularly, in cases of total freight loss they should be entirely reimbursed and in cases of partial lost they should be reimbursed partially. (4) If the delivery term is delayed and the one entitled to dispose proves that he has suffered a damage because of this then the carrier has to compensate the damages but only at the transportation level. (5) Bigger compensations can be claimed only in the case the value of the freight or a special interest in the delivery is noticed as stipulated in article 1497 of the present Code. Article 1015. Responsibility for freight deterioration (1) If freight deterioration, the carrier is responsible proportionally to the level of freight value reduction. The value of the compensation is identified in compliance with paragraph (1)-(3) and (5) of article 1014 of the present Code. (2) In case that the whole freight has been depreciated because of deterioration, compensation calculated according to paragraph (1) of the present article can not still get over the sum that should have been paid in case of full loss of the freight. Article 1016. Clients special interest (1) The client can stipulate in the bill of lading as a supplement to the transportation fee a sum that represents for him the interest that the freight shouldnt be lost, deteriorated or delivered later. (2) If such a special interest to delivery has been stipulated than the recovery of the damage can be claimed at the level up to the sum mentioned as representing the clients special interest to delivery, besides the compensation stipulated by article 1014 and 1015 of the present Code. Article 1017. The right to interests of the one entitled to dispose The one entitled to dispose can claim interests to the non-recovered damages identified by article 1019 of the present Code. The interests start to be calculated from the moment the complaints to the carrier have been submitted, if such complaints have not been formulated, than they start to be calculated from the moment the carrier is sent to court. Article 1018. The rights of the carrier in case of extra-contract claims. (1) If the losses, deterioration or delays that appeared in the transportation that is under the provisions of this chapter lead, in compliance with the applicable law, to extra-contract claims the carrier can oppose them invoking the provisions of the present Chapter that exclude his responsibility or precise or limit the enlargement of debt compensations. (2) If extra-contract claims are submitted for freight loss, deterioration or delay, against a preposed the latter can invoke the provisions of this Chapter as well, as long as they exclude or limit his responsibilities or the enlargement of the loss recovery. Article 1019. Cases when it is forbidden the exempt the carrier of responsibilities
The carrier can not invoke the provisions of this Chapter that exclude or limit his responsibilities or break the proof task if the damage has been committed deliberately or under great offence. Article 1020. Complaint claim presentation (1) In case of not following the contract liabilities the parts are obliged to submit a preliminary claim. (2) If the recipient overtakes the freight without chequeing it together with the carrier the objections with notification of losses and deterioration, it will be presumed, till a contrary probe, that the recipient has received the freight in the state as described in the bill of lading. If losses or deterioration that can be noticed at an external examination the objections have to be made at list when cheque and sign of the freight. (3) If the recipient and the carrier have both chequeed the state of the freight, a contrary proof of the result of this cheque will be admitted only in cases of loss or deterioration that cannot be noticed at an external examination and if the recipient notifies written claims to the carrier within seven days, without taking into consideration Sundays and public holidays. (4) If the claims refer to losses and deterioration that can be noticed at an external examination the objections should be made in written form within seven days excluding Sundays and public holidays, after cheque and sign. (5) Recompenses can be claimed for delivery delay only in the case when a written claim has been submitted to the carrier in the term of 21 days from the moment the freight has been brought to the recipient disposal. (6) When calculating the terms stipulated in this article the day of reception or the day when the freight has been brought to the recipient disposal is not taken into consideration. (7) The carrier and the recipient are obliged to enforce all corresponding exemptions for necessary assumptions and cheques. Article 1021. Prescription terms in the transportation contract. (1) Prescription terms in a transportation report are of one year. In case of deliberate act or great offence the prescription term is 3 years. (2) The term flow starts: (a) in case of partial loss, deterioration, destroy of the freight or delivery delay from cheque and sign day.(when the freight is handed over to the recipient. (b) In case of total loss in the thirtieth day from the expiry term of transportation, and if this term is not agreed by the parties or by law in the sixtieth day from the day when the freight was taken by the carrier; (c) In all other cases in the day of a three months expiry of the day when the transportation contract was signed. Article 1022. Prescription suspension (1) The prescription will be suspended from the day when the written claim has been sent to the carrier till the day when the carrier refuses the complaint in the written form. If the complaint is partially admitted then the prescription will continue to flow only for the disputable part of the complaint. The onus of the proof lies with the claimant. Further claims that have the same complaints do not suspend the prescription. (2) Without damaging the provisions of paragraph (1) of the present article for prescription suspension and interruption of the general regulations will be applied. (3) The written claims can be neither enforced through set off or exception.
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Article 1023. Responsibility of successive carriers (1) If a freight that is object of a single contract is forwarded by many successive carriers each of them is responsible for the execution of the whole transportation. (2) The second carrier as well as the others coming after him become, through freight and bill of lading overtaking, parts of the contract under the conditions of the bill of lading. Article 1024. Freight takeover from the previous carrier (1) The carrier that takes the freight over from the previous one has to submit the latter with a confirmation letter of reception dated and signed. He has to write his name and address on the second copy of the bill of lading. If necessary he will write his objections in accordance with paragraph (2) of article 997 of the present Code, on the second copy of the bill of lading and on the receipt. (2) The relations between successive carriers are regulated by article 1000 of the present Code. Article 1025. Claiming the successive carriers (1) Claims of compensations for loss, deterioration or delay of delivery term can be enforced only against the first carrier, the last carrier or to the one that has executed that part of the transportation within which the case causing loss, deterioration or delay has happened. (2) One and the same suit can be submitted against many carries. Article 1026. Right of recourse If in the provisions of the present chapter a carrier has paid compensations, he shall have the right of recourse in accordance with the following rules: a) the carrier who has caused the loss or deterioration shall bear by himself the compensations paid by him or by another carrier. b) If the loss or deterioration has been caused by two or more carriers, each of them will pay a sum proportionate to his share of the responsibility. If the share of responsibility of every carrier can not be established, the carriers shall be liable at the amount of the transportation fee that has accrued to each of them. c) If it is not possible to establish which of the carriers will be held liable for the damage, the compensation shall be paid by all the carriers to the amount determined in accordance with the rule mentioned in letter (b) of the present article. Article 1027. Inability to pay of one of the carriers If a carrier is unable to pay, his share of the compensation that has not been charged from him, will be charged from other carriers in proportion to their share of the transportation fee. Article 1028. Exceptions opposed in cases of recourse action The carrier against which the recourse right is applied in conformity with article 1026 and article 1027 of the present Code can not object the fact that the carrier exercising the recourse right has paid compensations to the damaged party without being indebted, if the compensation has been prescribed by court decision and if the carrier against which the recourse is applied has been duly and officially notified about the proceedings and could have interfered in the process. Article 1029. The right of the carriers to derogate from the Code provisions
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The carriers have the right, without prejudice to the interests of the client and of the recipient, to agree upon some rules derogating from the provisions of article 1026 and 1027 of the present Code. Article 1030. The nullity of the convention (1) Without violating the provisions of article 1029 of the present Code, any clause that directly or indirectly derogates from the provisions of the present chapter is null and void. The nullity of such clauses doesnt lead to the nullity of other clauses of the contract. (2) Especially is void the convention through which the carrier holds responsible the freight insurance for the claims of damage recovery as well as any other convention of the kind. (3) Also void is considered the convention through which the onus of proof is over turned. CHAPTER XIII. The Mandate (Power of Attorney) Article 1031. The notion of mandate contract (1) Mandate is a contract on the basis of which a person, the mandator (principal), in order to be represented at legal acts conclusion delegates his authority to another person, the mandatory (attorney), who by acceptance of the mandate, takes the obligation to act in name of and at the expense of the mandator. (3) The mandator is obliged to cooperate with the mandatory in order to fulfill the mandate. Article 1032. Mandate Acceptance The acceptance of the mandate is express or tacit. The acceptance is tacit if it results from the actions or even the silence of the mandatory. Article 1033. Special and general mandate (1) The mandate can be special for one legal action or for a certain determined actions (a business or any other certain actions) or it can be general for all the actions of the mandator. (2) A mandate that is formulated in general terms confers not more than the authority to conclude acts of administration and conservation. The authority to execute other acts is to be formulated only by an express clause, except for the mandate authenticated with the notary and given beforehand for the mandators incapacity. Article 1034. Mandators remuneration (1) The mandator is obliged to pay remuneration to the mandatory only in cases stipulated by the contract. (2) Professional mandate is presumed with an onerous title. (3) In case of onerous mandate the mandator is obliged to pay the mandatory the retribution stipulated by the contract, enforced by the law, through common practices or according to supplied services. (4) The mandatory can deduce from the sums he has to remit to the mandator, the amount the mandator owns him for the execution of the mandate. He has the right to retain on the account of sums belonging to him the amount that was entrusted to him to execute the mandate. Article 1035. The authority of the mandator
(1) The mandators authority shall not consist only in the express provisions of the mandator but extend to everything that can be deduced from the content and the essence of the mandate with exceptions stipulated in paragraph (2) of article 1033 of the present Code. (2) The mandator can conclude all acts that can be deduced out of his authority and are necessary for the mandate execution. (3) The authority given to a person to conclude acts that deal with his profession or his position and result from their nature, should not be expressly stipulated. Article 1036. Mandators cautiousness and diligence The mandatory is obliged to act in the principals interest cautiously and diligently and avoid conflict situations between his personal interests and the interests of the mandator. Article 1037. Transfer of mandate execution to a third party (1) The mandatory is obliged to execute the mandate personally if its substitution with a third party is not permitted by the contract. It is allowed to attract assistance in order to assist the mandatory in the execution of the mandate. (2) The mandatory, still, should transfer the authority to a third party in case when it serves the interests of the mandator and he is not able to execute the mandate and can not inform the mandator about it in useful time. (3) The mandatory is fully responsible for the third party actions at the equal level with his own ones, to whom he had without authorization handed over the mandate. (4) If the mandate hand over to a third party is allowed the mandatory is held responsible only for the fault that refers to the way he had chosen the person and the way he had handed over the instructions. (5) The mandator has in all cases the right to bring an action against the person who assisted or substituted the mandatory. Article 1038. Assignment of several mandatories (1) If for a conclusion of a legal act more then one mandatory are nominated the mandate is effective only in the case it is accepted by all the mandatories. (2) The mandatories have all together to conclude the act in case that nothing else is stipulated in the mandate. They are solidary responsible for the execution of the obligations they have assumed (3) The mandatory that concludes by himself the legal acts he had been entitled to conclude with another person exceeds the authority except the case when he concludes the legal act in more advantageous conditions for the mandate that the ones agreed. Article 1039. Double representation (1) The attorney that accepts to represent in legal acts conclusion persons whose interests are/ maybe in conflict is obliged to inform every mandator about it, except the cases when the practices or the fact that the double representation principals know each other exempt him from this obligation. (2) In case of double representation the attorney will act impartially and not be bias to any of the party. (3) The mandator that doesnt know about the double representation can in case that he had been prejudiced, claim the nullity of the act concluded by the mandatory.
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Article 1040. Concluding an act with him/herself (1) The mandatory can not conclude legal acts with himself in the name of a principal, even through a representative, except the case when he is expressly authorized or the mandator is aware of this and doesnt object to it. (2) Only the mandator can claim the nullity of the legal act concluded under the violation of this rule. Article 1041. Deviation from the mandators indications (1) The mandatory is obliged to execute the mandators indications. (2) The mandatory has the right to deviate from the mandators indications if according to circumstances he can presume that the mandator, if aware of the situation would have approved this kind of deviation. Before deviating from the mandators indications the mandatory is obliged to notify the principal about the new circumstances and wait for the principals decision, except the cases when the delay presents danger to the mandate execution. (3) If mandatory s execution of the indications create vividly disadvantages for the mandator then the mandatory has to execute the indications only after he had informed the mandator about possible disadvantages and the latter insisted on the execution. Article 1042. The obligation of presenting information and reports about mandate execution. (1) The mandatory is obliged to render all necessary information to the mandator, to give all necessary explanations about the mandate execution that the mandator ask for and when the mandate is executed he/she has to immediately inform the principal about it and present a report. (2) The convention according to which the mandators obligations stipulated in paragraph (1) of the present article are further excluded or limited is done in writing. Article 1043. Confidentiality of the information known by the mandatory (1) The mandatory is obliged not to disclose the information he gets aware of within his activity in the case when the mandator has a justified interest in keeping this information secretly and if such an interest doesnt exist, according to the law, an obligation to disclose or the disclosure is not allowed by the mandator. (2) The obligation of keeping the confidentiality of the information subsists after the mandate termination. Article 1044. The obligation of handing over the results of the execution to the mandator The mandatory is obliged to remit to the mandator everything he had received for the mandate execution and that he didnt use in his aim as well as everything he has obtained while executing the obligation under the contract. Article 1045. Prohibition on usage of information and goods in personal interest (1) The mandatory has no right to use in his own interest information and goods he obtains or is obliged to administrate during the execution of the mandate if he has no the consent of the mandator or the right on usage doesnt result from the law or from the mandate.
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(2) Along with the compensations that the mandatory has to reimburse for the damage, he, in case of unauthorized use of information or goods, will have to pay the mandator for the use of information a sum equal to his enrichment on the basis of the usage of this information and, in the case of goods usage a corresponding rent. If the mandatory uses for himself the money he was to remit to the mandator or use in the mandators favor he will owe interests from the moment the money was spent. Article 1046. Protection of Mandators rights The goods obtained by the mandatory in his name and on the mandators account while executing the obligations under the contract or that have been given to him by the mandator in order to execute the mandate are considered, in confirmation of the mandators creditors, as goods of the mandator. Article 1047. Compensation of Mandators Expenditure (1) The expenditure the mandatory covers for the execution of the obligations under the contract and under the circumstances can be considered necessary are to be reimbursed by the mandator. (2) No claims can be submitted under the provisions of paragraph (1) of the present article when the expenditure has to be compensated through remuneration. Expenditures that are usually made while executing the obligations of the kind that are stipulated in the contract or the ones that would have been made by the mandatory in the absence of the contract are considered compensated by remuneration if the reimbursement of these expenditure is not commonly covered and if it was not agreed upon in another way. (3) Under the mandators demand the mandator has to make an advance payment for the expenditures necessary for the mandate execution. Article 1048. The make up for the prejudice caused to the mandatory. (1) The mandator is obliged to cover the prejudice made without his fault that the mandatory has suffered while executing the mandate if the prejudice is a result of a danger linked to the contract obligation or has happened during execution of the mandators indications. (2) No claim can be formulated on the basis of paragraph (1) of the present article when a prejudice of the kind that has been produced is to be covered by remuneration or when the prejudice has been produced by an action or a mission of the mandatory that was not necessary for the execution of contract obligations. If the coverage of the prejudice by remuneration is contested the onus of proof is lien to the mandatory. Article 1049. Mandators solidarity When more people have assigned a mandatory for a common action every of them shall be held responsible for the effects of the mandate. Article 1050. Mandators responsibility in case of free mandate If the mandatory executes the mandate for gratuitous consideration, he will be held responsible only for his intended actions or for deliberate offence. Article 1051. Mandatory denunciation (1) The mandate can be denounced any time by any party.
(2) Mandate revocation that is notified only by the mandator can not be opposed to the third parties who, being not aware of the revocation have in the good will contracted the mandatory. In this case the mandator has the right of recourse with respect to the mandatory. (3) The mandatory can denounce only in such a way that the mandator could be able to take further care of the contracted acts by himself except the case when there is a reasonable motive to denounce. (4) If the mandator has denounced he is obliged before the mandatory to recover all the expenditure that appeared during the contract execution. If the authority had an onerous title the stipulated remuneration has to be paid. (5) The clause that excludes the right of a party to denounce the mandate is null/void. Article 1052. The mandators death or incapacity (1) The contract relationships /provisions are not terminated if the mandators death or incapacity if it hasnt been agreed so or if this doesnt result from the content of the contract obligations. (2) If the contract relationships terminate with the mandators death or incapacity the mandatory has to continue the execution of the contract obligations in the case when a delay would cause losses for the mandator or for his successors. The mandate execution continues till the successor or legal representative of the mandator can undertake the necessary measures. The contract relationships are considered in this way as being valid. (3) If the contract relationships terminate with the mandators death or incapacity the contract is considered valid for the mandatory till he is informed or has to be aware of the reason of termination. Article 1053. Termination of contract relationships because of mandators death (1) Contract relationships terminate because of mandators death if it hasnt been agreed differently or nothing else is stipulated in the contents of the contract. (2) The mandators heir has without any delay to inform the mandator about the mandators death and to take the necessary measures to protect the mandators rights. CHAPTER XIX. Fiduciary administration Article 1054. General regulations over the fiduciary administration Contract. (1) Under the provisions of fiduciary administration contract one party, the founder of the administration conveys goods in fiduciary administration to the other party, the fiduciary administrator and the latter takes the obligation to administrate/manage the patrimony in the interest of the founder of administration. (2) Through the contract a third party can be nominated who can submit his own claims to the fiduciary administrator. (3) Public workers can not be in the function of fiduciary administrators. (4) The fiduciary administrator can not be a beneficiary. (5) In the cases when fiduciary administration of the patrimony is carried out under legal law provisions, the rights of the administration founder belong to the tutor or another person as stipulated in the law. Article 1055. The form of the fiduciary administration Contract. The contract of the fiduciary administration is concluded in writing.
Article 1056. The object of fiduciary administration (1) Any good or goods universality can be conveyed in fiduciary administration both those that exist at the moment of contract conclusion and those that will be obtained in future, including goods that have been obtained by the fiduciary administrator during the Contract implementation (2) The assets conveyed in fiduciary administration contain the goods that, as equivalent or as result of legal acts, take the place of original goods. (3) Money can not be separately conveyed in fiduciary administration except the cases stipulated in the law. (4) Assets conveyed in fiduciary administration should be separated from other assets of the administration founder as well as from the goods of the fiduciary administrator. Article 1057. Rights and obligations of the fiduciary administrator (1) The fiduciary administrator is obliged to administrate the warranted property from his name but under the risk and on the account of the fiduciary administration founder. (2) In the relationships with the third parties the fiduciary administrator has the prerogatives of an owner. If he doesnt show the same level of diligence towards the founders interests as the one shown in his own business he is obliged to recover the prejudice caused by this fact. (3) The fiduciary administrator has to announce publicly the separation of the assets conveyed in fiduciary administration from his own assets and to keep their publicity. The fiduciary administrator is responsible for the founder disadvantages, losses and prejudices that result from the confusion of the two assets/patrimonies. (4) The fiduciary administrator can dispose an estate only in cases enforced by law or by fiduciary administration contract. (5) The rights obtained by the fiduciary administrator as result of his fiduciary administration activity are included in the assets conveyed in fiduciary administration if the obligation of conveying them to the fiduciary founder or the beneficiary is not stipulated in the contract. (6) Obligations that result from fiduciary administrator activity are executed on the account of the assets being in fiduciary administration. Article 1058. Remuneration, expenditures and fruits (1) The fiduciary administrator is not remunerated for his activity if the parts didnt conclude in another way or if this doesnt result from the law. (2) If the remuneration is agreed upon it can be expressed in a share of the profit obtained from the fiduciary administration of goods or in a fixed sum of money, or in the form of procurement of certain parts of the fiduciary administrated asset according to the fiduciary administration Contract. (3) Fiduciary administration expenditures are covered by the administration founder if the law or the contract doesnt provide differently. (4) The fruits of the assets belong to the fiduciary administration founder. Article 1059. Fiduciary administrators Responsibility (1) The fiduciary administrator is responsible in the relationship with the third party for all concluded acts with in warranties conferred by the fiduciary administration. He is not responsible for the goods /assets that have been conveyed in fiduciary administration.
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(2) When the fiduciary administration is terminated and the goods are conveyed to the fiduciary administration founder they can be further under observation for the claims that may appear referring the fiduciary administration execution. (3) The goods conveyed in fiduciary administration can not be further observation for the claims submitted to the fiduciary administrator personally. (4) Fiduciary administration founder and the beneficiary are responsible for the fiduciary administrator actions only when an elicit behavior can be imputed to them. Article 1060. Announcing fiduciary administrators qualities at legal acts conclusion. (1) The administrator has to indicate in the legal act the fact that he acts in the quality of a fiduciary administrator. The condition is met if: a) when a legal act is concluded the other party know or must have known that the act is concluded by the fiduciary administrator in this quality; b) in the legal act concluded in writing the abbreviation M.F is introduced after the fiduciary administrators name. (2) In the case when the fiduciary administrator has acted in this quality he becomes personally responsible before the third parties only with his own patrimony/assets. Article 1061. Mandate provisions application Mandate provisions are applied accordingly to fiduciary relationships. CHAPTER XV. COMMISSION Article 1062. Commission Contract entity (1) Under the commission contract provisions the commissioner is obliged to conclude legal acts under personal name but on the principals account against a remuneration called commission. (2) Rights and obligations resulting from legal act concluded by the commissioner with a third party are valid only for the commissioner even in the case when the principal is nominated or has participated in the legal act execution. (3) Between the principal and the commissioner exist the same rights and obligations as between the mandator and the mandatory, along with the differences stipulated in the present chapter. Article 1063. Execution of Commissioners obligations (1) The commissioner has to follow the indications received from the principal and to execute the obligations he has assumed /taken in most advantageous conditions for the principal. (2) In the case when the commissioner concludes legal acts under better conditions than the ones stipulated by the principal in the contract the benefits are equally divided between the commissioner and the principal if the contract doesnt provide differently. Article 1064. Commissioners Remuneration (1) The principal is obliged to pay the agreed Remuneration to the commissioner in accordance with commercial practices.
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(2) The commissioner will be able to claim the payment of the commission even in the case when the execution of the legal act concluded by him didnt take place but this is due to the principals fault or is linked to his personality. Article 1065. Deviations from principals indications (1) Commissioner has the right to deviate from the principals indications in the case when this is demanded by the principals interests and the commissioner has no possibility to ask for his approval or has not received the answer in the corresponding time. (2) In the case when the commissioner has sold the goods at a lower price that the one indicated by the principal he has to cover the difference if he can not demonstrate that it was not possible to sell the goods at the indicated price and by selling them at a lower price he had avoided a bigger prejudice. (3) In the case when the commissioner buys any good at a hire price than the one indicated the principal has to inform that he refuses the legal act concluded by the commissioner as soon as he is informed about the legal act conclusion. If he doesnt do so he is considered to have accepted the buying conditions. (4) If the commissioner declares that he covers the price difference the principal has no right to refuse the legal act. Article 1066. The right over the assets that are subject of the legal act The principal has the right of property/ownership over the assets conveyed by the principal, the commissioner or received by the latter for the principal. Article 1067. The commissioners lien The Commissioner has the right to retain with the aim of a guarantee for the debt that comes from the commission Contract, the goods that are to be conveyed to the principal or to a person indicated by the principal. Article 1068. The Execution of the Legal act concluded by the commissioner (1) The commissioner has to execute all the obligations and to exercise all his rights that resume from the legal act concluded under his name but on the principals account. (2) The commissioner is not responsible for the obligation execution of the third party except the case when he has guaranteed to the principal the third party execution of obligations. As an exchange to guarantee the commissioner has the right to a remuneration that is called provision. (3) In the case when the third party has violated the obligations the commissioner is obliged to immediately inform the principal and to collect the necessary proofs. At the principals demand the commissioner is obliged to cede the rights that result from the legal act concluded in the execution of commission contract. Article 1069. Commissioners obligation to insure the principals asset. The commissioner is obliged to insure the assets received from the principal or for the principal only in cases when this is stipulated in the Contract or it resumes from the practices.
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Article 1070. Commissioners report After the execution of the obligations or after the contract determination the commissioner is obliged to hand over everything that he has obtained on the bases of the Contract and to present a report. In the case when there are objections to the report the principal is obliged to inform the commissioner in a fifteen days time from the moment when the report was received, if the Contract doesnt provide another time. Article 1071. Principals cheque and sign for the execution. The principal is obliged to cheque and sign for everything that has been executed by the commissioner according to the commission contract, to examine the goods and to immediately inform the commissioner about the vices and to dismiss the latter from all the obligations that he has assumed towards the third parties at the execution of the commission contract. Article 1072. Commissioners expenditure compensation (1) the principal is obliged to cover all the expenses necessarily undertaken by the commissioner at the execution of the commission contract. (2) The expenditures linked to the maintenance of principals goods, inclusively the ones received from the third parties are covered by the commissioner if the law or the contract doesnt provide different. Article 1073. Contract determination under principals initiative (1) The principal has the right to determine the contract at any time. (2) In case of contract determination the principal is obliged to pay the commissioner for the legal act already concluded the remuneration that is stipulated and to recover the damage caused by the contract determination. Article 1074. Contract determination by the commissioner The commissioner can determine the commission Contract only in the case when this is provided by the contract, if there is no possibility to execute the obligation assumed or in the case when the principal doesnt observe the contract obligations. Article 1075. Disposition over the principals goods (1) The principal in the case when he has determined the contract or has been notified about the contract determination by the commissioner is obliged during a month to give indications about the goods that are still with the commissioner. (2) In case when the principal doesnt execute the obligation stipulated in paragraph (1) of the present article the commissioner has the right to convey them to a warehouse under the principals account or to sell them at the most convenient price for the principal.
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CHAPTER XVI. The Dispatch Article 1076. General provisions about the dispatch contract (1) Through the dispatch contract the dispatcher is obliged, on the clients account and under his name or under his own name to conclude a contract and execute the necessary acts on forwarding and the clients is obliged to pay the agreed commission. (2) The dispatch contract is concluded in writing. The client has to remit a proxy to the forward/vendor, if one is necessary for the Contract obligations execution. (3) As long as the present Chapter doesnt stipulate the contrary the rules referring the mandate will be applicable for the forwarding as well. (4) The norms of the present chapter are applicable in the cases when under the transport/ forwarding contract conditions the obligations of the dispatcher are executed by the forwarder. Article 1077. The dispatcher diligence The dispatcher has to perform the dispatch in the sense that he has to choose the forwarder and the care of diligent dispatcher. While doing this he has to take into account the clients interests and to follow the clients indications. Article 1078. The clients obligations (1) The client is obliged, at the dispatchers demand, to provide him with information about the goods, information about the forwarding documents as well as all necessary explanations necessary for customs clearance and other formal acts execution. The client is obliged to provide the dispatcher with all documents/papers necessary for an accuracy of the information. (2) In case of dangerous goods the client is obliged to draw the dispatchers attention on the nature of the danger and on the necessary precaution actions. (3) The dangerous goods that the dispatcher was not informed about can be unloaded, destroyed or made inoffensive any time and any where without any damage compensation. (4) If the nature of the goods demands this the client is obliged to pack it in such a way that it should correspond to the forwarding requirements. (5) If any signs are necessary for the goods identification they have to be applied in such a way that they should remain readable till the delivery. (6) The client is responsible for the prejudices caused to the dispatcher trough the violations of the obligations stipulated in the previous paragraphs except the case when the dispatcher doesnt formulate objection referring lacks or defects of package or signs applied, as stipulated in paragraph (4) and 5 of the present article also these lacks or defects were obvious and he was aware of them at the take over moment. Article 1079. Detailed freight cheque and sign by the dispatcher The client can ask for the detailed cheque and sign of parcels (freight units) against special fee in the moment of the goods take over by the dispatchers.
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Article 1080. The obligation of freight insurance The dispatcher is obliged to insure the goods only in the case when he has received special indications from the client. If such indication were not notified, the dispatcher is obliged to insure the freight in simple way with an insurance agent that he chooses himself. Article 1081. Identifying the goods situation at the destination If the situation of the goods was examined in the absence of parties, than the delivery of the goods to the recipient justifies the presumption that this good has been received by the recipient without any losses or deterioration, except the situation when the recipient has formulated objections to the person who delivered the goods and has indicated the character of the prejudice. If the losses or the prejudice are noticed externally the objection should be formulated at list at the moment of delivery but if the losses and prejudices can not be noticed at external examination, the objection it has to made at least till the third day of the day of delivery. Article 1082. Forwarding Regulations If the recipient doesnt take over the goods or the goods are not delivered from other reasons, the rights and obligations of the dispatcher are established according to the norms provided by the forwarding contract. Article 1083. The right of the dispatcher to forward the goods at his own resources (1) The dispatcher is authorized, if not ordered differently, to execute the forwarding of the goods by his own. The authorization is valid as long as the obligation of respecting the clients rights and interests is fulfilled. (2) If the dispatcher makes use of the right stipulated in paragraph (1) of the present article, he will at the same time be entitled with the rights and obligations of the carrier. Article 1084. The dispatchers responsibility (1) The dispatcher is as a rule responsible for the obligations that resume from the dispatch contract only in the case of his own fault or the fault of his assistants. (2) The dispatcher can not invoke the provisions of the present Chapter that exclude or limit his responsibility or turn over the onus of proof, if the prejudice has been produced premeditatedly or deliberately Article 1085. Prejudices cause by a third party If the prejudice is caused by a third party participating in the contract execution, at the clients demand, the dispatcher is obliged to submit him the claims to the third party, except the case when according to a special agreement, the dispatcher overtakes the coverage of the claim at the clients account and risk. Article 1086. Remuneration payment The remuneration is exigible in the moment when the dispatcher has transmitted the good to the forwarder.
