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The Civil Code of the Republic of Moldova

BOOK I. GENERAL PROVIION


SECTION 1. COMMON PROVISIONS
C!APTER I. CIVIL LEGILATION
A"ticle #. Ba$i$ of Civil Le%i$latio&
(1) The Civil Legislation shall be based on the recognition of the equality of participants
in the civil circuit, on the inviolability of property, contractual liberty, inadmissibility of arbitrary
interference in private business, necessity of free realization of civil rights, the guarantee of
recovery of the violated rights and their protection in the Court.
() !ndividuals and legal entities shall have the liberty to establish their rights and duties
and fi" any contractual circumstances if these do not act contrary to the la#.
($) Civil rights may be restricted by organic la# only on the grounds envisaged in the
Constitution.
A"ticle '. Relatio&$ Re%ulated b( Civil Le%i$latio&
(1) The Civil Legislation shall establish the legal status of the participants in the civil
circulation, grounds for arising and the manner of e"ercise of the right to property, shall regulate
the contractual obligations as #ell and those of other nature, as #ell as other property and
personal non%property relations connected thereto.
()The civil legislation shall be applied to family, living, labor relations and relations on
the use of natural resources and the protection of the environment, meeting the signs specified in
paragraph (1) of the present &rticle, unless other#ise not provided by special la#.
($) The present Code and related Civil La# shall regulate relations concerning realization
and protection of fundamental human rights and liberties and other non%property values.
(') (ub)ect to civil legal relations may be both individuals and legal entities * those, #ho
carry on, as #ell as those #ho do not carry on entrepreneurial activities.
A"ticle ). Civil Le%i$latio&
(1) The civil legislation shall consist of the present Code, other la#s, +overnment
decrees and normative acts of la# subordination, #hich shall regulate relations, specified in
article of the present Code and #hich are consistent #ith the Constitution.
() The normative acts of la# subordination shall be applied in the regulation of civil
relations only #hen they are issued on the basis of the la# and do not act contrary to the la#.
A"ticle *. Co++o& P"actice
(1) Common practice is a norm of conduct #hich, even if not envisaged in the legislation,
is being fully recognized and applied in some domain of civil relations for a long period of time.
() Common practice shall be applied only if it does not act contrary to the la#, public
order or good morals and manners.
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A"ticle ,. A&alo%( of La- a&d A&alo%( of Ri%ht
(1) !n cases #hen the relations envisaged in article of the present Code are not
regulated by the la# or by a consent of the parties, and the applicable common practice is
missing, the relations shall be regulated by norms of civil legislation that regulate similar
relations (analogy of la#), if these do not act contrary to the essence of the respective relations.
() !n the cases, in #hich the use the analogy of la# is impossible, the rights and duties of
the parties shall be determined on the basis of the general principles of civil legislation. (analogy
of right).
($) The Court shall not have the right to refuse the accomplishment of )ustice in civil
cases on the reason that the legal norm is not clear or does not e"ist.
(') The analogy application of the norms, #hich restrict civil rights or establish civil
responsibility, shall not be admitted.
A"ticle .. Ti+e Applicabilit( of Civil La-
(1) Civil la# shall not be retroactive. !t shall not modify or suppress circumstances of the
creation of a legal position constituted prior, or the e"tinguishing circumstances of a legal
position e"tinguished prior to the coming into effect of the la#. &lso, the ne# la# shall not
modify or suppress the already produced effects of an e"tinguished legal position or a legal
position in course.
() The ne# la# shall be applicable to legal positions in course from the date of its
coming into effect.
($) The effects of the previous (old) la# terminate at the date of coming into effect of the
ne# la#, e"cept cases provided by the ne# la#.
(') !n the cases of contractual legal positions, #hich are in course at the date of coming
into effect of the ne# la#, the old la# shall continue to govern the nature and e"tension of the
parties, rights and duties, as #ell as any other contractual effects, e"cept cases provided by the
ne# la#.
(-) The provisions of the ne# la# shall be applicable to the means of e"ercise of rights
and duties, as #ell as to the means of their remove, ta.ing over, change or e"tinction. &lso, the
clauses of a legal act, concluded prior to the coming into effect of the ne# la#, and contradictory
to the provisions of the ne# la#, are, from this date, of no legal effect, e"cept the cases those
provided by the ne# la#.
A"ticle /. Civil Le%i$latio& a&d I&te"&atio&al T"eatie$
!f an !nternational Treaty, the /epublic of 0oldova is part thereto, establishes provisions
other than those provided by the Civil Legislation, the provisions of the !nternational Treaty shall
be applied.
C!APTER II. ARIING O0 CIVIL RIG!T AN1 12TIE3 E4ERCIE AN1
PROTECTION O0 CIVIL RIG!T
A"ticle 5. G"ou&d$ fo" A"i$i&% of Civil Ri%ht$ a&d 1utie$
Civil rights and duties arise on the grounds provided by legislation, as #ell as on actions
of individuals and legal entities, #hich, although not envisaged in the la#, nevertheless generate
civil rights and duties on the strength of the common principles, and essence of civil legislation.
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1ence, civil rights and duties shall arise on the follo#ing grounds2
1) contracts and other legal acts3
) decisions of (tate bodies and of local public administration authorities, envisaged in la#
as grounds for arising of civil rights and duties3
$) decision of the Court that establishes rights and duties3
') creation and acquisition of property on the grounds not banned by la#3
-) creation of #or.s of science, literature, art, inventions and other results of intellectual
activity3
4) causing damages to the other person3
5) un)ustified enrichment3
6) as a result of other actions of individuals and legal entities3
7) events #hich, in conformity #ith the la#, generate legal effects in the civil sphere.
A"ticle 6. E7e"ci$e of Ri%ht$ a&d E7ecutio& of 1utie$
(1) !ndividuals or legal entities, participating in civil la# relations, shall e"ercise their
rights and e"ecute their duties in good faith, only in conformity #ith the requirements of the la#,
of contract, public order or good morals and manners. +ood faith is being presumed, unless the
e"istence of contrary evidence.
() The non%e"ercise by individuals or legal entities of their rights, provided by the la#,
does not mean their e"tinction, e"cept for cases provided by la#.
A"ticle #8. Le%al P"otectio& of Civil Ri%ht$
(1) The protection of violated civil rights shall be effectuated by )udicial means.
() The means of settling a litigation bet#een parties, before bringing the action to a
Court, may be envisaged by la# or contract.
($) The protection of civil rights by administrative means shall be effectuated only in
cases those provided by la#. The decision of administrative bodies can be contested in the Court.
A"ticle ##. Mea&$ of P"otectio& of Civil Ri%ht$
Civil rights protection shall be effected by2
1) recognition of the rights3
) restoration of the state of things #hich e"isted before violation of the rights, and the
suspension of actions #hich have violated or created the danger of violation of rights3
$) recognition of the legal act as null and void3
') recognition of the nullity of decisions of (tate administrative bodies or of local public
administration authorities, #hich have violated the rights3
-) imposing the e"ecution of natural obligation3
4) self%defense of civil rights3
5) recovery of caused damages3
6) payment of fines provided by penal clause3
7) recovery of moral (non%material) damages3
18) change or termination of civil la# relations3
11) non%applicability by the Court of the administrative decisions #hich act contrary to the
la#3
1) any other means established by the la#.
A"ticle #'. Reco%&itio& of the Nullit( of Ad+i&i$t"ative 1eci$io&$ Co&t"a"( to the La-
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(1) &n administrative decision, #hich violates the protected by la# 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.
() !n 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 1 of this
Code.
A"ticle #). elf91efe&$e of Civil Ri%ht$
(1) (hall not be considered illicit the actions of a person #ho, of self%defense purpose,
ta.es a#ay, destroys or deteriorates goods, or, of the same purpose, detains the liable person3
#ho can other#ise be in hiding, or removes the resistance of the mentioned person, in cases
#hen the assistance of the relevant authorities cannot be obtained3 and #hen, #ithout an
immediate intervention, the danger of substantial hindrance to e"ercise the rights, or the
impossibility to e"ercise them, appears.
() The self%defense shall not e"ceed the limits necessary for the remove of the danger.
($) !n cases of dispossession of goods, #hen the forced e"ecution is not obtained,
sequester of the mentioned goods shall be required.
(') 9hen a liable person is detained, he:she shall be immediately brought in front of the
corresponding authorities.
(-) The person #ho has accomplished actions meeting the signs specified in paragraph
(1) of this &rticle, #ith the #rong assumption of having the right to self%defense, shall be obliged
to recover the caused to the other party damages, even if the mentioned error is not his guilt.
A"ticle #*. Recove"( of 1a+a%e$
(1) The person, #hose right #as violated, may require the total recovery of the caused
damages.
() ;amages are considered to be the e"penses the person, #hose rights #ere violated,
has paid or #ill have to pay in order to restore the violated rights, the loss or deterioration of
goods (real damage), as #ell as the profit ( the non%reimbursed income) the mentioned person
#ould have gained in the conditions of a normal trading circulation, if his rights had not been
violated.
($) !f the person, #ho has violated the rights of the other person, as a result of this, gained
profits, the person, #hose rights #ere violated, shall have the right to demand the recovery of the
caused damages, and the #hole profit remained after the recovery of damages.
A"ticle #,. P"otectio& of Pe"$o&al No&9P"ope"t( Ri%ht$
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 #ell as by other la#s, in the limits of their
correspondence to the essence of the violated right and to the consequences of this violation.
A"ticle #.. P"otectio& of !o&o"3 1i%&it(3 a&d P"ofe$$io&al Reputatio&
(1) an individual or legal entity shall have every right to demand respect of his:her honor,
dignity or professional reputation.
() 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 #ho has
spread such an information can not prove its accuracy.
($) &t the demand of interested persons, the protection of an individual,s honor and
dignity shall be also admitted after the death of the mentioned person.
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(') !f 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 1- days from the date of coming
into force of the decision of the Court.
(-) !n cases #hen an information, #hich 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.
(4) The procedure for the refuting of information discrediting honor and dignity shall be
established by the Court.
(5) The person, #hose rights and legitimate interests, protected by la#, 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 e"pense of the latter.
(6) !ndividuals or legal entities, in relation to #hich 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.
(7) !f the person #ho has spread information discrediting the honor, dignity or
professional reputation of an individual or legal entity, cannot be identified, the person, in
relation to #hich this information #as 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
C!APTER I. IN1IVI12AL
A"ticle #/. Notio& of I&dividual
&n individual is a human being #ho, considered separately, appears as a holder of civil
rights and duties.
A"ticle #5. Le%al Capacit( of I&dividual$
(1) Capacity to possess civil rights and duties (legal civil capacity of individuals) shall be
recognized equally in respect to all individuals.
() Legal capacity of an individual shall begin #ith the completion of his:her birth and
shall terminate upon his:her death.
($) 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.
A"ticle #6. Le%al Co+pete&ce of I&dividual$
Legal competence of an individual is the ability of the person to acquire and e"ercise
civil rights, and assume and e"ecute civil duties.
A"ticle '8. 0ull Le%al Co+pete&ce
(1) The legal competence of an individual shall appear in full amount at the date of
attainment of ma)ority. !ndividuals attain ma)ority at the completion of the 16th year of age.
() & minor obtains, by marriage, full legal competence. The dissolving of the marriage
does not affect full legal competence of the minor. !n 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.
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($) <ull legal competence can be recognized to the minor at the completion of the
si"teenth year of age, if he enters service or employment on the basis of a labor contract or, #ith
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, #ith the consent of the both parents, adoptive parents or
tutor, in cases #hen necessary consent misses * by the decision of the Court.
A"ticle '#. Le%al Co+pete&ce of the Mi&o" of the A%e of 0ou"tee&
(1) 0inors #ho have completed the fourteenth year of age, shall have the right to
conclude legal acts, #ith the consent of their parents or guardian, and, in the cases envisaged in
the la#, #ith an additional consent of the tutorship and guardianship bodies
() 0inors #ho have completed the fourteenth year of age, #ithout the consent of their
legal representatives% parents or guardian, may e"ercise the follo#ing rights2
a) to dispose their #ages, scholarships or other incomes generated by their o#n activities3
b) to possess the author right (copyright) for a #or. of science, literature or art, invention,
or any other result of intellectual activity protected by la#3
c) to transfer the income to the ban.ing and credit institutions and to dispose it in
conformity #ith the la#3
d) to become members of a cooperative from the date of completion of the si"teenth year
of age.
e) to conclude minor transactions, specified in paragraph () of article ' of the present
Code.
($) =n reasonable grounds, the rights of minors specified in pp. a) and b) of paragraph ()
of this &rticle may be restricted by the Court, upon request by parents or guardians, or by
tutorship and guardianship bodies.
A"ticle ''. Le%al Co+pete&ce of Mi&o"$ u&de" the A%e of 0ou"tee&
(1) &ll 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 la# circumstances.
() 0inors bet#een the age of seven and fourteen years of age shall have the right to
conclude independently2
1) minor legal acts of current character and #hich are e"ecuted at the moment of
conclusion thereof3
) legal acts on the purpose of gratuitous obtaining of benefits that do not require
notary,s authentication or (tate registration of the rights, #hich appear on the basis of these
documents3
$) conservation acts.
A"ticle '). I&ad+i$$ibilit( of 1i$cha"%e o" Li+itatio& of Le%al Capacit( a&d Co+pete&ce
(1) Civil capacity is recognized equally to all persons irrespective of their race, color,
nationality, ethnic origin, language, religion, se", opinion, political vie#s, property, social origin,
level of culture, or other similar criteria.
() !ndividuals shall not be liable to discharge of legal capacity.
($) >o one may be restricted in the legal capacity and competence e"cept in cases and in
the manner envisaged in the la#.
(') The total or partial renunciation by a person of the legal capacity or legal competence,
as #ell as other legal acts, driving to the limitation of legal capacity and competence, shall be
invalid.
A"ticle '*. Reco%&itio& of Le%al I&co+pete&ce of a& I&dividual
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(1) &n individual, #ho suffers from a mental disturbance (mental disturbance or
deficiency) preventing the free e"ercise of his #ill and control over his actions, may be
recognized by the Court as incompetent. This person shall be ta.en under guardianship.
() Legal acts and transactions for the incompetent individual shall be concluded by his
guardian.
($) !f the grounds, on the basis of #hich, the person had been declared incompetent,
disappeared, the Court shall recognize the legal competence of the person. The guardianship over
this person shall be cancelled upon decision of the Court.
A"ticle ',. Li+itatio& of Le%al Co+pete&ce of I&dividual$
(1) The Court may restrict the legal competence of an individual #ho puts his family into
a grave material position due to his abuse of alcoholic beverages or narcotic substances. (uch a
person shall be ta.en under guardianship. 1e:she shall be able to conclude legal transactions on
the disposal of property, gain and dispose of his #age, pension or other types of incomes only on
consent of his:her guardian, e"cept the concluding of minor everyday transactions.
() !f the grounds, on the basis of #hich 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.
A"ticle '.. E&t"ep"e&eu"ial Activit( of I&dividual$
(1) &n individual shall have the right to carry on entrepreneurial activity, #ithout the
founding of a legal entity, from the moment of the (tate registration of his individual
entrepreneurial activity, in the manner provided by the legislation.
() &n individual, #ho carries on entrepreneurial activity #ithout (tate registration, shall
not invo.e the absence of the status of entrepreneur.
($) Carrying on of entrepreneurial activity, #ithout the foundation of a legal entity, is
regulated by the rules concerning the legal entities #ith lucrative purpose, if the contrary does
not result from the la# or from the essence of legal relations.
A"ticle '/. P"ope"t( Re$po&$ibilit( of I&dividual$
&n individual shall be liable for his duties #ith his #hole property, e"cept the goods,
#hich, in conformity #ith the la#, can not be sued.
A"ticle '5. Na+e of I&dividual$
(1) &ny individual shall have the right to the established name, or the name obtained in
conformity #ith the la#.
() The name comprises the individual,s surname, first name and, in the cases provided
by la#, the patronymic.
($) The surname is obtained by affiliation and is modified by the effect of change of civil
state, in the conditions provided by la#.
(') The first name is established at the date of registration of the person,s birth, upon
declaration of birth.
A"ticle '6. 2$e of Na+e
(1) &ny person shall have the right to the respect of his name.
() &n individual obtains and e"ercises his rights and e"ecutes his duties on behalf of his
name.
($) The person #ho ma.es use of the name of another person, shall be liable for all the
confusions and pre)udices resulting from this. The holder of the name, as #ell as his:her spouse
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or close relatives may put up resistance to this deed and demand the recovery of the caused
harm.
(-) The individual shall be liable to ta.e the necessary measures in order to inform
debtors and creditors on the change of the name and shall be liable for the caused harm, in case
he has not observed this obligation.
A"ticle )8. Place of 1o+icile a&d Re$ide&ce
(1) The domicile of a person is the place #here the mentioned person has his:her
permanent or main tenement. &ny person shall be considered to have preserved his domicile as
long as he hasn,t established a ne# one.
() The residence of an individual is the place #here he:she resides temporarily or has a
secondary tenement.
($) The person #hose domicile can,t be assuredly identified, is considered to have his:her
domicile in the place of his residence.
(') !n the absence of the place of residence the individual is considered to be domiciled in
the place #here he:she is present3 if this place is not .no#n % the place of his:her latest domicile .
A"ticle )#. 1o+icile of Mi&o"$ a&d of Pe"$o&$ -ith Li+ited Le%al Co+pete&ce
(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 #ith.
() The domicile of the child placed by the Court to a third person, lives #ith his:her
parents3 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.
($) !n e"ceptional cases, ta.ing into account the supremacy of the child interest, the Court
may establish the domicile of the child at the grandparents, relatives, or other persons, domicile,
on the consent of these, or at an institution of care.
(') The domicile of the minor, in the cases #hen only one of the parents represents him,
or in the case #hen the child is under guardianship, shall be the place of domicile of his legal
representative.
(-) The domicile of the child in difficult situation, in cases provided by a special la#,
shall be at the domicile of the family or persons to #hom the child #as placed or as the case may
be.
(4) The domicile of the person #ith discharged legal competence shall be the domicile of
his:her legal representative.
A"ticle )'. Tuto"$hip a&d Gua"dia&$hip
(1) <or the protection of the rights and legitimate interests of incompetent individuals or
of those #ith limited legal competence, tutorship and guardianship shall be established.
() The tutors and guardians protect the rights and legitimate interests of the persons
under their guardianship, in relations #ith other persons, institutions, inclusively the Court,
#ithout some special mandates.
($) The tutorship and guardianship over minors shall be established in cases #hen the
minors do not have parents or adoptive parents, in the cases #hen the parents #ere deprived of
parental rights, as #ell as in the cases #hen such minors remain #ithout parental protection,
because of some other reasons.
A"ticle )). Tuto"$hip
(1) The tutorship shall be established over persons #ith discharged legal competence, and
in case of necessity, over minors under the age of fourteen.
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() The tutors shall be the legal representatives of the persons under their tutorship, and
shall conclude on their behalf all the necessary legal acts #ithout a special mandate.
A"ticle )*. Gua"dia&$hip
(1) The guardianship shall be established over minors bet#een the age of fourteen and
eighteen, as #ell as over individuals #ith restricted by the Court legal competence, as a result of
their abuse of alcoholic beverages or narcotic substances.
() The guardians shall give their consent for the concluding of legal acts, #hich the
individual under guardianship has not the right to conclude independently.
($) The guardians help the persons under their guardianship in the realization of the
rights, e"ecution of the duties, and protect the mentioned persons from abuses of a third person.
A"ticle ),. Tuto"$hip a&d Gua"dia&$hip Bodie$
(1)The tutorship and guardianship bodies shall be authorities of local public
administration.
()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.
A"ticle ).. E$tabli$hi&% of Tuto"$hip a&d Gua"dia&$hip
(1) The body of tutorship or guardianship shall be liable to ta.e 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.
() ?p to the moment of appointing tutors or guardians for the mentioned persons, their
functions shall be performed by tutorship and guardianship bodies.
A"ticle )/. Liabilit( to I&fo"+ about Pe"$o&$ :ho Need Tuto"$hip o" Gua"dia&$hip
The liability to inform the bodies of tutorship or guardianship about the person #ho
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 follo#ing2
a) Close relatives of the person #ho needs tutorship or guardianship, as #ell as
administrators and lodgers of the house #here the minor lives3
b) @odies of civil state in the cases of registration a person,s death, as #ell as public
notaries, in the cases of opening of a succession procedure3
c) Court, representatives of the prosecutor,s office and of the police, on the basis of the
Court )udgment, or e"ecution of measures depriving of liberty3
d) Local public administration authorities institutions of care, as #ell as other persons.
A"ticle )5. Tuto"$ a&d Gua"dia&$
(1) & tutor may by an individual, or both husband and #ife, if they are not in the cases of
incompatibility envisaged in paragraph (') of this &rticle, at his:her:their deliberate consent.
() 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, e"cept the cases #hen the person has a legal tutor or a guardian.
($) The tutor or guardian shall be appointed by the tutorship or guardianship body of the
domicile of the person #ho needs tutorship, shall be appointed by the office or at the notification
of the persons mentioned in article $7 of this Code.
(') & tutor or guardian shall not be2
a) a minor3
b) a person #hose legal competence is restricted or discharged3
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c) persons deprived of parental rights or declared in the incapacity of a tutor3
d) a person #hose political or civil rights have been restricted, either on the grounds of
la#, or by the Court decision, as #ell as persons of bad behavior3
e) a person #ho had performed tutorship or guardianship service and #as dismissed 3
e) a person, #ho, the conflict bet#een his interests and the interests of the person under
tutorship or guardianship, #ould unable him:her to perform the duty of tutorship and
guardianship3
f) a person removed by an authentic legal act or by the #ill of the parent #ho, by the
moment of his:her death, #as performing parental protection .
g) an adoptive person, #hose status of adoptive parent #as annulled on the grounds of
unsatisfactory performing of his duties3
h) a person in labor relations #ith the institution #here the individual under tutorship or
guardianship is interned.
A"ticle )6. Pe"$o&al a&d G"atuitou$ Cha"acte" of Tuto"$hip a&d Gua"dia&$hip
(1) Tutorship and guardianship shall be personal duties.
() The duties of tutorship and guardianship shall be performed gratuitously. Tutors and
guardians shall have the right to demand compensation of all the e"penses for tutorship and
guardianship tas.s performing.
($) >evertheless, the tutorship and guardianship bodies, ta.ing into account the volume
and essence of the property of the person under tutorship or guardianship, may decide that the
management of the given property, or a part of it, shall be entrusted to an individual person or a
specialized legal entity.
A"ticle *8. 1utie$ of Tuto" a&d Gua"dia&
(1) Tutors and guardians shall have the follo#ing liabilities2
1) to live together #ith the person under tutorship and to declare the change of the
domicile to tutorship and guardianship body. The guardian, #ith 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 bodies3
) to protect the rights and interests of the persons under tutorship or guardianship3
$) to give financial support to the persons under tutorship and guardianship.
() tutors and guardians shall be liable to the rights and duties #hich belong to parents in
the education of minors.
A"ticle *# Ad+i&i$t"atio& of p"ope"t( of the pe"$o& u&de" tuto"$hip
(1) The tutor shall manage and efficiently control the property of the person under
tutorship on his:her behalf.
() =n designation, the tutor, in #itness of a representative of the tutorship and
guardianship authority, shall ma.e an inventory of the property of the person under tutorship and
#ill submit such inventory list to the tutorship and guardianship authority for approval.
($) The sums legitimated to those under tutorship in form of pensions, assistance,
alimony and other current incomes shall be received by the tutor and spent by him:her for the
support of those under tutorship.
(') (hould the current incomes or financial means of the person under tutorship be not
sufficient to cover all the necessary e"penses, these can be covered on the account of property
o#ned by the person under tutorship, on consent of the tutorship and guardianship authority.
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(-) The tutor is obligated to annually prepare and submit to the tutorship and
guardianship authority #ithin a term of thirty days, at the end of each calendar year, a report on
ho# the person under tutorship #as cared for and ho# his:her assets have been spent.
A"ticle *' The autho"it( of the tuto"$hip a&d %ua"dia&$hip autho"it( to co&t"act le%al act$
(1) 9ithout prior permission of the tutorship and guardianship authority, the tutor shall
not contract, #hile the guardian * shall not approve contracting of legal acts on alienation,
including donating, changing or renting (leasing), free usage or mortgaging of the property
o#ned by the person under guardianship, of legal acts #hich #aive 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.
() Contracting of legal acts on the immovable property of the person under guardianship
shall be allo#ed only on prior consent of the tutorship and guardianship authority.
A"ticle *) P"ohibitio& to co&clude act of la- i& the &a+e of the pe"$o& u&de" %ua"dia&$hip
(1) The tutor cannot conclude any gratuitous act of la# and the guardian cannot give his
assent for such act if by this the person under guardianship engages himself or renounces a right.
() A"ception from provisions of paragraph (1) shall be those acts, #hich are in
conformity #ith moral obligations and morality.
($) The guardian or tutor, spouse or any relative up to the 'th degree inclusively, cannot
conclude any transaction #ith persons under guardianship, e"cept transfer of the property to
them through gratuitous contracts or usufruct of property.
A"ticle ** 0iducia"( ad+i&i$t"atio& of p"ope"t( of the pe"$o& u&de" %ua"dia&$hip
(1) (hould 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 #ith an administrator designed
by this authority. !n this case the tutor or guardian reserves the authorization regarding that part
of the property of the person under guardianship, #hich is not transmitted for fiduciary
administration.
() =n performance by the administrator of prerogatives in process of administration of
property o#ned by the person under guardianship, the provisions of norms stipulated in article
'' and article '- of the present Code shall be e"tended on the administrator.
($) <iduciary administration of the person under guardianship shall cease based on
provisions stipulated by the la# on cessation of the Contract of fiduciary administration of
property, as #ell as in cases of cessation of guardianship and tutorship.
A"ticle *, afe;eepi&% of fi&a&cial +ea&$
(1) The amounts of money e"ceeding 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 ban. institution, from #here these can be #ithdra#n only after
having the authorization of the guardianship and tutorship authority.
() The guardian can deposit on minor,s account the amounts necessary for support as
#ell. These shall be registered on a separate account and can be #ithdra#n #ithout notifying the
guardianship and tutorship authority.
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A"ticle *. u$pe&$io& a&d "e+oval of the %ua"dia& f"o+ pe"fo"+i&% hi$<he" dutie$
(1) The minor, as #ell as all persons indicated in article $7 of this Code, can submit a
complaint to the tutorship and guardianship authority regarding acts or deeds of the tutor or
guardian harmful for the minor.
() The tutor or guardian shall be re)ected in case he:she commits an abuse, serious
neglect or actions #hich classifies him:her unfit for guardianship or tutorship, and also if he:she
does not properly perform the duties.
($) The tutorship and guardianship authority shall dismiss the tutor or guardian from
performing their obligations in case the minor returned to the parents or #as adopted.
(') !n 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 #ith the interests of the
person under guardianship.
(-) 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.
A"ticle */ Ce$$atio& of tuto"$hip a&d %ua"dia&$hip
(1) 9hen the minor turns fourteen, the tutorship ceases, #hile the persons #ho
discharged the functions of tutor becomes a guardian #ithout any additional decision in regard
#ith this thereto.
() The guardianship shall cease #hen obtaining or establishment of full e"ercising
capacities.
A"ticle *5 Pat"o&a%e of ph($icall( capable pe"$o&$
(1) =n request of an adult individual #ith full ability, #ho because of his:her precarious
health state cannot fulfill and protect his rights and discharge the obligations on his o#n, a
guardianship can be instituted in form of patronage.
() The guardian (assistant) of an able adult individual can be appointed by the tutorship
and guardianship authority only on consent of this person.
($) The guardian (assistant) shall manage the property of the able adult based on a
0andate Contract or <iduciary &dministration Contract concluded #ith this person. The
guardian (assistant) can conclude la# acts aimed to support and meet day%to%day necessities of
the person under patronage on verbal consent of the respective person.
(') Batronage of the physically able adult, #hich #as instituted in conformity #ith
paragraph (1) of this article, shall cease on request of the physically able adult under patronage.
(-) The guardian (assistant) of the person under patronage is dismissed from discharging
his obligations in cases stipulated in paragraphs ($) * (-) of article '6 of the present Code.
A"ticle *6 Reco%&itio& of a& i&dividual a$ +i$$i&%
(1) &n 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 ne#s came about the place #here he:she
#as. ;isappearance is declared by the la# court on request of the concerned person.
() !n case of impossibility to determine the day #hen the last information #as received
about the missing person, the term for the declaration about disappearance #ill start to be
counted on the first day of the month follo#ing the month #hen the last information about the
missing person came, and in case it is impossible to determine this month % then from the 1
st
of
Canuary of the ne"t year.
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A"ticle ,8 P"otectio& of p"ope"t( of the +i$$i&% pe"$o&
(1) (hould the case be that it is necessary to permanently manage the property of the
individual declared as missing, the la# court shall appoint an administrator #hom the tutorship
and guardianship authority #ill conclude a contract #ith regarding fiduciary administration. =n
request of interested persons, the la# court can designate an administrator for one year from the
day #hen the last ne#s came about the place of the missing person.
() The declaration about disappearance of the person shall not change or terminate the
rights and obligations of the missing person.
A"ticle ,# The effect$ of appea"a&ce of the +i$$i&% pe"$o&
(1) !f the person declared as missing appears, if there are ne#s about the place #here the
person is, the la# authority, on request of the interested person shall revo.e the decision on
declaring the person as missing and shall cancel the fiduciary administration of his:her property.
() The person declared as missing can claim the fiduciary administrator to compensate
the damage caused through improper administration of his:her property.
A"ticle ,' 1ecla"i&% a& i&dividual decea$ed
(1) & person can be declared deceased based on a court decision, if for three years there
#ere no ne#s at the residing place about the place #here the person is, or after si" months if the
person disappeared under circumstances of death danger or #hich give grounds to presuppose
that he:she died after a certain accident.
() & military person or any other individual missing in connection #ith military
operations, can be declared as deceased only after e"piration of t#o years from ceasing of
military operations.
($) The day of death of the individual that #as declared as deceased is considered the day
#hen the court decision #as considered definite. !f a person that disappeared under
circumstances of death danger or #hich give grounds to presuppose that he:she died after a
certain accident, is declared deceased, the la# court can declare the presumed death day as the
date of death of this person.
(') The declaration about death produces the same legal effects as the physical death.
A"ticle ,) Effect$ of appea"a&ce of the i&dividual that ha$ bee& decla"ed a$ decea$ed
(1) (hould the case be that the individual, #ho has been declared as deceased, appears or
the place of his:her stay is determined, the la# court shall revo.e the decision about the death
declaration.
() !ndependently of the moment of appearance, the individual can claim that any other
person returns his property, #hich #as retained, and #hich #ere transferred for free to this
person after the individual #as declared deceased.
($) &cquirer #ith valuable consideration is not obligated to return the property if it is not
proved that as of date of obtaining, he:she .ne# that the person declared as deceased #as alive.
!f the property is not in hand, the bad faith acquirer is obligated to reimburse its value.
(') !f the property of the person #hich has been declared as deceased #ere 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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A"ticle ,* tate "e%i$t"atio& of civil $tatu$ act$
(1) The follo#ing civil status acts should be registered by the state2
1) birth3
) contracting of marriage3
$) cancellation of marriage3
') adoption3
-) establishing of paternity3
4) changing of name3
5) death of the individual.
() /egistration of civil status acts is made by the civil status acts registration authority
by recording the data into the civil status acts registry boo.s (records of civil status acts) and
issuance of certificates based on such records.
($) The authority #hich 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 boo.s and
certificates, as #ell as the modality and terms for safe.eeping of civil status acts registry boo.s
shall be appointed based on the la#.
CHAPTER II. THE LEGAL ENTITY
#. GENERAL PROVIION
A"ticle ,, The defi&itio& of le%al e&tit(
(1) & legal entity is an the organization, #hich holds separate property and is liable for its
obligations #ith such property, and #hich can acquire and e"ercise property and personal non%
patrimonial rights on o#n behalf, assume obligations, appear as claimant or defendant in the
court.
() 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 non%
lucrative ob)ective.
($) ;epending on participation to the formation of the property of the legal entity, its
founders (members) have or donDt have rights of obligation regarding such legal entity.
Commercial, as #ell as cooperative societies are considered as legal entities in regard #ith #hich
the founders (members) have rights of obligation. The non%commercial organizations and
associations of legal entities shall be considered as legal entities in regard #ith #hich the
founders do not have rights of obligation.
A"ticle ,. Le%al $($te+ applicable to fo"ei%& le%al e&titie$
<oreign legal entities are made similar, according to provisions of la#, to legal entities of
the /epublic of 0oldova, in regard #ith their civil rights and obligations.
A"ticle ,/ T(pe$ of le%al e&titie$
The legal entities can be either public la# entities or private la# entities, #hich in civil
relationship, have equal positions.
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A"ticle ,5 Public la- e&titie$
(1) The state and the administrative%territorial units have equal )uridical and civil
positions #ith other la# sub)ects. The duties of the state and the administrative%territorial units
are discharged by their bodies, #hich are not legal entities.
() The bodies authorized to discharge a part of functions (duties) of the +overnment
possess legal attribution only if this comes from the provisions of the la#, or in e"press cases
provided for by the la#, from the acts of the central or local public administration authorities.
($) @y derogation from provisions of paragraph () of the present article, public la#
entities can be founded other#ise, in certain cases stipulated by la#.
(') The articles follo#ing in this chapter shall not be applicable to legal entities stipulated
in this &rticle
A"ticle ,6 P"ivate la- e&titie$
(1) The private la# entities can be founded freely, in one of the forms provided by the
la#.
() The private la# entities can have a lucrative (commercial) and non%lucrative (non%
commercial) ob)ective.