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CHAPTER XVII. Bailment/warehouse Article 1087. The warehouse contract The warehouse is a contract trough which the depositary takes the obligation to keep the movables transmitted by the deponent for a certain or non-certain period of time and to return them at the demand. Article 1088. Refusal of handing or taking over the goods. (1) The depository has no rights to demand the goods hand over by the deponent. But the latter is responsible for the prejudice deliberately caused to the depository through the refusal to hand over the good, if the law or the contract do not provide differently. (2) Unless the contract provides otherwise the depository has the right to refuse the good takeover in the case when it hasnt been handed over in the agreed term. Article 1089. The free character of the warehouse (1) The warehousing is for gratuitous consideration unless the contract provides otherwise. In the case when the depositary exercises the storage in the framework of professional activity it is presumed that the remuneration has been agreed tacitly. (2) If the value of indebted remuneration was not agreed it is considered to be agreed when a certain price list is available, tariff remuneration, but in the price list absence the usual remuneration. (3) The deponent is obliged to compensate the depository expenditures necessary for the storage of the goods. Article 1090. The obligation of keeping the goods (1) In the case of an onerous title storage the depositary is obliged to take care for the integrity of the goods received and to activate professionally with prudence and diligence. (2) In the case of a free of charge storage the depository is obliged to take care of the goods received as of his own. Article 1091. Interdiction on quality proof requirement by the owner The depositary can not claim the deponent or the person to whom the good has to be restored proof of the fact that he/she is the owner of the stored good. Article 1092. Prohibition on transmitting the goods to a third party (1) The depository has no right to transmit the goods to a third party without the deponents acceptance. (2) When the goods are transmitted to a third party with the deponents acceptance the depositary is further responsible only for the chosen place and third party nomination. Article 1093. Prohibition on deposited goods usage If the contract doesnt stipulate differently, the depositary has no right to use the goods handed over in the warehouse without the deponents permission, except the case when this becomes necessary for the goods conservation.
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Article 1094. Modification of depository conditions (1) The depositary has the right to modify the depositing conditions when necessary only after he had informed the deponent and has obtained his acceptance. The depositary has to inform the deponent about the seizure or the enforcement of any right of the third parties over the deposited goods. (2) In the case the conditions modification is necessary in order to avoid losses or deterioration the depositary is obliged to modify the conditions and the place of good storage without asking the deponent for acceptance. (3) In case when a real danger of good deterioration, its degradation or other conditions that threaten the goods storage security appear the depositary has the right to sell the goods at a price determined by the situation, in the case when the deponent can not undertake any measures. (4) If the circumstances stipulated in paragraph (3) of the present article are caused by reasons that the depositary is not responsible for he has the right to retain the expenditures for goods selling from the goods price. Article 1095. Recovery of the prejudice caused to the depositary by the goods quality The deponent is obliged to recover the prejudice caused to the depositary by the characteristics of the stored goods in the case when he was aware or was to be aware of this characteristics. The deponent is not responsible for the prejudice if he has informed the depository about the goods characteristics or if the depositary was aware of the characteristics. Article 1096. Reimbursement obligation (1) The depositary takes the obligation to reimburse the received goods in the situation it is at the moment of reimbursement. The risk of death or fortuitous deterioration remains in the task of the deponent. (2) The depositary that has been taken the goods and has been given a sum of money or other goods instead has to hand over to the deponent the things that he has got. (3) The depositary heir who has in the good will sold the deposited goods without being aware about the fact that it was deposited is obliged to restore only the value of the price he received for the goods or to cede his claims against the buyers if the price was not yet paid. Article 1097. Right to take away the deposited goods (1) The deponent has the right to take away the deposited goods any time even then when the contract provides a storage term. (2) In the case when the storage is done in the depositary s interest the deponent is obliged to recover the prejudice caused by goods anticipated restoration. Article 1098. Place for storage goods restoration. The stored goods are restored at the place where they have been handed over to the depositary as long as the parties have not agreed differently.
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Article 1100. Obligation to return the fruits of the deposited goods (1) The depositary is obliged to return the fruits of the deposited goods, collected during the storage period. He will be held responsible for the non-execution of this obligation only in the case of offence or deliberate crime. (2) The deponent is obliged to compensate the expenses necessary for collection and storage of the fruits. (3) The depositary is obliged to pay interest for the deposited money only from the day when there was a delay in money reimbursement. Article 1101. Pay-back costs (1) In the case when the deposit is for gratuitous consideration, the restoring costs shall be covered by the deponent. (2) In the case when the deposit is of an onerous title the restoration costs are covered by the depositary. Article 1102. The depositarys responsibility in the case of delay of the goods take away term If a term has been agreed for the goods take away at the expiry of the term the depositary is responsible only for the prejudice that is by offence or deliberate crime. Article 1103. The obligation of remuneration compensation If the deposit is of an onerous title the deponent is obliged to compensate the remuneration at the deposit termination unless the contract provides otherwise. Article 1104. The right to retain the deposited goods The depositor has the right to retain the deposited goods over the term stipulated in the contract to the moment of his retribution and compensation of the expenditures necessary for their storage. Article 1105. Storage of certain groups of goods In the case when goods characterized as being from certain groups have been stored and not any contrary provision has been concluded the goods become depositary owned. In this cases the depositary takes the obligation to return an equal quantity of goods or a quantity agreed by the parties as being of the same type and quality. Article 1106. Peculiarities of hotel deposits/storage (1) The hotels, hostels, sanatoriums, rest houses and other entities of the type are responsible for the losses or deterioration of the goods of physical persons that occupy rooms here even if these goods, except money, securities, jewelry have not been specially deposited. The contrary convention is void. (2) The responsibility is excluded in the case when the prejudice is caused by a force majeure, by a clients guest or by the goods characteristics.
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Article 1107. The Seizure The seizure is a deposit on the bases of which the parties remit an asset under dispute to a third party that takes the obligation to return it after the process is over to the one justified to dispose it. Article 1108. Depositary nomination in case of seizure (1) The depositary authorized with a seizure is nominated by the parties through mutual agreement. One of the parties can be nominated. (2) In case when the parties can not conclude about the depositary or the seizure conditions they can ask the court to decide. Article 1109. The rights of the depositary warranted with a seizure (1)The depositary warranted with a seizure has no right to make any expenditure or other actions concerning the goods except the actions of conservation, when not contrary provision or court authorization. (2)The depositary can under the parties agreement or in the absence of the one with the court authorization to alienate the goods the storage of which need a de-proportioned expenditures comparatively to their values. The sum resulted from the good selling remains with the depositary under the seizure conditions. Article 1110. Seizure Termination (1)The seizure is ending after the dispute solution through goods restoration to the justified Party. (2)The depositary can not be discharged and restore the goods before the dispute settlement than by agreement of all parties or, in case of non-agreement, only for well-grounded reason through court authorization. Article 1111. Report The depositary warranted with a seizure has to make a report at the end of the deposit or during the deposit period at the demand of the parties or of the court. Article 1112. Judiciary Seizure The seizure can be held by the judiciary instance as well. In this case it complies with the regulations established by the Civil Procedure Code as well as to the present rules as long as they are compatible. CHAPTER XVIII Warehousing Article 1113. Regulations As far as warehousing is concerned the contract of goods transmission to storage at a merchandise deposit- the rules of the deposit are applied. as long as the norms of the present chapter do not provide something else.
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Article 1114. Diligent obligation of the warehouseman The warehouseman has to assure storage and keeping of goods that have been diligently transmitted by a good professional. Article 1115. Goods quantity and type ascertain (1) The warehouseman is not obliged to ascertain the goods type and quantity (number, size, and weight) at the moment of taking them over if the law or contract doesnt stipulate the contrary, or other characteristics of the goods. (2) If the goods sent to storage are at delivery in a depreciative or deteriorated condition that can be externally noticed, the warehouseman has to conserve the rights on damage remuneration towards the forwarder, has to take care of the proof of this situation of storage goods and to inform the deponent immediately. In case of a mission he is obliged to recover the prejudice caused by this. Article 1116. Right of goods inspection The warehouseman is obliged to allow the deponent or other persons entitled to sample, during working hours, to inspect the storage goods and to approve the necessary measures for the goods conservation. Article 1117. Obligation to inform The warehouseman is obliged to announce immediately about the change of place or if changes have of goods characteristics have appeared or if such changes may soon happen. The announcement will be made to the last owner known by the warehouseman from the warehousing receipt. In case of a mission he is obliged to recover the prejudice produced by this. Article 1118. Responsibility of the warehouseman The warehouseman is responsible for the loss or deterioration of goods that have been taken under his care if the loss or deterioration hasnt been produced as result of circumstances that couldnt be avoided through the care of a professional warehouseman. Article 1119. Storage of goods determined by type characteristics (1) When the stored goods are characterized by types the warehouseman is obliged to mix them with the same type only if this has been allowed express. (2) As the result of the mix the owners of the mixed goods become co-owners share parts. The share part is determined, in case it was not concluded differently in dependence on the quantity of stored goods. (3) The warehouseman has the right and the obligation to convey out of the whole stock the part that is his, without the acceptance of other deponents. Article 1120. Selling of stored goods in case of degradation (1) If the stored good is exposed to degradation or if modification of the goods are produced and the latter present a danger of depreciation and there is no time to prevent or remove the degradation or depreciation or the on entitled didnt decide in useful time, the warehouseman can organize the selling of the goods through public auction.
(2) The sum obtained from the selling as provided in paragraph (1) of the present article is transmitted to the deponent retaining the storage and selling expenditures. Article 1121. Warehousing receipt When receiving the goods the warehouseman has the obligation to remit a warehousing receipt. Article 1122. The content of the warehousing receipt (1) The warehousing receipt must consist of: (a) the data of conclusion and the number of registration in the warehousing register. (b) the name and address of the parties for whom the storage is taking place; (c) the warehousing place; (d) warehousing rules; (e) quantity (amount, size, weight) of stored goods and the quality indicator, in case of packed goods the description of the package; (f) the price list of warehousing costs as well as other costs that may appear; (g) stipulation of the fact whether the stored good has to be insured or not and the insurance price list; (h) warehousing term and the expiry date of the term or no term the stipulation; (i) the warehouseman signature and seal (2) Lack of some data doesnt lean to warehousing receipt invalidity. The parties have the right to introduce other date as well. Article 1123. Right of taxation of the stored goods The warehousing receipt owner can tax the stored goods as guarantee for another claim if the good remains in the deposit. Article 1124. An ordered warehousing receipt If the warehouseman has written out/drawn up a warehousing receipt under an order this can be transmitted to a third party through endorsement. Article 1125. Warehouseman responsibility in case of endorsement (1) If the warehousing receipt has been transmitted trough the endorsement the warehouseman is responsible to the legal receipt owner for the data accuracy written in the receipt, if not stipulated through the receipt that these date are based exclusively on the deponent communication or the one of a third party. (2) If the warehouseman was aware that the data was not exact he will be held responsible for the data he wrote in the receipt, the data of the kind that is stipulated in paragraph (1) of the present article,. Article 1126. Goods delivery in case of ordered receipt (1) When the receipt is ordered the warehouseman is obliged to deliver the stored goods only to the legal owner of the goods and only against the receipt. (2) If a receipt has been perfected and a collateral of the stored goods has been arranged the warehouseman has to charge the receipt to be given back. (3) The warehouseman is not obliged to cheque the authenticity of the endorsements. The delivery is attested through an inscription on the warehousing receipt.
Article 1127. Warehousing receipt destruction or loss (1) If the warehousing receipt is lost or destroyed the one entitled can demand trough the public announcement procedure declaration of the receipt nullity and the perfection of a new receipt. Special provisions of the Civil Procedures Code are applied here. (2) Under the Courts decision the warehouseman will perfect a new warehousing receipt and a second collateral receipt if necessary. Article 1128. Stored goods collateral remission (1) If the owner constitutes a collateral right over the stored goods the endorsement and remission of the collateral warehousing receipt will take the place of collateral remission. (2) The Endorsement should indicate the collateral creditor and the claim quantum. (3) The warehouseman should be informed about the collateral. He has to sign that that mortgaging has taken place. Article 1129. Mortgage right of the warehouseman (1) As far as the warehousing costs are concerned the warehouseman has a right of mortgage over the goods as long as they are in his possession. (2) If the warehousing receipt has been transmitted through endorsement the right on mortgage will be valid to the legal owner of the warehousing receipt. Article 1130. The warehousemans right to demand the take away of the stored goods (1) The warehouseman can not demand the takeaway of the stored goods before the expiry date of the agreed term of warehousing and if such a term was not stipulated, before a three months term of warehousing. (2) If a warehousing term was not agreed or if the warehouseman keeps the goods after the expiry of the term he can claim the goods take away only under contract determination with a preliminary notice term of one month. Article 1131. Selling the goods by public auction (1) (2) If the deponent doesnt take the goods away at the expiry of the term the warehouseman has the right, under formal notice, to sell the good by public auction. The auction can not take place before a month term after the formal notice. After the warehouseman claims over auction organization have been satisfied by the obtained price the rest of the money will be reimbursed to the legal owner of the warehousing receipt
CHAPTER XIX. Tourist Service Contract Article 1132. Tourist service contract entity (1) According to the Contract on Tourist Services the organizer of the trip (tourist agent) takes the obligation to provide the tourist with stipulated services and the tourist takes the responsibility to pay for their costs. (2) The declaration that intermediate contracts can be concluded only with persons that will accomplish the trip (with the service provider), will not be taken into consideration, if out of
circumstances, it is clear the fact that the author of the declaration executes the Contract provisions that deal with the trip under his own responsibility. Article 1133. Preliminary Information (1) Any publicity (commercial) announcement, offer or another information referring to the tourist services presented by the organizer must be organized in such a way as to exclude its wrong interpretation. (2) The conditions included in the announcement, offer or other information that is presented to the client by the organizer are obligatory for the latter except the cases when the client has been notified about the changes prior to contract signing. Article 1134. Obligatory Information (1) Till the moment of contract conclusion the organizer is obliged to supply the client with written or oral information about visa and passport regulations, as well as about health insurance during the period of the trip. (2) In a useful time before the beginning of the trip the organizer is obliged to provide the client, in written or another form, with the information about: a) time and place of intermediate stations and of transport joints as well as about details of the clients use of transportation means (train compartment, ship cabin etc.) b) name, address and telephone number of local representatives of the organizers or in case of lack of such representations the data about local agencies where the client can address in case of necessity. In case when such representations or agents are absent the client should be supplied with a telephone number or other data with the help of which he could contact the organizer. c) In case when teenagers are traveling the necessary data to contact the teenager directly or the data of the person who is responsible for the teenager at the destination place. d) The possibilities of insurance policy procurement that will cover in case of accident or illness the clients responsibility of refusing the trip as well as the expenditures. Article 1135. The content of a tourist services contract (1) A tourist services Contract has to contain the following clauses: - itinerary, place (places of destination and terms of being in different places with indications of dates; - means of transportation, their characteristics and types, dates of arrivals and departures; - information about accommodation, the category or the level of comfort, its characteristics, food services; - in case when a certain minimum number of people is necessary for the trip to be organized the client should be informed about the term of his notification in case of delay, postpone or call off; - visits, excursions and other services included in price of the trip; - name and address of the organizer (tourist agent) and in case of necessity, of the insurance person; - price of the trip, indications about possibilities of price modification for keeping supplementary services ports and airports prices, (tourist fees) that were not included in the trip costs; - terms and modality of payment; - specific conditions concluded by the parties at the clients demand;
terms of clients possibilities to submit complaints if non execution or non corresponding execution of the Contract; - other conditions. (2) All Contract conditions have to be presented to the Client in written form before the Contract is signed, (3) Provisions of paragraph (2) of the present article do not exclude the possibility of signing the Contract in the last moment. Article 1136. A third party travel (1) The tourist has the right to demand, before the trip: that a third party to take his Contract rights and obligations about the trip. The organizer can refuse the tourist demand in case when the third party doesnt correspond to the conditions of the trip. (2) The organizer has the right to charge the tourist for compensation of additional expenditures needed for the third party substitution. Article 1137. Amendments to tourist contract essential clauses (1) If, before departure, the organizer will need to amend considerably the essential clauses of the Contract, inclusively the price, he has the obligation to immediately inform the client about it. (2) The price stipulated in the contract can not be amended except the case when the contract provides such a possibility and indicates the modality of calculating the modified price and exceptionally, in case when the transport fee is modified, fees and payments for certain services (port and airport fees). The prices indicated in the contract cannot be risen in the period of twenty days before the trip starts. (3) In the case stipulated in paragraph (1) of the present article the client may refuse the contract or may accept the amendment of contract. The client is obliged to inform the organizer about his decision in the quickest possible time. Article 1138. Guarantees and drawback removal (1) The trip organizer is obliged to accomplish the trip under stipulated qualities without drawbacks or lacks that would diminish the value and the utility that can be deduced from the contract or from good practice. (2) In the case when drawbacks are attested during the trip the tourist has the right to claim their immediate removal. The organizer has the right to refuse to remove them if this needs unbalanced expenditures. (3) In case when the organizer doesnt remove the drawbacks in the term indicated by the tourist the latter can remove them by himself and claim the organizer for compensation of expenses. The term is not fixed when the organizer doesnt want to remove the drawbacks or when the tourist is interested in their immediate removal. Article 1139. Price reduction because of trip drawbacks (1) In the case when the drawbacks are discovered during the trip, the price is reduced, taking into consideration the moment when the drawback is removed. (2) The trip price is not reduced if the tourist by offence or deliberate crime didnt inform the organizer, in useful time, about the attested drawback.
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Article 1140. Contract determination because of drawbacks (1) In the case when the trip is prejudiced because of the drawbacks of the type stipulated in article 1138 of the present Code, and the prejudice is big, the tourist can terminate the contract, he can also terminate the contract in cases when, as result of such drawbacks, because of an important reason, that can be deduced and recognized by the organizer, the tourist can not be claimed to continue the trip. (2) Contract determination is acceptable if the organizer didnt remove the drawback until the expiry of the term given to him by the tourist. A term establishment is not necessary if the drawback is not removable or the organizer refuses to remove it or if the Contract determination is justified by the tourists interest. (3) In case when the Contract is terminated the organizer loses the right over the agreed price. He can still charge a corresponding compensation for the services already supplied or for the ones necessary in order to end the trip. This rule is not applied if the service doesnt present any interest for the tourist under the contract determination. (4) The trip organizer is obliged to undertake the necessary measures after the contract termination, especially in cases when the contract provided back transportation of tourist. Additional costs are covered by the organizer. Article 1141. Recovery of the prejudice caused by the drawback The tourist can claim, indifferently of the fact whether he has asked for price reduction or contract determination, compensations for non-performance, if the drawbacks are under the organizers responsibility. Article 1142. Term of claim submission and prescription/limitation term (1) The claims justified by provisions of articles 1136-1141 of the present Code can be submitted to the trip organizer during a month time from the moment of trip ending that is stipulated in the contract. The claims can be submitted after the expiry of the term is omitted because of reasons not imputable to the tourist. (2) The prescription term of actions initiated by the tourist is of six month calculated from the day when, according to the contract, is the last day of the trip. In the case when the tourist submits claims, the prescription flow is suspended till the day when the organizer refuses the prescriptions in written form. Article 1143. Admission of responsibility limitations The organizer of the trip can limit his responsibilities over prejudices and injuries, others then corporal ones, through an agreement with the tourist at a tripled price of the trip if: a) the prejudice is not caused by offence or deliberate crime, or b) the organizer is responsible for the prejudices caused to the tourist if it is a result of a mistake of a service supplier involved in the contract execution. Article 1144. Contract determination by the tourist (1) Before the trip starts the tourist can terminate the contract any time. (2) In the case when the tourist has terminated the contract the organizer loses the right over the price of the trip. He can ask for a corresponding damage compensation. The compensation quantum is calculated on the basis of the trip price, withdrawing the expenditures saved by the organizer and the value of what the organizer could benefit, if he had used his services in another way.
Article 1145. Contract determination because of force majeure event (1) In the case when the trip is delayed, burdened, worsened or prejudiced because of force majeure events that was not possible to be forecasted at the moment of contract conclusion, both the tourist and the organizer can terminate the contract under no condition. (2) If the contract is terminated under the provisions of paragraph (1) of the present article the provisions of paragraph (3) and of the first sentence of paragraph (4) of article 1140 of the present Code will be applied. Additional transportation costs for the return trip shall be equally covered by the parties. In other cases the additional costs shall be covered by the tourist. Article 1146. Exclusion of derogation There shall be no derogation from the present chapter disfavoring the tourist.
CHAPTER XX. Fidejussion Section I. General provisions Article 1147. Fidejussion contract (1) Fidejussion is a contract through which a person (fidejussor) takes the obligation before the creditor, free of charge or for payment, to integrally or partially execute the obligations of the debtor. (2) A future obligation or an affected one can also be guaranteed through fidejussion. Article 1148. The fidejussion contract form In order to be valid the fidejussion contract has to be concluded in writing. In the case when the fidejussor executes the obligation the informality is considered removed. Article 1149. Lack of debtors approval at a fidejussion conclusion A person can become a fidejussor without the debtors approval or his awareness. Article 1150. Multiple Fidejussion (1) Fidejussion can be provided both for the main debtor and for fidejussor. (2) The further fidejussor, who has taken the obligation to execute the obligations of the previous fidejussor is responsible before the previous fidejussor and the latter is responsible before the main debtor. Article 1151. Fidejussion background (1) The fidejussion can result from the agreement of the parties, can be imposed by law or can be enforced by Court. (2) A debtor who is obliged to supply a fidejussion has to propose a physical person, resident of the Republic of Moldova or an interested legal person in the Republic of Moldova who owns sufficient assets in order to guarantee the obligation. In the case when the proposed person is
not accepted the debtor has to nominate another person. This rule doesnt apply when the creditor has claimed a certain person as a fidejussor. Article 1152. The right of guarantee substitution The debtor who is to supply a fidejussion legal or judiciary can give another sufficient guarantee. Article 1153. Fidejussion Limits (1) The fidejussion can not exceed the debtor debt and can not be made in more onerous conditions. (2) The fidejussion that exceeds the debtors debt or is made in more onerous conditions is valid in the limits of the main obligation. (3) Fidejussion can be contracted for a part of the obligation and in less onerous conditions. (4) The obligation of the fidejussor doesnt enlarge after the fidejussion takeover though legal or judiciary acts made by the main debtor. Article 1154. Extending fidejussors obligations (1) The fidejussor is responsible in all the cases up to the largest sum stipulated in the fidejussion contract. (2) Up to this maximum sum the fidejussor is responsible in the absence of another clause for: a) the total of the debt, starting from the respective moment, especially when the main debt has been modified because of the debtors guilt or delay of the main debtor, but in case of contract stipulated fine/penalty or a global compensations provided for the contract termination only when it was expressly agreed/concluded. b) the expenditures referring to the contract determination and suit, if they are to be reimbursed by the main debtor as long as the fidejussor has been offered the possibility, in useful time, to avoid them by creditors requirements observation. c) The interests indebted by the main debtor if it was expressly agreed. Article 1155. Relationships between the fidejussors. (1) In the case when more fidejussors have presented fidejussion for one and the same debtor and for one and the same obligation, the fidejussor that executes the obligation has a right of recourse against the others. (2) In the case of insolvency of one of the fidejussors his part is distributed proportionally between the other fidejussors. Section II. Creditor and fidejussor relationships Article 1156. Obligation of the creditor to inform (1) The creditor is obliged to supply at the fidejussors demand all necessary information to the content and modality of the main obligation and referring to the stage of its execution. (2) The fidejussor can not preliminary refuse the right of being informed. Article 1157. The fidejussors responsibility (1) In the case when the main obligation is not executed the fidejussor and the debtor are both obliged before then creditor, if nothing else is stipulated in the contract.
(2) The parties can conclude that the fidejussor is obliged to pay the debt only after debtors pursuit. In this case the fidejussor has to indicate the debtors goods and to advance the expenditures necessary for the goods pursuit. Article 1158. Exceptions that the fidejussor can claim (1) The fidejussor can oppose to the creditor all the exceptions that the debtor could oppose. In case of main debtor demise the fidejussor can not make himself prevail under the fact that the heirs have limited responsibilities of the debtors obligation. (2) The fidejussor doesnt lose the right to invoke an exception only because of the fact that the main debtor refuses to do this. (3) The fidejussor can refuse to observe the creditors claims as long as the debtor has the right to suit the act that stays at the basis of the obligation. (4) The right provided in paragraph (3) of the present article works for the fidejussor also in the case when the creditor can satisfy his claim towards the main debtor through debt compensation. Article 1159. Creditors guarantee limitations If the creditor limits, in the fidejussors disadvantage, some collateral rights or other guarantees or rights that exist at the moment of fidejussion conclusion or further obtained by the main debtor and referred to as rights guaranteed by fidejussion, then the fidejussors obligation limits at the level of the limit of the guarantee. Article 1160. Fidejussors solidarity (1) In the case when more persons supplied fidejussion to a creditor for one and the same obligation, every of them is obliged for the whole debt if the parties have not concluded about the division benefit. (2) In case when they have concluded about the division the fidejussors can claim that the creditor should divide his action and reduce it to the part that every of them owes. Article 1161. Information about delay in obligation execution If the main debtor is late in his obligations execution the creditor has to inform the fidejussor about it. Article 1162. Fidejussors subrogation in the creditors rights (1) The fidejussor who has executed the main obligation subrogates in the rights the creditor had over the debtor. The exceptions of the main debtor based on the relationship between him and the fidejussor remain the same. (2) After the fidejussor executes the obligation the creditor is obliged to remit the documents/papers that attest the claim against the debtor as well as to hand over to him the rights that guarantee this claim.
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Section III. Relationships between the fidejussor and the debtor Article 1163. Introduction to the debtors case (1) If a suit against the fidejussor he is obliged to include the debtor. If not so the debtor has the right to invoke in the recourse action of the fidejussor all the exceptions that could have claimed the creditor. Article 1164. Recourse against the debtor (1) The fidejussor that has executed the main obligation has the right of recourse against the debtor in the value of sums he reimbursed, including the sum of main debt, the interest as well as all fidejussion expenditures. (2) The fidejussor has no right of recourse against the debtor who has reimbursed the debt because the fidejussor didnt inform him about the reimbursement. (3) The fidejussor can sue against the debtor even before reimbursing in the case when the fidejussor in suit for the payment or if the debtor has decided to dismiss/release him from fidejussion in a stipulated period of time and it had expired. (4) In the case when there are more solidary debtors the fidejussor that has supplied the fidejussion for all these debtors has a right of recourse against each of them for a full recovery of everything he had reimbursed. Article 1165. Fidejussors demand to be released (1) In the case when the fidejussor has taken an obligation at the main indication, or under the fidejussion execution has the rights of mandatory over the main debtor based on business management regulations, he can demand from the latter to be released from fidejussion if: a) the assets of the main debtor has considerably worsened; b) the suit because of change of place, residence, headquarters c) the main debtor is late in executing his obligations; d) the creditor has obtained a court decision invested with the execution against the fidejussor; (2) In the case when the main obligation is not due, the main debtor can give guarantees to the fidejussor instead if releasing him. Article 1166. Fidejussors information about obligation execution by the debtor. The debtor who has executed his obligation guaranteed through the fidejussion has to inform the fidejussor about it as soon as possible. If he doesnt do so the fidejussor, who has executed the obligation keeps the right of pursing a recourse action against the debtor. Section IV. Fidejussion termination Article 1167. Fidejussors right of termination (1) If the fidejussion has been concluded for the guarantees of future or non-finished actions or no fidejussion term has been established, the fidejussor has the right, after three year pass from the fidejussion conclusion, to terminate the contract with a three month preliminary notice to the creditor, main debtor and other fidejussories. (2) A fidejussion established for a term can be terminated after 5 years with a three month advance notice.