A"ticle .8 2$a%e capacit( of a le%al e&tit(
(1) The usage capacity of the legal entity is acquired on the date of state registration and
ceases on the date #hen it is stric.en off the state registry.
() The legal entity #ith a lucrative ob)ective can conduct any activity, #hich is not
prohibited by the la#, even if the Charter does not provide it.
($) The legal entity #ith a non%lucrative ob)ective can conduct only the activity stipulated
by the la# and its Charter.
(') The public la# entities participate in the civil circuit to the e"tent this is necessary for
achievement of its goals. They are made similar to public la# entities to the e"tent they
participate in the civil circuit.
(-) Certain types of activities, the list of #hich is established by la#, 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 #hich 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 e"piry,
unless the la# provides other#ise.
(4) The rights of the legal entity can be limited only in cases and in the manner provided
by the la#.
A"ticle .# The le%al capacit( of the le%al e&tit(
(1) The legal entity shall e"ercise, from the date of foundation, its rights and shall fulfill
its obligations through an administrator.
() !ndividuals, #ho by virtue of la# and based on the formation document are appointed
to act #ith regard to third parties, individually or collectively, on behalf and on account of the
legal entity, are called administrators.
($) The relationship bet#een the legal entity and those constituting its e"ecutive bodies
are sub)ect, through similitude, to the regulations of their commission, if the la# or the formation
document do not provide other#ise.
(') !n case the e"ecutive body is not appointed, this shall be appointed upon the request
of participants or creditors in the court. The e"ecutive body appointed by the court shall be
The Civil Code of the Republic of Moldova
15
revo.ed by it, if a decision of the competent authority of the legal entity on appointment of
e"ecutive body e"ists.
A"ticle .' 1ocu+e&t$ of fo"+atio& of the le%al e&tit(
(1) The legal entity shall act under the Charter and the &greement of <ormation. The
public la# entities #ith non%lucrative ob)ective and private la# entities #ith non%lucrative
ob)ective shall act based on the general regulations providing for such organizations.
() The &greement 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, #hich is
constituted by one founder, shall conduct its activity under its charter approved by it.
($) The documents of formation of a legal entity shall specify the name and the location
of the legal entity, order of administration of activity and other data provided by the legislation
for legal entities of the respective type. The documents of formation of legal entities #ith non%
lucrative ob)ective shall establish the ob)ect and ob)ectives of its activity.
A"ticle .) tate "e%i$t"atio& of le%al e&titie$
(1) The legal entity shall be considered established from the moment of state registration.
() The legal entity of public la# is considered as constituted from the moment the
normative act, #hich approves the charter of this entity has come into force, or from the moment
specified in the te"t of this act.
($) The legal entity shall be sub)ect to state registration according to the provisions of the
la#. The dates of state registration are included into the (tate /egistry @oo., and the respective
information is available to any person.
(') Eiolation of the procedure provided by the la# regarding the foundation of a legal
entity or in case its charter does not meet the requirements of the la#, this may lead to refusal in
performing the state registration of the legal entity. The refusal to register on grounds of
ine"pedience of foundation of the legal entity is not admitted.
(-) The legal entity is sub)ect to state re%registration in cases stipulated by la#.
A"ticle .* Publicit( of $tate "e%i$t"ie$ of the le%al e&titie$
(1) ?ntil the moment #hen the fact #hich should be recorded in the state registry boo.s
of the legal entities has been not recorded and made public, the person in #hose interests this
fact should have been recorded, shall not share it #ith third parties, e"cept #hen it is proved that
such third parties .ne# the fact.
() !f the fact is recorded and made public, the third party should admit it in regard #ith
itself thereto. This is not applicable for any legal act prepared #ithin 1- days from the moment
#hen it #as made public, to the e"tent that the third party proves that it did not .no# and it
should not have .no#n about this fact.
($) !n case the fact, #hich should be registered, #as made public by mista.e, the third
party can oppose the fact, #hich #as made public to the person in #hose interest the indicated
fact should have been recorded, e"cept cases, #hen the third party .ne# about the non%veracity.
A"ticle ., 1u"atio& of le%al e&tit(
(1) The legal entity is perpetual if the la# or the formation document does not provide
other#ise.
() =n e"piration of term, the legal entity shall be dissolved, provided that mean#hile no
amendments have been made in the formation document.
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16
A"ticle .. The &a+e of the le%al e&tit(
(1) The legal entity participates in legal relationship only in its o#n name, established
based on formation document and registered in the corresponding manner.
() The name of the legal entity should include the form of its legal organization in the
official language.
($) The legal entity cannot be registered if its name coincides #ith the name of another
legal entity, #hich is already registered.
(') !t is prohibited to have syntagma in the name of the legal entity, #hich #ould
contradict the provisions of la# or moral norms, as #ell as personal names, if these do not
coincide #ith 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.
(-) The legal entity, the name of #hich 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.
(4) 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.
(5) The legal person shall not use #ords or abbreviations in its name, #hich may mislead
a third party regarding its form.
(6) The legal entity is obligated to publish a notice in F0onitorul =ficial al /epublicii
0oldovaG about modification of name under the sanction of reimbursement for damages.
A"ticle ./ P"e+i$e$ of the le%al e&tit(
(1) Bremises of the legal entity shall be indicated in the formation document.
() Astablishment and change of premises are opposable to third parties from the
moment of state registration.
($) The postal address of the legal entity is the premises. The legal entity may have other
addresses for personal mail.
(') &ll the incoming documents and letters are considered as received by the legal entity.
(-) The legal entity is obligated to publish a notice in F0onitorul =ficial al /epublicii
0oldovaG about change of premises under the sanction of reimbursement for damages.
A"ticle .5 Re$po&$ibilit( of the le%al e&tit(
(1) The legal entity is responsible #ith all the property it o#ns for its obligations.
() The founder (member) of the legal entity bears no responsibility for obligations of the
legal entity, #hile the legal entity bears no responsibility for obligations of the founder
(member), #ith e"ceptions established by la# or the formation document.
A"ticle .6 Reo"%a&i=atio& of the le%al e&tit(
(1) The legal entity shall be reorganized by fusion (merger or absorption), dissolution
(division and separation) or transformation.
() The decision of reorganization shall be adopted by each legal entity in part, under
conditions providing for modification of the formation document.
($) !n cases stipulated by la#, reorganization of the legal entity through division or
separation is made based on the decision of the la# court.
(') !f the fusion or separation creates a ne# legal entity, this shall be constituted under
conditions stipulated by la# regarding forming of the respective legal entity.
(-) /eorganization produces effects in regard #ith third parties only after the date of state
registration of ne#ly appeared legal entities, e"cept the reorganization through absorption, #hich
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17
produces effects on the date of registration of amendments in the <ormation document of the
absorbent legal entity.
A"ticle /8 ucce$$io& i& ca$e of "eo"%a&i=atio& of le%al e&titie$
(1) !n case of fusion of the legal entities, the rights and obligations of each of them are
transferred to the ne#ly created legal entity in conformity #ith the deed of transfer.
() !n 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 #ith the deed of
transfer.
($) !n case of division of the legal entity, its rights and obligations are transferred to the
ne#ly created legal entities, in conformity #ith the split balance sheet.
(') !n case of separation, to each legal entity participating in the reorganization (e"isting
or #hich are being created) a part of rights and obligations of the reorganized legal entity is
transferred, in conformity #ith the split balance sheet.
(-) !n case of reorganization of the legal entity through transformation, the rights and
obligations of the reorganized legal entity shall be transferred to the ne#ly emerged legal entity,
in conformity #ith the deed of transfer.
A"ticle /# The deed of t"a&$fe" a&d the $plit bala&ce $heet
(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.
() 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 #ith such functions
based on la# or charter, #hich made the decision on reorganization of the legal entity and shall
be submitted )ointly #ith the charters of the ne#ly established legal entities for state registration
or for ma.ing of amendments in the charters of the e"isting legal entities.
A"ticle /' Gua"a&tee of "i%ht$ of le%al e&titie$ o& it$ "eo"%a&i=atio&
(1) The reorganization shall be made only after prior notification of each creditor and
after publication of a notice regarding such reorganization in F0onitorul =ficial al /epublicii
0oldovaG.
() The members of the e"ecutive board of the legal entity participating in the
reorganization shall )ointly be responsible for the damage caused to the participants and creditors
through reorganization, during a period of three years from the date of reorganization.
($) The creditor of the legal entity undergoing reorganization reserves the right to claim
paying off or anticipatory discharge of obligation, #hose debtor is the legal entity is under
reorganization, and, reimburse for the damage.
(') The legal entities participating in the reorganization are )ointly responsible for the
obligations, #hich 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.
A"ticle /) 0u$io& of le%al e&titie$
(1) The fusion is made through merger or absorption.
() The merger results #ith termination of e"istence of the participating legal entities and full
transfer of rights and obligations to the ne#ly created legal entity.
($) &bsorption results #ith termination of e"istence of the absorbed legal entities and full
transfer of rights and obligations to the absorbent legal entity.
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18
(') !n cases provided by la#, the fusion can be determined by the e"istence of a permission of
the relevant state authority.
A"ticle /* The d"aft of the 0u$io& Co&t"act
(1) <or the purpose of fusion, the authorized board of the legal entity shall prepare the draft of
the <usion Contract.
() The draft fusion Contract should stipulate2
a) >ame and premises of each legal entity participating in the fusion3
b) (ubstantiation and conditions of fusion3
c) Broperty #hich is being transmitted to the beneficiary legal entity3
d) /eport on changed participation3
e) <orm (mode) of fusion * merger or absorption3
f) ;ate of the deed of transfer, #hich is the same for all legal entities involved in the
fusion process.
($) !f the legal entities fuse through merger, the draft of the <usion Contract should
stipulate the name, premises and the e"ecutive board of the legal entity, #hich is being
constituted. The draft of the formation document of the legal entity, #hich is being constituted,
shall be attached to the draft <usion Contract.
(') The draft <usion Contract is prepared in a #ritten form.
(-) !f the approved draft <usion Contract is affected by a condition, this shall be canceled
#ith retroactive effect in case the condition #as not fulfilled #ithin one year from the date of
approval. The draft contract can provide for a shorter term or a #arning term.
A"ticle /, The deci$io& o& fu$io&
(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.
() The decision on fusion shall be adopted #ith :$ of the total number of participantsD
votes, if the <ormation document does not provide for a larger ma)ority.
A"ticle /. P"otectio& of c"edito"$ of le%al e&titie$ u&de" fu$io&
(1) 9ithin 1- days from the adoption of the decision on fusion, the e"ecutive board of the legal
entity participating in the fusion is obligated to inform in #riting all the .no#n creditors,
#hose claims emerged before the adoption of the decision on fusion and publish a notice
regarding such fusion in t#o consecutive editions of F0onitorului =ficial al /epublicii
0oldovaG.
() The creditors, in a term of t#o months from the publication of the last notice, can claim
guarantees from the legal entity, #hich undergoes fusion, to the e"tent they cannot claim
recovery of debts. The creditors reserve the right to guarantees only if they prove that
through fusion, debt pay%off #ill be )eopardized.
($) The creditors reserve the right to inform the registration body about debts of the debtor,
#hich is undergoing fusion.
A"ticle // Appl(i&% fo" "e%i$t"atio& of fu$io&
(1) &fter e"piration of three months from the last published notice about the fusion, the
e"ecutive board of the absorbed legal entity or of the legal entity #hich is participating in the
merger, shall submit an application to the registration authority #hich registered it, requesting
registration of such fusion. The follo#ing is attached to the application2
a) &uthenticated copy of the fusion contract3
b) The decision on fusion of each participating legal entity3
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c) Broof of offered guarantees accepted by the creditors or payment of debts3
d) &uthorization of fusion, if necessary.
() &fter e"piration of the term provided in paragraph (1) of this article, the e"ecutive board
of the absorbent legal entity or of legal entities #hich are merger, shall submit an application for
registration #ith the registration authority, #here the absorbent legal entity #as registered, or
#here the legal entity #hich is being constituted has to be registered. The application should
have as attachments all acts enumerated in paragraph (1) of this &rticle The legal entity, #hich is
being constituted, shall attach also the acts necessary for registration of the legal entity of the
respective type.
A"ticle /5 Re%i$t"atio& of the fu$io&
(1) /egistration of the fusion is done at the state body, #here the absorbent legal entity is
registered or the ne#ly constituted legal entity has to be registered.
() The state body, #here the absorbent legal entity is registered or the ne#ly constituted legal
entity shall inform the registration body, #here the absorbed legal entity is registered or the
merger legal entities, about registration of such fusion. The registration body, #here the
absorbed legal entity or the merged legal entities are registered, shall record in the state
registry boo. the date #hen such absorption or merger #as produced and shall send to the
state body #hich registered the fusion, all the acts of the dissolved legal entities, in order to
safeguard them.
($) &fter the recording made in conformity #ith paragraph (1) of this article, the absorbed legal
entities or those #hich merged, shall be considered as dissolved and are erased from the
state registry.
A"ticle /6 The effect$ of "e%i$t"atio& of the fu$io&
(1) <rom 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 ne#ly constituted legal entity.
() &fter registration of the fusion, the absorbent legal entity and respectively the ne#ly
constituted one, shall include in their balance sheet the assets and liabilities of the dissolved
legal entity, #hile the property #hich is sub)ect to registration, shall be registered as
property of the absorbent or ne#ly constituted legal entity.
A"ticle 58 epa"atio& of the le%al e&tit(
(1) (eparation is made through division or separation.
() (eparation of the legal entity results #ith its cancellation and transfer of rights and
obligations to t#o and more legal entities, #hich are being created.
($) (eparation results #ith detachment of a part of the property of a legal entity, #hich #as not
cancelled and its transfer to one or more legal entities, #hich are being created.
A"ticle 5# epa"atio& d"aft
(1) The draft on separation of the legal entity shall be prepared by the e"ecutive board
and should include the follo#ing2
a) >ame and premises of the legal entity #hich is being separated3
b) >ame and premises of the legal entity #hich is being constituted as a result of
separation or a part of the property is transmitted3
c) The part of the property #hich is transmitted3
d) The report on changes of shares in the case of commercial organizations3
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e) The procedure and term of transfer of shares of legal entities #ith lucrative ob)ective,
#hich is being separated and receipting of shares of legal entities #ith lucrative ob)ective #hich
are being constituted or e"isting ones and date #hen these give the right to dividends3
f) ;ate #hen the balance sheet on split is prepared3
g) Consequences of separations for the employees3
h) >umber of shareholders #hich are transferred to the legal entity #hich is being
constituted3
() The draft of separation shall be prepared in #ritten form.
($) The draft of separation shall have as attachments the <ormation document of the legal
entity, #hich is being constituted.
A"ticle 5' App"oval of the d"aft o& $epa"atio&
(1) The draft on separation shall be approved by the meeting of the shareholders #ith :$
from the total number of votes, if the <ormation document does not provide a large ma)ority.
() The meeting of shareholders #ith a ma)ority indicated in paragraph (1) of this article
shall approve the <ormation document of the legal entities #hich is being constituted and shall
appoint its e"ecutive body.
A"ticle 5) P"otectio& of c"edito" of the le%al e&tit( u&de" $epa"atio&
<or protection of creditors of the legal entities under separation, provisions of article 56
of the present Code shall be applied.
A"ticle 5* Applicatio& fo" "e%i$t"atio& of $epa"atio&
(1) The e"ecutive board of the legal entity #hich is being separated, shall submit after
e"piration of a $%months term from the last publication regarding separation, an application
for registration of separation, to the state body #here it is registered and another application
* to the state body, #here the constituting legal entity should be registered or #here it is
registered the legal entity to #hich a part of the property is transferred. The application
should contain attached2 the draft on separation, signed by participating representatives of
the legal entity and proof of offered guarantees accepted by creditors or paid debts3
() The necessary acts for registration of the legal entity of the respective type should be
attached to the application submitted to the state body #here the legal entity, #hich is being
constituted, should be registered.
A"ticle 5, Re%i$t"atio& of $epa"atio&
(1) The separation is registered at the state body #here 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 <ormation document of the legal entity, to
#hich a part of the property is transferred.
() The state body #here the legal entity, #hich is being constituted, has to be registered
or the one #here the legal entity #hich is receiving a part of the property is registered, should
inform the state body, #here the separated legal entity is registered and about registration of the
ne#ly constituted legal entity or amendment of the <ormation document of the legal entity #hich
is receiving a part of the property.
($) The state body #here the separated legal entity is registered, shall register separation
and, should the case be, shall erase the legal entity #hich divided and shall inform about it the
state body #hich registered the constituted legal entity or the amendment of the formation
document of the legal entity #hich is receiving a part of the property. The latter shall record the
date #hen the separation #as produced.
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(') The separation produces effects from the moment of its registration #ith the state
body, #here the separated legal entity is registered.
(-) &fter registration in conformity #ith paragraph (1) of the present article the separated
legal entity is considered as dissolved and shall be erased from the state registry.
A"ticle 5. Effect$ of $epa"atio&
(1) <rom the date of separation, the property of the separated legal entity or a part of it, shall be
transferred to the constituted or e"isting legal entities.
() The ne#ly constituted legal entity or the e"isting 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 sub)ect for registration.
A"ticle 5/ T"a&$fo"+atio& of le%al e&titie$
(1)The transformation has as effects, a changed form of the legal entity through
modification of the <ormation document as provided by la#.
() The transformation should combine also the conditions provided by the la# for the form,
#hich the e"isting legal entity is transformed into.
A"ticle 55 1i$$olutio& of le%al e&tit(
(1) The legal entity shall be dissolved through2
a) A"piration of the term established for its duration3
b) The ob)ective for #hich it #as constituted has been reached or impossibility to
fulfill it3
c) The decision of the competent authority of the legal entity3
d) The decision of the la# court in case provided for by article 71 of the present Code3
e) !nsolvency or cessation of the process of insolvency in regard #ith insufficiency of
debtors3
f) The fact that the legal entity #ith non%lucrative ob)ective or the cooperative has no
shareholders3
g) =ther reasons provided by la# or the <ormation document.
() ;issolution of the legal entity result #ith starting of the liquidation process, e"cept
cases of fusion and separation, #hich resulted #ith dissolution #ithout liquidation of the legal
entity #hich ceases its operation, and full transfer of the property to beneficiary legal entities, in
the conditions it #as on the date of fusion of separation.
($) The legal entity shall e"ist further after dissolution as #ell, to the e"tent it is
necessary for the purpose of liquidation of the property.
(') <rom the moment of dissolution, the administrator cannot underta.e ne# operations,
other#ise he is personal and solidary responsible for the operations he performed. This
interdiction is applicable from the date of e"piration of the fi"ed term established for the duration
of the society, or from the date #hen the meeting of the participants adopts the dissolution
decision or the la# court adopts it.
(-) The competent authority of the legal entity can return to the decision of liquidation of
reorganization, if the property is not distributed bet#een the members or it is not transmitted to
other persons.
(4) =n the date #hen 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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A"ticle 56 1i$$olutio& of the le%al pe"$o& b( the cou"t
(1) The court dissolves the legal person if2
a) its formation is vicious3
b) the &rticles of incorporation do not correspond to the la# provisions3
c) it does not correspond to one of the organizational forms provided by the la#3
d) its activity contravene the public order3
() The legal entity #ill not be dissolved in case the court grants a period after its e"piration also,
the legal entity corresponds to the la# provisions.
($) 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.
(') The dissolution is declared at the request of the shareholder, prosecutor or if it the case by
0inistry of Custice.
A"ticle 68 0iducia"( ad+i&i$t"atio&
(1) The court, #hich e"amines the dissolution of the legal entity may put the assets of the
entity under fiduciary administration. The court #ill specify in its decision the date #hen the
fiduciary administration is instituted. The court appoints one or more fiduciary administrators
and determines their competence and remuneration.
() !f the court does not dispose other#ise, the board of the legal entity cannot adopt any
decision #ithout prior consent of the fiduciary administrator and the representatives of the legal
entity cannot conclude any act of the la# #ithout fiduciary administrator,s consent.
($) The court decision can be modified or reversed by the court. The fiduciary
administration cease #hen the court decision regarding the dissolution enters into force.
(') The fiduciary administrators notifies the registering authority, #here the legal entity is
registered its decision and communicate the information required from an administrator.
(-) the act of the la# concluded by a legal entity before the registration of the fiduciary
administration, #ithout ta.ing into consideration the limitations of the fiduciary administration,
is valid, if the other part did not .no# or should not .no# #hether the administration is
instituted.
A"ticle 6# Re%i$t"atio& of di$$olutio&
(1) 9hen the legal entity dissolves for one the reason provided in the &rticle 78
paragraph 1 a, b, c, f and g, the board of the legal entity applies for dissolution to the authority,
#hich registered the legal entity. 9hen the legal entity dissolves according to a decision adopted
by the +eneral &ssembly, the decision #ill be anne"ed to the application.
() 9hen the court pronounces the decision, it should send a copy of the decision to the
authority, #hich registered the legal entity.
($) The application and the court decision constitute a base for the registration of the
dissolution.
(') <rom the date of registration of dissolution of the legal entity all the documents issued
by the legal entity should contain the mention Hin the process of dissolutionG. =ther#ise the
liquidator #ould be responsible for the damage caused to the third party.
A"ticle 6' Li>uidato" of the le%al e&tit(
(1) Liquidator may be an individual of the full legal age #ith a full active capacity
#ho is a citizen of the /epublic of 0oldova and resides in the territory of the /epublic of
0oldova. &dditional conditions for the liquidator shall be established by the la#.
() Liquidator finalizes current operations, enhances claims, transforms other goods
into funds and satisfies the requirements of the creditors.
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($) Liquidator has the same po#ers, obligations and responsibilities as the
administrator as long as they are compatible #ith the activity of the liquidator.
(') !f there are appointed more liquidators, they represent a legal entity in common, if
the <ormation document or decision does not provide other#ise.
(-) /ight after up%ta.ing the function, the liquidator together #ith the administrator
ma.e an inventory and draft a balance sheet that #ould state the e"act situation of the active and
passive and sign them.
(4) The liquidator is obliged to receive and preserve the assets of the legal entity3
his:her registers and acts. (:he is obliged to .eep a registry #ith all liquidating operations
according to their date.
(5) The liquidator may be dismissed at any time by the institution or court that
appointed him:her. The same decision appoints another liquidator. The revo.ed liquidator
presents a report on the activity to the ne#ly appointed liquidator. !f the ne#ly appointed is
appointed by a court the report is presented to the court.
(6) The remuneration to the liquidator is set by the institution or court that appointed
him:her e"cept the case foreseen by the la#.
&rticle 7$ Re%i$t"atio& of the li>uidato"
(1)Liquidator has to notify the authority #here the legal entity is registered about his
appointment as a liquidator and to communicate the information required from a liquidator.
Liquidator has to anne" the decision regarding his appointment.
() The name, surname, domicile, number of the !; and personal code of the liquidator #ill be
entered into the registry.
A"ticle 6* Notificatio& of the c"edito"$
(1)&fter his appointment the liquidator has to publish an announcement regarding the liquidation
of the legal person in t#o consecutive issues of the 0onitorul =ficial al /epublicii 0oldova.
() The liquidator notifies, all .no#n creditors about the dissolution #ithin 1- days from the date
of his appointment and the term for submission of the claims.
&rticle 7- Te"+ fo" the $ub+i$$io& of clai+$
(1)& claim #ill be submitted #ithin 4 months upon the last publication in the 0onitorul =ficial
al /epublicii 0oldova. The decision on dissolution can provide a longer period.
() !n case the liquidator re)ects a claim, the creditor shall appeal to the court #ithin $8 days after
the date he has been informed about the re)ection.
&rticle 74 1"aft of the li>uidatio& bala&ce $heet
(1) !n fifteen%day period from the date of e"piration of the period for submission of the
claim, the liquidator shall draft a liquidation balance sheet that #ould reflect the value of the
balance and mar.et of the assets of the legal entity, including the claims, the list of debts of the
legal entity recognized by the liquidator and those #hich are in the court roll.
() The draft of the liquidation balance sheet is presented for approval to the institution or
court that appointed the liquidator.
($) !n case from the draft of the balance sheet results an e"cess of the passive assets the
liquidator has to declare the insolvency of the legal entity. The liquidator can continue the
liquidation procedure #ithout to declare the insolvency, if he has the consent of all the creditors.
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A"ticle 6/ P"otectio& of "i%ht$ of debto"$
The decision on reorganization or liquidation e"cept the procedure of insolvency does
not result #ith decrease of debts that did not reach settling day.
A"ticle 65 1epo$itio& of $u+$ due to the c"edito"$
The sums due to .no#n non%claiming creditors, and creditors #ho did not come to
receive performance, shall be deposited on ban. accounts on creditors, name.
A"ticle 66 1i$t"ibutio& of a$$et$ of le%al e&titie$ -ith luc"ative ob?ective
(1) The assets of the dissolved legal entity #ith lucrative ob)ective, #hich 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.
() The liquidator shall ma.e the calculations and prepare the report regarding liquidation, from
#hich #ill result the amount and composition of the remained assets. !f t#o 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 #hich the principles of distribution shall be
established.
($) The liquidator is not obligated to alienate the assets of the dissolved legal entity, if
fulfillment is not necessary to satisfy the debt of the debtors and if the shareholder of the
legal entity gave their consent for it.
(') The draft on distribution of assets, the calculation and the report on liquidation shall be
submitted for approval to the board or legal court, #hich appointed the liquidator. The board
or authority #hich appointed the liquidator can ma.e amendments to the draft on
distribution, ta.ing into consideration the #ill of the shareholders.
A"ticle #88 1i$t"ibutio& of a$$et$ of le%al e&titie$ -ith &o&9luc"ative ob?ective
(1) The assets #hich remained after creditors, debts are satisfied, shall be distributed bet#een
persons, according to the <ormation document, or in the case provided by the <ormation
document, in accordance #ith the decision of the general assembly, are entitled to them.
() !f the legal entity #ith non%lucrative ob)ective is constituted to e"clusively satisfy the
interests of its shareholders and the <ormation documenter decision of the +eneral
&ssembly do not provide persons reserving the right to assets of the dissolved legal entity
#ith non%lucrative ob)ective, all the persons #hich on the moment of dissolving acted as
shareholders, reserve the right to the remainder property. The assets shall be distributed
equally bet#een these persons.
($) !f the assets cannot be distributed according to provisions of paragraph (1) and () of the
present article, these shall be transferred to the state, #hich #ill use them for fulfillment of
statutory ob)ectives and duties of the liquidated legal entity #ith non%lucrative ob)ective.
A"ticle #8# Te"+ of di$t"ibutio& of a$$et$
The assets of the dissolved legal entity can be distributed to persons )ustified earlier than
1 months from the date of the last publication regarding dissolution and 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 la# court or if such claim #as re)ected based on
an irrevocable court decision.
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A"ticle #8' E"a$i&% of the le%al e&tit( f"o+ the "e%i$t"( boo;
(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 boo..
() &ll the acts necessary for liquidation should be attached by the liquidator to the
application for erasing.
A"ticle #8) Re9ope&i&% of the li>uidatio& p"ocedu"e
(1) (hould the case be that after erasing of the legal entity a creditor appears or a )ustifier to
obtain the balance, or the e"istence of assets is attested the la# court can, on request of any
interested person, re%open the liquidation procedure and if necessary can appoint a
liquidator. !n this case the legal entity is considered as e"istent again, but e"clusively 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 #ere entitled
to.
() <or the period the legal entity did not e"ist, the course of the e"tinctive prescription of the
right for action of the legal entity or in regard #ith the legal entity.
A"ticle #8* I&$olve&c( of le%al e&tit(
@ased on the decision of the la# court the legal entity is considered insolvent, in case it
cannot fulfill its obligations of payment in regard #ith creditors. The grounds and procedure for
recognizing a legal entity as insolvent shall be established by the la# court based on the la#
provisions.
A"ticle #8, Affiliatio&$ of the le%al e&tit(
(1) The legal entities may constitute affiliations in the /epublic of 0oldova and abroad, in case
the la# or the charter does not provide other#ise.
() The affiliations of the legal entities do not bear legal entitlement.
A"ticle #8. Rep"e$e&tative
(1) The representative is a separated subdivision of the legal entity found outside its premises
#hich represents and defends the interests of the legal entity.
() The representative is not a legal entity.
A"ticle #8/ Ge&e"al p"ovi$io&$ "e%a"di&% the a$$ociatio&$ of the le%al e&titie$
(1) The legal entities, for the purpose of coordination of their activities, as #ell as for the
purpose of representing and defending common interests, can establish associations. !f 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.
() The associates of the associations .eep their independence and legal status.
($) 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.
(') The association is not responsible for the liabilities of its associates. The members of
the association bear subsidiary responsibility for its obligations to the e"tent and in the manner
stipulated by the charter.
(-) Beculiarities of the legal status of the association of legal entities are established by the
present Code and the la#s on non%commercial organizations.
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A"ticle #85 Publicatio&$ of the le%al e&tit(
(hould the la# or the formation document provide for the publication of information in
periodicals of the legal entity, this shall be published in the F0onitorul =ficial al /epublicii
0oldovaG. The charter can stipulate publication of information regarding the society in other
periodicals as #ell.
2. TRADING COMPANIES
#. COMMON PROVIION
A"ticle #86. Ge&e"al p"ovi$io&$ o& t"adi&% co+pa&ie$
(1) Commercial organizations #ith registered share capital divided in shares of founders
(members) are considered as trading companies. The company shall be the o#ner of and #ith
the property right on the property created by means of contributions from founders
(members) and property accrued by the economic company during its activity. !n cases
provided by this Code the economic company may be founded by a single person.
() The trading company shall be incorporated only as partnership, limited partnership, limited
liability company, )oint%stoc. company.
($) Trading companies can be founders (members) of other trading companies, #ith e"ception of
cases provided by this Code and other la#s.
(') <inancial means, shares, other assets or property rights may serve as contribution to the
property of the trading company. The money evaluation of member,s contribution to the
economic company shall be made by the consent of company,s founders (members) and shall
be susceptible to an independent control e"ecuted by e"perts (audit).
A"ticle ##8. I&co"po"atio& of t"adi&% co+pa&(
(1) The trading company shall be established by an incorporation act certified by the notary.
() Aach 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.
A"ticle ###. I&co"po"atio& act of the t"adi&% co+pa&(
(1) The incorporation act of the trading company must include the follo#ing2
(a) <irst 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 founder3
(b) Company name3
(c) =b)ect of activity3
(d) &ssociates, contributions, manner and term of payment thereof3
(e) Ealue of assets contributed in .ind and evaluation manner, if such contributions have
been made3
(f) 1eadquarters3
(g) (tructure, attributions, incorporation and operation mode of company,s management3
(h) /epresentation mode3
(i) Company,s subsidiaries3
()) =ther data specified by legislation for the relevant type of trading company.
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27
() The incorporation act may evolve from the provisions of this title only in cases provided
e"pressly.
($) The incorporation act may provide other clauses #hich shall not violate legislation.
(') The incorporation act shall be prepared in the state language and shall be signed by all
founding associates.
A"ticle ##'. tate "e%i$t"atio& of the t"adi&% co+pa&(
(1) The trading company shall be registered in the term and manner set by legislation by the state
registration authority in the district of company,s headquarters location.
() !f the company is not registered in ninety days from the date the incorporation act #as
certified, the members of the company shall have the right to e"onerate themselves from
liabilities coming from their subscriptions, if other#ise provided by the incorporation act.
A"ticle ##). Nullit( of the t"adi&% co+pa&(.
(1) The company may be declared null by a court decision.
() The decision on nullity of the company shall be made only if2
(a) the incorporation act is absent or it is not certified by the notary3
(b) the ob)ect of the company is illegal or violates the public order3
(c) the incorporation act does not specify company,s name, associates, contributions, the size
the subscribed share capital or company,s goal3
(d) the legal dispositions on the minimal registered share capital have not been observed3
(e) all founders #ere under a disability on the date the company #as incorporated3.
($) The provisions of the decision declaring the nullity of the company shall be published in
company,s publications during fifteen days as of the date of the final decision.
A"ticle ##*. Effect$ "e$ulted f"o+ the &ullit( of the t"adi&% co+pa&(
(1) The company shall dissolve and go into liquidation on the date #hen the court decision
declaring the nullity shall remain final. The court decision declaring the nullity shall appoint
the liquidator of the company.
() Company,s nullity shall not affect the legal acts signed on the name of the company, e"cept
for the case provided in paragraph ($) of this &rticle
($) !f the company declared null is insolvent, it shall be liquidated in conformity #ith provisions
of the La# on insolvency.
(') The associates, to #hom company,s nullity is imputable, shall be liable unlimitedly, )ointly
and severally in respect to other associates and third parties for the pre)udice caused by the
nullity of the company.
A"ticle ##,. 0o"+atio& of the "e%i$te"ed $ha"e capital of the t"adi&% co+pa&(
(1) The registered share capital shall determine the minimum value of assets to be held by the
company.
() The registered share capital shall be created from the contributions of founders, e"pressed in
lei.
($) The registered share capital shall be deposited entirely in ma"imum 4 months as of the date
of company,s registration.
(') The unique associate shall pay the contribution entirely until the date of company,s
registration.
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28
A"ticle ##.. Co&t"ibutio& to the "e%i$te"ed $ha"e capital of the t"adi&% co+pa&(
(1) The contribution to the registered share capital shall be made in money, if other#ise
provided by the integration act.
() 9or.s e"ecuted and services rendered during the incorporation and e"istence of the
company shall not be deemed as contribution to the formation or rise of the registered share
capital.
($) =n the date of company registration each associate is obligated to pay in cash at least '8
percent of the subscribed contribution, if the la# or the articles of association do not provide
a higher fraction.
(') The interests shall not be calculated for the contribution to the registered share capital,
e"cept for the cases set forth by legislation.