(3) The fidejussion still exists after the termination only for the already appeared obligations even if this are affected by different modalities. Article 1168. Modification and redemption of the guaranteed obligation (1) The fidejussion finishes when the main obligation is redeemed. (2) The fidejussion finishes when the guaranteed obligation is modified without fidejussors acceptance, when this modification evokes bigger responsibilities or other unfavorable consequences for the fidejussor. (3) The fidejussion finishes when the guaranteed debt is transmitted to another person if the fidejussor has not accepted to guarantee the execution of the obligation to a new debtor. Article 1169. Fidejussors demise The fidejussion finishes in the case of fidejussors demise. Any other contrary clause is void. Article 1170. Subrogation impossibility The fidejussion finishes when, because of creditors fault, the fidejussors subrogation into the creditors rights can not take place. The fidejussor in this case is released under the suffered prejudice. Article 1171. Fidejussion termination through term expiry (1) The fidejussion finishes when the term for which it has been provided expires. (3) In the case when the fidejussion term is not stipulated it finishes if the creditor during a year term from the maturity of the guaranteed obligation has not suit the fidejussor. CHAPTER XXI. Franchising Article 1172. Franchising contract The franchising contract is a contract of successive execution in time through which independent enterprises take a mutual obligation to promote goods and service marketing through specific supplies by each of them. Article 1173. Contract form and clauses (1) The franchising contract is concluded in writing under the nullity sanction. (2) In the text of the contract, along with mutual obligations of the parties clearly stipulated, contract duration, regulations of termination and renewal and other important elements of the contract, a complete description of the program of franchising provisions is presented. Article 1174. Franchisers obligations (1) The franchiser is obliged to put at the franchisers disposal a totality of incorporated goods, rights, trade marks, samples, arrangements, awards, dispatch other supplies and retailing concepts or data and knowledge useful for market promotion.
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(2) More over the franchiser is obliged to protect the common supplying program from the interventions of the third party, he also has to continually improve it, as well as to support the franchisee in his activity through counseling and professional training. Article 1175. Franchisers obligations The Franchiser is obliged to pay a sum of money, the value of which is calculated in fact as part of sales and that should correspond to the contribution of the franchising program to the selling volume. He is also obliged to use the franchising program actively and with the diligence of good enterprise as well as to procure goods and services through the franchiser or through a person nominated by the franchiser if the respective step has direct link to contracts objectives. Article 1176. Obligation of information and confidentiality At the contract conclusion the parties have the mutual obligation to fully and openly inform the other party about the circumstances that refer to the franchising and to put at the disposal of the other party the necessary information according to the good faith principle. The parties are obliged to keep the secret of confidentiality data, inclusively in the case when the contract is not further concluded. Article 1177. Contract duration (1) The contract duration is determined by the parties taking into consideration the requirements of goods and services dispatch/ retail that were stipulated in the contract. (2) If the term is not stipulated and exceeds the period of ten years, any of the parties has the right to terminate the contract with an year advance notice. If non of the parties exercises the termination right, the contract is prolonged for two years further and further. Article 1178. The obligation of loyal competition (1) The parties are obliged to a loyal competition even after the contract termination. In this sense, a loyal competition interdiction can be imposed to the franchiser, but, it can not exceed the period of more than one year. (2) If the competition interdiction jeopardizes in consequence the professional activities, the franchiser has to be paid a corresponding financial compensation, even of the contract was terminated. Article 1179. The franchisers responsibility (1) The franchiser is responsible for the rights observation and extension as well as for the knowledge and data referring the franchising supplying program. (2) If the mentioned rights dont exist, and the franchiser violates, in a faulty way, other obligations, the franchisee has the right to diminish the sum of money paid to the franchiser. The diminishing sum is calculated in case of disputes under an independent experts opinion. The costs of the expertise are covered by the party whose proportion estimation is the most different then the one established by the expertise.
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CHAPTER XXII. Intermediation Section I. General provisions Article 1180. Intermediation contract The intermediation contract is a contract according to which a party the intermediary takes an obligation before the other party, the client, to act as an intermediary in concluding one or more contracts between the client and a third party. Article 1181. Remuneration payment for intermediation (1) (2) (3) (4) (5) The person who offers a remuneration for the contract intermediation or for a contract conclusion possibility indication is obliged to pay the remuneration only when the contract is concluded as result of the given indications. When contract conclusion under a suspensive condition the remuneration can be charged only after the condition is fulfilled. If the remuneration value was not stipulated an ordinary remuneration for such activities is paid. The intermediary person can not charge an advanced payment and, can not accept such an advanced payment, from the remuneration paid according to the present article. The clause that derogates from the rules of the present article is void.
Article 1182. The right to other payments/bonuses (1) For the services supplied by the intermediary and that can not be considered intermediary activity but are stipulated in the contract, a remuneration can be agreed upon not taking into consideration the fact if the contract was concluded or not as a result of this activity. (2) The clause that provide compensation of expenditures that were not necessary for the intermediary activity or for unproved expenditures is ineffective. Article 1183. Exclusive intermediation contract (1) In the case when the client takes the obligation for a certain period of time not to employ another intermediary (exclusive intermediation) the intermediary is obliged during this period of time to focus his activities in the direction of intermediation or contract conclusion possibility indication. (2) If the client violates the obligation stipulated in paragraph (1) of the present article the intermediary can claim compensation in the case when a contract with the third party is concluded through another intermediary. A globally corresponding compensation can be stipulated in the contract not taking into consideration the proof of the prejudice. The compensation can not exceed 2.5% of the sale cost if the contract concluded in an intermediation or a contract conclusion possibility in the field of buying selling activity. The clauses that derogate from the provisions of the present paragraph to the clients disfavor shall not be effective. (3) The determination of the exclusive intermediation contract shall done in writing. Article 1184. Intermediation contract determination (1) The intermediation contract can be terminated any time without advance notice if no term was agreed.
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(2) The contract of exclusive intermediation can be terminated only in case of justified reasons and with a two-week advance notice. Article 1185. Remuneration and compensation exclusion (1) The intermediary claims to remuneration and compensation payments or of expenditure recovery are excluded in the case when the contract with the third party refers to an object that belongs to the intermediary. This rule is also applied when special circumstances prove the suspicion that the intermediary person is affected in his capacity to represent the client. (2) The intermediary conserves his claims on remuneration or on expenditure recovery if he indicates in writing to the client, before the contract conclusion with the third party, the circumstances that justify the suspicion of the prejudice. (3) The provisions of paragraph (1) of the present article are also applied in the case when somebody else has acted on the intermediarys account or has concluded the contract on the third partys account. (4) The intermediary loses his rights to remuneration or expenditure recovery if he has acted contrary to the contract provisions for the third party as well. (5) The clauses that derogate from the provisions of the present article are void. Section II. Renting intermediation Article 1186. Regulation applied at renting (1) To the contract, in which a person takes the obligation to intermediate or to indicate the renting possibility general regulation are applied as long as nothing else results from the provisions of the present section. (2) The rules of renting do not apply to the contracts that provide intermediation for tourist rent. Article 1187. Exclusion of remuneration and claim coverage of the rent intermediary (1) The claims of the house estate intermediation referring remuneration payment and damage coverage or expenditure compensation are excluded when: (a) through an intermediation contract the rent of the place has been only prolonged or modified; (b) a rent contract has been concluded for the room that was in the intermediarys administration; (2) The rent intermediary can not conclude, for the intermediation service or the indication services, on other remuneration beside the remuneration stipulated in paragraph (1)x of article 1182 of the present Code. (3) Clauses that derogate from the present provisions of the present article are void. Section III. Loan intermediation Article 1188. Loan intermediation regulations For a contract when somebody takes the obligation to intermediate a third party with a loan or to indicate a possibility of obtaining loan intermediation the general regulations are applied as long as nothing else is provided by the norms of the present section.
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Article 1189. Form and content of intermediary loan contract (1) The contract is concluded in writing. (2) The contract has to stipulate the intermediarys remuneration as part of the loan. It should be also mentioned the volume, the term., the interest, depreciation of the loan with indication on payment duration, its rate, the interest duration, the costs of the loan as well as the effective annual interest, the total sum that is to be paid by commissioner together with name, address, and family name of the loan taker. (3) The provision of paragraph (2) of the present article are not applied if the task of the intermediation or possibility indication is directed to a loan arranged through a mortgage, or a loan that is directed to an estate business or a loan given to a commissioner for the realization of his professional activity, commercial activity, public activity or job functions. Article 1190. Remuneration of the intermediary (1) The client is obliged to pay remuneration only in the case when as result of the intermediation or possibility indication the client obtains the loan. A convention concluded through derogation in the clients disadvantage is void. (2) The intermediary agent can not agree, besides the remuneration provided by paragraph (1) of the present article, about any other money reimbursement for the service supplied through this intermediary activity or possibility indication of a loan, contract conclusion. Section IV. Commercial Intermediation Article 1191. General provisions (1) A commercial intermediary is considered a person that performs a personal activity for other persons, without permanent warranties, on contract basis, and who refers to intermediation of acquisition contracts, or selling of goods and securities, of insurance, bank operations, goods transportation, rent of goods of commercial circuit. (2) The provisions of the present section dont apply to the intermediation of other actions besides those stipulated in paragraph (1) of the present article and operations of estate goods. Article 1192. Final content of the contract (1) Except the case when it is exonerated by the parties through local practices effect the commercial intermediary is obliged immediately after the transaction execution to put at every party disposal the final text of the contract, signed by him, where the contract parties should be notified, the object and conditions of the transaction, and in the case of goods or securities acquisition their type and quantity, the price and delivery term. (2) In the case of legal acts that can not be locally executed the final text in put at the disposal of the parties to be signed and each of the parties is sent the final text that is signed by the other party. (3) If any of the parties refuses to receive or to sign the final text of the contract the commercial intermediary will without delay inform the other parties about this.
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Article 1193. Specified commitment (1) If one of the parties receives the final text of the contract and the intermediary person has to indicate there the other party than the first party will be obliged under the convention with the further indicated party if justified objections could not be claimed to this. (2) The nomination of the other party is done in useful time at the place of final notice emission and if these are absent in a corresponding time. (3) If the person is not nominated or there are justified objections against it the party has the right to submit claims to the commercial intermediary referring the contract execution. This right doesnt work if the party doesnt immediately declare to the commercial intermediary, at his demand, that it demands the contract execution. Article 1194. Sample keeping (1) As long as the parties or local custom and the nature of the goods allow the commercial intermediary will keep the samples of the goods sold through its indication till the good is received without any objections or till the act is finalized in a different way. (2) The commercial intermediary will mark the sample in order for this to be recognizable. Article 1195. Lack of payment cash warranties The commercial intermediary shall not be considered entitled to accept a payment or another form of remuneration provided by the contract. Article 1196. Commercial intermediarys responsibilities The commercial intermediary is responsible before both parties for the damages caused because of his fault. Article 1197. Right to claim remuneration from both parties If the parties did agree on commercial intermediary remuneration in the absence of local custom that can stipulate differently, every of the parties will be obliged to reimburse half of the remuneration amount. Article 1198. Commercial intermediary record book (1) Commercial intermediary is obliged to keep records where he will daily register all concluded acts. The records are registered in chronological order. The commercial intermediary will sign daily for every record put down. (2) The register of commercial intermediation is applied the regulations referring to commercial registers. Article 1199. Presentation of excerpts from the intermediarys register The commercial intermediary is obliged to present excerpts from the register to the parties as many times as they ask for it. The excerpts will bear the signature of the commercial intermediary and will cover all relevant data for intermediate points in it.
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CHAPTER XXIII. Trade/Sales Agent. Professional Commissioner Section I. Trade/sales agent Article 1200. General regulations regarding the trade/sales agent. (1) The trade/sales agent is the natural person- independent entrepreneur, who was entrusted permanent warrants at trade contract conclusion or agency, with goods, rights and services in the name and on the account of another enterprise (principal). (2) According to this Code the person who: a) being an employee of the principal has the competence to conclude obligatory contracts for the principal; b) being a partner, he has the right to conclude mandatory contracts for his partners; c) is the administrator of the reorganization or the abolition in the process of insolvency; d) activates at the commodity exchange; is not a trade/sales agent. Article 1201. The duties of the trade agent (1) The trade agent is obliged to represent honestly the interests of the principal. (2) The trade agent is obliged to take the right measures during negotiations, as well as if necessary, to conclude contracts at the principals indications, to show the principal all the necessary information, that is at his disposal, to fulfill the reasonable indications given by the principal. Article 1202. The principals duties The principal is obliged to respect the principle of good-will/faith in relations with the trade agent. Particularly, the principal is obliged to put at the trades agent disposal all the necessary information for the execution of the agency contract, to notify the trade agent in reasonable terms if it is expected that the volume of the commercial transactions will be considerably lower then the agent would normally suppose/assume, as well as about the acceptance, refusal or the nonexecution of a commercial contract, proposed by the agent. Article 1203. Remuneration of the trade agent (1) The trade agent has the right to remuneration for the services performed for the principal according to the agency contract. (2) If the sum of the remuneration was not stipulated, it is considered that was agreed upon an ordinary remuneration in this domain of activity. In case of impossibility of agreement upon an ordinary remuneration, the trade agent has the right to a reasonable remuneration for the service performed to the principal, taking into account the circumstances in matter and the principle of equality. Article 1204. Commission remuneration (1) The remuneration can be entirely or partially paid in the form of commission remuneration, meaning remuneration that varies in dependence on the value of the legal trade acts. (2) The trade agent has the right to commission remuneration for the legal acts concluded during the period of the validity of the agency contract, if and to the extend that: (a) the legal act was concluded because of the actions of the respective trade agent;
(b) the legal act was concluded with a third party, that previously had become the client of the principal as the result of a similar transaction, due to the actions of the trade agent. (3) The trade agent will have the right to commission remuneration, as well, for the legal acts, concluded during the validity of the agency contracts, in case that the agent has the exclusive right, licensed by the principal according to the agency contract, to lead negotiations or to conclude contracts in the name of the principal, on a certain territory or for a certain group of clients, and if a contract was concluded with a client from the territory or from that certain group. (4) The trade agent has the right to a commission trade for the legal act concluded after the contract is no longer valid, if: (a) according to the provisions from paragraphs (2) and (3) of this article, the proposal to contract (demand and supply) from the third party was chequeed and signed by the principal or by the trade agent, till the agency contract is still valid. (b) the legal act was concluded as a result of the trades agent actions, during a reasonable period of time from the moment of the cessation of agencys contract validity. (5) the trade agent doesnt have the right to commission remuneration, according to the paragraphs (2) and (3) of this article, if the commission remuneration must be paid according to the (4th) paragraph of this article, to the previous trade agent, excluding the case when it is reasonable to divide the commission remuneration between the two agents. Article 1205. Terms of payment of the commission remuneration (1) the trade agent has the right to commission remuneration also according to the way in which the legal act was executed. At the agreement of the parties the right of the trade agent to remuneration works from the moment of the appearance of the principals obligation to execute the legal act concluded with the third party or from the moment of its execution by the third party. (2) The commission remuneration must be later than the last day of the month, during which the agent obtained the right to commission remuneration. There cannot be derogation from the provisions of this paragraph in the disadvantage of the trade agent. Article 1206. The cessation of the right to commission remuneration (1) The right to commission remuneration ceases if it is attested that the contract between the principal and the third party was not executed, with the condition that the principal has no fault for this non-execution. There cannot be derogation from the provisions of this paragraph in the disadvantage of the trade agent. (2) The commission remuneration that the agent has already received must be recovered in case of the cessation to the right to this remuneration. Article 1207. Presentation of information concerning the calculations of the remuneration (1) The principal is obliged to present to the trade agent, in written form, the calculation of the commission remuneration, upon which he has the right. This calculation must include the most important elements used to determine the commission remuneration. (2) The trade agent has the right to obtain information, including record and document extract which are at the disposal of the principal and which the trade agent needs for chequeing the remuneration he is entitled to. (3) There cannot be derogation from the provisions of the paragraphs (1) and (2) of this article in the disadvantage of the trade agent.
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Article 1208. The agency contract form (1) The agency contract can be concluded in written form or orally. (2) Each party has the right to demand the conclusion of the contract in written form or to receive from the other party a document that stipulates the obligations which a certain party has taken according to the agency contract. Article 1209. The existence of agency contract (1) The contract between the trade agent and the principal can be concluded on an indefinite/unlimited period of time. (2) If the parties continue to execute their obligations according to the agency contract, concluded on a certain period of time, the contract is considered extended for an indefinite period of time. Article 1210. The cessation of the agency contract (1) The agency contract concluded or extended for an unlimited period of time can cease at the initiative of any party, by notifying it to the other one party. (2) The term of notification cannot be less than a month during the first year from the time of concluding the contract, two months- during the second year from the date of concluding the contract and three months- during the third year and the next years from the date of concluding the contract. The parties cannot stipulate in the contract shorter terms of notification. (3) If the parties decide upon some longer terms of notification, than the others mentioned in paragraph (2) of this article, the term of notification provided for the principal cannot be shorter than the term of notification provided for the agent. (4) The cessation of the notification must correspond with the end of the calendar month, if in the contract is not written otherwise. Article 1211. Competition clause (1) The parties can stipulate in the agency contract a provision that would limit the commercial agents activity in the domain that the principal is activating after the contract relationships have finished (competition clause). (2) The competition clause is valid if: (a) Is concluded in written form; (b) Refers to a geographic territory, or a category of clients and to a geographic territory and to the same type of goods, works or services that are provided by the agency contract; (c) doesnt violate the norms of the law on Competition Protection and Monopolistic Activity Limitation of the Republic of Moldova; (3) The competition clause is valid for a period of maximum two years from the time of contract relationship finalization. Article 1212. Damage recovery and compensation (1) When contract relationships are finished the commercial agent can claim a corresponding compensation if: (a) the agent has attracted new clients for the principal, or has considerably exceeded the transactions with the existing clients and the principal will obtain important profit from the transactions with the respective clients;
(2) (3) (4)
(5) (6) (7)
(b) Compensation recovery should be fair, taking into consideration all the circumstances and, in particular, the commission remuneration that the commercial agent would have received in case of contract relationships continuation on the account of legal acts already concluded or that were to be concluded in the future with the clients attracted by him, or the competition clause provided by the agency contract according to article 1211 of the present Code. The compensation volume cannot exceed the sum of agents year remuneration calculated in the average for the last five years of the agents activity. In the case when the contract relationship is shorter the average volume of remuneration of this period will be calculated. The compensation reimbursement deprives the agent from the rights on prejudice recovery. The commercial agent has the right to claim recovery of the prejudice that was a result of his contract relationships with the principal. It is considered that the prejudice can be caused by contract relationships termination under the consequences of which: (a) the agent loses the commission remuneration that he would have received if he executed the agency contract provided that the principal has obtained a considerable benefit linked to the agents activity; (b) the commercial agent has no possibility to compensate the expenditures he has suffered in the process of agency contract execution under the principals indications. The right on compensation provided by paragraph (1) of the present article and on prejudice recovery provided by paragraph (4) of the present article can be effected by the heirs if the contract relationships finish because of the agents demise. The claim on compensation and prejudice recovery should be submitted during one year after the commercial relationship termination. Compensation and prejudice recovery is not reimbursed in the following cases: (a) the principal had the right to terminate the contract because of the agents fault; (b) the contract relationships terminated at the agents initiative, except the cases when this has been caused by the principals behavior, or because of the agents age or health deterioration under the circumstances of which he was not able to continue his activity within the agency contract. (c) According to the principals agreement the commercial agent transmits his agency contract rights and obligations to a third party.
Section II. Professional Commissioner Article 1213. General regulations (1) According to the present Chapter a professional commissioner is considered a person (further-commissioner) that, in the framework of his permanent commercial activity, takes the obligation to conclude contracts of goods or securities under his own name but on the account of another person (the principal). (2) To the commissioners activity that is not regulated by the rules of the present section the rules on commercial agent are applied. (3) Norms of the commission contract are applied, unless the provisions of the present article provide otherwise. Article 1214. Commissioners obligations (1) The commissioner has to execute his obligations that he had assumed with the diligence of a good commercial agent.
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(2) The commissioner will present the necessary information to the principal, he will especially, without delay, inform him about the commission execution and will give the principal his part from the respective execution. (3) The commissioner can be responsible for the execution of concluded legal acts if together with the commission execution notification he will not indicate the third party with whom he concluded the legal act. Article 1215. Effect of principals indications violations In the case when the commissioner didnt comply with the principals indications he will be obliged to recover the prejudice caused to the principal. At the same time the principal has the right not to recognize the effects of the legal act concluded in such a way. Article 1216. Price limits (1) In the case when the commissioner has executed a sale at a lower price than the one agreed, or if he increased the price, the principal, at the intention to refuse the convention as not concluded on his account, has to immediately declare about this after the convention conclusion notification, in a contrary case the deviations from the stipulated price is considered accepted. (2) If the commissioner, together with the convention conclusion notification, declares that he is disposed to recover the price difference, the principal has no right to refuse the convention. The right of the principal to charge a prejudice compensation higher then the price difference is not affected. Article 1217. Convention conclusion at a more advantageous condition (1) In the case when the commissioner concludes a convention at a more advantages conditions then one stipulated by the principal the advantages go on the principals account. The present provision is particularly effective in the case when the selling price is higher then the lowest price stipulated by the principal or if the purchasing price doesnt reach the highest price concluded by the principal. Article 1218. Commissioner Remuneration (1) In the case when the convention is executed the commissioner can claim the commission payment. (2) Even if the convention was not executed the commissioner still has the right to delivery commission if this is provided by local rules. (3) The commissioner will have to claim the commission payment even in the case when the execution of legal acts concluded by him didnt take place but this is on the account of the principals fault or on the account of his personality. Article 1219. Commission commodity deterioration If the commodity conveyed to the commissioner is deteriorated or has certain vices attested at the examination /cheque and sign/ the commissioner, in relationship to the carrier and the principal is obliged to assure the proof of the goods condition and to immediately inform the principal about it. In a contrary case the commissioner will be obliged to recover the prejudice.
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Article 1220. The commissioners responsibility for the commodity (1) The commissioner can be responsible for deterioration or loss of the commodity that resulted from the circumstances that could not be avoided through the care of a good commercial worker. (2) The commissioner is responsible for the f act that the commodity was not insured only in the case when the principal has ordered to him to do the insurance. Article 1221. Advance payment and loan for the commission contract execution (1) In the case when the commissioner has given a loan or an advance payment to a third party, without the principals approval it is at his own risk. (2) If local commercial practices provide a delay in the purchase cost payment, in the absence of contrary indications from the principal the same right will be applied to the commissioner. (3) In the case when the commissioner, not being entitled, performs a credit sale he is obliged in the absence of other indications from the principal to immediately reimburse the purchase price on the principals account. Article 1222. Similar Conventions The regulations of the present sections are applied, if nothing else provide, or the nature of the relationships doesnt show the contrary, to the case when the commissioner, practicing personal commercial activity takes the responsibility to conclude under his name and on other persons account legal acts different than those stipulated in article 1213 of the present Code CHAPTER XXIV. Bank Contracts and Transactions Section I. Bank deposit Article 1223. Contract of bank deposit (1) The bank deposit is a contract through which one of the parties the bank or other financial institution legally authorized (further bank) receives from its client, deponent, or from third parties in the deponents favor, a sum of money which it obliges to reimburse to the deponent in a certain term (time deposit) or at the demand (deposit at call). (2) To the relationships between the bank and the deponent are applied the previsions referring the loan and the current account, if they dont violate the provisions of the present chapter and the nature of the bank deposit. Article 1224. The form of the deposit contract The contract of the bank deposit has to be concluded in written form. The written form of the contract is observable, if the bank remits a saving book to the deponent, a deposit certificate or any other document that attests the money deposited and that corresponds to the legal requirements and bank practices. Article 1225. Interest (1) The bank pays an interest to the deponent in the volume and way stipulated by the contract, but in the case when the contract doesnt stipulate the volume of the interest this identified by
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the stipulations of article 619 of the present Code. The parties can conclude for that the bank not to pay interest to the deponent. (2) The bank can not unilaterally decrease the volume of the interest, except the cases stipulated by the law or by the contract with a prior notice of at least 15 days. Article 1226. Interest order of calculation and payment (1) The interest for a bank deposit is calculated starting with a second day after the deposit performance, till the previous day of the deposit reimbursement or this settled under the justification of other legal acts. (2) If the deposit contract doesnt stipulate anything else the sum for the deposit interest is paid to the deponent at his demand at the expiry of every semester, and the untaken interests during this term are added to the deposit sum from which it is further calculated. (3) When the sum is reimbursed, the whole interest is paid, calculated till that moment. Article 1227. Bank secret (1) The bank guarantees the secret of information referring to the business relationship of the client. (2) The information that constitutes the bank secret can be offered only to the clients demand personally or to his representative. The bank can offer such information to the representatives of public authorities only in the cases stipulated by the law. (3) In case of secret disclosure by the bank of the information that constitutes the bank secret the client whose rights are violated claims the damage compensation. Article 1228. Time- and call deposit (1) Indifferent of the type of deposit the bank is obliged to reimburse integrally or partially the sum deposited at the first demand of the deponent under the condition of an advance notice according to the parties stipulation or bank practices. Any other contrary clause in the disadvantage of the deponent is void. (2) In the case when the deponent is reimbursed, integrally or partially, the deposited sum before the expiry of concluded time, the interest is calculated in the volume provided for call deposits, unless the contract provides otherwise. (3) In the case when the deponent doesnt demand the reimbursement of the deposit at the expiry of the stipulated term, the contract is considered prolonged under the conditions of a call deposit. Section II. Current bank account Article 1229. The contract of the current bank account The bank current account is a contract through which the bank takes the obligation to receive and register on the clients account (account holder) the sums of money deposited by the client or other third parties in cash or by transfer from other persons account, to execute in the limits of the disposable of the account the clients orders referring the transfer of some sums to other persons, cash withdrawals as well as to perform other operations in the clients account under his warranty in compliance with the law, the contract and the bank practices, but the client can be obliged to reimburse remuneration for the provision of stipulated services
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Article 1230. Owning sums of money on the account (1) The holder of the account is free to dispose sums of money that are on his account in any time, except the cases when under parties approval an advance notice term is agreed. The client has the right to revoke his indications referring the sums dispositions. The revocations have effect if they are accepted by the bank before the execution of the respective indications. (2) The person authorized to dispose money sums that are on the account are indicated by the client through presentation of special documents stipulated by the law, contract or bank practices. (3) The identification of persons authorized to dispose the money sums on the account is performed by the bank on the basis of signatures or other means of identification. Article 1231. The clients orders and indications (1) The bank has to perform the operations in the clients account only under his orders. The bank can not perform operations in the clients account without his orders except the cases provided by law or contract. (2) In case of operation performances in the clients account the bank is obliged to follow the indications of the account holder in the limits of the contract stipulations. (3) If the bank doesnt execute all deviates from the holders indications, in cases when it cannot be considered that the latter would have approved it, the bank is obliged to pay compensations. A sum that is incorrectly debited in the clients account has to be registered again in the credit. (4) The relationships between the bank and the client are applied the regulations referring to the agent contract if they dont violate the provisions of the present chapter and the nature of the bank account. Article 1232. Operation accountability and account statements The bank keeps the accountability of the account through registrations in its credit and debit of all performed operations having the obligations to transmit to the client, in agreed terms account statements about its situations. The account holder can as well demand information and explanations about his account and about the circumstances of any operations effected in the account. Article 1233. Mutual claims of the bank and the client (1) The bank owes the client an interest for the usage on the means from his account, unless the contract provides otherwise. (2) Mutual claims of the bank and the client are resolved through compensation. Article 1234. Contract determination (1) The contract concluded for an uncertain time can be terminated any moment by any of the parties, under the condition of an advanced notice stipulated by the contract or bank practices, and in there absence, 15 days. (2) The bank can terminate the contract only in the condition that the holder will be able to use another possibility of performing transfers if there is no justified reason for termination.
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Article 1235. Confidentiality (1) The bank is obliged to keep the secret of any facts that it got aware of as result of business links of the client. Such obligation doesnt exist if anything else results from a legal act or if it refers to general information the disclosure of which doesnt prejudice the justified interests of the client. (2) The obligation of confidentiality is valid even after the contract relationship termination. Article 1236. Cheque cash in and payment (1) The bank is obliged before the client, even in the absence of an additional contract, to cash in trough intermediation of presenting in time to the drawee bank the cheques presented by the client and in cases of not cashing to take the necessary measures of assurance. (2) In case of a corresponding contract the bank is obliged to cash the cheques written by the client in the limits of the credit. Section III. Bank credit Article 1237. General provisions referring the contract of bank credit. (1) Trough a bank credit contract a bank (creditor) takes the obligation to put at the disposal of another person (debtor) a sum of money (credit) and the debtor takes the obligation to reimburse the received sum and to pay the interest and other payments stipulated by the contract. (2) The bank credit contract is concluded in written form. (3) To the bank credit contract are applied the provisions of the present code referring the loan contract, as long as the provisions of the present chapter do not stipulate different or the contrary doesnt result from the nature of the bank credit contract. Article 1238. The interest to the bank credit (1) The parties of the bank credit contract can conclude other a fixed or floating interest. (2) In the case when the parties have concluded other a floating interest the volume of this can be modified by the parties conclusion. (3) The creditor cannot modify unilateral the rate of interest except the cases provided by law or contract. In the cases when the contract stipulates the banks right to modify the rate of the interest this will be done in dependence of the refunding rate of the National Bank, rate of inflation, market evolution, taking into consideration the rules of equity. (4) The creditor will inform the debtor in writing about the modification of the interest volume in 10 days before the modification. The new volume of the interest will be applied to the credit balance at the date of modification. Article 1239. Commission Besides the interest, the parties can agree upon commission on current account. Article 1240. Current account credit (1) The credit can be offered by putting a sum of money (credit line) at the disposal of the client, which the debtor can use under his functions and necessities.
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(2) The interest for the credit in current account is calculated taking into consideration the effective sum of the credit used in a certain period of time. Article 1241 Reimbursing guarantees of the credit (1) The parties can conclude over real guarantees arrangements (collateral, mortgage), personal (fidejussion) or other guarantees common in the bank practice. (2) If the creditor appreciates the guarantees of the credit reimbursement as insufficient he has the right to claim the constitution of additional guarantees. In the case the debtors refusal to offer additional guarantees demanded by the creditor, the creditor has the right to diminish the sum of the credit according the level of guarantees diminish or to terminate the contract. (3) The creditor is obliged to release the assurance measures that get over the limit of agreed guarantees. Article 1242 Contract execution refusal (1) The creditor has the right to refuse the execution of his obligation of putting at the debtors disposal the credit, if after the credit contract conclusion: (a) There appeared circumstances, that certainly indicate the future incapacity of the debtor to reimburse the credit; (b) The debtor or the third party violates the obligation of reimbursing guarantees of the credit that the they have assumed, or other conditions submitted by the bank. (2) The creditor has the right to refuse to put at the debtors disposal further parts of the credit, in case the contract stipulates the credit to be offered by parts, if the debtor doesnt execute the contract conditions referring to the previous parts. (3) The debtor has the right to refuse the credit totally or partially. In this case he has to pay the creditor remuneration for the credit disposal (non-usage commission). (4) The exercise of the refusal right, stipulate in paragraph (1)-(3) of the present article is aloud under the condition that the party who refuses to execute the contract should notify the other party in a useful time before the moment of the execution of obligations that constitute the object of the refuse. Article 1243 Contract termination (1) The creditor can terminate the contract and charge the reimbursement of the credit sum and other payments in the following cases: a) debtor insolvency ; b) the debtor cannot offer guarantees that have been charged or has diminished them without the creditors approval c) the debtor doesnt reimburse the interest in the agreed time; d) the debtor hasnt executed the obligation to reimburse at least two parts of the credit, when the contract stipulates the credit reimbursement in parts; e) in other cases stipulated by law or contract. (2) The contract termination suspends immediately the credit usage, but the creditor will offer the debtor a period of time of at least 15 days for the reimbursement of the used sums and other payments. (3) The debtor can anytime announce about the contract termination that stipulates reimbursement of a floating interest under the creditors notification in 7 days from the day when he received the notification of interest modification. (4) The debtor can terminate the contract that stipulated a fix interest for a certain time if the obligation to pay the interest terminates before the agreed term of contract reimbursement
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and cannot agree over another interest. The advance notice term of contract termination is 15 days. (5) Contract termination for the reason indicated in point (d) of paragraph (1) of the present article is effective only when the creditor has offered the debtor a 15 days time for the debt sum payment and the payment was not done. Article 1244. Debtors responsibility (1) In case of the debtors non-execution of the obligation of credit reimbursement as well as of the obligations of interest reimbursement and other payments reimbursement, the creditor can claim some delay penalties in the way and volume provided by the law or contract. (2) In the case when the debtor is late with debt payments stipulated by the contract and the parties havent agreed about anything else, for the indebted sum is charged an interest of 5 % bigger than the rate of interest stipulate in the contract. (3) If the creditor has terminated the contract because the debtor was late in reimbursing the indebted payments, he has the right to an interest equal to the legal rate of the interest. This doesnt affect the creditors right or the debtors right to prove the cause of the prejudice bigger or smaller through the delay in credit reimbursement. Article 1245. Creditors responsibilities In the case when the bank doesnt execute its obligation of offering the credit the debtor can claim payment of some delay penalties in the way and volume stipulate by the contract. Article 1246. Prejudice recovery in case of anticipated reimbursement of the credit If the debtor reimburses the credit before the agreed term the creditor has the right to the compensation of the prejudice caused by an early reimbursement with deduction of saved sums and taking into consideration the fact that the bank could have offered another credit from these means. When the prejudice is calculated the failed benefit of the creditor and the avoid expenditures of the debtor are both taken into consideration. Section IV. Bank guarantee Article 1247. General regulations of bank guarantee (1) The bank guarantee is a written commitment assumed by a bank or another institution (the guarantee, guarantor), at the demand of another party (principal) to pay the principals creditor (beneficiary) a sum of money under the written demand of the beneficiary. (2) The guarantee assures the principals obligations execution of the guarantee for the beneficiary. (3) The principal of the guarantee is obliged to pay to the guarantor the agreed remuneration. (4) The obligation before the beneficiary constituted through the guarantee is independent from the main debt for the guarantee of which it was constituted, even if the guarantee makes reference to this. Article 1248. Guarantees non-revocation The bank guarantee cannot be revoked if it hasnt been concluded differently.
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Article 1249. Non-transferability of the guarantee The right over the guarantee is not transferable if in the content of the guarantee was not stipulated differently. Article 1250. Moment of guarantees effects The guarantee is effective from the moment of its emission, unless through the guarantee nothing else has been stipulated. Article 1251. Payment demand (1) If the guaranteed case appeared the beneficiary has to claim in written form his rights and to enclose the proving documents attested. The beneficiary has to stipulate what was not executed by the obligation of the principal. (2) The beneficiarys rights can be claimed only in the term stipulated in the guarantee. Article 1252. Guarantors obligations (1) When the guaranteed case, the guarantor has to immediately notify the principal of the guarantee. (2) In the case when the beneficiary has claimed his rights the guarantor is obliged to cheque in useful time and with corresponding care if all the conditions for the payment are met. He is obliged especially to carefully cheque the proving documents of the guaranteed case. Article 1253 Payment demand refusal (1) The guarantor has to refuse the claims coming from the guarantee if the guaranteed case didnt happen, if the presented documents dont correspond to the ones stipulated, if they are presented after the expiry term concluded in the guarantee. If the guarantor refuses the claims of the guarantee he is obliged to inform the beneficiary immediately. (2) If the guarantor finds out, before the beneficiary claims satisfaction that the main debt assured by the guarantee has already been reimbursed, is terminated or is not valid any longer, he has to inform the beneficiary and the principal about it as soon as possible. If the principal repeats the stipulation to pay after he was informed the guarantor is obliged to pay. Article 1254. Limits of the guarantors obligations (1) The obligation of the guarantor limits at the guaranteed sum payment. (2) If the bank guarantee doesnt stipulate anything else the responsibility of the guarantor before the beneficiary for non-execution of the obligation results from the guarantee and doesnt limit at the guaranteed sum. Article 1255. Reasons for guarantees obligation redemption (1) The guarantees obligation before the beneficiary is redeemed : a) through the reimbursement of the guaranteed sum. b) through expiry of the guarantees term. c) through beneficiarys refusal. d) Through the written confirmation of the guarantor that the beneficiary has refused.
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(2) the obligation redemption according to point a),b) and d) is independent from the guarantees letter to the guarantor. (3) The guarantor has to inform immediately the principal about the guarantees redemption. Article 1256. The principals obligations before the guarantor: (1) The principal is obliged to reimburse the guarantor the sum paid under the guarantee. (2) The right of compensation exists as long as the guarantor could have considered necessary the payments to the beneficiary under the agreement concluded with the principal. Section V. Register cheque/bank order/payment order Article 1257. General regulations on payment order (1) Payment order (further called payment order) is an order given by a person (principal) to a bank (order bank) to pay a sum in favor of another person (beneficiary) aiming at redemption of an existing money obligation before the principal and the beneficiary. (2) The payment order may be simple, in case when the sum cashing by the beneficiary is not conditioned to any other document presentation referring the payment aim or documentary, in the case when the sun cashing is conditioned by the beneficiarys presentation of some documents demanded by the principal. Article 1258. Payment order execution (1) The principal bank executes the payment order by transferring the indicated sum from the principals account to the beneficiary in the same bank or another bank (paying bank). (2) The bank will execute the payment order in the term stipulated by law, bank practices or how stipulated by the parties conclusion. Article 1259. Content of the payment order The payment order consists: A) name, address and number of bank account of the principal; B) name, address and number of bank account of the beneficiary; C) name and code an address of the order /principal bank; D) payment order; E) sum in letters and figures ; F) payment reason; G) in the case of documentary payment order the documents that should be presented by the beneficiary are indicated ; H) date of emission; I) signature of the person (persons) authorized by the principal; J) other data under National Bank regulations. Section VI. Cheque payment Article 1260. Cheque (1) The cheque is a negotiable title, which represents a written claim concluded according to law previsions containing the unconditioned order given by the drawer to the drawee on order to
pay at call a certain sum to the cheque presenter or the person indicated in the cheque or at his order. (2) The cheque is independent from the transaction that stays at the basis of cheque payment claim. (3) The cheque payments are regulated by the present code, other laws and bank practices. Article 1261. Cheque inscriptions (1) The cheque contains : (a) the title cheque that is consisted in the text of the title (b) a simple unconditioned suggestion to pay a certain sum to the cheque presenter or the person indicated in the cheque or at his order (c) the name of the physical person and the residence of the drawee (d) place of payment, (e) the date and place of issue (f) name, residence of drawer (2) The title that lacks one of the condition enumerated above has no value of cheque except the following cases: (a) the place indicated near the name of drawee is considered the place of payment, if not specially stipulated. If near the drawers name are indicated more gaps, the cheque is payable at the place indicate the first. If the specified inscriptions are absent, the cheque is payable at the place or residence of the drawee. (b) the cheque that doesnt indicate the place of issue is considered signed in the place indicated near the drawees name Article 1262. Cheque sum If in the cheque the sum of payment written in letters is different than the one written in figures the sum of payment is the one written in letters. If the sum is written more than one time either in figures or in letters in case of divergences the sum of payment is the smallest one. Article 1263. Cheque signatures (1) If the cheque bears the signature of some people not-capable to oblige through draft, full signatures or signatures of imaginary persons, the other persons obligations remain valid (2) The person who signs the cheque as a representative of a person for whom he didnt have the authorization to act, he is obliged in the justification of the cheque and if paid, has the same rights that the pretended representative would have. The same rule is applied to the representative who has exceeded the warranties. Article 1264. Cheque issue (1) The cheque can be issued : a) in the favor of a person with the stipulations (to order, to our order) or equivalent stipulations, or without this (cheque to order). The cheque can be issued to the drawers order; b) in the favor of a person with the stipulation not to order or another stipulation (nominative cheque). The nominative cheque cannot be issued in the drawers favor except the cheque issued at a drawers branch in the favor of another branch; c) in the favor of the cheque presenter (bearer cheque). The cheque issued at a persons favor with the stipulation or to bearer shall be considered bearer cheque. The cheque without the stipulation of the beneficiary is considered bearer cheque.
(2) The cheque can be issued to the drawee, to whom the drawer has constituted a deposit (provision) that he can dispose of, according to an written or tacit agreement, inclusively in the form of cheque issued. The violation of this rule doesnt affect the cheque validity. (3) If the cheque, incomplete at the moment of issue is completed against the parties conclusion, the violation of this conclusion is not opposable to the cheque holder/owner except the case when this was obtained through deliberate guilt. Article 1265. Cheque Transfer (1) The cheque to order is transferred by endorsement. The endorsement transfers all the rights of the owner of the cheque (endorser) to the holder, who is considered legal owner if he proves his right through a ceaselessly series of endorsements, even if these are blank endorsements. (2) The endorser bears responsibility for cheque payment, except of the persons to whom the cheques were transferred by endorsement after a new endorsement was prohibited by the endorser. (3) The endorser is obligated to indicate the date when the cheque was written. (4) The not negotiable cheque is transferred in accordance with forms, and having the effects of a simple cession. Article 1266. Endorsement (1) The endorsement should be simple and unconditional. Any condition inserted into the text of the endorsement shall be considered unwritten. (2) The endorsement can be made in the benefit of the drawer or any other obligated person. These persons, in turn, can endorse again the cheque. (3) The partial endorsement and the endorsement signed by the drawee are null. (4) The endorsement is written on the cheque (verso) or on the allonge. The endorsement should be signed by the endorser. Article 1267. The blank endorsement (1) The endorsement may not design the person in the favor of whom it was issued and may contain on the cheque (verso) or on the allonge, only dates and signature of the endorser (blank endorsement). (2) The endorsement at the bearer is considered blank endorsement. Article 1268. Endorsement by Power of Attorney Should the endorsement stipulate "for cashing", "as authorized agent " or any other stipulation which implies a commission for cashing the cheque, the owner may discharge his/her rights resulting from the cheque, but shall endorse it only on endorser's order (endorsement by Power of Attorney). The persons in charge of cheque payment can oppose the owner only the exceptions, which would be opposable to the endorser. Article 1269. The endorsement following the due date or the protest The endorsement made after the protest or any similar act, or after expiry of term for presenting the cheques, has the same effects as a simple cession. Until the otherwise is proved, the non-dated endorsement shall be considered as effected before the date of protest or any similar act, or the date of expiry of the term for cheque to be presented.
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Article 1270. Dispossession If the cheque is no longer in possession of a person, the new cheque owner is obligated to return it only if he/she received it by bad faith or serious guilt. Article 1271. Surety (1) Payment of cheque, partially or in full, can be guaranteed by a surety - guarantee, given by a third party, or even a cheque signature (guarantor). (2) The surety is given on the cheque (verso) or on the allonge. This shall have the wording "to be considered as surety", "as guarantor for..." or any other equivalent. The guarantor shall indicate the amount, name, home address (premises) and the beneficiary person for whom he/she is undertaking the obligation, and shall sign the surety. If the beneficiary person of the surety is not indicated, this shall be considered as given for the drawer. (3) The guarantor carries the same responsibility as all the persons obligated by cheque. The obligation of the guarantor is valid also in cases when the obligation he/she guaranteed is null on any reason. (4) When the guarantor pays the cheque, he/she obtains the rights resulting from the cheque for the person he/she has granted guarantees, as well as for the persons, who according to the cheque, are obligated to the person in whose favor the cheque has been guaranteed. Article 1272. Payment based on cheque (1) The cheque is payable at sight. Any indication with counter sense shall be considered unwritten. The cheque, presented for payment before the emission date stipulated in the cheque, is paid any time it is presented. (2) The term for the cheque to be presented for payment is eight days. The term commences in the moment the cheque has been issued. Article 1273. Cheque cancellation (1) Cheque cancellation is valid after expiry of term to be presented for payment. (2) If the cheque is not cancelled, the drawee can make the payment after expiry of term for the cheque to be presented for payment. (3) Death or loss of drawer's abilities to function, which have arisen during such term of presentation for payment, shall not affect the validity of the cheque. Article 1274. Rights of the drawee (1)The drawee may require a copy of the cheque, when making the payment to its holder, also he/she may require a written confirmation about receipt of payment. (2) Partial payments cannot be refused. In case of partial payments, the drawee may require from the holder of the cheque, a written confirmation that such partial payment has been made. Article 1275. Cheque in foreign currency If the cheque has been issued in foreign currency, the payment shall be made according to regulations of the National Bank on foreign currency. Drawer may indicate in the cheque that payment shall be made at the rate of the day the cheque is presented or at any other rate indicated in the cheque.
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Article 1276. Crossed cheques (1) The drawer or owner of the cheque can make the crossing of the cheque. Such crossing shall be made by applying of two red parallel lines on the diagonal. (2) The crossing may be general or special. The special crossing includes bank's remark at the pay-desk where the cheque is paid, applied between the parallel lines. In case there is no bank remark or any other equivalent remark, the crossing is general. Only the general crossing may be changed into special. (3) The cheque with general crossing can be paid only to a beneficiary bank or drawee's client. (4) The cheque with special crossing can be paid only in the favor of the indicated bank, or, if this is the drawee himself in the favor of drawee's client. The indicated bank may require another bank to cash the cheque. Article 1277. Discount cheque (1) The drawer or the owner of the cheque may forbid payment of the cheque in cash by applying on diagonal the remark for discount on the front page of the of the cheque (discount cheque). (2) Payment of the discount cheque is made by registering on the account (crediting of the account, transfer, compensation). Crossing of the remark for discount is not accepted. Article 1278. Rights of the holder in case of non-paid cheque (1) The holder of the cheque can discharge the rights against the drawer, endorser and the other obligees, if the cheque presented within the legal term is not paid or the payment refusal is proved: (a) by presenting an authentic document (protest), or (b) by a declaration of the drawee, which shows the date of the declaration and the date when the cheque was presented for payment. (2) The protest or any similar act should be prepared before expiry of term for presenting the cheque for payment. If the cheque is presented on the last day of the respective term, the protest or any similar act, can be prepared on the next working day. Article 1279. Obligation to notify (1) The holder of the cheque should notify the endorser and the drawer of the cheque about refusal to pay, during four working days following the day when the protest or any equivalent act was prepared, and in case it is remarked in the cheque circulation without delay the day following the day the cheque was presented. (2) Every endorser shall notify within two working days the previous endorser (from where the first cheque was received), and if the obligation of the previous endorser is guaranteed by a surety the respective guarantor as well, about the received notification, indicating the denomination (name) and address (home address) of those who signed the previous notifications, until the information about non-payment is sent to the drawer. (3) Failure to send the mentioned notification shall not relieve the person of the right in connection with the cheque; this person shall bear responsibility for the damage which could be caused by failure to fulfill the obligation related to notification (but not exceeding the value of the cheque).
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Article 1280. The remark without protest (1) The holder of the cheque, the endorser or guarantor reserve the right, by inserting in the cheque of the remark circulation without delay, without protest or any other similar remark, signed by them, to relieve the successive owners of the cheque from the obligation to prepare the protest or any other similar act, which is necessary to discharge the right of recourse. If the drawer inserts the respective remark, it shall be applicable to all persons that have signed the cheque, if it is inserted by the endorser or guarantor it shall be applicable only to those who have signed the remark. (2) The remark stipulated in paragraph (1) of this article shall not relieve the owners of the cheque from the obligation to notify. (3) If, in spite of the remark, the holder of the cheque lodges the protest or any other similar act, he/she shall incur the related expenses. Article 1281. Responsibility of shareholders in respect to payments by cheque (1) All persons obligated by cheque are liable debtors jointly with the cheques owner and/or with any other person, who applied on the cheque the remark about payment of the cheque, signed by the payer. The legal action initiated against one of the debtors by endorsement, shall not be obstacle to initiate a legal action against the other liable debtors. (2) The owner of the cheque may charge the person, against which a lawsuit has been initiated, to pay: (a)the unpaid value of the cheque; (b)6% interest rate, for the unpaid period; (c) costs related to lodging the protest or any other equivalent document, transmitting of the notification, other costs incurred in connection with lawsuit thereof. (3) The person, who paid the cheque, may charge the other liable debtors payment of: (a) the value paid by the respective person, on account of cheque payment; (b) 6% interest rate for the period, which passed from the moment the payment was made; (c) costs incurred in connection with payment of the cheque. (4) Any person, in regard with whom the recourse was made according to provisions mentioned above, can pay by cheque, depending on its receipt thereof from the person to whom he addressed with the recourse action, of the cheque with the protest or any other similar act (should the case be), and of the written confirmation about receipt of payment on cheques account. Any endorser, who paid the cheque, may erase from the cheque his/her endorsement and the other following endorsements. (5) In regard with the law actions, initiated for the purpose to receive the amounts indicated in paragraph (2) and (3) of this article, a six-month prescription term shall be applied. Interruption of the prescription term shall be applied only in regard with the person, against which the action has been initiated, serving as grounds for such interruption. Article 1282. Force Majeure (1) Should the presenting of the cheque for payment, lodging of the protest or any other similar act within prescribed terms be impeded by an event of Force Majeure, such terms shall be extended for the duration of these events, notifying the cheque's owner, endorser about such events of Force Majeure and a written remark on the copy of the cheque about providing such notification. (2) In regard with performing of obligations to notify the persons participating to settlement by cheque, in case of a Force Majeure event, provisions of article 1279 of this Code shall be applied.
(3) If the duration of Force Majeure events is more than fifteen days from the due date, the right of recourse can be discharged with no need to present the cheque or without the condition to lodge the protest or any other similar act. Section VII. Payments by bill of exchange and promissory note Article 1283. General provisions regarding the bill of exchange (draft) and the promissory note (1) The bill of exchange (draft) is a credit title, which represents a written debt, formulated according to provisions of the law, and which includes an unconditional order given by the drawer (issuer) to the drawee (payer) to pay immediately or on due date, a certain amount to the presenter of the bill of exchange, or to the person indicated in the bill of exchange, or at order of this person. (2) The promissory note is a credit title, formulated according to provisions of the law, by which the drawer undertakes the obligations to pay immediately or on due date, a certain amount to the presenter of the bill of exchange, or to the person indicated in the bill of exchange, or at order of this person. (3) The bill of exchange and the promissory note do not depend on the transactions, which are the basis for the debts paid by these. (4) The payments by bill of exchange and promissory note are regulated by this Code, by the law on bills of exchange and other normative acts, as well as bank practices. Section VIII. Payments by documentary letters of credit Article 1284. General provisions regarding documentary letter of credit (1) The documentary letter of credit is an arrangement, in any way it is named or described, by which a bank (issuing bank), acting based on request and instructions of its client (chief accountant) or on own behalf, makes a payment to a third party (beneficiary) or at his/her order or accepts and pays the bill of exchange drawn by the beneficiary, or authorizes a different bank to make such payment or to accept and pay such bills of exchange. (2) The documentary letter of credit is a contract separate from the legal document, which serves its basis. All parties involved in operations based on letters of credit operate with documents and not assets, services and other services, which the documents can refer to. (3) The payments by documentary letters of credit are regulated by this Code, other normative acts and by bank practices. Article 1285. Presumption of irrevocability of the credit letter (1) The Letter of Credit should clearly indicate if it is revocable, otherwise the letter of credit is considered irrevocable. (2) The irrevocable letter of credit is a commitment of the issuing bank, provided the condition that the stipulated documents be submitted to the designed bank or the issuing bank and meet the terms and conditions of the credit letter. The irrevocable letter of credit may be amended or cancelled without consent of the issuing bank, of the confirmatory bank, if such exists, and the beneficiary only in cases stipulated by this Code. (3) The revocable letter of credit may be amended or cancelled by the issuing bank at any time, without prior notification of the beneficiary, provided that the bank is reimbursed for costs, which made the credit letter be usable, for any payment, accept or receipt of documents (in case
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of credit letter with due date), if it complies with conditions of the credit letter and made prior to receipt of the notification about amendment or cancellation of the credit letter. Article 1286. Utilization of credit letter (1) The credit letter should clearly specify if it usable by payment at sight, by delayed payment or by accept. (2) Except the case when the credit letter stipulates that it is usable only by the issuing bank, it should designate the bank which is authorized to pay or undertake the commitment of delayed payment or accept the bill of exchange (designated bank). Except the case when the designated bank confirms, the designation by the issuing bank shall not represent a commitment for the designated bank. (3) The document should be submitted to the issuing bank or the confirming bank if this exists, or any other designated bank. Article 1287. Confirmation of the Credit Letter (1) The confirmation of an irrevocable credit letter by a different bank (confirming bank) based on authorization or on request of the issuing bank, constitutes a firm commitment of the confirming bank, added to that of the issuing bank, provided that the stipulated documents are submitted to the confirming bank or any other designed bank, and are in accordance with terms and conditions of the credit letter. (2) If a different bank is authorized or requested by the issuing bank to add its confirmation, but it is not ready to do so, it should inform the issuing bank without delay. (3) The notifying bank is not obligated to add its confirmation on specially advising the credit letter of the beneficiary, if the issuing bank does not specify otherwise in its authorization or request to add the confirmation. (4) The confirming bank may choose to specially advice a modification to the beneficiary, without extending its confirmation on the modified credit letter, provided that the issuing bank and the beneficiary are informed. Article 1288. Transferable and ceded letter of credit (1) The credit letter can be transferred only if the issuing bank expressly designs it as transferable. The fact that it is not specified in the credit letter that it is transferable, shall not affect the right of the beneficiary to cede any amount to which is or may be entitled based on the credit letter, as provided by the applied laws. (2) Notwithstanding the transferable credit letter, the beneficiary (the first beneficiary) may ask the designed bank to undertake a commitment of payment or accept, or in case of a free negotiation, make the credit usable at full or partially (transferring bank) for one or more beneficiaries (secondary beneficiaries). (3) The transferring bank is not obligated to make the transfer except within the limit and in an expressly mode approved by such bank. (4) If it is not provided otherwise in the credit letter, the transferable credit letter shall be transferred just once.
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Section IX. Payments by Documents against Payment (DP)/Documents Against Acceptance (DA) Article 1289. Documents against payment (DP)/documents against acceptance (DA) (1) The DP/DA is an arrangement, by which a bank (remitting bank) is undertaking to operate in accordance with instructions of its client (issuing), financial documents (bill of exchanges, promissory notes, cheques, or any other similar instruments used to obtain a payment), accompanied by commercial documents (invoices, documents of transport, securities or other similar documents, or instruments which are not financial documents) to obtain, inclusively through another bank (the bank responsible for cashing), payment or accept of issued bills of exchange, or to issue documents against payment or against acceptance of the issued bills of exchange. (2) The regulations regarding the payment order shall contain information on the following: (a) issuer and drawee (full name, address, telex, telephone, fax); (b) the bank from which the payment order was received and the paying bank (SWIFT code, additionally to the information requested about issuer and drawee); (c) the sum and currency of the payment order; (d) the list of attached documents and number of copies for each document; (e) terms and conditions regarding the mode how to obtain the payment and/or acceptance; (f) expenses to be incurred; (g) interest, should the case be, with indication of rate, duration and period of its calculation; (h) method of payment and form of payment note; (i) instruction in case of non-payment, non-acceptance, non-compliance with other regulations. (3) The DP/ DA is a contract made separately from the transaction which lies on its basis. (4) The payments by DP/DA are regulated by this Code and the bank practices. Article 1290. Obligations and responsibilities of banks (1) The banks are not obligated to give circulation to DP/DA or any instruction for such payment order or following instructions related to a DP/DA. Should a bank decide, for any reason, not to give circulation to a DP/DA or any other instruction regarding payment order, it should notify without delay the part from which it received the payment order or the respective instructions. (2) The documents sent at payment order should have cashing instructions, and the banks are not authorized to act otherwise than stipulated by such instructions and provisions of this Code. The banks do not examine the documents for instructions. (3) Except the obligation to verify if the received documents are in conformity with those enumerated in the instructions of payment order and non-delayed notification of the issuer, should the documents be missing or there are other documents than those enumerated in the payment order instruction, the bank bears no further responsibility in regard thereof. The presenter bank is obligated to cheque if the form the bill of exchange is accepted seems to be complete and correct, but it is not responsible for authentication of signatures or the right to signature of those accepting the bill of exchange. (4) The bank shall not undertake the obligation or the responsibility for the authenticity of the received documents. (5) The bank in charge for execution of the DP/DA shall follow up on it, in accordance with the instruction of the remitting bank.