(-) !f the associate did not pay the contribution in time, any associate shall have the right to
demand in #ritten the payment of the contribution, giving him an additional term of not less
than one month and notifying him about the possibility to be e"cluded from the company.
(4) !f 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.
A"ticle ##/. I& ;i&d co&t"ibutio& to the "e%i$te"ed $ha"e capital of the t"adi&% co+pa&(
(1) &ny assets in civil circuit shall serve as ob)ect of the in .ind contribution.
() The assets shall be deemed as passed on #ith o#nership right, if other#ise provided by
the incorporation act.
($) ;ebts 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.
(') The associates of the partnership and active associates may be obligated to e"ecute
#or.s or render services #ith the title of social contribution, #hich shall not be deemed as
contribution to the formation or increase of the share capital. !n e"change for this contribution
the associates shall have the right to participate, in accordance #ith the incorporation act, in
dividing the benefits and social assets. &t the same time they shall be obligated to participate in
losses.
(-) The in .ind contribution must be deposited in the term provided by the incorporation act,
but not later than the term indicated in paragraph ($) of article 115 of this Code. !n case of
increase of the share capital, the contribution shall be paid in the term set by the general meeting,
but not later than 48 days from the adoption of the decision on increase of the share capital.
(4) The value of in .ind contribution shall be approved by general meeting.
(5) The contribution in claims shall be considered paid only after the company shall receive
the payment of the amount of money representing the ob)ect of claims.
A"ticle ##5. Ri%ht$ of t"adi&% co+pa&ie$@ +e+be"$
(1) The members of trading companies shall have the right to2
1) participate in company,s management and operation #ith conditions specified by the la#
and the incorporation act3
) .no# the information about company,s activity and to see the accounting documents and
other documents as provided by la# and articles of association3
$) participate in distribution of company,s profit, proportionally to quote of participation to
the share capital3
') receive, in case of company,s liquidation, a part of the value of company,s assets
remained after satisfying creditors, claims, proportionally to their participation in the
share capital.
The Civil Code of the Republic of Moldova
29
-) 0embers of the trading company may have other rights provided by this Code,
legislation on trading companies or company,s articles of association.
() The incorporation act may specify another method of distribution of company,s profit or
assets than the one indicated in paragraph (1) of this &rticle. 1o#ever, nobody shall have the
right to the entire profit of the company and shall not be e"onerated from losses incurred by
the company.
($) The associate shall have the right to demand, on behalf of the company, from other members
to repair the pre)udice caused thereby, if the management refuses to do so.
A"ticle ##6. Obli%atio&$ of t"adi&% co+pa&ie$ +e+be"$
(1) The members of the trading company are obligated to2
a) transfer the contribution to the share capital in the order, amount, manners and term
provided by the articles of association3
b) not disclose confidential information about company,s activity3
c) inform immediately the company about the change of the place of residence, and
respectively headquarters, name, company name and other information necessary to
e"ecute the rights and accomplish the mutual obligations of the associate and the
company3
d) the members of trading companies may have other obligations provided by la# or articles
of association.
() 9ithout company,s 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 #hich the associates have been informed on the date of
acceptance as an associate.
($) !f the associate violates the provisions of paragraph () of this article, the company may
demand the reparation of pre)udice or transfer of rights or benefits resulting from signed
agreements. The demand on repairing the pre)udice or transferring the rights and obligations
or benefit shall be prescribed in three months from the date on #hich 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.
A"ticle #'8. Affiliate t"adi&% co+pa&ie$
&ffiliate trading companies shall be considered those companies, #hich in their mutual relations
are2
(a) enterprises in ma)ority possession and enterprises of ma)ority interest3
(b) dependent and dominant enterprises3
(c) enterprises of the concern3
(d) enterprises #ith mutual interest.
A"ticle #'#. E&te"p"i$e$ i& +a?o"it( po$$e$$io& a&d e&te"p"i$e$ of +a?o"it( i&te"e$t
(1) !f the ma)ority of shares of an enterprise independent from the legal point of vie# or the
ma)ority of votes #ithin it belong to another enterprise, this enterprise is considered an
enterprise being in ma)ority possession. The enterprise o#ning the ma)ority of shares of
another enterprise or the ma)ority of votes thereof is an enterprise of ma)ority interest.
() The enterprise in ma)ority possession shall not have the right to o#n directly or indirectly
shares in the registered share capital or votes of the enterprise of ma)ority interest.
($) The enterprise of ma)ority interest shall be liable subsidiary for the obligations of the
enterprise in ma)ority possession, if the latter became insolvent as a result of e"ecution of
dispositions given by the enterprise of ma)ority interest.
The Civil Code of the Republic of Moldova
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A"ticle #''. 1epe&de&t a&d do+i&a&t e&te"p"i$e$
(1) ;ependent enterprises are enterprises upon #hich another enterprise (dominant enterprise)
may e"ercise directly or indirectly a dominant influence.
() !t shall be presumed that the enterprise in ma)ority possession shall be dependent on the
enterprise of ma)ority interest in this enterprise.
A"ticle #'). Co&ce"& a&d e&te"p"i$e of the co&ce"&
(1) !f more enterprises, #ithout an enterprise being dependent on the other, are re%united under a
single management, thereafter these enterprises form a concern. Aach enterprise is an
enterprise of the concern.
() Anterprises, #hich have an agreement according to #hich an enterprise subordinates its
administration to another enterprise or is obligated to transfer its entire revenue to another
enterprise or the enterprises of #hich one is integrated (incorporated) into another, shall be
considered a concern.
($) !t shall be presumed that the dominant enterprise together #ith the dependent enterprise form
a concern
'. PARTNER!IP
A"ticle #'*. Ge&e"al p"ovi$io&$ o& pa"t&e"$hip$
(1) The company, #hich members, in conformity #ith the articles of association, are engaged in
entrepreneurial activity on the name of the company and bear unlimited, )oint and several
responsibility for obligations thereof, shall be considered as partnership. The clause limiting
the responsibility shall not be opposable to third parties.
() The number of associates can not be less than and greater than 8 individual or legal
entities. &n individual or legal entity may be an associate only of a partnership.
($) !t is mandatory that the name of the partnership includes the syntagma FpartnershipG in the
state language or the abbreviation FBG, full names and company names of associates. !f 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 Fand the
companyG in the official language or the abbreviation Fand CoG.
A"ticle #',. A"ticle$ of a$$ociatio& of pa"t&e"$hip
(1) The articles of association of partnership, e"cept for the facts mentioned in paragraph (1) of
article 11$ of this Code, must include clauses on quantum and contents of registered share
capital of the company and the manner of passing on the contributions3 size and manner of
modifying the shares of each participant to the share capital3 members, responsibility for
violating the obligations to pass on the contributions3 procedure of adopting decisions by
associates3 procedure of accepting ne# associates3 reasons and procedure of receding and
e"cluding an associate from the company.
() The incorporation act may be modified only by unanimous vote of all associates.
The Civil Code of the Republic of Moldova
31
A"ticle #'.. Pa"t&e"$hip +a&a%e+e&t
(1) The management of the partnership shall be accomplished by the consent of all members.
The articles of association of partnership may provide cases #hen the decisions shall be
adopted by the ma)ority of members, votes.
() Aach member of the partnership shall have a single vote, if the articles of association do not
specify another #ay of determining the number of votes of members thereof.
A"ticle #'/. Pa"t&e"$hip ad+i&i$t"atio&
(1) Aach member of the partnership shall have the right to act on behalf of the company, if
articles of association do not specify that all its members shall manage the company in
common or the administration thereof shall be delegated to certain members or to a third
party.
() &dministrator,s authorities shall be limited by the ob)ect of the company. The approval of all
associates shall be needed to underta.e actions beyond these limits.
($) !n case of )oint administration, decisions must be made unanimously. !f 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 po#ers of attorney from the persons entitled
to company administration. !n respect to third parties the company has no right to invo.e
clauses of the articles of association limiting the authorities of company members, e"cept for
the cases #hen the company shall prove that the third party in the moment of signing the
legal act .no#s or must be a#are of the none"istence of member,s authority to act on behalf
of the company.
(') Aach member of the partnership, indifferently of the fact that he is or not authorized to
administer the company, shall have the right to get ac.no#ledged personally or being
assisted by an e"pert #ith all administration documentation of the company. The clause on
e"cluding or limiting this right is void.
A"ticle #'5. Pa"t&e"$hip "ep"e$e&tatio&
(1) &ll members of the company shall have the right and obligation to represent the company.
() The incorporation act may stipulate the right of one or more members to represent the
company. !n this case the rest of associates shall have no right to represent the company.
($) !f more members have the right of representation, each of them shall be entitled to act
independently, if the incorporation act does not specify that they must act )ointly.
(') !n cases #hen administrators are appointed among third parties, the right to represent the
company may be stipulated by the incorporation act.
(-) Bersons #ho have the right to represent the company shall be obligated to notify the state
authority, #here the legal entity is registered, about their appointment.
(4) The provisions of incorporation act limiting the right of associates to represent the company
shall not be opposable to third parties in good faith. +ood faith shall be presumed.
A"ticle #'6. E7o&e"atio& a&d -aive" of the "i%ht to ad+i&i$te" a&d "ep"e$e&t the
pa"t&e"$hip
(1) !f ground reasons e"ist, the court may, upon the request of any member, e"onerate a person
of the right on company administration and representation. The serious violation of
obligations or impossibility to e"ercise one,s attributions shall be considered as ground
reasons, among others.
() Aach member shall have the right to #aive any time the right on company administration and
representation by a statement addressed to persons entitled to represent the company.
The Civil Code of the Republic of Moldova
32
A"ticle #)8. 1i$t"ibutio& of pa"t&e"$hip@$ "eve&ue a&d lo$$e$
(1) The revenues and losses of the partnership shall be distributed among its members
proportionally #ith the participation quote to the registered share capital, if other#ise
provided by the articles of association or other agreement bet#een parties. The agreement on
removing the member of the company from participation in distribution of company,s
revenue or losses is void.
() The associate #ho acted in the interest of the company #ithout authorization, shall have the
right, in cases #hen the company has not accepted the legal acts signed thereby, to claim
from the company for compensation for costs incurred, #ithin the limit of benefits and
savings obtained by the company as a result of his actions.
($) !f, 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 e"ceed the quantum of share capital.

A"ticle #)#. Re$po&$ibilit( of pa"t&e"$hip +e+be"$ fo" co+pa&( obli%atio&$
(1) The members of the partnership shall bear subsidiary, )oint and several responsibility #ith
their entire property for company,s obligations.
() Bartnership,s member, #ho is not the founder thereof, shall bear responsibility in an equal
e"tent #ith other members for obligations arisen until his incorporation in the company.
($) The member #ho receded from the company shall bear responsibility for obligations arisen
until his departure from the company in an equal e"tent #ith the remaining members, during
t#o years from the date of approval of the report on the activity of the company for the year
#hen he dropped the company.
(') The associate against #hom legal actions are proceeded for company,s obligations shall
have the right to oppose only the e"ceptions to #hich the company or the associate
personally is entitled to.
(-) The approval of company,s members on limiting or removing the responsibility provided by
this article is null.
A"ticle #)'. Modif(i&% the pa"t&e"$hip +e+be"$hip
(1) !n case of receding or death of a member of the partnership, ac.no#ledgement of one of
them as disappeared une"pectedly, under disability or insolvent, initiating in respect to one of
the members the procedure of reorganization based on a court decision, liquidating the legal
entity member of the company or pursuing member,s share in the registered share capital by
a creditor of a member, the company may continue its activity, if this is provided by the
articles of association of the company or the relevant decision is adopted unanimously by the
remaining members.
() Bartnership members shall have the right to claim from the court to e"clude from the
company one of its members by an unanimity of votes of remaining members and based on
ground reasons.
($) !f one of the members retrieved from the company, the shares from the share capital of the
remaining members shall increase accordingly, if other#ise provided by articles of
association or by members agreement.
(') The member of the partnership, #ith 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. =nce
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 #ho transferred the share.
The Civil Code of the Republic of Moldova
33
A"ticle #)). Reti"e+e&t of a pa"t&e"$hip +e+be"
(1) The partnership member shall have the right to recede from the company #ith the condition
of advance notice given to the rest of associates #ith at least si" months until the date of
retirement.
() The agreement among company members regarding the #aiver of the right to recede from
the company is void.
A"ticle #)*. The effect$ of "eti"e+e&t of a pa"t&e"$hip +e+be"
(1) The member #ho receded from the company shall be paid the value of the part of the
property corresponding to his quote in social capital, if other#ise provided by articles of
association.
() @y the agreement reached bet#een the receding member and the remaining members, the
payment of the property value may be replaced #ith in .ind property transfer.
($) The part of company,s property or its value, to #hich the receding member is entitled to,
shall be determined based on the balance made in the moment of retirement.
A"ticle #),. 1ecea$e o" "eo"%a&i=atio& of a pa"t&e"$hip +e+be"
(1) (uccessors 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 ma)ority of votes.
() !f 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.
($) The successor of the partnership member shall be responsible for obligations for #hich in
conformity #ith paragraphs () and ($) of article 1$$ of this Code, the member #ho receded
#as responsible, #ithin the limits of property passed to the successor.
A"ticle #).. Pu"$ue of +e+be"@$ >uota i& $ocial capital of the pa"t&e"$hip
(1) The pursuing of a member,s quota in the social capital of the partnership for his debts, not
connected #ith participation in the company (personal debt), shall be allo#ed only in case of
insufficiency of other property of this member to pay the debt. Creditors of such member
shall have the right to claim from the partnership the separation of the part from company,s
property corresponding to the quota of the debtor in the social capital, in the purpose of
pursuing this property. The part of company,s property susceptible to the separation or the
value thereof shall be determined based on the balance prepared on the date of advancing
creditors, claims in regards to separation.
() The pursuing of the property corresponding to the quota of the member in the social capital
shall condition the e"clusion of the member from the company and shall dra# the effects
provided in paragraphs () and ($) of article 1$$ of this Code.
A"ticle #)/. 1i$$olutio& of pa"t&e"$hip
(1) The partnership shall be dissolved in cases #hen a single member remains in the company.
() The last member of the partnership shall have the right in si" months to reorganize this
company as provided by this Code.
The Civil Code of the Republic of Moldova
34
A"ticle #)5. Reo"%a&i=atio& of pa"t&e"$hip
(1) !f the partnership is reorganized into a )oint%stoc. company, limited liability company, or
cooperative, the associates shall continue, in terms of three years, to be responsible )ointly
and severally and unlimitedly for obligations assumed until reorganization.
() The associate shall not be e"onerated from responsibility neither in the case #hen until the
e"piration of three years he alienates the right on sharing.
). LIMITE1 PARTNER!IP
A"ticle #)6. Ge&e"al p"ovi$io&$ o& li+ited pa"t&e"$hip$
(1) Limited partnership is a trading company in #hich along #ith members #ho underta.e on
behalf of the company entrepreneurial activity and are responsible for its obligations
unlimitedly, )ointly and severally (active partners), one or more financing members
(undisclosed partners) e"ist, #ho do not participate in the entrepreneurial activity of the
company and bear #ithin the limit of their contributions, the ris. of losses resulting from
company,s activity.
() & 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.
($) The name of the limited partnership shall include the full name or the company name of
active partners and the syntagma Flimited partnershipG in the state language or the
abbreviation FLBG. !f 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 Fand companyG or the abbreviation Fand CoG. !f the company name
includes full name or company name of the undisclosed partner, the latter is responsible
unlimitedly, )ointly and severally.
(') The provisions on partnerships shall be applicable to the limited partnership in the e"tent in
#hich this Code does not contain e"press norms on limited partnerships.
A"ticle #*8. A"ticle$ of a$$ociatio&$ of li+ited pa"t&e"$hip
(1) The articles of associations of the limited partnership, e"cept for the facts mentioned in
paragraph (1) of article 11$ 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
contributions3 size and method of modifying the quota of each active partner in the social
capital3 their responsibility for violating the obligations of passing the contributions3
common volume of contributions invested by active partners3 procedure of adopting
decisions by associates3 procedure of accepting ne# associates3 basis and procedure of
receding and e"cluding an associated from the company.
A"ticle #*#. Ma&a%e+e&t3 ad+i&i$t"atio& a&d "ep"e$e&tatio& of the li+ited pa"t&e"$hip
(1) The limited partnership shall be managed by active partners. The #ay of company
management, administration and representation by active partners shall be established by
them in conformity #ith the rules of this Code on partnerships.
() ?ndisclosed partners shall have no right to participate in limited partnership management
and administration, or to represent it #ithout a po#er of attorney. They shall have no
right to dispute the actions of active partners related to company administration or
representation #ithin the limits of ordinary activity of the company. !f actions underta.en
The Civil Code of the Republic of Moldova
35
are beyond the limits of company,s ordinary activity, a decision of all associates shall be
needed.