Article 1291. Execution of a DP/DA (1) The bank in charge of collection of payments shall submit (make available in accordance with instructions of issuer) the documents of the person to whom the presentation should be made (drawee), in the form these documents are received, except the case when the bank is authorized to apply the necessary stamps/seals, to make all necessary endorsements, or to apply all identification elements or common symbols, required by the operations related to payment orders. (2) The amounts due (less commissions, reductions or cost if it is the case) shall be made available to the issuer without delay. If not otherwise provided, the bank in charge of collection of payment shall pay the due amounts only to the remitting bank, even in case of refusal stipulated in paragraph. (1) of article 1290 of this Code. (3) Partial payments are allowed in a DP/DA if this is specified in instructions regarding DP/DA, and the documents are issued only after fully remitted payment if not otherwise provided by the instruction regarding payment order. On partial payments made in accordance with this paragraph, the presenter bank is not responsible for consequences arisen in regard with delay to issue the documents. The partial payments are made in accordance with requirements of paragraph (1) of this article. Article 1292. Interests, commissions and costs (1) The interest is paid only if this is stipulated in the payment order instructions. If payment of interest, expenses and commissions is avoided by the drawee, these shall be burden of the issuer. In cases when, according to payment order instructions and this Code, payment of commissions, expenses and costs should be incurred by the issuer, the bank in charge of cashing reserves the right to compensate the value of these payments from the bank which received the instructions regarding the payment order, and the remitting bank has the right to recuperate from the issuer any amount paid so, notwithstanding the state of the payment order. The banks participating in execution of instruction regarding the payment order may require prepayment of the above-mentioned commissions, costs and expense, and, depending of receipt of such prepayment it reserves the right to give circulation to the received instructions. (2) Should the drawee refuse to pay the interest provided thereof, the presenter bank may issue without charging interest, the documents against payment or accept of issued bills of exchange or under other conditions, except the case when the instructions regarding the payment order clearly specifies that payment of interest may not be avoided. The presenter bank bears no responsibility for consequences connected with the refusal to pay the interest and it is obligated to notify without delay the remitting bank about such refusal, as provided by article 1290 of this Code. (3) In case when the instruction of payment order provide that the drawee pays the expenses related to the payment order and commissions and he/she refuses to do so, it shall be applied mutatis mutandis provisions of paragraph (5) of article 1290 of this Code. Section X. Payments by Bank Cards Article 1293. Definition (1) The bank card is an instrument of payment issued by a bank (issuer) which allows the holder of the card to withdraw cash, transfer amounts of money within available amounts from his/her account in the issuing bank, or from the account of the credit line accredited by this bank. (2) The holder of the bankcard can pay goods and services rendered by commercial firms, which based on the contract concluded with the issuer, accepts such payment by cards. The commercial enterprise reimburses the money for services rendered to the holder of the card by transfer of cardholder's debts to the issuer.
(3) The payments by bankcards are regulated by provisions of this Code, including provisions regarding order of payment, current bank account, credit on current account, by other normative acts and by the bank practices. CHAPTER XXV. Factoring Article 1294. General Provisions regarding factoring (1) Based on the Contract of factoring, the provider of goods and services (adhering entity) undertakes to transfer debts that appeared at present or would appear in future from contracts on sale of goods, providing of services and performing of works for third parties of a factoring enterprise (factor), and the last-mentioned undertakes at least two of the following obligations: (a) finance the adhering entity, including loans and advance payments; (b) bookkeeping of debts; (c) ensure carrying out of debts-call-and-cashing procedures; (d) assumption of risk for debtor's insolvency for assumed debts (del credere). (2) The contract of factoring shall have a form in writing. (3) The debtors should be notified about transfer of debts. (4) The parties are obligated to specify the amount, volume, field and characteristic features of the object of contract, as well as the elements to determine the amount due. (5) Provisions of this Code regarding transfer of debts shall be applied in regard with the contract of factoring, to the extent the provisions of this chapter do not specify otherwise or if the contrary does not arise from the essence of factoring. Article 1295. Obligation to notify Both parties undertake to offer each other the necessary information so that on executing the contract, interests of each party are respected. Article 1296. Transferred debts (1) The contract may provide for transfer of all and not only a part of rights of the adhering entity, which arise from the contracts with debtors. (2) The contract may provide transfer of existing or future, conditional debts, which are determined on the date the contract is concluded, or the latest, at the date when these arise. (3) The clause of the contract, based on which the future debts are transferred, shall operate the transfer of these to the factor at the date they arise, without a need for a new document of transfer. Article 1297. Null interdiction for transfer Transfer of adhering entity's debt to the factor may be done even if there is an agreement between the adhering entity and debtor, based on which such transfer is prohibited. This provision does not affect the responsibility of the adhering entity to debtor for damage caused by the transfer, which was made notwithstanding the contract provisions. Article 1298. Responsibility of the adhering entity (1) The adhering entity is responsible to debtor for existent debts and under contract obligations. (2) The adhering entity is responsible for payment capacity of the debtor, if the risk was not assumed by the factoring enterprise according to item (d) of paragraph (1) article 1294 of this Code.
Article 1299. Payment due to the factor. The guarantee (1) The contract is null, if it does not provide for the sum, which should be paid the factoring enterprise. The sum shall be calculated depending on circumstances, the key being the eventual fee of del credere and, additionally, the rate, which represents the total withdrawals from the acquired debts. (2) To the extent the factoring enterprise requires a part of debts as guarantee to cover the risk connected with the carrying on of the contract, the contract should expressly provide for contents and amount of this sum. The guarantee may not exceed 20 % of the outstanding amount. Article 1300. Guarantee rights to debtor The rights and guarantees of the adhering entity to debtor are transferred to the factoring enterprise jointly with debt transfer to the factoring enterprise, to the extent this is provided by the factoring contract. Article 1301. Objections of the debtor (1) The debtor may oppose the factoring enterprise all the objections and exceptions it has to the adhering entity. (2) The debtor may require the factoring enterprise to compensate his/her debt due to the adhering entity, if this is a mature debt at the moment of transfer to the factoring enterprise. (3) In cases provided in paragraph (1) and (2) of this article, the adhering entity is responsible in regard to the factoring enterprise for losses. The adhering entity shall compensate for additional damages if these were caused on his fault. Article 1302. Recourse rights of the debtor Should the debtor pay to the factoring enterprise, and the enterprise - to the adhering entity, the debtor reserves the right to claim reimbursement for damages only in regard with the adhering entity, in case the adhering entity fails to comply with clauses of the contract, but not in regard with the factoring enterprise, except cases when the factoring enterprise paid the adhering entity, in spite of the fact that it knew that his obligations were not carried out in accordance with the contract conditions. Article 1303. Open or covered factoring (1) The factoring contract shall provide for obligations and rights of the parties, and for procedure by which the debtor should be informed about transfer of debts. (2) If the debtor has not been informed about transfer of debt with specification of the respective debt, the factoring enterprise shall be opposed debtor's payment to the adhering entity. In this case, the adhering entity is obligated to immediately remit the obtained sum to the factoring enterprise. The provisions of this paragraph shall be applied in the proper way also to multiple transfers of the same debt. (3) Debtor's payment to the factoring enterprise has exoneration effect, independently if the obligation of notifying has been performed, except the case when he/she knew about unavailability of transfer. Article 1304. Other transfers If the factoring enterprise transfers in its turn the debts assumed from the adhering entity, provisions of this article shall be applied and the last transferee shall be considered the factoring enterprise.
CHAPTER XXVI. Insurance Section I. General Provisions Article 1305. Definition of the Insurance Contract Based on the insurance contract, the insured person undertakes to pay the insurer the insurance fee, and the insurer undertakes, on occurrence of a risk to the insured person, to pay the insured person or the insurance beneficiary the compensation or the insured amount, within limits and terms agreed to. Article 1306. Types of insurance The insurance is divided into insurance of persons and insurance against damages. Article 1307. Insurance of persons (1) In case of insurance of persons, life and health (including psychical integrity of the insured person) shall be insured. (2) Insurance of persons may be individual or in-group. Article 1308. Insurance against damages The insurance against damages guarantees the insured person against consequences of an event, which may affect his/her patrimony. (1) The insurance against damages includes insurance of assets and insurance against civil responsibility. Article 1309. Reinsurance (1) By concluding the reinsurance contract: a) The re-insurer shall receive reinsurance fees, in turn of which shall contribute, according to undertaken obligations, in supporting the indemnities, which the reinsured person pays on occurrence of risk, which constituted the subject of re-insurance; b) The insurer, as insured person, shall cede reinsurance fees, in exchange for which the re-insurer shall contribute, in accordance with obligations he/she undertook, to supporting of indemnities, which are paid by the reinsured person on occurrence of the risk, which constituted the subject of reinsurance. (2) The reinsurance contract produces effects only between the insurer and the insured person. Article 1310. Concluding of contract in the Republic of Moldova Individuals and legal entities from the Republic of Moldova conclude insurance contracts with societies registered in the Republic of Moldova, except cases when the requested insurance is not practiced on the internal market. Article 1311. The insured risk and the insured case (1) The insured risk is a future event, possible but uncertain, which life, health or the patrimony of a person is exposed to.
(2) It is prohibited to insure: (a) Unlawful interests; (b) The prejudice caused by participation in lotteries, games and wagers; (c) Eventual expenses, a person may be subjected to for the purpose to release the hostages. (3) The insured case is the event, which required an insurance to be effected in order to remove its consequences, and the occurrence of that has risen the obligation of the insurer to pay the insured amount or indemnities. Article 1312. Concluding the insurance contract. Obligatory form and clauses (1) In order to conclude an insurance contract, the ensured person shall submit a proposal (application) in writing, which will indicate his/her interest and beneficiary's interest or a verbal declaration with intent to conclude an insurance contract. (2) The insurance contract may be concluded in the favor of several beneficiaries. (3) The insurance contract shall be concluded in a written form and shall include: (a) Name and address of contractual parties; (b) Subject of insurance: assets, persons and civil responsibility; (c) Insurable risks; (d) Commencement and expiry of insurer's responsibility; (e) Insurance fees; (f) Insured amounts; (g) Other data, according to the valid legislation. (4) The insurance contract can not be proved by witnesses, even if there is an outset written proof. (5) The proof of the concluded contract of insurance results from sending a document of insurance like an insurance policy or a certificate, from the fee-payment bill or the recording which proves receipt of payment, or from any other recording arising in connection with concluding of contract. Article 1313. The insurance policy (1) The insurer is obligated to remit a copy signed by him/her of the insurance policy of the insured person. (2) The insurance policy shall contain the following data: (a) Name and address of parties; (b) Indication of the insured assets or insured person; (c) Nature of insured risk; (d) Commencement and duration of insurance; (e) Insured amount; (f) Insurance fee, place and terms of payment; (g) Other clauses, according to the valid legislation or as agreed by parties. Article 1314. Obligation of remitting the documents (1) The insurer shall remit, together with the insurance policy, copies of written proposals submitted by the insured person or in his/her name. (2) In case of divergence between the insurance policy and the proposals, the last mentioned take precedence, except the case when the insurer, in a separate document, shall specify in writing to the ensured persons, the elements on which there are divergences.
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Article 1315. Establishment of rights and obligations in case of mutual insurance (1) Individuals and legal entities can insure assets and other patrimonial rights on mutual basis, by affiliating into mutual insurance societies based on free will. (2) The certificate of shareholder of a society of mutual insurance may establish rights and obligations of members by reference to the Articles of Incorporation of the society. (3) Every member has the right to have a copy of the valid Articles of Incorporation of the society. Article 1316. Opposability of exceptions If an insurance policy was nominally issued, to bearer or at order, the insurer may oppose the holder of the policy all exceptions opposable to the initial insured person. The exceptions shall not be opposed if the holder of the policy informs the insurer about transfer of rights arising from the insurance, and the insurer does not immediately inform about the existing exceptions. Article 1317. Term of validity of the insurance contract (1) The insurance shall commence on payment of the insurance fee or its first installment, and shall be cancelled at 12:00 PM of the last day of the term agreed to insurance, if the contract or the laws do not provide otherwise. (2) If the validity of the contract is extended to the period prior to payment of the insurance fee, such insurance shall be valid provided that the case is not produced at the moment when the insurance is concluded. (3) In case the insurance contract is entered into for a period exceeding five years, the parties may cancel the contract at end of the fifth year or any following year, providing a three-month term of notification (4) In case of contract concluded for an unlimited term, both parties reserve the right to cancel the contract, providing at least one-month term of notification and at most, a three-month term of notification. (5) The agreement by which the insurance contract is considered extended in an implied mode, for terms exceeding one year, shall be considered null. (6) The insurance term shall be the interval of one year or less, if the insurance fee was properly calculated. Article 1318. Increasing of the insurance fee Should the insurer, based on a contractual clause regarding increase of the insurance fee, increase its amount, the insured person may cancel the contract with a prior notification of one month. Insignificant increase of fee is not proof for cancellation. Article 1319. Obligations of insurer (1) The insurer is obligated: a) to make the insured person aware of the insurance conditions in an adequate form; b) to remit payment, on arising of rights of the insured, or the insured person regarding collection of the insured amount or insurance indemnity, in terms established by the insurance conditions; c) reimburse the ensured for costs incurred on preventing the insured event from occurrence, or on limiting the passable indemnity prejudices;
d) keep confidentiality of the information about the insured or the insured persons, which he was made aware of during the insurance process. (2) The law and the contract of insurance may provide other obligations for the insurer. Article 1320. Obligations of the insured (1) The insured shall be obligated to: a) inform the insurer, when concluding the contract, about all essential circumstances regarding the degree of risk which is being insured for; b) inform the insurer about other insurance contracts concluded on the respective object; c) pay in time the insurance fees; d) take actions, which depend on him/her to avoid occurrence of the insured event or to limit the damages caused by its occurrence; e) inform the insurer about occurrence of the insured event, as soon as he/she learns about it. (2) The law and contract on insurance may also provide other obligations for the insured. Article 1321. Notifying the insurer about extended risk (1) When concluding the insurance contract, the insured is obligated to inform the insurer about all circumstances known to him, which may be important regarding undertaking of the insured risk. It shall be considered of importance such dangerous circumstances, which may influence the decision of the insurer to conclude the contract, or conclude the contract under the agreed conditions. (2) Circumstances, about which the insurer may ask expressly or in writing questions, shall be considered, in case of doubt, important. (3) In case if in contrary with provisions of paragraph (1) and (2) of this article, important circumstances are left out, the insurer may cancel the contract. Also, he may cancel it if the reference about important circumstances was left out, given that the insured was not aware of such circumstances on reasons which he is charged with. (4) Cancellation is excluded in case the insurer knew the unmentioned circumstances, or if the mentioning was left out by no fault of the insured. Article 1322. Cancellation of contract due to certain inexactness (1) The insurer may cancel the contract also if an inexact mentioning was made in regard with certain important circumstances. (2) The cancellation is excluded in case the insurer knew such inexactness or if the mentioning was inexact by no fault of the insured. If the insurer learns about the inexactness, he may cancel the contract only after one month from the moment he was made aware of. Article 1323. Term of cancellation (1) The insurer may cancel the contract on his own initiative within a term of one month. Such term shall begin from the moment when the insurer is made aware of the circumstances, which give him the right to cancel the contract. (2) The cancellation is done by written declaration to the insured. Article 1324. Cancellation of contract after occurrence of the insured case Should the insurer cancel the contract after occurrence of the insured case, his obligations regarding services remain valid, to the extent that the circumstances, due to which the obligation
to notify is violated, did not influence the occurrence of the insured case or the extension of insurer's services. Article 1325. Suspension of the guarantee Failure to carry out the formal obligation, which aggravates the risk, shall suspend the guarantee granted by the insurer to the insured. The suspension shall be stopped in case the insurer agrees to, or the insured carries further his obligations. Article 1326. Payment of the insurance fee (1) The insured is liable to pay the insurance fee only on issuance of the insurance policy. (2) If the insured interest does not exist on commencement of insurance, or if a future interest would not be constituted, the insured is relieved of the obligation to pay the insurance fee. If the insured interest is liquidated, the insured is liable to the insurer only for that part of the fee, which corresponds to the duration of risk. The insurer may charge a fee corresponding to the costs and operations made to conclude the contract. Article 1327. The effect of failure to pay an allotment of the insurance fee (1) In case an allotment of the insurance fee, if it has been agreed to pay in allotments, is not paid, the insurer may set a term for the insured and on account of the insured, a payment term of two weeks. It should be specified in this case, the judicial repercussion in case of failure to pay in the established term. (2) If the insured case occurs after expiration of term, and on such occurrence the insured has delayed the payment of fee or of interest due, the insurer is relieved of his obligations. Article 1328. Agreement termination in case an installment of the insurance fee is not paid If the insured person delays with the payment of an installment of the insurance fee, the insurer may terminate the agreement with one-month notice. Article 1329. The right of the insured person to refuse the payment of the insurance fee The insured person may refuse the payment of the insurance fee, if it is ascertained, once the agreement was signed, that the economic status of the insurer has aggravated in such an extent that there are justified grounds to consider that upon emergence of the insured case, the insurer will not be able to fulfill his contractual obligations. Article 1330. Notifying about dangerous circumstances (1) The insured person is obligated to notify the insurer immediately about dangerous circumstances emerged or about circumstances that he was made aware of after the agreement was signed. (2) If the dangerous circumstance is provoked deliberately by the insured person or, if the fact, that he was not aware of circumstances already existing when the agreement was signed, falls under his guilt, the insurer has the right to terminate the agreement without any notice. Article 1331. Informing about occurrence of the insured case (1) The insured person is obligated to notify the insurer immediately about the occurrence of the insured case.
(2) The insurer may require, after the occurrence of the insured case, that the insured person provides any information necessary to ascertain the insured case or to establish the extension of insurers services. (3) The insurer may not invoke a convention releasing him of his obligation, if the insured person did not execute his obligation of notifying accordingly, except for the extent in which, by not executing (the obligation), insurers interests are seriously damaged. Article 1332. Provision of insurers services (1) The insurer shall provide services once the findings of the insured case have been established and the insurers obligation has been extended. (2) If investigations continue for more than one month, the insured person is entitled to request advance money corresponding to and proportional with the payment probable obligation, with the condition that insurers obligation to pay the indemnity and its amount is not doubtful. (3) The arrangements, according to which the insurer is exonerated from the obligation of paying eventual interests for delay, are null. Article 1333. Overtaking the rights of the insured person by the insurer (1) The insurer, who paid the insurance compensation, shall overtake within the limits of this amount the right on debt, held by the insured person or other person who received the insurance compensation in respect to a third party responsible for damage occurred, if otherwise provided by law or agreement. (2) If the insured person waives his claims in respect to the third party or his rights representing the grounds of these claims, the insurer shall be exempted from the payment of the that part of compensation, that he was entitled to from the third party, in the extent of grounds existed. Article 1334. Applicable regulations Conditions and regulations regarding different forms and types of insurance shall be established by this Code and other laws and normative acts. CHAPTER XXVII. Transaction Article 1335. General provisions on transaction (1) Transaction represents an agreement by which parties alert a process that may start, finish a started process or regulate the difficulties emerged in the process of executing a court decision. (2) The capacity necessary to dispose the object of the transaction is required to conclude a transaction. (3) The transaction may stipulate a penalty for the one omitting to execute it. Article 1336. Interdiction of transaction (1) No transaction shall be concluded in respect to the capacity of a person or other issues of interest to the public order. (2) A transaction may be concluded in respect to a civil action arisen from an infringement.
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Article 1337. Effect of transaction (1) The transaction shall have among parties the authority of the issue judged. (2) The transaction shall not be liable to forced execution except after ratification. Article 1338. Nullity of transaction (1) Transaction may be declared null based on general nullity grounds of the legal acts. (2) Error of right shall not be considered as basis for the nullity of transaction. Article 1339. Effects of title nullity (1) The transaction founded based on a null title is also damaged by nullity, except for the case when parties expressly covered the nullity. (2) The transaction, founded based on a record subsequently acknowledged as false, is also null. Article 1340. Nullity of transaction in case of existence of a final decision The transaction regarding a legal action in process shall be null, if parties or one of parties were not aware that the dispute was terminated by a final court decision. Article 1341. Transaction regarding all dealings (1) If parties concluded a transaction on all dealings among them, the subsequent finding of a document, of which parties were not aware of, shall not serve as reason for nullity of the transaction, except for the case when it was kept secret by one of parties or, with the awareness thereof, by a third party. (2) The transaction shall be null, if it has only one object and if the newly discovered documents prove that one of the parties had no any right. Article 1342. Calculation mistakes (1) Calculation mistakes made by one of the parties when the transaction was concluded shall not damage any party and must be fixed. CHAPTER XXVIII. Civil Society Article 1343. Notion of agreement on civil society By an agreement on civil society two or more persons are mutually obligated to pursue jointly economic goals or other goals in accordance with obligations specified by the agreement, without being a legal entity, and benefits and losses thereof shall be shared among them. Article 1344. Object of the agreement on civil society All societies must have a legal object, established for the common interest of the associates. Article 1345. Form and contents of the agreement on civil society (1) The agreement on civil society may be concluded in written or verbally. (2) If the agreement is concluded in written, it must include the following:
a) name and address of parties; b) rights and obligations of each party; c) creation and function of managing bodies; d) distribution of profits and losses among contracted parties; e) the procedure of eliminating one ore more partners; f) duration of society; g) procedure of dissolution and patrimony distribution as a result of dissolution. (3) The agreement may not be modified, in the absence of a contrary clause, unless there is a joint approval of all associates. Article 1346. Shareholders contributions (1) Parties must pay their contribution agreed upon in the agreement. If there are no special dispositions in this regard, they shall be obligated to pay equal contributions. (2) The contributions may consist of assets and other patrimonial rights. (3) If otherwise provided by the agreement, contributions shall become a joint property of parties. Social patrimony also includes what has been accumulated based on a right related to that social patrimony or what has accrued as compensation for destruction, damage or evasion of an object belonging to the social patrimony. (4) In no case the contribution of an associate can be increased without his approval. Article 1347. Responsibility for contributions (1) The associate shall be responsible for the asset passed on as contribution in accordance with the rules established by the seller of the asset. (2) The associate who was obligated to pay a certain amount of money, and failed to do so, is in delay in right and must pay the interest specified in article 619 of this Code, without being exempted from repairing the prejudices, if needed. This rule shall also apply to amounts taken for personal goals from societys safe, and the interest thereon shall be calculated starting with the day the money were taken. (3) If the right on use of a certain asset was passed on as contribution and this right is liquidated prior to the end of the period it was passed for, the associate shall be obligated to compensate in money the cost of the usage that the society lacked of. (4) The associates, who agreed to provide jointly work services, will have to pass on to the society all revenues realized by means of those services, which are the object of the society. (5) Upon the liquidation of the society each associate will have the priority right in respect to other associates to receive the asset passed on as contribution. Article 1348. Transfer of the quotas to third parties (1) The quotas from social patrimony or other rights deriving from the agreement can not be passed on to third parties without the approval of other parties. The approval thereof may be refused in case there is a ground reason. (2) The other associates shall be entitled to pre-emption right in case of alienation of quotas from social patrimony. Article 1349. Administration and representation (1) If otherwise provided by agreement, the parties shall manage jointly the acts of civil society and jointly shall represent the society outside. If a partner is excluded from society management, he may request at any time information from those or from the one who has the managing authority.
(2) Each associate has the right to participate in adopting common decisions. Any contrary clause is null. (3) If, as provided by the agreement, the management of the civil society is passed on to one or more partners, each of them has the right to act independently, therefore any other partner may object to signing any agreement. In this case it shall be considered that the agreement on societys name has not been concluded. (4) If, in conformity with the agreement, a partner is assigned the function of the managing body of the society, thereafter he is authorized, if otherwise is stipulated, to represent the rest of the partners in front of third parties. (5) The function as provided by the agreement, assigned to a partner may be receded therefrom only by a decision adopted unanimously in case of not executing the obligations thereof. The partner may refuse in sharing. At the same time, he may request at any time for explanations form the managing bodies. (6) If otherwise provided by the agreement, the rights and obligations of the member of civil society who is authorized to administer and represent the society shall be determined in conformity with norms regarding the agreement on mandate. Article 1350. Sharing the revenues and losses (1) If otherwise provided by the agreement, the parties shall share the revenues and shall incur the losses in proportion with size of shares allocated thereto from the social patrimony. (2) The clause, which allocates all revenues obtained by the society to a single associate or which exonerates him from all losses, which excludes an associate from revenues distribution or makes him responsible for all the losses, is null. (3) Each partner shall have the right to require from any other partner, that the latter pursue the civil societys goals with the diligence necessary in such relationships. Article 1351. Competition of debts (1) If an associate is a creditor of an exigible amount of money of a certain person, who is the debtor, also, in respect to the civil society with an exigible amount, what he receives from such a debtor he shall be obligated to distribute into societys credit, as well as into his own, in the proportion of both debts, even in the case when the given receipt specifies that the receipt has been made only on the account of his own credit. (2) If the receipt specifies that the receipt has been made only on the account of societys credit, thereafter this declaration shall be followed. Article 1352. Impossibility of transfer of members rights (1) Rights and claims deriving from contractual relations in respect to other partners shall not be transferable. Article 1353. Interdiction of compensation (1) Each associate shall be responsible to the society for the prejudice caused by his fault. This prejudice can not be compensated by the benefits brought to the society by associates services in other dealings. Article 1354. Obligation of confidentiality The parties of civil society shall be obligated to keep confidentiality.
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Article 1355. Joint and several responsibility The parties shall be responsible jointly and severally for societys obligations. In internal relations, the extent of responsibility shall be established based on the quotas in the social patrimony, if otherwise provided by the agreement. Article 1356. Termination of the civil society agreement (1) If the agreement does not provide a determined duration of the civil society, each partner may terminate the agreement by a three months notice. The agreement may not be terminated at the time or under circumstances that shall cause a prejudice to the civil society. (2) If the contract does not specify a term, termination prior to the term shall be admissible only based on ground reasons. (3) The receding of a partner shall result in societys dissolution. The agreement may provide that the receding shall not lead to societys dissolution, but only to the elimination of the person who terminated the agreement. In this case the quota of the person causing the termination shall increase accordingly the quotas of remaining partners. (4) The partner who terminated the agreement shall have the right to cash value of the quota allocated thereto. For this purpose, the acts in process (not solved) shall be taken into consideration upon his receding. (5) If upon receding, the value of civil societys patrimony does not cover the common debts, the person who recedes shall be obligated to pay to other partners an amount equal to his quota in the patrimony to supply the deficit. (6) The clause limiting or eliminating the right to recede is null. Article 1357. Grounds for civil society dissolution (1) The following shall serve as grounds for civil society dissolution: a) expiration of the term created therefore; b) a decision of associates; c) initiation of the procedure of legal liquidation of the civil society patrimony; d) impossibility to pursue further the goal. (2) If otherwise provided by the agreement, the following shall also serve as grounds for civil society dissolution: a) decease of one of the associates; b) initiation of the legal liquidation of the patrimony of one of the associates; c) termination; d) defaulting an associate from the capacity of execution. Article 1358. Effects of civil society dissolution (1) Once dissolved, the civil society must be liquidated. The act in process of execution must be finished. An inventory shall be prepared and the partners shall negotiate as to the patrimony. (2) During this negotiation, the debts of civil society must be paid. If patrimony does not cover the debts, parties shall be obligated to supply the deficit proportionally with their quotas in the patrimony. Eventual surpluses shall be divided among partners based on their quotas in the patrimony.
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CHAPTER XXIX. Common Rights Article 1359. Regulations applicable to common rights If a right belongs in common to more persons, the dispositions of this chapter shall be applied, except for the case otherwise provided by the law. Article 1360. Presumption of parties equality If otherwise expressly provided, each sharer shall be assigned an equal quota. Article 1361. Distribution of revenues (1) Each sharer is entitled to a part of revenues proportional to his quota. (2) Each sharer shall have the right to use the common asset in such a manner that will not cause prejudice to the use thereof by other sharer. Article 1362. The disposition right on the asset (1) The sharers shall dispose jointly the common asset. (2) Each sharer shall have the right, without the approval of others, to take the measures necessary to preserve the asset. Article 1363. Determination of the administration and use order (1) By a majority of votes a disposition shall be made over the administration and use of a common asset in accordance with characteristics thereof. The majority of votes shall be determined based on the size of quotas. (2) Each sharer may request, in the extent in which administration and use have not been established by convention or by majoritys vote, for the administration and use of common asset corresponding to an equitable evaluation of interests of all sharers. (3) The right of a sharer on a fraction of revenues corresponding to his quota can not be achieved without the approval thereof. Article 1364. Opposability of the administration and use order in respect to the successors of sharers If the administration and use order was regulated by the shares, the agreed upon rules shall also apply to their successors in rights. Article 1365. The right on disposition of quota Each sharer may dispose his quota. Article 1366. Incurring the requirements Each sharer shall be obligated in respect to others to incur the requirements of the common asset, as well as the costs of preserving, common administration and use, based on his quota. Article 1367. The right to request community termination (1) Each sharer may request at any time the termination of the community.
(2) If the right to request the dissolution of the community is excluded by an agreement, therefore, it is possible to request the dissolution, if ground reasons exist. (3) The agreement based on which, contrary to the dispositions contained in paragraph (2) of this article, the right to request the dissolution of the community is excluded or limited, shall be null. Article 1368. In kind distribution The community shall be dissolved by in kind distribution, if it is possible to divide the common asset into several parts, corresponding to sharers quotas, and not reducing the value of the asset. The equal parts shall be distributed among sharers by a lottery. Article 1369. Sale of the common asset (1) If in kind distribution is excluded, the community shall be dissolved by the sale of the common assets according to the rules of sale of pledged or mortgaged assets, and in the case of land by auction and thereafter distribution of the price obtained. If the sale to a third party is prohibited, the asset shall be placed on auction among sharers. (2) If the sale of the asset is not successful, any sharer may request for another trial. But he will cover the costs, if this trial fails. Article 1370. Sale of common debts The common debt may be sold until the moment the execution was asked for. If the debt may be capitalized, each sharer shall have the right to capitalize it on the name of all sharers. Article 1371. Covering the debts on the account of the common asset (1) If sharers are jointly and severally responsible for an obligation, which according to Article 1367 of this Code they must execute based on their quotas or, if they agreed upon the execution of such obligation, each sharer may request upon community dissolution that the debt is covered from common assets. (2) If covering the debts leads to the sale of the common asset, it shall be sold according to Article 1370 of this Code. Article 1372. Covering the debts of a sharer on the account of common assets If a sharer advances any claims against another sharer based on community relationships, he may request upon community dissolution that his claim is covered from the part assigned to the debtor from the common asset. Article 1373. Warranty in case the asset is passed on to a sharer If upon community dissolution the common asset is allocated to one of the sharers, each of the rest of sharers shall be responsible to him for the assets defects in respect to the quota assigned thereto, in the same manner as a seller. Article 1374. Non prescription of the request to dissolve the community The request to dissolve the community shall not be subject to prescription.
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CHAPTER XXX. Public Promise to Compensation Article 1375. Obligation to provide compensation (1) The person who publicly announced about providing compensation for performing in time a legal action, indicated in the announcement, shall be obligated to provide the promised compensation to any person who accomplished the action under stipulated terms, even if this person acted not considering the public promise for compensation. (2) The obligation of providing compensation shall appear in the case when the person who promised the compensation can be identified with certitude. The person who wishes to perform the action in exchange for promised compensation, shall be entitled to request a written confirmation of the promise, otherwise this person shall bear the risk of ascertaining that the promise was not made by the person indicated in the announcement. (3) If the amount of compensation is not indicted in the public promise for compensation, this shall be established by a joint consent with the person who promised it, and in case of a dispute, by the court. (4) If the announcement on compensation does not specify or, if otherwise concluded from the nature of the action indicated, the person who promised compensation shall determine how the actions accomplished suit the terms indicated in the announcement, and in case of the dispute this shall be determined by the court. Article 1376. Compensation distribution (1) If several persons perform the action indicated in the announcement, the person who executed the action first shall be entitled to compensation. (2) If several persons perform the action indicated in the announcement and it is impossible to determine which person executed the action first, and also if the action is executed by several persons simultaneously, the compensation shall be divided among these persons in equal parts or as jointly decided by these persons. If the compensation is indivisible or, according to announcement terms, it must be paid to a single person, the person to receive the compensation shall be determined by a lottery. (3) If several persons contributed to the execution of the action for which a compensation is promised, the compensation shall be divided by the person who promised among the persons who contributed, depending on each ones level of participation in achieving the result, and in case of a dispute the compensation shall be divided by the court. Article 1377. Contest (1) The public announcement for compensation, the basis of which is a reward for the best execution of a certain work, shall be valuable only in the case when the announcement specifies a term for executing the work. (2) Any modification of contest terms in the detriment of competitors is inadmissible. (3) The decision on how the contest held in the established term matches the public promise for compensation (terms of the contest), or the decision on determining the winning work, shall be made by the person indicated in the announcement, and if this person is not specified by the person who announced the compensation. This decision shall be mandatory for all participants in the contest. (4) If the works presented have the same value, the provisions of paragraph (2) of Article 1377 of this Code shall be applied to award the premium. (5) The person who promised the compensation may request to be given the right on ownership of works executed under the terms of the contest only in the case when such a clause was
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contained in the public announcement. The copyright shall belong to the author of the work in any case. (6) The person who announced the contest shall be obligated to return the works to the participants of the contest, if otherwise provided by the announcement regarding contest. Article 1378. Cancellation of the public promise for compensation (1) The person who publicly announced about rewarding a compensation shall have the right to revoke in the same manner the promise made, except for the cases when: a) the announcement contains the refusal on the right to revoke or this derives therefrom with certitude; b) a certain term for executing the action is indicated, for which the compensation is promised; c) when revoking the promise, the action indicated in the announcement is already executed and the relevant person claims for the compensation promised. (2) The cancellation of the public promise for compensation does not deprive the persons who responded to the announcement of the right to request to cover the costs incurred by them in executing the respective action within the limit of the compensation announced. CHAPTER XXXI. Business management Article 1379. The obligations of the person who manages foreign dealings without a mandate (1) The person, who without a mandate or with no other obligations (manager), manages the dealings of another person (managed person), without his awareness, must prove his diligence of a good owner and act in conformity with the interests of the managed person, taking into consideration his real or presumptive desire. (2) If the manager knew or had to know that he is acting contrary to the real or presumptive desire of the managed person, he is obligated to repair the prejudice caused by managing the dealing, even he is not charged with any other guilt. This rule shall not apply in the case when, contrary to the desire of the managed person, the obligation thereof to support the persons, whom the managed person is obligated to support according to the law, is executed. Article 1380. The obligation of notifying the managed person (1) The manager is obligated to notify the managed person as soon as possible about taking over the management and to continue the actions started as long as it is necessary for the managed person to take them over personally. (2) If the manager can not notify the managed person about taking over the management, thereafter he is obligated to finish the actions started. Article 1381. The consequences of accepting the actions undertaken by the manager If the managed person approves implied or expressly the business management, disposition on mandate shall be applied accordingly.
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Article 1382. Consequences of not accepting the actions undertaken by the manager (1) Actions undertaken by the manager, after he was notified that the managed person did not accept them, shall not generate any obligations for the managed person neither in respect to the manager nor to third parties. (2) Actions to eliminate a danger threatening ones person life may be undertaken without the approval thereof, and the obligations of supporting may be executed against the will of the person who has such an obligation. Article 1383. Reimbursing the costs incurred by the manager (1) The manager may request the managed person to cover the costs incurred during management, in the extent in which these may be considered, based on circumstances, as necessary and useful. (2) The manager shall have the right to reimburse the costs also in the case when he did not manage to keep the assets and defend the interests of the managed person, with the entire utility of actions undertaken and in the absence of guiltiness. (3) The costs to be reimbursed in now way shall exceed the value of assets, for which keeping the relevant actions were undertaken. (4) The costs incurred by the manager, which relate to actions made after acceptance, shall be reimbursed according to the rules on mandate. Article 1384. Refusal to reimburse the managers costs The manager can not request for his costs to be reimbursed, if the managing actions are undertaken against the will of the managed person or if these do not correspond to the interests thereof, except for the cases when the managed persons will contradicts the law. Article 1385. Repairing the prejudice caused to the manager If the manager endured a prejudice as a result of the action to eliminate a danger to the managed persons patrimony, he may request reimbursement from the managed person or from the person who created the danger. Article 1386. Managers responsibility The manager shall be responsible to the managed person only for the prejudice caused deliberately or resulting from a serious culpability. Article 1387. Obligation to return gains received as a result of management The manager shall be obligated to submit the managed person a report on his actions, as well as to hand over everything he received as a result of his management. Article 1388. Rights and obligations deriving from actions executed without a mandate Rights and obligations deriving from necessary and useful actions, executed in the interest of another person without the mandate thereof, shall be born for the person, in which interest these acts were executed.
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Article 1389. Non-appliance of dispositions on business management The dispositions of this chapter shall not apply to the actions executed in the interest of other persons by a person who acted with the confidence that he manages his own dealings, as well as to the actions executed by state or municipal authorities for which such acts represent one of their fields of activity. CHAPTER XXXII. Enrichment without Fair Grounds Article 1390. The right to demand the return of provided service (1) The person who, without legal or contract grounds, obtained something (acceptor), as a result of a service provided by another person (provider), or made a saving in another manner from ones account, shall be obligated to return to this person what he received or saved. It is not relevant the fact if enrichment without fair grounds has been made as a result of the behavior of one party, or a third party or as a result of a cause independent from their will. (2) The person who, in order to execute a present or future obligation, passed on something to another person, may demand for the return of the service if: a) the grounds of obligational relation declined subsequently; b) the obligation is blocked by an exception which excludes for a long term period the possibility to execute it. (3) The claim on return shall be excluded if: a) the service provided corresponded to a moral obligation; b) the acceptor shall prove that the provider knew about non-existence of the obligation, but nevertheless provided the service, or he provided the service for philanthropic and charity purposes; c) the claim on return of those provided for the purpose of executing a null contract would contravene the protective purpose of the norm which instituted nullity. Article 1391. Return of the conditional service provided (1) The person who passed on something to another person, not for executing an obligation, but with an intention recognized by the acceptor to determine this person to a certain demeanor, may demand the return of the service provided if the acceptor did not have the demeanor pursued by the provider. (2) The claim on return of the conditional service provided is excluded when: a) it was impossible to accomplish the goal from the very beginning and the provider knew this fact; b) the provider, against the principles of good faith, hindered the accomplishment of the goal. Article 1392. Return of the service provided as a result of constraint or threat The person providing services not for the purpose of executing an obligation, but as a result of constraint or threat, may claim the return of the service except for the case when the acceptor proves that he was entitled to such service. Article 1393. In kind return of assets obtained without fair grounds (1) The patrimony obtained without fair grounds must be returned in kind to the provider.
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(2) The acceptor shall be responsible to the provider for all deficiencies or damages of assets obtained without fair grounds, including for those accidental, which appeared after the receiver was made aware of or had to be aware of the lack of the ground for accepted service provided. Prior to this moment he shall be responsible only for intention or serious culpability. Article 1394. Reimbursement of value of assets obtained without fair grounds (1) If it is impossible to return in kind the assets obtained without fair grounds, the acceptor shall reimburse to provider the real price of the assets prior to the moment they were obtained, as well as the prejudices caused by the subsequent reduction of the assets price, if he did not reimburse the price immediately after he was made aware of the lack of the ground of the accepted service provided. (2) The person who temporarily and without fair ground used the asset of another person without the intention to purchase it or used foreign services, must reimburse the provider what he saved as a result of the use thereof, in conformity with the existent price upon completion of use in the place where it was used. Article 1395. Effects of transfer of right without fair ground to another person The person who passed on to another person by transfer of debt or in another manner his right based on a non-existing or invaluable debt, shall have the right to demand for re-establishment in the previous situation, as well as the return of documents certifying the transferred right. Article 1396. Return of the unrealized revenue (1) The person who obtained patrimony without fair ground shall be obligated to return or recover to the person harmed the entire revenue realized thereby or had to realize from the moment when he found out or had to find out about the lack of the ground for accepted service provide. (2) For the amount owed according to paragraph (1) of this article, an interest shall be calculated according to Article 619 of this Code. Article 1397. Recover of costs for assets susceptible to return Once the assets obtained without fair grounds were returned and their values were recovered, the acceptor shall have the right to demand from the provider the recover of useful and necessary costs, incurred to maintain and keep the assets since the moment when he was obligated to return the revenues, calculating the benefits obtained thereby. The right to recover the costs shall be lost in the case when the acceptor was withholding deliberately the patrimony susceptible to return. Article 1398. Dispositions of non-authorized person (1) If non-authorized person used the asset and the disposition act is opposable to the authorized person, thereafter the first person shall be obligated to return to the authorized person everything he received as a result of the disposition act. If the disposition act has a free of charge nature, then this obligation shall be charged to the person who directly obtained profit on the basis of this act. (2) If a service in force in respect to the authorized person is provided in respect to a nonauthorized person, the non-authorized person shall be obligated to the authorized one to return what was provided.
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CHAPTER XXXIII. Games and bets Article 1399. Contract validity in regards to the game and bet (1) The contract on game and bet shall be valid only in cases expressly provided by law. (2) The contract shall also be valid if it refers to legal exercises and games, which require physical skills or exercises only from participants, except for the cases when the amounts involved in the game, are excessive depending on circumstances and parties condition and faculties. Article 1400. Lottery contract (1) The lottery contract and other similar contracts on games shall produce legal effects only if the lottery or the games are authorized by the state. (2) The relations among lottery organizers, summarizing (mutual bets) and other risky games, which received a license, as provided by legislation and participants of games, shall be established by the lottery contract. (3) In cases provided by the organization rules of games, the contract between the game's organizer and game participant shall be concluded by passing on to the participant the lottery ticket, receipt or another document from the organizer. (4) The proposal to conclude a contract, provided in paragraph (1) of this article, must contain clauses on the term of performance of games and the manner of determining the prize and its size. (5) In case the organizer refuses to hold the game in the term provided, game participants shall have the right to ask from the organizer for the recovering of the real prejudice caused as a result of game cancellation or postponement. (6) The prize obtained by the person, who according to the conditions of the game, is recognized as the winner, must be offered thereto by game's organizer in the amount, form and terms provided by the conditions of game performance, and if the term for paying the prize is not specified, not later than 12 days from the announcement of the game result. Article 1401. Convention on difference If a contract, which object is delivery of assets or transmittal of securities, shall be concluded with the condition that the difference between the price established in the contract and the price of the stock market or market price upon delivery to be paid by the party which lost in respect to the winning party, this contract shall be appreciated as a game. The same rule shall apply in the case when only a single party had the intention to pay the difference, and the other party knew or had to know about such an intention. CHAPTER XXXIV. Obligations Born from Causing Damages Section I. General provisions Article 1402. Grounds and general conditions of the penalty responsibilities (1) A person acting illegally in respect to another shall be obligated to repair the patrimonial prejudice, and in cases provided by the law, also the moral prejudice caused by action or omission.
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(2) The prejudice caused by illegal actions must be repaired in cases expressly provided by legislation. (3) The prejudice caused without guiltiness shall be repaired only in cases expressly provided by legislation. (4) A person, other from the author of the prejudice, shall be obligated to repair the prejudice only in cases expressly provided by legislation. (5) The prejudice shall not be repaired if it was caused upon the request or with the approval of the person harmed and the action of the author does not contradict the ethical moral norms of society. Article 1403. Responsibility between contracted parties The provisions of this chapter shall apply also in the case when the prejudice caused within contractual relations, except for the situations when the provisions on debtor's responsibility shall be applied for not executing the contract, as well as except for the situations when special regulations for certain contractual relations shall apply. Article 1404. Prejudice caused in case of legitimate defense (1) The prejudice caused by a person in condition of legitimate defense shall not be repaired, if he did not exceed the limits thereof. (2) If, during the defense against unfair attack, a prejudice was caused to a third party, the prejudice shall be repaired by the person who attacked. Article 1405. Prejudice caused in case of extreme necessity (1) The prejudice caused by a person in case of extreme necessity, shall be repaired thereby. (2) Taking into consideration the circumstances under which the prejudice was caused, the court may obligate the third party to repair the prejudice in which interest the author of the prejudice acted or may exonerate the author of the prejudice or the third party from the obligation to repair it integrally or partially. (3) The prejudice produced as a result of extinguishing or locating a fire shall be repaired by the person guilty for producing the fire. Article 1406. Responsibility of the principal for subordinate's deed (1) The principal shall be responsible for the prejudice caused by the guilt of his subordinate in the powers he was entrusted. (2) The principal shall preserve the appeal against the subordinate. The subordinate may be exonerated if he proves that he followed exactly principal's instructions. Article 1407. Responsibility for the prejudice caused by public authority or by high level authority (1) The prejudice, caused by an illegal administrative act or, if a public authority or a high level authority within it fails to solve a request in legal term, shall be repaired integrally by the respective public authority. The high level authority shall be responsible jointly and severally in case of intention or serious culpability. (2) Individuals shall have the right to require that the moral prejudice caused by actions indicated in paragraph (1) of this article to be repaired.
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(3) The obligation of repairing the prejudice shall not be born in the extent in which the person under prejudice omitted deliberately or by serious culpability to eliminate the prejudice by legal means. (4) If a public authority has an obligation imposed by an act which is adopted to protect against the risk of causing a certain prejudice, the public authority shall be responsible for such prejudice caused or not warned by not executing the obligation, except for the case when the public authority proves reasonable diligence for the purpose of executing the obligation. (5) The public authority shall not be responsible for the prejudice caused by adopting or by omitting to adopt a normative act or by omitting to put a law into effect. Article 1408. Responsibility of the state for the prejudice caused by the actions of penal investigation bodies, preliminary inquiry, prosecutor or court (1) The prejudice caused to an individual by illegal sentence, illegal charge to criminal responsibility, illegal application of the preventive measure under the form of preventive arrest or under a form of written declaration not to leave the region, illegal application as administrative sanction of the administrative arrest or correctional work shall be repaired integrally by the state, indifferently of the guiltiness of the high level officials of penal investigation bodies, preliminary inquiry, of the prosecutor's office or court. (2) The state shall be exonerated from responsibility if the harmed person contributed deliberately and willingly to the prejudice by self-denunciation. Article 1409. Responsibility for the prejudice caused by a minor under the age of fourteen (1) The prejudice caused by a minor under the age of 14 shall be repaired by the parents (adopted parents) or his tutor, if they don't prove the absence of their guiltiness in supervising or educating the minor. (2) If the minor under the age of 14 caused the prejudice being under the supervision of an institution for education or health, or of a person obligated to supervise him despite the contract, these institutions or persons shall be responsible for the prejudice caused, if they don't prove that it was not their fault that it was produced. (3) The obligation of parents, (adopted parents) tutors, education or health institutions to repair the prejudice caused by a minor, shall not cease once the minor comes to the age or if the assets obtained are sufficient to repair the prejudice. Article 1410. Responsibility for the prejudice caused by a minor between ages fourteen and eighteen (1) The minor between ages 14 and 18 shall be personally responsible for the prejudice caused, according to the general rules. (2) If the minor between ages 14 and 18 does not possess assets or revenues sufficient to repair the prejudice caused, it must be repaired integrally or partially by the parents (adopted parents) or his tutor, if they don't prove that the prejudice was caused not by their fault. (3) The obligation of parents, (adopted parents) tutors to repair the prejudice caused by a minor between ages 14 and 18 shall cease if the author of the prejudice came to the age, as well as in the case when prior to coming to an age he finds assets or revenues sufficient to repair the prejudice.
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Article 1411. Responsibility for the prejudice caused by a person lacking the capacity of exercise (1) For the prejudice caused by a person lacking the capacity of exercise, the tutor or the organization obligated to supervise him shall be responsible, if they don't prove that the prejudice was caused not by their fault. (2) Obligation of the tutor or organization to repair the prejudice caused by a person declared incapable, shall not cease if this person gained again the capacity of exercise. (3) If the tutor, called to charge in conformity with paragraph (1) of this article for the prejudice caused to the life and health of the harmed person, deceased or does not have sufficient means to repair the prejudice, and person who caused the prejudice has such means, the court has the right, taking into consideration the financial condition of the harmed person and the author of prejudice, as well as other circumstances, to decide on integral or partial reparation of the prejudice by the author of prejudice. Article 1412. Responsibility for the prejudice caused by a person who is not able to understand the meaning of his actions or to monitor them (1) The person with a capacity of exercise who caused a prejudice, being in a condition when can not understand the meaning of his actions or can not monitor them, shall not be responsible for the prejudice caused. (2) If the prejudice is caused to the life or health of the harmed person, the court shall have the right, taking into consideration the financial condition of the harmed person and of the author of the prejudice, to obligate the author of the prejudice to repair integrally or partially the prejudice. (3) The author of the prejudice shall not be exonerated from liability, if he personally is guilty for the fact to end up in such a condition as a result of consuming alcoholic substances, drugs or for other reason. Article 1413. Responsibility for the prejudice caused by a source of increased danger (1) Persons which activity relates to a source of increased danger for outside people (exploitation of transportation means, installation, mechanisms, electricity, explosive substances, building site, etc) shall be obligated to repair the prejudice caused by the source of increased danger, if they don't prove that the prejudice was caused as a result of force majeure, except for the cases when the damage was incurred as a result of exploitation of air planes or based on the intention of the harmed person. (2) The obligation to repair the prejudice shall be charged to the person who possesses the source of increased danger based on the ownership right or based on another legal ground or to the person who assumed the security thereof. (3) The possessor of the source of increased danger shall not be responsible for the prejudice caused, if he proves that the source of increased danger was out of his possession as a result of illegal actions of third parties. In this case, the person who illegally acquired the source of increased danger shall be responsible. In the extent in which the possessor of increased danger is guilty for the fact that the source of increased danger was out of his possession, he shall be responsible for the prejudice jointly and severally with the person who acquired the possession illegally. (4) The possessors of sources of increased danger shall be responsible jointly and severally for the prejudice caused to a third party by the interaction of these sources (collision of transportation means, etc). (5) The prejudice caused to the possessors of sources of increased danger as a result of their interaction shall be repaired according to the rules of Article 1409 of this Code.
Article 1414. Responsibility for the damage caused in common (1) If the damage was caused in common by several persons, these shall be responsible jointly and severally. (2) Not only the author of the causing factor, but also the person who incited and supported him shall be responsible for the damage, as well as the person who benefited consciously as a result of the damaged caused to someone. (3) If it is impossible to determine the quotas of compensations owed by the joint and several debtors according to paragraphs (1) and (2) of this article, these shall be responsible in equal quotas. Article 1415. The right on recourse in respect to the person who caused the prejudice (1) The person who repaired the prejudice caused by another person shall have the right to a recourse action against him in the amount of the compensation paid to the damaged person, if the law or the contract do not provide another quantum. (2) The state, if the prejudice is repaired based on Article 1409 of this Code, shall have the right of recourse in respect to the high level authority within penal investigation bodies, preliminary inquiry, prosecutor's office or the court, if the guiltiness of these people was ascertained by the legal sentence. (3) The parents, adopted parents, tutors and supervisors, as well as the organizations listed in Articles 1410 and 1412 of this Code, who repaired the prejudice caused by a minor or by a person lacking the capacity of exercise, shall have no right on recourse against them. Article 1416. Manners of repairing the prejudice (1) The court shall establish the type of compensation depending on circumstances. The court shall make decisions different from the request of the harmed person only based on ground reasons. (2) The court, adopting the decision on repairing the prejudice, shall obligate the author of the prejudice to put into disposal an asset of the same type and of the same quality, to repair the asset he damaged or to compensate integrally the prejudice caused by money in equivalent amount. (3) The quantum of repair by means of money in equivalent amount must be established by the court in correspondence with extension of the prejudice until the date of the final decision. After adopting such a decision, the injured person shall have the right to demand additional compensation for the prejudice that appeared only after passing such a decision. (4) The reparation of prejudice by means of money in equivalent amount shall be made by collecting a global amount in the favor of the harmed person or by establishing a due. If a due is established, the debtor may be obligated to deposit a warranty. Article 1417. Taking into consideration the guiltiness of the harmed person when determining the quantum of compensation (1) The prejudice caused as a result of the intention of the harmed person shall not be repaired. (2) If the serious culpability of the harmed person contributed to producing the prejudice or aggravating it, the compensation shall be reduced based on the level of guiltiness of the injured person. (3) The serious culpability of the harmed person shall not serve as grounds to reduce the compensation in cases provided by Article 1409 of this Code, as well as in cases when the
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prejudice was caused to a minor under the age of 14 or to a person lacking the capacity of exercise. Article 1418. Responsibility for the prejudice caused by animals. (1) The owner of an animal or the one using it during his work shall be responsible for the prejudice caused by the animal, if it was under his security or escaped the security. The obligation of repairing shall not be enforced if the prejudice was caused by a domestic animal, which serves for the achievement of the professional, entrepreneurial activity or for obtaining means for owners maintenance, and the animal owner provided the necessary care in the civil circuit for animal supervision or even if the damage was produced when providing such care. (2) The person who, based on the contract signed with the animal owner, assumed the obligation to supervise the animal, shall be responsible for the prejudice caused thereby, if he does not prove his non-guiltiness. Article 1419. Responsibility for the prejudice caused by deteriorating a building (1)The owner of the construction is obligated to repair the damage caused by deterioration of the entire or a part of the construction, when the crumbling is the result of lack of proper maintenance or a construction defect. (2) The person who assumed the obligation to the owner based on a contract on maintenance of the construction or is obligated to maintain the construction in proper condition based on the right of use granted to him, shall be liable in common with the owner jointly and severally for the damage resulting from the deterioration of the construction or a part thereof. Article 1420. Responsibility in case of crash or leakage from the construction If the damage was caused by the fact that the construction crashed or was leaking, the responsible person shall be the person owing the construction. The respective regulation shall not be applied in case the damage was produced by an event of force majeure or by fault of the prejudiced person. Article 1421. Responsibility for prejudice caused by health damage In case of mutilation or other health damage, the producer of the prejudice is obligated to compensate the injured person his salary or other income, which he did not earn after loosing or reducing his work abilities, as well as other expenses incurred by reason of health damage expenses for treatment, additional diet, prosthesis, caring by third party, procurement of special transportation means, vocational training, etc. Article 1422. Responsibility in case of death of the injured person (1) In case of causing the death of a person, the obligation of indemnity includes supporting of the persons who were entitled to being supported by the deceased person. (2) The persons who bear responsibility to repair the prejudice caused by death of the injured shall incur also the necessary expenses related to the funerals, taking into consideration the social status of the person and local customs of the person who supported these expenses.
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Article 1423. Capitalization of due sums for damage of health or death of the person In case of liquidation of the legal entity, which is responsible for the prejudice caused by health damage or death of the injured person, the respective sums shall be capitalized according to the legislation in force. Article 1424. Compensation of moral prejudice (1) In case a person was caused a moral prejudice (physical or psychical sufferings) by facts which violate his personal non-patrimonial rights, as well as other cases stipulated by the legislation, the court reserves the right to obligate the responsible person to compensate the prejudice in money equivalent. (2) Moral prejudice shall be compensated independently from existence and amount of patrimonial prejudice. (3) Compensation for moral prejudice shall be made also by no fault of the author of the illicit deed in case the prejudice was caused by illegal sentencing, illegal punishment, illegal application of the preventive measure in form of preventive arrest or in form of written declaration not to leave the locality, illegal application as administrative sanctions of the administrative arrest or educational work and other case stipulated by the law. Article 1425. Size of compensation for moral prejudice (1) The size of the compensation shall be determined by the court depending on the nature and seriousness of psychical or physical sufferings of the injured person, degree of guilt of the author of prejudice, in case the guilt is a responsibility condition, and the degree such compensation may satisfy the injured person. (2) The nature and seriousness of psychical and physical sufferings shall be estimated by the court taking into consideration concrete circumstances under which such prejudice was caused and the social status of the injured person. Article 1426. Prescription term (1) The action of compensation of prejudice is prescribed in a term of three years commencing in the moment when the injured person knew or should have known about existence of prejudice and the person obligated to compensate for it. (2) In case the person obligated to compensate the prejudice and the injured person negotiate regarding the prejudice which has to be compensated, the course of prescription shall be suspended for the period until one of the parties refuse the negotiation. (3) In case the person obligated to compensate the prejudice, as a result of illicit action obtained something on account of the injured person, this shall be liable to return what has obtained, even after expiration of the prescription term in accordance with norms regarding enrichment with no justified ground.