A"ticle #*'. Ri%ht$ a&d obli%atio&$ of u&di$clo$ed pa"t&e"$
(1) The undisclosed partner shall have the right to2
1) receive his part from the revenues of the company accordingly to his quota in the share
capital, as provided by the incorporation act3
) get ac.no#ledged #ith annual statements and balances and verify them #ith the data
from registries and other )ustificative documents3
$) retrieve from the company at the end of the financial year and receive a part of
company,s assets proportional to his quota in the share capital, as provided by
incorporation act3
') pass on his quota in the share capital or a part thereof to another undisclosed partner or, if
this is stipulated by the incorporation act, to a third party. ?ndisclosed partners shall have
the preferential right in respect to third parties to buy the quota (or a part thereof). !f the
undisclosed partner passes on the entire quota to a third party, this fact shall condition his
e"clusion from the company.
() The rules on competition interdiction shall not apply to the undisclosed partner, if other#ise
provided by the incorporation act.
($) 9hen limited partnership is registered, the undisclosed partner shall be obligated to pay at
least 48I of his participation share that he is obligated to, and the difference shall be paid in
the term established by the incorporation act. ;eposit of contribution shall be confirmed by
participation certificate issued to the undisclosed partner by the company.
(') The incorporation act of the limited partnership may provide other rights and obligations of
the undisclosed partner.
A"ticle #*). Re$po&$ibilit( -he& beco+i&% a& u&di$clo$ed pa"t&e"
(1) The person becoming undisclosed partner of an e"istent company shall bear the ris. of losses
#ithin the limits of his contributions and for obligations born until the moment of becoming
an associate. The contrary clause is inopposable to third parties.
A"ticle #**. Reductio& of u&di$clo$ed pa"t&e"@$ $ha"e
(1) The reduction of undisclosed partner,s share shall not be opposable to third parties until the
registration of reduction in the state registry.
() The reduction of share shall not be opposable to creditors, #hich debts #ere born until the
moment of reduction registration.
A"ticle #*,. Alie&atio& of u&di$clo$ed pa"t&e"@$ $ha"e
(1) The share of the undisclosed partner may be alienated to third parties and it shall pass on to
successors #ithout the consent of associates, if other#ise provided by the incorporation act.
() The undisclosed partners shall have the right of pre%emption in case of share alienation.
/ules on the alienation of participation quota in the limited liability company shall be applied
accordingly.
($) !n case of integral alienation of the share, the quality of undisclosed partner shall cease.
The Civil Code of the Republic of Moldova
36
A"ticle #*.. Li+ited pa"t&e"$hip di$$olutio&
(1) The limited partnership shall be dissolved if there is no active partner or no undisclosed
partner and the company in si" 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.
() !n case of dissolution of limited partnership, including as a result of ban.ruptcy, undisclosed
partners shall have the priority right in respect to active partners to recover the contributions
from company,s property remained after satisfying all the claims of creditors.
A"ticle #*/. Li+ited pa"t&e"$hip "eo"%a&i=atio&
(1) !n case of limited partnership reorganization into a )oint%stoc. company, limited liability
company or cooperative, the active partners shall continue, in term of three years, to be
responsible unlimitedly, )ointly and severally, for obligations born until reorganization.
() The active partner shall not be e"onerated from the responsibility neither in the case #hen,
until the e"piration of three years, he alienates the right of participation in the share capital.
*. LIMITE1 LIABILITA COMPANA
A"ticle #*5. Ge&e"al p"ovi$io&$ o& li+ited liabilit( co+pa&(
(1) Limited liability company is a trading company #ith a registered share capital divided in
shares according to the incorporation act and #hich obligations are guaranteed by the social
property.
() The limited liability company may be incorporated by one or more persons.
($) Company members shall not bear responsibility for company,s obligations. They shall bear
the ris. of losses resulting from company,s activity, #ithin the limits of their contributions.
(') The associate #ho did not pay in time the subscribed contribution shall be responsible
subsidiary for the obligations of the company, #ithin the limits of unpaid particle
(-) The limited liability company shall have a full name in the state language and also may have
an abbreviated name. !t is mandatory that the full or abbreviated name includes the #ords
Flimited liability companyG or the abbreviation FL.L.C.G.
A"ticle #*6. I&co"po"atio& act of the li+ited liabilit( co+pa&(
The incorporation act of the company, besides the data indicated in paragraph (1) of article 11$,
must include2
a) the size of the share capital3
b) nominal value of shares.
A"ticle #,8. ha"e capital of the li+ited liabilit( co+pa&(
(1) The minimum value of the share capital of the limited liability company is stipulated by la#.
() The share capital is divided in share.
A"ticle #,#. Re$e"ve capital of the li+ited liabilit( co+pa&(
(1) The company shall be obligated to create a reserve capital in amount of at least 18I of the
size of the registered share capital.
() The reserve capital may be used only to cover company,s losses or to increase the share
capital.
The Civil Code of the Republic of Moldova
37
($) The reserve capital shall be created by annual payments from company,s benefit, in
proportion of -I of the net benefit, until reaching the size established by the incorporation
act.
(') !f 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.
A"ticle$ #,'. ha"e of the a$$ociate of the li+ited liabilit( co+pa&(
(1) The associate,s share shall represent the fraction from the share capital of the company
established based on the size of the contribution to the share capital.
() The associate shall hold a single share. (hares may have different sizes and shall be
indivisible, if other#ise provided by articles of associations.
($) !f 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.
(') The incorporation act of the company may limit the ma"imum size of the share of associates.
Limitation can not be established only in respect to a certain associate.
(-) !f other#ise provided by the incorporation act, the associates can change the proportion
bet#een shares.
(4) The company shall issue to the associate, #ho paid integrally the contribution, a certificate
stating the share held and its size.
(5) &dditional contributions to the registered share capital shall be made in conformity #ith
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.
A"ticle #,). ha"e of $pou$e$ i& the li+ited liabilit( co+pa&(
(1) The legal regime of )oint property shall be applied to the share accrued during marriage.
() &ssociate,s spouse can not claim for the division of the share and his:her acceptance in the
company, if other#ise provided by the incorporation act.
A"ticle #,*. Acc"ual b( the li+ited liabilit( co+pa&( of it$ o-& $ha"e$
(1) Limited liability company may accrue its o#n shares only if these have been fully paid and
only in the follo#ing cases2
a) based on the decision of the associates, meeting adopted upon the request of the
associate #ho advanced his share or a fraction thereof for sale3
b) from the successors of deceased associate3
c) forced e"ecution of associate,s creditor,s debts3
d) e"clusion of the associate.
() The share may be accrued by the company only on the account of assets that e"ceed the size
of the share capital and of other funds, #hich the company is obligated to create and from
#hich no payments are allo#ed to be made in the favor of associates.
($) The company #hich 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.
(') The company shall be obligated to reduce the share capital in proportion #ith the value of the
accrued share, if the share is not alienated in term of 4 months from the moment of accrual.
The Civil Code of the Republic of Moldova
38
A"ticle #,,. Alie&atio& of $ha"e
(1) The share or a fraction of the share may be alienated in a free manner to the spouse, relatives
and allied relatives unlimitedly and to collateral relatives until the second grade inclusively,
and to other associates of the company, if the incorporation act does not limit or e"clude such
a right.
() The associate can not alienate the share until he pays integrally the contribution that he is
obligated for, e"cept for the cases of succession.
($) !n 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. !n this case the alienation shall be
made under the terms of paragraphs (')%(7) of this &rticle
(') The associate, #ho intends to alienate fully or partially the share, shall pass on in #ritten his
offer to company,s administrator. The administrator shall notify all associates about the
#ritten offer in term of fifteen days from the date of transmittal.
(-) &ssociates approval must be stated in #ritten and passed on to the administrator in fifteen
days from the date the offer #as received. The associate shall indicate the size of fraction of
the share he intends to accrue.
(4) !f there are more petitioners, each of them shall accrue a fraction of the share in the requested
size. !f no agreement is reached among petitioners, the share shall be distributed
proportionally to the size of the share held by each of them.
(5) !f, in thirty days from the date the offer #as passed on, the associates or the company did not
purchase the share, this may be alienated to a third party at a price not lo#er than the one
indicated in the offer.
(6) !n 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.
(7) The legal act on share alienation shall be certified by the notary.
(18) &ny clause contrary to provisions of paragraphs () % (7) of this article is void.
A"ticle #,.. Pu"$ui&% the $ha"e b( a$$ociate@$ c"edito"$
(1) &ssociate,s creditors may pursue the share only based on the e"ecutory title, if the debts can
not be satisfied on the account of other assets of the associate.
() Creditors, right on the share shall be e"ecuted observing the dispositions of article 1-5 of
this Code.
A"ticle #,/. E7clu$io& of the a$$ociate of the li+ited liabilit( co+pa&(
(1) &ssociates, meeting, the administrator, one or more associates may demand the e"clusion of
the associate2
a) #ho delayed and has not paid fully the subscribed contribution in the additional
period3
b) #ho, being administrator, commits frauds damaging the company, uses company,s
assets for personal or third parties use.
() The associate shall be e"cluded only by a court decision.
($) The e"cluded associate shall be reimbursed in term of si" months the amount of paid
contribution, #ithout interest, but only after repairing the caused pre)udice. The obligation to
repair the pre)udice shall continue in the part not covered by paid contribution.
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39
A"ticle #,5. Ma&a%e+e&t3 ad+i&i$t"atio& a&d "ep"e$e&tatio& of the li+ited liabilit(
co+pa&(.
The norms on management, administration and representation of the limited liability company
are established by la# and the articles of association thereof.
,. BOINT9TOCK COMPANA
A"ticle #,6. Ge&e"al P"ovi$io&$ o& Boi&t9toc; Co+pa&ie$
(1) Coint%stoc. company is a trading company #hich registered share capital is divided in shares
and #hich obligations are guaranteed by company property.
() The )oint%stoc. company may be incorporated by one or more persons.
($) The shareholders shall not be responsible for company,s obligations. They shall bear the ris.
of losses resulting from the activity of the company to the e"tent of their contribution
amount.
(') The shareholder #ho did not pay in time the subscribed contribution shall be responsible
subsidiary for company,s obligations, #ithin the limit of unpaid sum.
(-) The company shall have a full name (firm) in the official language and may have an
abbreviated name. !t is mandatory that the full or abbreviated name includes the #ords
F)oint%stoc. companyG or the abbreviation FC.(.C.G.
A"ticle #.8. I&co"po"atio& act of the ?oi&t9$toc; co+pa&(
The incorporation act of the company, besides the data indicated in paragraph (1) of article 11$
of this Code, must include data on2
a) founders3
b) size of the registered share capital3
c) number, type and nominal value of shares3 classes of shares and the number of shares
of each class3
d) method of .eeping company,s registries3
e) size of contribution and number of shares attributed to each founder3
f) number, type, nominal value, amount of interest and terms of redemption of
obligations issued by the company3
g) order of concluding agreements #ith conflicts of interests.
A"ticle #.#. Re%i$te"ed $ha"e capital of the ?oi&t9$toc; co+pa&(
(1) The minimum value of the registered share capital of the )oint%stoc. company is established
by la#.
() The share capital shall be created by placing shares among shareholders and shall represent
the value of cash and in .ind contributions paid in proportion #ith the number and value of
subscribed shares.
($) (hares issued upon the incorporation of the company shall be placed integrally among
founders.
(') !n case of cash contribution, the founders shall be obligated to pay the subscribed shares until
company registration, or in case of in .ind contribution, in thirty days from state registration.
(-) !f 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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A"ticle #.'. Public place+e&t of additio&al i$$ua&ce of $ha"e$
(1) The additional issuance of shares shall be public, if these are not subscribed integrally by
shareholders.
() The conditions of the additional issuance of shares are established by la# and are the same
for all subscribers.
A"ticle #.). Re$e"ve capital of the ?oi&t9$toc; co+pa&(
(1) The company shall be obligated to create a reserve capital in amount of at least 18I of the
size of the registered share capital.
() The reserve capital may be used only for covering company losses or for increasing the share
capital. !t can not be used for payments to shareholders.
($) The reserve capital shall be created by annual payments from the benefit of the company, in
proportion of at least -I from the net benefit, until reaching the size established by the
incorporation act.
(') !f 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.
A"ticle #.* ha"e$ Ctoc;D
(1) (hares are parts in #hich the registered share capital of a )oint%stoc. company is divided in
accordance #ith its formation document.
() The share certifies the shareholder,s right to participate in managing the )oint%stoc.
company, receive dividends or a part of the company,s assets in case of its liquidation, as
#ell as other rights, as provided by the la# or company,s formation document.
($) The types of shares shall be determined by the formation document3 other#ise they shall be
shares to bearer. >ominative shares (stoc.) shall be issued in material form on paper carrier
or in dematerialized form as registration of share to an account.
(') >o shares shall be issued to an amount less than the par value amount.
(-) There shall be issued no other shares, until the previous issue of shares shall be fully paid
up.
(4) The total value of issued shares shall not be less than the registered share capital value.
(5) The share is indivisible. !f several persons hold a share, such persons shall be deemed as one
shareholder and shall e"ercise their rights through an authorized representative.
(6) The types of shares, their legal regime and circulation shall be regulated by the legislation.
A"ticle #.,. Ac>ui$itio& of e>uit( capital. T"ea$u"( $toc;.
(1) The treasury stoc. is the stoc. acquired by the issuing company from its o#n
stoc.holder.
() & 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 other#ise, the provisions of this article being observed.
($) The value of the equity capital acquired by the company, including share capital held in
treasury shall not e"ceed 18I of the subscribed share capital of such company.
(') =nly completely clean stoc. can be acquired, provided that the subscribed authorized
capital is paid in full.
(-) & company shall acquire its equity capital solely on account of the assets e"ceeding the
amount of its authorized capital and other funds #hich the company is required to found and
from #hich such company is not authorized to ma.e payments to its associates.
(4) Aquity capital acquired in contravention of pp. () % (-) hereof shall be alienated #ithin
at most one year from the day of its subscription. The equity capital that has not been alienated
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41
#ithin such period shall be sub)ect to cancellation and the company shall be obliged to reduce its
registered share capital accordingly.
(5) The limitations envisaged in pp. () * (4) hereof shall not be applicable provided that a
certain amount of completely clean equity capital is acquired by the company in one of the
follo#ing circumstances2
a) the acquisition aims at reducing the registered share capital by cancellation of a certain
amount of equity stoc. proportionate to such reduction3
b) in order to transfer a certain amount of the equity stoc. to the company,s staff to such
e"tent and such terms as determined by the meeting of shareholders3
c) by effects of a universal succession or a merger, or a court order ruled in forced legal
action against a company,s debtor3
d) for gratuitous consideration3
e) in order to regulate the prices of o#n stoc.s, both on the stoc. e"change mar.et and on
the ?nlisted (ecurities 0ar.et, provided that (tate Commission on (ecurities 0ar.et
gives its approval3
(6) The treasury stoc. shall not entitle the company to vote at the meetings of shareholders,
receive dividends or a part of the company,s assets in case of its liquidation.
A"ticle #... Bo&d$
(1) & )oint%stoc. company can issue bonds to bearer or nominative bonds. The non%materialized
bonds can be only nominative.
() The par value of all bonds placed by the company shall not e"ceed the amount of the
registered share capital.
($) The bond entitles its holder to an interest payable according to issuer,s promise and at the
end of the period for #hich it #as issued it also entitles its bearer to the par value of such
bond. The bonds can be converted into shares.
(') The bond shall be issued for a term of one year and over.
(-) The bonds shall be issued e"clusively by public offering against cash payment. The payment
by installments is not admitted.
(4) >o bonds shall be issued for the purpose of formation, integration or increase of the
registered share capital.
(5) The types of bonds, their legal regime and circulation shall be regulated by the la#.
A"ticle #./. Re%i$te" of ha"eholde"$ a&d Bo&dholde"$
(1) The authority issuing nominative shares and bonds is obliged to .eep a /egister of
(hareholders and @ondholders.
() (hould the company have more than -8 shareholders or bondholders, an independent
registrar shall .eep the register.
($) The /egister of (hareholders shall provide for the follo#ing2
a) name, principal office and registration number of the issuing company, as #ell as the
registration number of each issue assigned by the >ational (ecurity Commission3
b) <irst name, last name, !; card number and place of residence of the shareholder of
bondholder * individual, and the first name, last name, !; card number and place of
residence of the shareholder of bondholder * legal entity3
c) amount of shares or bonds, the type, class and nominal value of shares and bonds held by
each shareholder or bondholder3
d) the date each shareholder of bondholder acquired or alienated shares or bonds3
(') The register shall have a special section:column to record sequester, pledge or any other
encumbrance of shares or bonds #ith respect to each shareholder of bondholder.
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A"ticle #.5. ha"e o" bo&d ce"tificate
(1) The )oint%stoc. company is obligated to issue share or bonds certificates to holders of non%
materialized shares and bonds.
() The certificate confirms that the person, to #hom 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.
A"ticle #.6. Ri%ht of alie&atio& a&d obli%atio& of "ede+ptio&
(1) The )oint%stoc. company has the right to alienate #ithout any limitation the shares it holds.
() The )oint%stoc. company is obligated to redeem the shares it placed #hen2
a) the maturity date fi"ed for redemption of shares on their issuance has come3
b) clauses limiting the shareholder,s rights are inserted into the document of formation3
c) some ma)or contracts have been concluded follo#ing the resolution of the shareholders,
meeting3
d) reorganization of the company occurs.