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Section II. Responsibility for prejudice caused by maleficent products Article 1427. Grounds for compensation of prejudices, caused by maleficent products (1) The producer shall be responsible for prejudice caused by a maleficent product, even on lack of fault, except cases when: (a) did not put the respective product in circulation; (b) under circumstances, it may be considered that the product did not have the harm which caused the prejudice in the moment the producer put it in circulation; (c) the product was neither made for sale and any other form of economic utilization, nor it was made or sold in the framework of work activity of the producer; (d) the harm lies in the fact that the product, in the moment of when the producer put it in circulation, corresponded to certain obligatory legal provisions; (e) the harm, regarding the stage of science and technology in the moment when the producer put it in circulation, could not be recognized. (2) The obligation in regard with repair of the prejudice by the producer of a component part of the product shall be excluded when in case such harm was due to assemblage mode (construction) of the product, in which the component part or attachments or connections made by the manufacturer of the final product, was incorporated. This provision shall be applicable in the proper mode to the producer of the raw material. (3) The obligation of the producer in regard to repair of prejudice is diminished or removed, if occurrence of prejudice was due to fault of the injured or a person, which the injured is responsible for. (4) Responsibility of the producer shall not be diminished in case the prejudice occurs at the same time by a harm of the product and the action of a third party. Article 1428. Definition of product and producer (1) A product, when used in this section, shall be any movable asset, even when it is part of a different movable asset or an immovable asset. When used in this chapter shall not be considered as products the grown agricultural products, livestock, apiculture or fishery (natural agricultural products) which do not go a primary processing, as well as hunting. Electricity shall be a product. (2) Producer, when used in this chapter, is the person who made a final product, a raw material, or a component part of a product. Producer shall be considered the person, which presents himself as producer by adding his name, his trademarks and other distinctive marks. (3) Producer is also considered the person, who in the framework of his commercial activity and within limits of fields regulated by this article, imports or procures a product for sale, rent or any other form of distribution. (4) In case the producer of a product can not be determined, any person who delivered the product may be considered as producer, if he is not indicating in a term of one month after he was made aware of the claim arisen from the harm of the product, the producer or the person who delivered the product to him. This provision shall be applied also in case of an imported product, for which cannot be identified the persons mentioned in the previous paragraph and in case when the name of the producer is known. Article 1429. Definition of a maleficent product (1) A product is maleficent, if it does not guarantee the expected safety of this product, taking into consideration all circumstance like: (a) the aspect of the product (b) usage, which reasonably could be recommended (c) the moment when the product is put in circulation
(2) A product is not maleficent only because later an improved product is put in circulation. Article 1430. Aim of test The prejudiced person shall bring tests of the malefic product, prejudice and the interconnection between these. Article 1431. Joint and several responsibilities Should various people be responsible of the same prejudice, these shall bear joint and several responsibilities. Article 1432. Terms established to repair the prejudice (1) If this term is not established, the prejudice shall be repaired if it appeared during 12 years from the moment of manufacturing of the product. (2) Claims according to article 1428 of this Code shall be prescribed in three years from the moment when the prejudiced person was made aware of or had to be aware of the prejudice and identity of producer. Article 1433. Interdiction regarding anticipatory excluding or limitation of responsibility The responsibility of the producer for maleficent products cannot be excluded or limited with anticipation. The contradictory agreements do not produce any effect.
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BOOK IV. SUCCESSION
CHAPTER I. General provisions Article 1434. Notion Inheritance is the transfer of patrimony of a deceased individual (testator) to his successors. Inheritance is the transfer due to the death case; it is universal, unitary and indivisible. Inheritance takes place according to the will (testamentary succession) and/or on legal base (legal succession). Article 1435. Successors May become successors in the event of succession as follows: testamentary - persons that have been alive at the moment of testator's death, as well as those that have been conceived during testator's life period and have been born after his death regardless the fact whether they are his children or not, as well as legal entities that posses civil legal capacity at the moment of testator's death; legal - persons that have been alive at the moment of testator's death, as well as testator's children conceived during his life time and born after his death; The state possesses testamentary succession right, as well as succession right over a vacant succession patrimony. Article 1436. Unworthy successor The person shall not become legal or testamentary successor provided as follows: a) Intentionally created obstacles for realization of testator's last will and herewith contributing to being invited personally or to inviting persons intimate to him to succession or to increase the succession portion of mentioned persons, b) Intentionally committed a crime or a immoral deed directed against last will of testator, expressed in his will, provided such circumstances will be established by court (unworthy successor) Article 1437. Parents that can not be qualified as successors Parents that have been deprived of their parents' rights and which were not re-established in their rights at the succession date shall not become legal successors to their children. Persons that have shirked with dishonesty from taking care of testator as well shall not become legal successors provided such circumstances are confirmed by court. Article 1438. Judicial deprivation of heirship Event constituting reason to deprive successor of his heirship should be established by court. The action can be brought by person that might obtain certain estate results by depriving a successor unworthy of heirship. Article 1439. Forgiveness of unworthy successor Person guilty of committing actions that lead to disinheritance can be invited to inheritance, despite the fact, provided testator will forgive that person and will express that clearly in his will.
Article 1440. Obligations of persons acknowledged as unworthy successor Should a person after getting succession be acknowledged by the court as unworthy successor, he is obliged to return all received as inheritance, including fruits and obtained income. Article 1441. Terms to plead for acknowledgement of unworthy successor Concerned person shall institute legal acknowledgement of person as unworthy successor in oneyear period since pronouncing of will. Article 1442. Portion of inheritance of a person deprived of heirship Portion of the person deprived of heirship shall pass to other successors invited to succession and shall be divided among them in equal parts. Article 1443. Succession opening A succession shall be opened following death of individual or after legal statement about his death. The date of succession opening shall be considered the moment of testator's death or the date of validation of court decision on statement about testator's death. Article 1444. Co-treasures and co-deceased Shall be presumed as persons that died concomitantly those persons with reciprocal and unilateral succession vocation that died without knowing if others have survived, (co-treasures and co-deceased). Inheritance left by each co-treasurer or co-deceased will be taken by their successors. Article 1445. Opening of succession after declaration of person's death Consequence provided by Article 1444 of the present Code occurs as well in the event of court declaration of death of some persons following their disappearance in the same circumstances without news. In that case, the time the court pronounced its decision about death case of other persons has no importance. Article 1446. Location of succession opening The location of succession opening is the last place of testator's permanent residence, and if otherwise the place where properties at succession are located. If the goods at succession are located in different places, the place of succession opening shall be considered the place holding the most valuable real estate. In the event of no real estate - the place where the main part of personal goods considered as value are placed. Article 1447. Succession patrimony (1) Goods at succession include testator's property rights (succession assets) as well as the obligations (succession liabilities) he had at the moment of death. (2) The succession, in the event of several successors, before partitioning to all of them, belongs to all successors as a unique estate.
The portion that belonged to testator from common estate makes part of common succession, and if natural partition is not possible, then the value is considered. Article 1448. Future estate Person can provide in his will a certain property that he might not own at the moment of will drawing, if at the moment of succession opening such a property will be in his estate. Article 1449. Inadmissibility of transferring rights and obligations holding personal character by heirship Property rights and obligations of personal character that can belong only to testator can not make part of succession, as well as rights and obligations provided by the law or by a contract, being valid only during testator's life period and that end after his death. Article 1450. Protection of testator's intangible property rights Intangible property rights of a testator not included in succession can be realized and protected by successors according to the law. Article 1451. Right to demand goods from succession If testator included in his will a value that belongs to the other person, then its owner shall be entitled to demand the good on general principles. If the estate of deceased is composed from goods belonging to any other person, then this part of estate must be determined and transferred to corresponding person.
TITLE II. TESTAMENTARY INHERITANCE CHAPTER I. GENERAL PROVISIONS Article 1452. Notion The will is a solemn, unilateral, revocable and personal legal act, by which the testator, at the moment of his death disposes for gratuitous consideration all or a part of his property. Only a capable person can be a testator. Drawing up of a will via a representative is not allowed. Article 1453. Portion determination by testator Testator can determine in his will the portions of the heritage for successor mentioned in the will or may name the successor directly and the part of inheritance that will be transferred into his heirship. In the event of it is not stipulated so in the will, the inheritance shall be divided equally between the successors. In the event of some successors are mentioned in the will, when only the portion to one of them is established, the other inherits equal portions from the remaining estate.
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Article 1454. Repartition of inheritance between testamentary successors In the event of several successors are named in the will and the determined portion of one of them holds the whole inheritance, all testamentary successors inherit in equal portions. Article 1455. Inheritance of remaining estate not mentioned in the will In the event of portions determined in the will do not include the whole inheritance, the remaining estate, that was not mentioned in the will, will be settled in compliance with provisions of legal or vacant inheritance that refers as well to those legal successor that had been provided via heir a part of estate, provided the will does not provide otherwise. Article 1456. Impossibility of successor's exact determination In the event of the testator has determined the successor via characteristics that can be applied to many persons and it is impossible to determine the one the testator had in his mind, then all these persons shall be considered successors entitled to equal portions. Article 1457. Disinheritance by will The testator can disinherit one, several or all legal successors and shall not be obliged to motivate that fact. Person disinherited by direct testamentary indication can become legal successor over the part of estate that was not included in the will as well as if testamentary successors have waived heirship. Article 1458. Reservation of heirship Legal successors not mentioned in the will reserve their heirship over a part of estate that was not mentioned in the will; they as well receive the property provided by will in the event of no one testamentary successor has been alive at succession opening or in the event of all have waived heirship. Article 1459. Inadmissibility of legal inheritance In the event of all successional estate was divided between successors in compliance with the will, but at the moment of succession opening one of the successors was no more alive, then legal inheritance will not take place and his estate portion will be distributed equally between the other testamentary successors. CHAPTER II. THE FORM OF THE WILL Article 1460. The form of the will The will can be drawn up only in the form provided by the present Code. a) Holographic will - written in full personally by testator, dated and signed by him. b) Authentic will - authenticated by the notary as well as the assimilated will authenticated by the notary.
c) Mystical will - i.e. written in full, dated and signed by testator, bind and sealed and later presented to the notary that shall apply the authenticated text to the envelope signed further by testator and the notary. Article 1461. Wills authenticated with those authenticated by the notary Wills authenticated by persons mentioned below are assimilated with the ones authenticated by the notary: a) head physician, chief, his deputies - physicians and physician on duty at the hospital, at any other medical institution, sanatorium, director and head physician of old peoples' of invalids' homes if the testator is under treatment or lives in that institution; chief search expeditions, geographical and other similar expeditions if the testator is with a similar expedition; b) Marine or air navy captain if the testator is on the ship or in the airplane; c) Commander (chief) of section, unit, institution and college if the dislocation point of military unit is not equipped with the position of a notary and if the testator is a military and performs his service with military unit or if the testator is a individual or member of his family; d) Chief of institution for liberty deprivation if the testator is hold in places for liberty deprivation. The will authenticated in compliance with provisions of the present article not later than the second day following the authentication date shall be dispatched to one of the notaries the corresponding institution is in the limits of his service zone. Article 1462. Signing of will by another person The will can be signed by another person in the event of the testator due to a certain reason can not personally sign the will; upon his request, in his presence, in the presence of at least two witnesses and the notary. In that case the reasons that caused the testator's default in signing personal will should be mentioned. The witnesses as well sign the will. Article 1463. The will of an illiterate and physically infirm person The will of an illiterate or physically infirm person should be drawn up in the presence of two witnesses and of a person that can communicate with the said person, via signing, thus confirming the wish of testator. Article 1464. Witnesses at will Testamentary witnesses can not be persons that did not reach the age of 18, acknowledged incapable, testamentary successors and their ascendant and descendant relatives, sisters, brothers, husband (wife) and those with a legacy (legatee). Article 1460. Secrecy of will The notary, other person authenticating the will, as well as the persons singing the will on behalf of testator, are not entitled until succession pronouncing to publish data about will's contents, drawing up, its modifications or annulment.
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Article 1466. Date of will drawing up Shall be written the date the will was drawn up. Lack of the date may cause its nullity unless the doubts on testators' mental capacity at the moment of will's drawing up, modification or recalling are eliminated as well as in the event of several wills. Article 1467. Reserved successor The testator shall be entitled to name in this will the other successor (reserved successor) for the case if the successor he appointed might die before will pronouncing or will waive the heirship or will be deprived of his heirship. Abandoning of testamentary successor in the favor of appointed reserved successor is not admitted. Reserved successor can be any person that in compliance with the Article 1435 of the present Code can be successor. CHAPTER III. MODIFICATION, RECALL OR ANNULMENT OF WILL Article 1468. Modification, recalling of will Testator can modify or recall his will at any moment: a) By drawing up of a new will, that recalls directly in full or modifies a part of previous will that contravenes with new will; By submitting an application to a notary; By destroying personally all copies of holographic will. Article 1469. Inadmissibility of re-establishment of recalled will The will recalled by the will drawn up afterwards can not be re-established even in the event of the will drawn up later will be recalled by an application. Article 1470. Several wills In the event of the testator drew up several wills but they are amended and do not substitute totally one another, all the will remain in force. The previous will shall maintain its validity to the extent that its provisions are not altered by subsequent wills. Article 1471. Motives to declare will as void The will shall be considered void in the event of: a) The beneficiary of the will dies before the testator; b) Heirship disappears during the life period of testator or was alienated by him; c) The unique successor does not accept the inheritance; It violates the succession reserve. Article 1472. Wills nullity The will shall be considered null in the event of existing conditions stipulate nullity of conventions.
Testamentary provisions that contravene with the law or public interests as well as conditions that are not clear or contradicting one another are considered null. The will drawn up without following legally established form shall be considered null by court. Article 1473. Nullity of separate testamentary provisions Shall be considered null testamentary provision stipulating invitation to inherit the non-existing estate. Testamentary provision that can not be executed due to the health reason or other objective reasons shall be considered null. Article 1474. Consequences of nullity of a testamentary provision In the event of among some testamentary provision one is null or has no legal power and the testator did not leave other orders, the rest of provisions remain in force. Article 1475. Acceptance of succession in the event of will's nullity In the event of will's nullity the successor deprived of heirship by the will shall be entitled to receive legal succession in compliance with the general rules. Article 1476. Contestation of will's validity The validity of the will can be contested by legal successors and by other persons concerned on the base of circumstances that entail nullity of the convention. Article 1477. Term for bringing a suit to court Suit on recognition of will's invalidity can be brought up within one year from the date of will pronouncing. This term of limitation does not extend over the suit of the owner in the event of the testator by mistake tested strange estate as his own. CHAPTER IV. WILL EXECUTION Article 1478. Subjects of will execution In the event of the will does not contain indication it shall be settled by testamentary successors. The successors can entrust execution of the will, by contract, to one of them or to another person. Article 1479. Appointment of settler With a view of precise execution of testamentary provisions the testator may appoint by his will one or many will executors from the composition of testamentary successors as well as the other person, which is not a successor. In the last case the executor shall give his consent expressed in writing on the will or on annex to testamentary application.
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Article 1480. Refuse to execute the will Executor is entitled at any time to refuse to execute obligation he was entrusted by testator and he should announce beforehand the testamentary successors. Article 1481. Appointment of executor by third person Testator may entrust appointment of an executor to a third party which after will pronouncing shall name immediately the executor and inform the successors on appointment. Third party may refuse to execute that and shall be liable to announce immediately the successors. Appointment of executor shall be carried out by the third party that shall submit an application to a notary at the location of will pronouncing. (3) The executor announces his agreement by submitting application to a notary at the location of will pronouncing. Article 1482. Partial or integral execution of a will Testator my entrust executor to execute the will in its integrity or only some certain provision of the will. Article 1483. Inheritance safekeeping and management The executor shall be liable from the moment of will pronouncing to carry out safekeeping and administration of inheritance; he is entitled to carry out all actions required for will execution. In the limits of this commission the successors loose their right to administer the inheritance. Article 1484. Inheritance safekeeping and administration by several persons In the event of several settlers, individual actions are permitted only in the event of inheritance safekeeping the rest of the cases requesting mutual agreement. Article 1485. Covering of expenditures carried out during will execution Executor carries out his obligations free of charge, although he can receive a compensation for his actions, if it is provided by the will. Executor is entitled to be paid off the expenditures he had in connection with safekeeping and administration of estate on the account of succession patrimony. Executor, which is not a successor, is not entitled to perform other expenditures from succession patrimony with exception of cases provided by Article 1523 of the present Code Article 1486. Executor's report After will execution, on the request of successors, the executor is obliged to present them a report on his activity. Executor performs his duties unless all successors receive the inheritance. Article 1487. Removal of executor of will The court may remove the executor on the request of concerned person on the base of wellgrounded reasons.
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Article 1487. Responsibility of executor of will In the event of the executor intentionally or due to imprudence will fail to perform obligations entrusted by will and herewith will cause losses to successors, then he will be liable for those prejudices. CHAPTER V. LEGACY Article 1489. Notion Testator may provide to certain persons patrimonial advantages (legacy) without appointing them as successors. Article 1490. Object of a legacy Object of a legacy may become transfer of legacy (legatee) in property rights, use or other patrimonial right, of goods that make part of succession patrimony, obtain and transfer to him of property that does not make part of inheritance, execution of a certain type of work, services rendering or other by the one receiving legacy. Article 1491. Use of lodging on the base of legacy Testator is entitled to oblige the successor receiving dwelling house, apartment or any other lodging, to transfer to one or to many persons the right for life use of living quarters or of a determined portion of it. The life use remains in force in the event of further transfer of property right over the living quarters. Article 1492. Non-alienation of right for life use of living quarters Right for life use of living quarters shall not be alienated and shall not be transferred to legatee's successors. Right of life use over a living quarter can not serve as a reason for other members of legatee to live in the same quarter unless the will provide otherwise. Article 1493. Limits of legacy execution The successor assigned to execute legacy carries out that legacy in the limits of the value of tested inheritance with the exception of the other portion of testator's liabilities the successor was assigned to pay off unless the will does not stipulate otherwise. Article 1494. Legacy execution by other successors In the event of the successor that was assigned to execute the legacy died before the will was pronounced or refused to accept inheritance, the obligation on legacy execution shall pass to those successors that have received his portion. In the event of legacy execution is assigned to many successors then each of them carried out his obligation proportionally to the portion of succession.
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Article 1493. Limits of legacy execution Legatee is entitled to request execution of legacy in six months period as from the date of will pronouncing unless the will does not provide otherwise. Article 1496. Stoppage of legacy execution Legacy is stopped in the event of as follows: Legatee did not request execution in term provided by the article 1495. Legatee is not alive on the date the will is pronounced. Article 1497. Legacy at acceptance of obligatory portion If the testamentary successor assigned to execute legacy is entitled to receive the obligatory portion as well, then he is executing the legacy only in the limits of that portion of inherited estate which exceeds the size of obligatory portion. Article 1498. Responsibility of the person accepting legacy The persons that accepts legacy is not responsible for testator's debts. Article 1499. Refuse of legacy and waive from legacy execution The person accepting legacy is entitled to waive its acceptance. In that case the corresponding portion of succession will pass to the successor that will be assigned to execute legacy. If legacy receiver shall waive the legacy, then the successor that is assigned to execute the legacy shall be considered exempted from obligation to execute legacy. Article 1500. Transfer of legacy by successor In the event of the person that receives legacy died after will pronouncing but did not succeed to express its agreement on legacy acceptance, in that case the right to receive it will pass to his successors that will receive legacy in his place unless the legacy is not bound to legatee in particular. Article 1501. Legacy for the purposes of general use Testator may order successors to execute a certain action for the purposes of general use, which can be of tangible or intangible character. Norms regulating legacy shall be applied in the event of the entrusted action refers to the estate 211. In the event of the successor assigned by will to execute any actions for the purposes of general use dies, then these obligations are transferred to those successors that have accepted inheritance. The executor is entitled to demand by court decision from the successor execution of action he was entrusted with; failing executor it should be demanded by each of successors as well as persons concerned.
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TITLE III. LEGAL INHERITANCE CHAPTER I. GENERAL PROVISIONS Article 1502. Legal inheritance Legal inheritance - transfer of deceased property to persons mentioned by law - shall be applied in the event of if the one that left inheritance: a) b) c) d) did not leave a will, was declared complete or partial nullity of the will, when testamentary successor is co-deceased or co-treasurer with the testator In the event of unworthy testamentary successor.
Article 1502. Legal successors In the event of legal succession, the successors with right of equal share shall be as follows: 1st class successors - descendants (sons and daughters of testator as well as those born alive after testator's death as well as those adopted), surviving spouse and privileged ascendants (parents, adoptive parents) of testator. 2nd class successors - privileged collaterals (brothers and sisters) and ordinary ascendants (father's parents as well as mother's ones) of testator; 3rd class successors - ordinary collaterals (uncles and aunts) of testator. Ordinary ascendants inherit by proximity of relation degree with the testator; correspondingly the grandparents remove grand-grandparents, etc. indifferent of sex or line. In the event of descendants and collaterals inheriting their representation shall be demanded. Descendants up to infinite; Collaterals up to the 4th degree. Privileged collaterals - (brother's or sister's nephew) - (brother's and sister's grandchildren); Ordinary collaterals (primary cousins). Representation takes place following provisions of the article 1507. Adoptive parents and other his relatives by blood by ascendant line, as well as brothers and sisters by blood do not inherit from the one adopted or his descendants. Article 1504. Order for legal succession Subsequent class successors are invited to legal succession only in the event of absence of precedent class successors or in the event if those mentioned do not accept succession. They are invited as well to succession when all precedent class successors have been deprived of succession right. Article 1505. Disinheritance in the event of divorce By court decision a husband can be deprived of his right for legal succession if it will be confirmed that the wedlock with the testator de facto did not exist with three years preliminary to succession and the couple lived separately.
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Article 1506. Loose of right for succession resulting from wedding declared null Surviving husband looses his right for succession provided existed reasons to declare nullity of marriage and the testator brought an action to court. Article 1507. Representation In the event of the successor dies before the testator, successors named in article 1503 (3) get portion from inheritance, which was due to him via intermediary of institution of representation. Representation locates the place and the right of representative. Representation of a person the inheritance was waived by successors, of a person that waived to inherit as well as representation of unworthy is not admitted. CHAPTER II. OBLIGATORY PORTION Article 1508. Notion Disabled 1 class legal successors of testator are entitled to inherit independently from the content of the will a half from portion that would be due to them in the event of legal succession (obligatory portion) Article 1509. The moment of appearance of a right for claiming obligatory portion The right for claiming obligatory portion appears from the moment of succession pronouncement. The right to claim for obligatory portion is transferred by heir. Article 1510. Determination of obligatory portion volume The total size of obligatory portion shall be determined by considering the whole succession, including the estate attributed for legacy execution or of an action for general use purposes. Article 1511. Determination of obligatory portion for each successor At determination of obligatory share for every successor, shall be taken into consideration all legal successors that would have been invited to succession, if there were no will. Testamentary successors are not taken into consideration. Article 1512. Consequences of legacy waiving The person entitled to receive obligatory portion and which is a legatee at the same time shall be entitled to claim for obligatory portion provided the person waives legacy. In the event of the person will not waive legacy he can loose his right for obligatory portion in the proportions of legacy value. Article 1513. Separation of obligatory portion from the estate not provided by the will If the will does not refer to the whole succession estate, then the obligatory portion shall be separated first of all from the estate not provided by the will, and should such separation be insufficient, it shall be completed from the estate provided by the will.
Article 1514. The right to request completion of the share In the event that a person entitled to an obligatory portion has been settled on an estate to an amount lesser than half of the portion, which such person would have received in case of legal succession, then such person can request that portion to which the estate received by will is lesser than half of the portion he would have received in accordance with the law. Article 1515. Refuse to accept obligatory portion Successor entitled to accept obligatory portion may refuse its acceptance but this does not provide increase of obligatory portion of the other successors. His portion shall pass to testamentary successors. Acceptance of or refuse from obligatory portion should be carried out during the period established for acceptance of or waive the inheritance. Article 1516. Deprivation of right for obligatory portion Deprivation of right for obligatory portion may have place provided there are circumstances that shall result with disinheritance in generally. Deprivation of right for obligatory portion may be executed by testator during his life time by addressing to Court. The decision taken by the court on deprivation of right for obligatory portion enters into force from the date of will pronouncing. The same rule shall be applicable in the case when testator, while alive, took legal action to the court, and the decision has been taken after his death. Article 1517. Transfer of obligatory portion to testamentary successors The portion of successor deprived of right for obligatory portion shall pass to testamentary successors. TITLE II. VACANT SUCCESSION Article 1518. Transfer of goods without successor into state property Succession patrimony shall be transferred into state property on the base of heirship over a vacant estate provided there are no legal or testamentary successors or if one of the successors did not accept succession or in the event of all successors are disinherited. The goods without successors are transferred into state property. At drawing up of Vacant Succession Certificate the state will assume possession of inheritance. The order of inheritance and record of vacant succession patrimony as well as its transfer into state property is established by the law. TITLE V. Legal regime of successor CHAPTER I. Succession option Article 1519. Acceptance of succession Succession shall be transferred to successor invited to succession, reserving the right to waive the succession.
Succession can be accepted by successor, regardless the fact whether he is legal or testamentary successor. Succession shall be considered accepted when the successor will submit an application on succession acceptance to the notary's office the succession was opened with or if he actually takes-over or administers the estate, that fact beyond doubt witnessing his acceptance of succession. In the event of the successor took-over a part of succession, it shall be considered that he had accepted the whole succession despite his whereabouts or the form. Article 1520. Term for succession acceptance The succession should be accepted in six months period as of the date of succession opening. Article 1521. Special term for succession acceptance If the right to accept succession appears in the event of provided the rest of successors do not accept the succession, it should be accepted during the remaining part of established term for succession acceptance and in the event of that period of time is less than three months, then it shall be prolonged until three months. Article 1522. Prolongation of succession acceptance term The term established for succession acceptance provided by article 1520 can be prolonged by court by at least six months. At term expiration the succession can be accepted also without addressing to court by approbation of other successors that have accepted succession on time. In the event of provided by paragraph 1 of the present article the successor is granted in kind his proper portion that remained from estate, and in the event if it is impossible to transfer in kind, he should receive an amount equal with value of portion remaining from property ought to be his. Article 1523. Inadmissibility to possess inheritance The successor that took-over inheritance into possession or management is not entitled to have the succession until expiration of succession acceptance term or until receiving heir certificate with the exception of following expenditures made for: a) treatment and care of testator during his last illness ; b) testator's funeral; c) custody and administration of succession goods. Article 1524. Right for revenues obtained before entering an action If legal successor being not aware of will has taken possession over succession patrimony and the testamentary successor was not aware of recall, will modification or if legal or testamentary successor were not aware about existence of other more close legal successors or about existence of any other will, in that case they will receive a revenue from inheritance until the moment the proceeding was instituted; they are as well entitled to request the whole capital they have deposited into inheritance.
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Article 1525. Consequences of alienation of some certain goods from succession In the event of the goods that make part from succession patrimony will be sold before legal proceedings, then sale - purchase action will be considered valid but the financial means obtained from sale of goods will be transferred to legal successors. Article 1526. Transfer of succession In the case the successor died after succession opening and before accepting it, the right to accept portion of succession shall pass to his successors (transfer of succession). Successors of deceased must accept inheritance during the remaining period before expiration of inheritance acceptance term. In case that this term is less than three months it should be prolonged up to three months period. At expiration of term stipulated in paragraph 1 of the present article, the court can recognize that testator's successors have accepted succession provided the court will consider clauses that caused term omitting as well-grounded. Successor's right to receive a part of inheritance as obligatory portion is not transferred to his successors. Article 1527. Consequences of not accepting inheritance by transfer of succession Non-acceptance of inheritance by succession transfer does not deprive the successor of possibility to accept inheritance destined directly to deceased successor. On refuse to accept inheritance by succession transfer the estate shall be transferred to persons invited to accept inheritance together with deceased successors. Article 1528. Measures for succession preserve Successor shall be entitled to request taking measures for succession reserve; a term of six months period shall be established for that procedure making a part of general term established for acceptance of succession. Article 1529. Waive of succession (1) Successor can waive succession in six months period as from the date of succession opening, inclusive and if he accepted succession. Successor may waive to accept succession in the favor of other legal or testamentary succession. Waive of succession in the favor of disinherited person or the one recognized as unworthy successor is not admitted in compliance with those directly stipulated in the will. Article 1530. Inadmissibility of partial acceptance of succession Partial acceptance of succession or partial waives of succession under a condition or for a certain period of time is not permitted. It shall be considered that the successor waived inheritance if he waives a part of inheritance or sets a certain condition. Article 1531. Inheritance of some portions The person called for inheritance of many portions from inheritance may accept a part and may refuse the other provided he is called to inheritance on different reasons.
If invitation is made on the same reason, then acceptance or waive of a portion shall be considered valid for the other party as well. Invitation has the same reason as well as in the event of when the provision is stipulated in different wills. In the event of testator tested to successor several portions from inheritance, he may authorize him by testamentary provision to accept a portion and to renounce the other one. Article 1532. Refusal of the part of succession Successor shall be entitled to waive the part of succession patrimony belonging to him by right of increase regardless of the remaining part of the inheritance. Article 1533. Increase of portion in the event of renunciation of succession In the event of successor has not accepted inheritance, renounced the inheritance but did not declare the favored person, in that case his portion shall be added to the portion of legal successors invited to inheritance; and if the whole inheritance is divided by will - to the portion of testamentary successors and is divided among them pro rata with their portions provided the will does not provide otherwise. Article 1534. Renunciation of unique successor to succession If the successor that had renounced the succession is the only successor among the corresponding class successors, then the succession will pass to the next class successors. Article 1535. Renunciation in the favor of many successors If the successor renounces to accept succession in the favor of many persons, then he may point the portion to each of them. If otherwise, his portion shall be divided equally between successors the waive of succession was announced in the favor of. Article 1536. Renunciation of succession in favor of successors invited to succession by representation Renunciation of succession in favor of successors invited to succession by representation shall be permitted provided at the day of succession opening the represented person that had to be testator's successor was not alive or if the successor called at succession by representation (in the event of legal succession) is a testamentary successor. Article 1537. Inadmissibility of state representative refusing to accept succession State representative is not entitled to renounce acceptance of succession. Article 1538. Inadmissibility refuse succession after submitting application to a notary Successor is not allowed to renounce succession after he had submitted to the notary, at the place the succession was opened, an application on acceptance of inheritance. Article 1539. Irreversibility of renunciation of succession Successor's application on renunciation of succession is irreversible. Renunciation of succession shall be admitted under court permission in the event of the successor is a person without exercising capacity or with a limited exercising capacity.