($) !f a shareholder received no prior notice or had been not allo#ed to participate in the
shareholder, meeting that resolved the issues stipulated in items (b)%(d) of the p. () hereof,
or if he voted against such resolution and requested a due record of this to be made in the
0inutes, such shareholder shall be entitled to claim redemption of shares.
(') The shareholder shall not be entitled to shares redemption2
a) in cases provided for in items (b)%(d) of the p. () hereof, if the shares have been included in
the stoc. e"change listing3
b) if a company liquidation resolution has been adopted.
(-) 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.
(4) The shares shall be redeemable at mar.et price, unless the formation document stipulates
other#ise.
A"ticle #/8. Additio&al "i%ht$ of the holde"$ of ,E of the $ha"e$
The holders of - I or more of the voting shares shall be entitled to2
a) place a question on the agenda of the shareholders, meeting3
b) propose candidatures to the company board and the auditor3
c) require an e"traordinary meeting of the company @oard3
aD address court #ith a request to nominate members to the company,s board, if t#o general
meetings of shareholders failed to assign such members.
A"ticle #/#. Additio&al "i%ht$ of the holde"$ of #8E of the $ha"e$
(hareholders #hich o#n no less than 18 I of the company voting shares shall be entitled to2
b) request an e"traordinary auditing of the company,s activity be held3
c) request that a placement price of the company shares from the supplementary issue be
established in vie# of the findings of the audit company3
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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43
A"ticle #/'. Ma&a%e+e&t3 ad+i&i$t"atio& a&d "ep"e$e&tatio& of ?oi&t9$toc; co+pa&(
The management, administration and representation of the )oint%stoc. company shall be
regulated in accordance #ith the legislation and the Charter.
A"ticle #/). E&$u"i&% the $ha"eholde"$ f"ee acce$$ to co+pa&(9"elated i&fo"+atio&
(1) The )oint%stoc. company is obligated to publish in company publications the annual report,
the gain%and%loss report, the boo. value of shares and bonds, as #ell as other data required in
accordance #ith the legislation #ith at least 18 days prior to the annual general meeting of
shareholders.
() The company is obliged to provide its shareholders, under the la# 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, #or. contracts #ith the registrar and auditor, financial statements and returns, as
#ell as auditor,s reports.
($) &t shareholders demand the company is obliged to issue copies and e"cerpts from the
documents specified in p. () hereof, on applicants, o#n account.
C!APTER ). COOPERATIVE OCIETIE
A"ticle #/* Ge&e"al p"ovi$io&$ "e%a"di&% coope"ative$
(1) & 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.
() & cooperative society can not have less than five members. 0embership #ith a
cooperative society can be acquired by an individual #ho reached the age of 14 or a legal entity.
($) & member of the cooperative society shall assume the ris.s resulting from the activity
of the latter #ithin the limits of his share in the cooperative property, including the unpaid share.
(') The name of the cooperative society must comprise the #ord FcooperativeG and the
main purpose of its activity in the official language.
(-) Barticularities and legal status of different types of cooperative societies, as #ell as
the rights and obligations of their members shall be determined by this Code and other la#s.
A"ticle #/, The cha"te" of a coope"ative $ociet(
(1) The charter of a cooperative must contain the follo#ing clauses2
a) name3
b) scope of activity and purpose,
c) address3
d) members, contribution to the share capital, #ay and terms of their payment3
e) <ees in money or other goods to #hich the associates can be sub)ected, as #ell as the
nature and value of such payments3
f) structure, duties, #ay of establishment and functioning of the society,s management3
g) #ay of representation3
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44
h) rules regarding convocation of the members, general meeting3
i) branches and representations.
() Eoid, if not included in the Charter, are the regulations concerning2
a) contributions in .ind, their nature and price for their acceptance, as #ell as the
member ma.ing such contributions3
b) personal responsibility of members3
c) deviations from the La# concerning member,s admittance to a cooperative society,
leaving and e"pulsion3
d) limits and restrictions of the member,s right to vote3
e) calculation and destination of surplus of the financial year and in case of liquidation,
f) share in the limit of #hich some members can participate at the share capital.
($) The founding document may stipulate and other clauses not contradicting the la#.
(') The founding document is dra#n up in the official language and is signed by all
founder members.
A"ticle #/. Re%i$t"atio& of a coope"ative $ociet(
(tate registration of cooperative societies shall be done in the order established for
commercial organizations.
A"ticle #// Coope"ative@$ $ha"e capital
(1) The cooperative society has a variable share capital. !t represents the sum of all
participating shares of cooperative members, in conformity #ith its charter.
() Brior to cooperative,s registration, its member must pay his:her participating share in
full, unless the cooperative charter provides other#ise.
($) 9ithin t#o months after the approval of the annual report the cooperative members
are obliged to reimburse cooperative,s losses by additional contributions. !n 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 cooperative,s
obligations, #ithin the limits of the unpaid share of the additional contribution of each
cooperative member.
(') The property remaining after liquidation of the cooperative society is distributed
among its members in conformity #ith cooperative charter.
A"ticle #/5 Ma&a%e+e&t of a coope"ative $ociet(
(1) The cooperativeDs supreme administrative body is the general meeting of its members.
!n a cooperative, #hich consists of more than fifty participants, a supervisory board can be
established, e"ercising control over the activities of the cooperativeDs e"ecutive bodies.
(upervisory board members have no right to act on behalf of the cooperative.
() A"ecutive bodies of the cooperative are the management board and:or its president.
They perform the day%to%day management of the cooperativeDs activities and are held
accountable to the supervisory board and the general meeting of cooperative members.
($) =nly 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.
(') The authority of the cooperativeDs administrative bodies, as #ell as the procedure for
ma.ing decisions and representation on behalf of the cooperative, is determined by the la# and
the cooperativeDs charter.
(-) The follo#ing issues relate to the e"clusive authority of the general meeting of the
cooperative society members2
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45
a) amendments to the cooperativeDs charter3
b) formation and recall of the supervisory board members, as #ell as the
cooperativeDs e"ecutive bodies, unless this authority had been given to the supervisory board by
the charter3
c) acceptance of cooperative members and removal from membership3
d) approval of the cooperativeDs annual reports and accounting balances, and
distribution of losses3
e) decision%ma.ing on the restructuring and liquidation of the cooperative.
=ther issues can be assigned to the e"clusive authority of the general meeting by the la#
on cooperatives or the cooperativeDs charter. !ssues assigned to the e"clusive authority of the
cooperativeDs general meeting or supervisory board may not be transmitted for consideration to
the cooperativeDs e"ecutive bodies.
(4) &t the general meeting, each member has only one vote.
A"ticle #/6 Obtai&i&% +e+be" $tatu$
(1) & cooperative society can admit ne# members at any time.
() The charter can set some specific conditions for admittance of ne# members.
A"ticle #58 Te"+i&atio& of +e+be"$hip i& a coope"ative $ociet( a&d "etu"& of the
pa"ticipati&% $ha"e
(1) The membership #ith a cooperative society is terminated through leaving, removal,
decease or liquidation.
() Avery member has the right to leave the society before a decision of cooperative,s
dissolution is adopted.
($) The value of participating share is paid or property in proportion to the share is
returned to the member #ho leaves the cooperative. Calculation is performed according to the
balance as of the date of leaving, in the event the leaving ta.es place during the financial year,
the reimbursement is done according to the last balance.
(') !f the charter does not provide other#ise, 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 #ithout requesting his:her share of the assets.
(-) @y 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 cooperativeDs charter, and in other cases provided by la# and the cooperativeDs charter. &
cooperative member, #ho has been e"pelled from the cooperative, has the right to have the
participating share returned, in accordance #ith point ($) of this &rticle
(4) & cooperative member has the right to transfer his share through succession, unless
other#ise provided by the cooperativeDs charter. !n the event successors can not become
members of the cooperative, it pays them the value of the participantDs share.
(5) A"ecution upon the participantDs share o#ing to his:her o#n debts, in accordance
#ith the procedure provided by la# and by the cooperativeDs charter, is permitted only if
his:her other property is not sufficient to cover such debts.
A"ticle #5#. Reo"%a&i=atio& a&d Li>uidatio& of Coope"ative$

& production cooperative may be reorganized or liquidated in the order established for
commercial organizations.
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46
C!APTER *. TATE AN1 M2NICIPAL ENTERPRIE
A"ticle #5' tate a&d +u&icipal e&te"p"i$e$
(1) (tate enterprises are founded and endo#ed #ith property by the +overnment or other
bodies authorized by the la#.
() 0unicipal enterprises are founded and endo#ed #ith property by local public
administration authorities.
($) @oth state and municipal enterprises are legal entities and shall be liable for their
obligations #ith all enterprise property.
(') The state and administrative%territorial units bear no responsibility for the obligations
of state and municipal enterprises. These enterprises bear no responsibility for the
obligations of the state and administrative%territorial units.
(-) Barticularities of foundation, functioning and activity termination of state and
municipal enterprises is regulated by the present Code, legislation regarding state and
municipal enterprises, legislation regarding local public administration, other
statutory acts and the model charters of such enterprises.
C!APTER ,. NON9COMMERCIAL ORGANIFATION
A"ticle #5). Ge&e"al p"ovi$io&$ o& &o&9co++e"cial o"%a&i=atio&$
(1) >on%commercial organization is a legal entity organized for other purposes than profit
ma.ing.
() >on%commercial organizations are2
a) &ssociation3
b) !nstitution3
c) <oundation.
A"ticle #5*. A$$ociatio&
(1) The association is a non%commercial organization, established voluntarily by associated
individuals and legal entities under provisions of the la# on the basis of community of
interests, #hich are consistent #ith the public order and good morals, for the purpose of
meeting various immaterial needs.
() !n association the membership is registered.
($) The association can be established in the form of public association, religious association,
party or other socio%politic organization, trade union, associations of legal entities, patronate,
as #ell as in other forms provided by la#.
(') The assets transferred to the association by its founders (associates) shall be the property of
such association. The public association shall use the property thereof to such e"tent as may
be necessary for achieving the goals provided for its charter.
(-) The members of the associations shall retain no rights over the property transferred to such
association, including membership fees. They shall not be accountable for associates,
liabilities and the association shall not be accountable for the liabilities of its members.
(4) The particulars on the formation, operation and the legal status of various types of
associations are regulated by the Civil Code thereof and other la#s.
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47
A"ticle #5,. 0ou&datio&
(1) The foundation is a non%membership, non%commercial organization, established under the
formation documents by one or several individuals and:or legal entities by allocation of
property, detached or isolated from the property of the founders, for the achievement of non%
commercial purposes set up in its charter.
() The foundation can be established by devise.
A"ticle #5.. I&$titutio&
(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%commercial%
ma.ing nature, #hich is partly of entirely funded by such founder(s).
() The property shall be considered transferred by the founder to the institution by o#nership
right, unless the formation document provides other#ise.
($) The founder quality can be assigned both to individuals and legal entities, and to the state and
public authorities.
(') The founder shall be responsible for the liabilities of the institution to the e"tent that the
company,s assets are insufficient to e"tinguish such liabilities.
(-) !nstitutions can be either public or private%o#ned.
A"ticle #5/. Public i&$titutio&$
(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.
() The public institution is not entitled to constitute other legal entities, #ith the e"ception of
associations of legal entities.
A"ticle #55. P"ivate9o-&ed i&$titutio&
(1) Brivate%o#ned institution shall be established by virtue of the decision of an individual or a
legal entity of the private la#, providing the assets required for achieving the proposed goals.
() The decision of constitution shall be authenticated #ith the notary.
A"ticle #56. The Cha"te" of &o&9co++e"cial o"%a&i=atio&
(1) The non%commercial organization shall act under the Charter, unless the la# provides
other#ise.
() The Charter must be signed by all founders, unless other#ise provided by the la#.
($) The Charter of the non%commercial organization must consist of2
a) >ame3
b) Burpose and ob)ective3
c) Central office3
d) <irst name and last name, place of residence, nationality and other personal information
about the founders3
e) Terms and conditions of admission to a non%commercial organization3 resigning and
e"clusion of members (for associations)3
f) Broperty formation, founders contributions and membership fees3
g) &ssignment and recalling of the members of the bodies3
h) @ranches formation and liquidation procedure3
i) /eorganization terms and procedure3
)) Liquidation procedure3
.) =ther information, stipulated by the legislation for such .ind of non%commercial
organization.
(') The Charter may contain other provisions, #hich are consistent #ith the la#.
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48
A"ticle #68. T(pe$ of activit( pe"fo"+ed b( &o&9co++e"cial o"%a&i=atio&$
(1) The non%commercial organization shall underta.e any activity, #hich is no inconsistent #ith
the la#, #hich is aimed at achieving the goals under the Charter.
($) The activity, #hich requires licensing in accordance #ith the la#, shall be conducted by such
non%commercial organization only provided that a license #as issued.
A"ticle #6# Eco&o+ic activit( of &o&9co++e"cial o"%a&i=atio&$
(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.
() To conduct commercial activity, not immediately resulting from the purposes set forth in the
charter, non%commercial organizations shall establish commercial organizations.
($) The la# can limit the right of certain categories of non%commercial organizations to establish
commercial organizations.
A"ticle #6' Ma&a%e+e&t3 ad+i&i$t"atio& a&d "ep"e$e&tatio& of a &o&co++e"cial
o"%a&i=atio&
The norms regarding management, administration and representation of a noncommercial
organization are settled by the la# and the organization,s charter.

A"ticle #6) Co&flict of i&te"e$t$
(1) !n 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 #ith provisions of the
article 174 hereof.
() Conflict of interests is considered present #hen a legal act regarding the assets of a
noncommercial organization in concluded bet#een the organization itself and concerned
persons.
($) &s herein, concerned persons are considered2 organization,s manager, members of
management and supervisory bodies, employees, as #ell as any other person #ho, due to
his:her specific relations #ith the noncommercial organization, is able to influence adoption
of decisions concerning conclusion of legal acts on behalf of the organization #ith
himself:herself, or #ith other persons #ith #hom the latter is lin.ed by .inship up to third
relation degree inclusive, employer%employee relationship, or to #hom this person granted
credits.
A"ticle #6* ettle+e&t of co&flict$ of i&te"e$t$
(1) Legal acts #ith 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.
() The concerned person is obliged to pay the damages a noncommercial organization may
support as a result of concluding the legal act #ith conflict of interests, if this act has not
been approved by the competent body.
($) !n addition to the repair of damages, the concerned person must return to the noncommercial
organization all revenue gained as a result of concluding the legal act. !n the event damage is
caused as a result of action of more concerned persons, they #ill bear solitary responsibility
to#ards the noncommercial organization.
C!APTER .. PARTICIPATION O0 T!E REP2BLIC O0 MOL1OVA AN1 IT
A1MINITRATIVE TERRITORIAL 2NIT IN RELATION REG2LATE1 BA CIVIL
LEGILATION
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A"ticle #6, Republic of Moldova a&d te""ito"ial ad+i&i$t"ative u&it$ of the Republic of
Moldova G $ub?ect$ of the civil la-
(1) The /epublic of 0oldova 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.
() /ules, regulating participation of legal entities at relations regulated by civil legislation, are
applied to#ards sub)ects mentioned in paragraph (1) hereof, if the la# or the particularities
of such sub)ects do not provide other#ise.
A"ticle #6. :a( of pa"ticipatio& of the Republic of Moldova a&d it$ ad+i&i$t"ative9
te""ito"ial u&it$ i& "elatio&$ "e%ulated b( the civil la-
(1) Through their actions bodies of central public administration can acquire and e"ercise rights,
and property and personal non%property obligations on behalf of the /epublic of 0oldova, as
#ell as to represent a court, #ithin their authority.
() Through their actions bodies of local public administration can acquire and e"ercise rights,
and property and personal non%property obligations on behalf of the administrative%territorial
units, #ithin their authority.
($) !ndividuals and legal entities can act on their behalf in cases and #ays stipulated by the la#,
decrees of the Bresident of the /epublic of 0oldova, decisions of the +overnment of the
/epublic of 0oldova and acts of local public administration authorities, through special
authorization. /ules of mandate are applied if they don,t contradict the essence of legal
relation and if other#ise is not e"pressly stipulated.
A"ticle #6/ Civil "e$po&$ibilit( of the Republic of Moldova o" it$ ad+i&i$t"ative te""ito"ial
u&it$
(1) <or its obligations, the /epublic of 0oldova or its administrative territorial unit is liable #ith
all assets possessed as private property.
() The /epublic of 0oldova is not liable for the obligations of the administrative territorial unit
($) The administrative territorial unit is not liable for the obligations of the /epublic of 0oldova
(') /egulation from paragraph () and ($) hereof are not applied in cases #hen the /epublic of
0oldova has guarantied for the obligations of administrative territorial units or if the
administrative territorial units have guaranteed for the obligations of the /epublic of
0oldova
(-) The particularities of civil responsibility of the state and administrative territorial units in
relations #ith foreign individuals and legal entities are settled by the la#.