Article 1540. Transfer of right on renunciation of succession The right to renounce the succession shall be transferred by heir. In the event of the successor died until the expiration of term established for renunciation of succession, that term continues until expiration of time remained after the death of successor. Each of several successors of deceased successor may renounce only to his part of succession. Article 1541. Term for contestation of option at succession Acceptance or renunciation of inheritance can be contested in three months period as of the day when the person concerned found out that there are well grounded reasons for that action. Article 1542. The moment of appearance of legal consequences of option at succession Legal consequences on acceptance or renunciation of succession appear from the moment of will opening. CHAPTER II. RESPONSIBILITY INHERITANCE O SUCCESSOR FOR LIABILITIES OF
Article 1543. Responsibility of successors to creditors Successors that accepted succession shall satisfy claims of testator's creditors pro rata of their option in accepted assets. Successors are jointly responsible if testator was a joint debtor concerning liabilities transferred to successors. Successors that received obligatory portion as well are responsible for testator's liabilities. Article 1544. Task of probation The successor should prove that testator's debts exceed inherited estate with exception of case when a notary carried out inheritance's inventory. Article 1545. Charging the successor with the payment of debt Testator can charge one or several successors to pay entirely or partially his debt. Article 1546. Obligation to inform creditors about will opening Successors are obliged to inform testator's creditors about will opening provided they are aware of defunct's debts. Article 1547. Term for creditors application Debtor's creditors should submit their claims to successor that accepted succession in six months period as of the day they have found out about will opening independently of appearance of those claims' setting days. If successor's creditors were not aware of will opening then they should submit claims to successor in one year period as for the moment of term for claim presentation began its count. Non-observance of those rules by the creditors will entail loosing of right of claim.
Article 1548. Application of general terms of prescription Term established for creditors for claiming shall not extend over the claims about expenditures made for maintenance and treatment of testator during his last illness, payment of salary, funeral expenditures, safeguarding and management of inheritance as well as applications submitted by third parties for recognition of property right over the estate and use of estate being in property. General terms of prescription are applied to claims mentioned in paragraph 1 of the present article. Article 1549. Postponed term of execution If the application was submitted to credit prior to appearance of setting say term, then the successor is entitled to postpone execution until that term. On term appearance the creditor is entitled to request execution during the general term of prescription. Article 1550. Priority of testator's creditors At satisfaction of requests testator's creditors have priority over successor's creditor's. Article 1551. State responsibility At transfer of testator's estate to the state, the last one shall be responsible for testator's liabilities similar to other successors. Article 1552. Consequences of accepting inheritance born by creditors If testator tested his estate to creditors, it can not be considered as compensation of the right on the request of creditor. Article 1553. Mode of satisfaction of creditors Successors shall satisfy creditor's requests with one way payment unless it was not established otherwise by agreements concluded among them. CHAPTER III. SAFEKEEPING OF SUCCESSION Article 1554. Notion For safekeeping interests of successors missing at the place, of those that receive legacy and of public interests the notary at the location of succession opening, on the initiative of persons concerned, of will executor or on personal initiative undertakes appropriate actions for safekeeping of succession that lasts until inheritance is accepted by all successors or until expiration of term established for acceptance of inheritance. Article 1555. Obligation of notary over succession safekeeping If the estate at succession or a part of it is not physically located at the place of succession opening, then the notary shall assign the notary from the physical location of estate to take measures for safekeeping of that estate.
Article 1556. Estate inventory The notary for the sake of safekeeping of testator's estate records inheritance and transfers it for safekeeping to a successor or to other persons, taking thus measures to find successors that are not in the location of succession opening. Article 1557. Appointment of succession manager If the estate must be managed as well as in the event of if an action is brought by successor's creditors, then the notary appoints a manager to estate. The manager can not be appointed if at least one of successors has received estate or is appointed to execute the will. TITLE VI. CONFIRMATION OF HEIRSHIP Article 1558. Notion for Certificate of Successor Persons acknowledged as successors can request the notary from the location the succession was opened to issue the certificate of successor. Article 1559. Term for issuance of certificate of successor Certificate of successor is issued to successors on expiration of six months term as of the date of succession opening, at any time. Certificate of successor shall be issued before expiration of six months term as provided the notary has the evidences of the fact that apart from persons soliciting issuance of certificate of successor other successors do not exist. Article 1560. Issuance of certificate of successor's quality Shall be possible issuance of certificate on successor's quality in the event of existence of some goods of defunct's estate has not yet been proved or their determination requests a long term operations and successors are requesting establishment only of their quality at succession. It shall be mentioned in the quality certificate that it has no value of a certificate of successor and that it can be used only for obtaining of necessary documents, to prove existence of goods that make part of succession patrimony; the certificate of successor being issued later. That quality can be proved only in the event of accepting inheritance on time; if contrary the successor shall be considered stranger to inheritance by non-acceptance. Article 1561. Issuance of certificate of vacant succession In the event of there are no legal successors, no testamentary successors; the notary upon the request of state representative estates succession as vacant and issues a certificate of vacant succession after the expiration of legal term for acceptance of succession. TITLE VII. PARTITION OF INHERITANCE Article 1562. Notion Partition of succession shall be made under agreement of successors, after accepting certificate of successor.
Article 1563. Determination of succession partition mode by testator Testator can determine by will the succession partition mode, in particular, to entrust partition of succession to a third party. Decision of third party is not obligatory for successors, unless it is evidently unjust. In such a case the partition shall be carried out by court decision Article 1564. Repartition of succession portion in kind Each successor may request repartition in kind of his portion from immobile property as well as from movables provided that such repartition is possible and is not forbidden by the law. Article 1565. Suspension of succession partition Co-successors may agree over suspension of succession partition for uncertain period of time. Article 1566. Property in portions over indivisible property Unless it is not established otherwise by agreement of all successors accepting inheritance, the property which partition may lead to loss or diminution of its economic meaning, shall not be subjected to partition and becomes common property of successors in compliance with their portions. Article 1567. Division of agricultural plot between successors In the event of the owner of the agricultural plot, the agricultural economy is located on, left it by will to several successors or if the succession is intestate and there are several legal successors to the estate, then the plot with agricultural destination, with agricultural machinery, can be divided between successors provided the portion of plot repartitioned to each successor after partition will permit existence of a viable economy. Division shall be permitted only in the event of if successors themselves wish to manage the economy. If no one of successors wishes to manage a homestead, then upon their agreement the plot together with the premises located on that plot can be sold and the successors will receive their portions with money. Article 1568. Inadmissibility of division of agricultural plot The plot must be offered to a successor that lives in agricultural economy and together with testator managed the economy in the event of division of agricultural plot is not possible; if there is no such a successor the plot should be offered to a person capable and willing to manage the economy. Article 1569. Compensation of portion Successor that can not accept the plot will receive a corresponding portion from other property; and in the event of that property is not sufficient estate, he will receive a corresponding compensation according to the established mode. Article 1570. Portion of successor conceived at partition of succession If the successor is conceived but is not yet born, then the partition of succession is possible only after such a successor is being born, in compliance with the article 1562.
If the conceived successor, but not yet born will be born alive, the rest of successors are entitled to part succession provided they separate his portion. Article 1571. Payment of debts are entitled to one of successors It shall be permitted by agreement of co-successors to assign integral payment of all debts at charge of one of the successors, offering him increase of succession portion instead. Article 1572. Proportional diminution of portion In the event of it shall be established that the portions determined by will exceed the whole succession in ensemble, then the portion of each of successors shall be proportionally diminished. Article 1573. Examination of litigations at partition of succession In the absence of agreement between successors during succession partition the case shall be examined by court that should take into consideration at partition the character of the property subjected to partition, activity of each of successors and other concrete circumstances. Article 1574. Cessation of preferential right for purchase Preferential right for purchase ceases after separation of portion of co-successor. Article 1575. Payment of credits at portion alienation In the event of the portion is alienated, then the obligation to satisfy requests of the creditors in accordance with the volume of obtained portion shall pass to beneficiary. Article 1576. Obligation to determine successor's whereabouts In the event of there are persons among successors their whereabouts are not known, then the rest of successors are obliged to take rational decisions for determination of their whereabouts and to invite them to partition of succession. Article 1577. Payment of compensation by installments The court is entitled to phase compensation on the request of successors exercising preferential right taking into consideration its amount but for a period not more than ten years.
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BOOK FIVE. INTERNATIONAL PRIVATE RIGHT

CHAPTER I. GENERAL PROVISIONS Article 1578. Determination of law applicable to civil right relations with element of foreign origin. The law applicable to civil right relations with element of foreign origin shall be determined on the base of international treaties and conventions the Republic of Moldova is the part of, of the present Code, other laws of the Republic of Moldova and national common laws recognized by the Republic of Moldova. In the event it is impossible to determine applicable law in compliance with the point 1 of the present article, then the law that has the closest connection with the civil right reports with element of foreign origin shall be applied. Article 1579. Qualification of legal concepts Qualification of legal concepts made in compliance with the law of the Republic of Moldova shall be taken into consideration at determination of applicable law unless the law or international treaties, the Republic of Moldova is the part to, do not provide otherwise. If legal concepts that request legal qualification are not known to the law of the Republic of Moldova or are known under different title or with a different contents and can not be determined via interpretation, then in compliance with the law of the Republic of Moldova, for their legal qualification the law of another foreign state may be applied provided it does not limit civil rights or establishes measures for civil accountability for individual and legal entities. If foreign law refers to the law of the Republic of Moldova in this case the law of the Republic of Moldova shall be applied with exception of cases that expressly provide otherwise. Article 1580. Establishment of contents of foreign law norm On application of foreign law the court shall establish its contents by certifications received from foreign state bodies that have published it considering its official translations and the practice of corresponding foreign state. To establish the contents of foreign law norm the court may request their translation from competent bodies of the Republic of Moldova or from foreign ones or may request advice of some field experts. The party invoking foreign law may be obliged by court to prove its contents. In the event of failure to establish the contents of the foreign law, the law of the Republic of Moldova shall be applied. Article 1581. Application of state law with a pluralism of law systems In the event the foreign law applicable to certain legal relations belongs to a state with coexistence of several legislative systems and it is impossible to determine which of them is the applicable one, then the law of such state shall determine the applicable provisions or the legal system that is the closest to such civil law relations, shall be applied. Article 1582. Principle of reciprocity The court shall apply foreign law regardless the fact that the law of the Republic of Moldova is applied to analogous relations in the respective foreign state, except for cases when
application of foreign law regulations on principle of reciprocity is provided for by the law of the Republic of Moldova. If the application of foreign law is conditioned by reciprocity, its existence is presumed until proven otherwise. Article 1583. Clause of public order Foreign law regulations applied in compliance with the paragraph 1 of the article 1578 of the present Book are not applied in the event if consequences of its application would contravene the public order of the Republic of Moldova. In the event the foreign law shall be removed, the law of the Republic of Moldova shall be applied. Article 1584. Application of imperative norms Provisions of present section do not affect action of those legal imperative norms of the Republic of Moldova that by virtue of showing by norm or by virtue of their special significance regulate corresponding reports regardless the applicable law to ensure rights and interests of civil law subjects. Refuse to apply foreign law norm can not be built upon distinctions between legal, political and economic system of corresponding foreign law and legal system, political and economic system of the Republic of Moldova. Article 1585. Reference to foreign law Any reference to foreign law in compliance with the provisions of present section should be considered as reference to tangible law and not at law on conflicts of corresponding law. Article 1586. Retorts Republic of Moldova may establish similar restriction on property rights and on personal non-property rights of citizens and legal entities of states that practice special restriction on property rights and on personal non-property rights of citizens and legal entities of the Republic of Moldova. Article 1587. Recognition of rights obtained in the territory of foreign state Rights obtained in a foreign state are recognized and respected in the Republic of Moldova provided they do not contravene public order of our country. Article 1588. International treaties and conventions Provisions of the present Book shall be applied in the event international treaties and conventions do not regulate otherwise.
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CHAPTER II. CONFLICT NORMS Section 1. Statutes of individuals Article 1589. National law of individual Civil status and capacity of an individual are regulated by national law. National law of an individual is considered to be the law of a state the corresponding person is the citizen of. Determination of citizenship shall be carried out in compliance with the law of a state the citizenship is invoked. In the event a person is a citizen of two or more states, as national law shall be considered the law of the state the person has more close relations with. The national law of a stateless person is considered to be the law of the state where such person lives or has his place of residence. National law of a refugee is considered the law of a state that provides asylum. National law of a citizen of the Republic of Moldova, which according to foreign law is considered to be person with different citizenship, shall be the law of the Republic of Moldova. Article 1590. Civil capacity of foreign citizens and stateless persons In the matter of civil capacity national regime is provided in the Republic of Moldova to foreign citizens and stateless persons with the exception of cases provided by the Constitution, legislation of the Republic of Moldova or international treaties to which the Republic of Moldova is part of. Article 1591. Name of foreign citizens and stateless persons Rights of foreign citizens or stateless persons for name, its use and protection are regulated by its national law. Protection against acts violating right for name committed in the territory of the Republic of Moldova shall be ensured in compliance with the legislation of the Republic of Moldova. Article 1592. Exercising capacity of foreign citizens and stateless persons Exercising capacity of foreign citizens and stateless persons shall be regulated by its national law. Person that does not benefit exercising capacity in compliance with its national law is not entitled to invoke lack of exercising capacity provided it has exercising capacity in compliance with the law of place the transaction was concluded at with the exception of cases when other transactional party knew or had to know about lack of exercising capacity. Civil exercising capacity of foreign citizens and stateless persons in the matter of transactions concluded in the territory of the Republic of Moldova and in the matter of liabilities for caused damage is established in compliance with the legislation of the Republic of Moldova. Affiliation of a person to a new national law does not provide achievement of obtained full age and recognized by law applied earlier. Conditions that affect or annul a court decision about death or missing foreign citizen or stateless person are established in compliance with its national law. In the event that law is not possible to be established for, the legislation of the Republic of Moldova shall be applied for.
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Article 1593. Commercial activity of foreign citizens and stateless persons Commercial statute of foreign citizen or stateless person that allows to carry out commercial activity without establishment of a legal entity shall be established by law of state that issued authorization for commercial activity to a foreign citizen or stateless person. Article 1594. Recognition of foreign citizen or stateless persons incapable or having limited exercising capacity Foreign citizen or stateless person can be recognized incapable or having limited exercising capacity in compliance with the legislation of Republic of Moldova. Legal representation of foreign citizen or stateless persons without exercising capacity as well as assistance provided to foreign citizen or stateless persons with limited exercising capacity is regulated by legal report on representation or assistance. Article 1595. Guardianship and tutorship Institution, modification, effects and cessation of guardianship of minors, incapable adults or persons with limited exercising capacity as well as relations between tutor (curator) and protected person are subjected to personal law of protected person. Acceptance of guardianship (tutorship) shall be regulated by personal law of a person appointed as guardian (tutor). Legal relations between guardian (tutor) and person under the guardianship (tutorship) shall be defined in compliance with the legislation of the state by authority of which the guardian (tutor) was appointed. 512. The law of Republic of Moldova shall be applied in the event the person under guardianship (tutorship) lives in the territory of Republic provided the last one is more favorable for protected person. Guardianship (tutorship) established over citizens of the Republic of Moldova living outside the territory of Republic of Moldova shall be recognized valid in the event there are no legal grounded objections from consular office of the Republic of Moldova accredited to corresponding state. Article 1596. Registration of civil status acts of citizens of the Republic of Moldova outside state territory Registration of acts of civil status of citizens of the Republic of Moldova with residence outside the territory of Republic of Moldova is carried out by consular offices of Republic of Moldova. SECTION 2. Legal Entities Article 1597. National law of foreign legal entities National law of foreign legal entities shall be considered to be the law of a state that legal entity is established in. (2) On the base of national law of legal entity is determined, specially: a) If organization is a legal entity; b) Legal and organizational form of legal entity; c) Exigencies for naming of legal entity;
d) Conditions that establish grounds for formation and cessation of activity of legal entity; e) Conditions of legal entity reorganization including succession of rights; f) Matter of civil capacity of legal entity; g) Way to obtain civil rights and assume civil obligations; h) Internal relations including relations with participants to legal entity; i) Accountability of legal entity. Foreign legal entity is not entitled to invoke limitation of authorities of the body or representative at concluding transaction not known to law of state where the body or representative of legal foreign entity has carried out that transaction with exception of cases it shall be established that the other party to transaction knew or evidently had to know about mentioned limitation. Article 1598. Law applied to branches and affiliations of legal entities Legal standing of a branch of a legal entity located in the territory of another state is subjected to personal law of legal entity. Legal standing of an affiliate of a legal entity located in the territory of another state is subjected to the law of state the affiliate was established in, regardless of personal law of legal entity. Article 1599. National regime of activity in Republic of Moldova of foreign legal entities Foreign legal entity carries out its commercial activity in the Republic of Moldova and other activity regulated by civil legislation in compliance with the provisions established by that legislation for similar legal entities of the Republic of Moldova provided the law of the Republic of Moldova on foreign legal entities does not provide otherwise. Article 1600. National law of organizations, that are not legal entities according to the foreign law National law of foreign organization that is not a legal entity according to the foreign legislation shall be considered the law of the state where such organization is established in. Provisions of the present Code that regulate activity of legal entities, other norm deeds, and the essence of legal relations are applied to activity of those organizations provided the law does not stipulate otherwise. Article 1601. Participation of state in civil law relations with element of alien status. Rules of the present Book are applied on the general bases and civil law relations with element of alien status with participation of state provided the law does not provide otherwise. SECTION 3. Tangible Rights Article 1602. General provisions Legislation of the state which territory is used for location of goods determines the content of possession, of property right and other substantial rights over movables and real estate, provided special provisions do not establish otherwise.
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Legislation of the state which territory is used for location of those goods determines attribution of a good to category of movables or real estate, as well as any other legal qualification of goods. Article 1603. Acquisition and extinction of substantial rights Acquisition and extinction of property right and other substantial rights over an asset is determined in compliance with the law of state in the territory of which that assets is located at the moment the action took place or any other environment that served as reason for appearance or extinction of property right or other substantial rights unless legislation of Republic of Moldova does not provide otherwise. Apparition and extinction of property right and of other substantial rights over an asset that represents object of transaction is determined in compliance with the law of state that is applicable to that transaction provided agreement of parties did not establish otherwise. Apparition of property right over an asset resulting from prescription is determined by the law of state the asset is situated on at the moment of expiration of prescribed term. Article 1604. Substantial rights over means of transport Establishment, transfer and extinction of substantial rights over means of transport are regulated by: (a) Law of pavilion that approaches vessel or airship; (b) Law applicable to legal status of transport enterprise for railway vehicles or mini-buses belonging to it. Provisions of the present article are applied as well to: (a) Goods located on board that form technical equipment; (b) Liabilities that make part of expenditures born for technical assistance of transport mean. Article 1605. Substantial rights over goods subjected to state registration Property right and other substantial rights over goods subjected to state registration are determined in compliance with the law of the state in the territory of which rights over those goods are registered in state registry. Article 1606. Substantial rights over movables at transportation Appearance and extinction of property right and of other substantial rights on the base of transaction on movables at transportation is determined in compliance with the law of state those goods have been dispatched from, with exception of cases if : (a) agreement between parties did not establish otherwise; (b) Corresponding goods make part of personal goods of a passenger, in that event being subjected to passenger's national law. Article 1607. Securities Issuance of securities is subjected to law applied to legal status of issuing legal entity. Conditions and effects of transfer of securities are subjected to as follows: (a) law of place of payment for the bill to order; (b) law of whereabouts of the bearer bonds at the moment of transfer; (c) law applied to the legal status of the legal entity issuing nominative title.
Article 1608. Substantial personal rights Obtain, contents and extinction of author's right over a work of art are regulated by law of the state the territory that creation was brought for public acknowledgment of public through speech, broadcasting, publishing, representation or any other mode. Works of art that have not been brought for public opinion shall be regulated by the national law of author's right. Obtain, contents and extinction of intellectual property right are regulated by the law of state the territory was used to register that right. Request for financial or moral compensation is regulated by the law of state, provided authors' or intellectual property law was violated on its territory. National regime regarding author's right or rights for intellectual property are provided to foreign citizens and stateless persons in the territory of Republic of Moldova. Article 1609. Forms of publicity Any form of publicity and advertisement referring to goods shall be regulated by applicable law as on the date and place it is realized at. Forms given in paragraph 1 as well as those of establishment of rights referring to real estate are regulated by the law of state the goods are located in the territory of, even if the legal ground of obtaining, transfer and extinction of substantial law or substantial guarantee was established with application of another law. SECTION 4. Instrument Article 1610. Law applied to the instrument Conditions set to the form of an instrument are established by the law of the state that regulates the substance of instrument. The instrument concluded outside the territory of the Republic of Moldova will be considered valid provided it satisfies conditions as follows: a) the law of location the document was drawn up is followed; b) exactingness of legislation of the Republic of Moldova is followed; c) national law or the law of residence of the person that has drawn up the act is followed; d) It is valid in compliance with the applicable law of authority examining validity of corresponding instrument. Substance conditions of an instrument are governed by law selected by the author of instrument or by law of state the corresponding instrument has the closest relations with or by the law of location where unilateral instrument was drawn up. If the law applied to the substance of instrument imposes a certain authentic form, then the request can not be repaired even if the corresponding instrument was drawn up abroad. Accessory act of the law shall be regulated by the law of state that regulates the substance of the main instrument unless the agreement between parties provides otherwise.
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SECTION 5. Contractual and extra-contractual obligations Article 1611. Law applied to basic conditions of a contract The contract is governed by law selected by agreement of contractual parties. Contractual parties can establish applicable law to the whole contract as well as to some certain parts of the contract. Determination of applicable law should be expressive or should result from contract's contents or from other circumstances. Determination of applied law can be carried out by contractual parties at any time, at the moment of concluding the contract as well as at any later time . Contractual parties are entitled at nay time to convene over modification of the law applied to the contract. In the event of concluded contract and later determination of applied law, that the contract will have a retroactive effect and will be considered valid as of the moment of signing without specifying validity of the contract or rights obtained by third parties hereto. If the text of the contract contains commercial terms accepted in international circle then, in the absence of other indications it shall be considered that parties have agreed upon their use referring to the common laws and traditions of business circle corresponding to respective commercial terms. Article 1612. Law applied to a contract in case of disagreement on determination of applied law Should the parties to a contract fail to reach a consensus as regards the law that shall be governing the contract, then the law of the country having closest relation to such contract shall govern. It is considered that such relations do exist with the law of the state where the debtor, at the moment of signing the contract, lives, has its residence or is registered as legal entity. In the event of disagreement between contractual parties about law applied to the contract regardless provisions of paragraph 1 of the present article: a) the law of the state in the territory of which the assets are located shall be applied to contracts, the object of which is a real estate, as well as to the contract on fiduciary administration of the assets; b) The law of the state in which the results provided in the contract are created in is applied to a contract on construction works or to a contract on design and investigation: c) The law of the state in the territory of which that activity is carried out is applied to the contract of common activity; d) The law of state in the territory of which the auction or competition is carried out is applied to contract signed at auction or on the base of competition. Article 1613. Action of applied law Law applied to the contract in compliance with provisions of the present Code is composed of especially as follows: a) Contract interpretation; b) Rights and obligations of the parties; c) Will execution d) Consequences of default in execution or inappropriate execution of the contract; e) Contract termination; f) Consequences of nullity or invalidity of the contract; g) Cessation of liabilities and debt transfer in connection with the contract.
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Article 1614 Conditions set for the form of the contract Contract is subjected to conditions set for the form established by law provided in the paragraph 1 article 1610. Nevertheless the contract will be considered valid provided (a) Contractual parties at the moment of contract signing are in different states, but have been observed conditions set for the form in compliance with the legislation of one of the states. (b) At the moment of contract signing the representative of contractual party was in the territory and observed conditions set for the form in compliance with the law of that state Article. 1615. Business administration and liabilities from enrichment without legal base (1) Enrichment without legal base is subjected to law of location it has taken place. (2) Business administration is regulated by the law of place where the administrator carries out his administration activity. Article 1616. Illegal act (1) Illegal act is qualified as an act that causes prejudices in compliance with the law of state that originated it. The law that regulates obligations causing prejudices provides as follows: a) Delinquent capacity; b) Forms, conditions and extension of delinquent responsibility; c) Conditions for limitation and exoneration from delinquent responsibility; d) Nature of damages that can be claimed for compensations; e) Transfer of right for compensation; f) Persons justified for getting compensation. (2) In the event prejudicial conditions of an illegal act are produced in the territory of other state than the one the illegal act has taken place, may be applied in a correlative mode legislation of both states as referring to delinquent responsibility. Article 1617. Responsibility for prejudices caused to personality Claims on compensation of prejudices caused by mass media to a personality are regulated by national law of harmed person, especially by laws as follows: (a) Law of state in the territory of which the harmed person lives or has residence; (b) Law of state in the territory of which the damages have been done; (c) Law of state in the territory of which author of prejudice lives or has residence. Article 1618. Responsibility for vicious products (1) Claims on compensations for prejudices caused by vicious products are regulated by law selected by consumers will, namely: (a) Law of state in the territory of which harmed person lives or has residence; (b) Law of state in the territory of which the product was obtained provided producer or supplier will prove that the products were set on market without their consent. (2) Claims given in paragraph (1) can be submitted provided the products make part of personal or family consumption.
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Article 1619. Responsibility for disloyal competition Claims on compensations for prejudices caused by an act of disloyal competition are regulated by the law of state in the territory of which the injustice has taken place or : (a) By the law of state in the territory of which the harmed person is registered with; (b) By the law that regulates contents of the contract concluded by parties provided the act of disloyal competition was carried out and caused prejudices to their relations. Article 1620. Transfer and extinction of obligations (1) Transfer of debts shall be regulated by the law of transferred debt, provided that parties did not convene otherwise. Selection of another law, by agreement of transferee and transferor, is not opposable to the debtor, rather then with his consent. Obligations between transferee and transferor are regulated by the law related to such legal relations and based on which the transfer was produced. (2) Conventional substitution is regulated by law of obligatory relation that led to substitution of creditor provided agreement between parties did not establish otherwise. (3) Delegation and novation are regulated by law applied to obligatory relation that forms the object. (4) Compensation is regulates by law applied to liability and requesting extinction by compensation. Article 1621. Currency of payment (1) Currency of payment is defined by the law of state that had emitted it. (2) Exercising effect the currency has over prolongation of a liability is established by law applied to debt. (3) Law of state in the territory of which the payment should be done established name of currency for that payment with exception of cases if contractual parties have convened otherwise. Section 6. Succession relations with elements of alien status Article 1622. Law applied to succession (1) Law applied to succession refers at: a) Moment of succession opening; b) Categories of persons with heir vocation; c) Legal conditions on heir passive quality; d) Exercise of right for possession of goods remaining from deceased; e) Conditions and effects of heir option; f) Prolongation of successors obligations to support passive heir; g) State rights over vacant succession. Article 1623. Law applied to goods at succession (2) Heir relations on movables shall be regulated by the national law the deceased had at the moment of his death. (3) Heir relations on real estate are regulated by the law of the state in the territory of which such estate is situated.
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Article 1624. Law applied to testate heir (1) Testator may subject transfer by heir of his estate to other law than the one provided by article 1623 provided he does not remove imperative provisions. Selected law is applied to cases provided by Article 1622. (2) Drawing, modification and revoke of a will are considered valid provided the act observed conditions set for the form applied on the date the will was drawn up, modified and revoked, or at the date of testators death, in compliance with any of the laws as follows: a) National law of testator; b) Law of his residence; d) law of place where the act was drawn up, modified, revoked; e) law of place of physical location of real estate that forms object of will; Law of institution or of a body authorized to execute procedure on transfer of inherited good. Section 7. Term for extinctive prescription Article 1625. Law applied to term of extinctive prescription Extinctive prescription term of right for law governs the action applied to its subjective law.
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Moldova Civil Code Overview

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Moldova Civil Code Overview

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The Civil Code of the Republic of Moldova

BOOK I. GENERAL PROVISIONS

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

h) i) (2) a) b) c) d) e) f) (3) (4)

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

BOOK II. REAL RIGHTS

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

(5) (6) (7) (8) (9)

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

(2) (3) (4) (5)

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova

The Civil Code of the Republic of Moldova