SECTION 3. LEGAL ACT AND ITS PRESENTATION
C!APTER I. Ge&e"al P"ovi$io&$ -ith Re%a"d to a Le%al Act
A"ticle #65. The &otio& of le%al act
The civil legal act is a manifestation by both individuals and legal entities of their #ill,
aiming at creation, modification or termination of civil rights and obligations.
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A"ticle #66. 2&ilate"al3 bilate"al a&d +ultilate"al le%al act
(1) ?nilateral legal act is an outcome of the #ill of a single individual. The unilateral legal act
can engender obligations for the third parties only in cases stipulated by la#.
() ?nilateral legal act is attributed correspondingly the stipulations #ith regard to obligations
and contracts, provided they do not contradict the la# or unilateral nature of the legal act.
($) @ilateral legal act represents a consolidated #ill of t#o parties.
(') 0ultilateral legal act is the result of an agreement of #ill bet#een three or more parties.
A"ticle '88. Le%al act -ith f"ee a&d o&e"ou$ title
(1) The legal act is #ith a free title in case #hen a unit of property is bought for a person
#ithout see.ing to get another unit of property instead.
() The legal act is onerous in case #hen in lieu of using the purchased unit of property for the
other party it is sought to obtain another patrimonial benefit.
A"ticle '8#. Co&$e"vatio&3 ad+i&i$t"atio& a&d di$po$al le%al act$
(1) The conservation legal act is the one that pursues to predict an eventual loss of a sub)ective
civil right.
() &dministration legal act is that based on #hich it is pursued a normal valorizing of a
commodity or property.
($) The disposition legal act is that #hich has the purpose to cease a right on a property or on
mortgaging a good.
C!APTER II. Validit( Co&ditio&$ of a Le%al Act
A"ticle '8'. Co&$e&t
(1) The consent is an e"teriorized manifestation of #ill of an individual to conclude a
legal act.
() The consent is valid provided it is coming from a discerned person, and is e"pressed
#ith a purpose to produce legal acts and it is not vitiated.
A"ticle '8). The +o+e&t of p"oduci&% the effect$ of a co&$e&t
(1) 0anifestation of #ill, #hich needs to be perceived by the other party, produces effects on
the moment #hen it occurs.
() 0anifestation of #ill cannot produce effects in case #hen the other party had stated before
or states at the same time a declaration of #ithdra#al.
($) Ealidity of #ill manifestation shall not be affected by the decease of the individual #ho
e"pressed his:her #ill, or he:she #as dismissed from his:her position, if those events too.
place after the e"pression of #ill.
A"ticle '8*. I+po$$ibilit( to dete"+i&e the co&te&t$ of the co&$e&t
The legal act is considered un%concluded if the contents of the consent cannot be
determined certainly neither from the e"teriorized e"pression nor from other circumstances of its
conclusion.
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A"ticle '8,. The a%"ee+e&t of the thi"d pa"t( i& co&cludi&% a&d e7ecutio& of the le%al act
(1) !f the effect of a legal act, #hich needs to be e"ercised to#ards somebody else, depends on
the consent of a third party, either positive consent or refusal can be e"pressed both to a
party and the other.
() The agreement does not imply forms established for the legal act.
A"ticle '8.. P"eli+i&a"( a%"ee+e&t fo" co&cludi&% the le%al act
The preliminary agreement is irrevocable until the conclusion of the legal act to the
e"tent in #hich something else proceeds from the legal report based on #hich the preliminary
agreement #as e"pressed. /evocation can be e"pressed both to#ards a party and the other.
A"ticle '8/. The $ub$e>ue&t a%"ee+e&t fo" co&cludi&% the le%al act
(1) The subsequent agreement (confirmation), #hen there are no other contradictory
instructions, has retro%active effect from the moment of contract conclusion.
() @y this retro%activity, the instruction acts are not cancelled #hich the one #ho gave consent
made prior to the confirmation, or #hich too. place by coerced e"ecution, of fulfilling the
measures of sequester or have been ta.en by the administrator of the ban.ruptcy.
A"ticle '85. The effect$ of the di$po$itio& act$ of the u&?u$tified
(1) & disposition act concluded #ith regard to a )ob performed by an un)ustified person
produces effects if it is concluded based on consent of the un)ustified person.
() (uch a disposition act produces effects, if the )ustified person confirms, or provided the
person #ho concludes the act obtains subsequently his commodity or inherits that from the
)ustified person and has unlimited responsibility to#ards the successive obligations. !n the
last t#o situations, if there #ere concluded simultaneously some more disposition acts,
incompatible #ith each other, effects is produced only by the act that #as concluded first.
A"ticle '86. The ob?ect of le%al act
(1) The ob)ect of the legal act is that, on #hich the person #ho concluded a legal act assumes
responsibility.
() The ob)ect of the legal act needs to be legal, to be in the civil circuit and be determined or
determinable at least in its category.
($) <orthcoming goods can also be considered an ob)ect of a legal act.
A"ticle '#8. The "ea$o& of a le%al act
(1) The civil legal act, concluded #ithout consent or founded on a false or illegal cause, shall
have no one effect.
() The cause is presumed until the contrary probe is submitted.
($) The cause that is not consistent #ith the la#, good morals and manners or public order is
illegal.
A"ticle '##. The fo"+ of le%al act
(1) The legal act can be concluded verbally, in #riting of in a genuine form.
() The form is a condition of validity of the legal act only in e"press cases stipulated by la#.
($) The legal act, #hich can be concluded verbally, is considered concluded also in the case
#hen the behavior of the person displays an obvious #ill to conclude a legal act.
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(') (ilence is considered an e"pression of #ill to conclude the legal act in cases stipulated by
la# or by the consent of the parts.
(-) &ny amendment to the legal act needs to ta.e the form established for such an act.
(4) The promise to conclude a legal act cannot ta.e the form required for this act.
A"ticle '#'. Ve"bal fo"+
(1) The legal act, for #hich the la# or agreement of the parts do not stipulate the form either
#ritten or genuine, can be concluded in verbal form.
() The legal act, #hich is e"ecuted even at its conclusion, can be concluded verbally, e"cept
for the legal acts for #hich genuine form is required or for #hich #ritten form is required
for validity.
A"ticle '#). :"itte& fo"+
(1) !n #ritten form is concluded the legal acts concluded among legal entities3 among legal
entities and individuals and among individuals, in case #hen the value of the ob)ect is more
than -8 minimum salaries, and in cases stipulated by la# regardless to the value of the
ob)ect.
() !n cases in #hich, in compliance #ith la# or agreement of the parts, the legal act needs to be
concluded in #ritten form, it can be concluded both by #riting a single #ritten record,
signed by the parties, as #ell as by an e"change of letters, telegrams, cable letters, etc.,
signed by the party #ho sent them.
($) The utilization of the technical means in signing the legal act is allo#ed in cases and in
order established by la# or based on the consent of the parties.
(') !f due to a fiscal deficiency, of disease or other reason the person cannot sign #ith his o#n
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 la#, by sho#ing the reason based on #hich the part #ho concluded the
act could not sign by his o#n hand.
A"ticle '#*. The effect$ of &o&9ob$e"va&ce of -"itte& fo"+ of the le%al act
(1) >on%observance of the #ritten form of the legal act cancels the right of the parts to claim, in
case of litigation, for proving the legal act, the evidence #ith the #itnesses.
() >on%respect of the #ritten form of the legal act implies its cancellation only in cases #hen
this effect is e"pressly stipulated by la# or by agreement of the parties.
A"ticle '#,. Ge&ui&e fo"+ of the le%al act
The genuine form of the legal act is mandatory2
a) !n cases established by la#3
b) !n cases stipulated by the agreement of the parties, even if the la# does not require
genuine form.
A"ticle '#.. The effect$ of &o&9ob$e"vi&% the %e&ui&e fo"+
(1) >on%observance of the genuine form implies termination of the legal act.
() !f one of the parties e"ecuted the legal act entirely or partially, for #hich genuine form is
required, and the other party shir.s from notary confirmation thereof, the court of la# is
entitled, on demand of the party #ho e"ecuted the legal act totally or partially, to declare it
valid, provided that it contains no stipulations inconsistent #ith the la#. !n this case no
subsequent notary certification of the legal act is required.
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($) The party that groundlessly shir.ed from notary certification of the legal act, is obliged to
compensate the damage caused to the other party caused by delay of the certification.
A"ticle '#/. tate "e%i$t"atio& of the le%al act
(1) The legal acts that have as ob)ect immovable assets are supposed to be registered in a
manner established by la#.
() @y la# can be established the condition of registration of other legal acts.
A"ticle '#5. The effect$ of $hi";i&% f"o+ "e%i$te"i&% a le%al act
(1) !f the legal act that #as supposed to be registered is concluded in a form required by la#,
and the obliged party shir.s from its registration, or e"pired the term established by la# for
registration, the court of la#, on demand of the interested party is entitled, based on a
resolution, to decide registration of the legal act. !n such a case the legal act is registered
based on the decision of the court of la#.
() The party, #hich shir.ed 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.
C!APTER III. Nullit( of the Le%al Act
A"ticle '#6. Void a&d ca&celed le%al act$
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 la# (relative nullity).
A"ticle ''8. Ab$olute &ullit( of the le%al act
(1) &bsolute nullity can be invo.ed by any person, #ho has an engendered and actual interest.
The court of la# invo.es it from the office.
() The absolute nullity cannot be removed by confirming by the parties of the act #hich is
affected by nullity.
($) The absolute nullity is un%prescriptible.
A"ticle ''#. Relative &ullit( of the le%al act
(1) The relative nullity can be invo.ed only by the person in #hose favor it is established, or by
its successors, by the legal representative or by the chirographic creditors of the defended
party, by #ay of an oblique action. The court of la# cannot invo.e that from the office.
() The relative nullity can be covered by e"press or tacit #ill of the party in #hose favor it is
established. The #ill to confirm the legal act affected by nullity can be certain and obvious.
($) !n order to confirm the legal act affected by the relative nullity the #ill does not need to be
e"pressed in a required form for concluding the respective legal act.
(') !f each party can invo.e 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 invo.e
the nullity.
A"ticle '''. The effect$ of the &ullit( of the le%al act
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(1) The null legal act terminates #ith a retro%active effect from the moment of conclusion. !f
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.
() Aach party needs to restitute everything #hich is received based on the null legal act, and in
case #hen it cannot restitute #hat it received, it is obliged to pay counter%value of the #or..
($) The party and the third parties of good #ill are entitled to compensate the damage caused by
the nullified legal act.
A"ticle ''). The le%al act co&t"adicti&% the la-3 public o"de" o" %ood +a&&e"$
(1) The legal act or clause #hich contradicts the imperative norms is null, if the la# does
not stipulate other#ise.
() The legal act or the clause #hich contradicts the public order or good morals and
manners is null.
($) 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.
A"ticle ''*. Nullit( of the fictive o" $i+ulated le%al act
(1) The legal act concluded #ithout intention to produce legal effects (fictive legal act) is null.
() The legal act concluded #ith the purpose to hide another legal act (simulated legal act) is
null. 9ith regard to a legal act meant by the parties necessary rules are applied.
($) !n cases #hen the obtained good based on the fictive legal act shifts to a third party of good
#ill, it is considered that this shift too. place based on a valid legal reason.
A"ticle '',. Nullit( of the le%al act co&cluded b( a pe"$o& -ithout capacit( to e7e"ci$e
(1) The legal act concluded by a person #ithout capacity to e"ercise thereof is null.
() The person #ith full capacity to e"ercise is obliged to compensate the damage caused to the
other party by concluding the null legal act, provided it is demonstrated that he .ne# and
should have .no#n that the other party has no capacity to e"ercise.
A"ticle ''.. Nullit( of the le%al act co&cluded b( a +i&o" a%ed bet-ee& $eve& to fou"tee&
(ea"$
(1) The legal act concluded by an individual aged bet#een seven to fourteen years, e"cept for
the stipulations of the paragraph () of the &rticle $ of the present Code is null.
() The adult person #ith full capacity to e"ercise is obliged to compensate the damage caused
to the teen%ager, if he does not demonstrate that he did not .no# and should not have had to
.no# that the other party has no capacity to e"ercise required for concluding the respective
legal act.
A"ticle ''/. Nullit( of the le%al act co&cluded b( a +i&o" a%ed bet-ee& fou"tee& a&d
ei%htee& (ea"$ old o" b( a& i&dividual li+ited i& hi$ capacit( to e7e"ci$e
(1) The legal act concluded by a minor aged bet#een fourteen to eighteen years of age or by a
person limited in capacity to e"ercise #ithout the consent of the parents or tutor, if this
agreement is required by la#, can be declared null by the court of la#, on request of the
parents or tutor.
() The adult person, #ith full capacity to e"ercise is obliged to compensate the damage caused
to the other party, provided it is demonstrated that he .ne# or should have .no#n that the
other party has no necessary capacity to e"ercise for concluding the respective legal act.
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A"ticle ''5. Nullit( of the le%al act co&cluded b( a pe"$o& -ithout di$ce"&+e&t o" -ho
could &ot +a&a%e hi$ actio&$
The legal act concluded by the person #ith full capacity to e"ercise, in a moment #hen
he could have understood the significance of his actions or managed them, can be declared null
by the court.
A"ticle ''6. The &ullit( of the le%al act co&cluded b( violatio& of the li+it of autho"i=atio&
!n case #hen the competencies of the person #ith 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 #ith the stipulations of the mandate, la#, or #hich can be deducted by
circumstances in #hich legal act is concluded, the legal act concluded by this person or body
#ithout respecting the imposed limits can be declared null only in case #hen it is demonstrated
that the other party .ne# or should have .no#n about these limitations.
A"ticle ')8. Nullit( of the le%al act affected b( the e""o"
(1) The legal act concluded on the basis of a considerable error can be declared null by the
court.
() The errors is considerable if at concluding the legal act there #as a false representation
#ith regard to2
a) >ature of the legal act3
b) (ubstantial qualities of the ob)ect of the legal act3
c) The parties of the legal act (partner or beneficiary), in cases #hen the identity of the
above is the reason determinant in concluding the legal act.
($) The error on the reason is considerable only in case #hen the reason is included in the
ob)ect of the legal act.
(') The error imputable to the person #hose consent is vitiated cannot serve as reasons for
annulling the legal act.
(-) The person in #hose interest #as 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 #ould not be declared null. The damage shall not be compensated in case #hen it is
demonstrated that the person )ustified for getting compensation .ne# or should have .no#n
about the error.
(4) The legal act concluded under the impact of the error cannot be claimed if the other
party agrees to e"ecute in compliance #ith the #ill of the party #ho intends to claim the act.
A"ticle ')#. Nullit( of the le%al act co&cluded b( -a( of delibe"ate +i$i&te"p"etatio&
(1) The legal act, #hose conclusion #as determined by deliberate misinterpretation based
behavior, or slyness of one of the parties, can be declared null by the court even in case
#hen the author of the fraud estimated that the legal act is advantageous for the other party.
() !f one of the parties .eeps calm about certain circumstances, #hose 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 #ill one could e"pect that the other party unveils these
circumstances.
($) !n case #hen the misinterpretation is committed by a third party, the legal act can be
annulled, only in cases #hen it is demonstrated that the other party .ne# or should have
.no#n about the fraud.
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A"ticle ')'. Nullit( of the le%al act co&cluded ba$ed o& viole&ce
(1) The legal act concluded based on constraint by physical or psychological violence can be
declared null by the court even in cases #hen the violence #as committed by a third party.
() Eiolence is a ground for annulling the legal act only in case #hen 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 e"posed to an imminent threat.
($) There is no violence in the sense of the present dispositions in case #hen the author of the
fraud did not use any illegal means.
A"ticle ')). Nullit( of the le%al act co&cluded b( i&?u"(
(1) The legal act #hich #as concluded by a person based on a set of hard circumstances of
#hich the other party benefited, in e"tremely un%favorable conditions, can be declared null
by the court.
() The court can maintain the legal act provided the accused offers a reduction of his debt or a
fair pecuniary indemnification.
A"ticle ')*. The &ullit( of the le%al act co&cluded afte" the f"audule&t a%"ee+e&t bet-ee&
the "ep"e$e&tative of a pa"t( a&d the othe" pa"t(
(1) The legal act concluded after a fraudulent agreement bet#een a party and representative of
the other party can be declared null by the court.
() The application on annulment, in this case, can be submitted #ithin one year from the date
#hen the interested party found out, or should have found out, about the conclusion of the
legal act.
A"ticle '),. Nullit( of the le%al act co&cluded b( violatio& of the i&te"dictio& to di$po$e a
co++odit(
The legal act based on #hich a commodity #as disposed, #ith regard to #hich, based on
la#, by court or another authorized body institutes in favor of certain persons an interdiction
#ith regard to disposal, can be declared null by the court on demand of the persons in #hose
favor is instituted the interdiction.
A"ticle ').. The te"+ of $ub+itti&% the clai+ o& a&&ulli&% the le%al act
(1) The )ustified person is entitled to claim annulment of the legal act based on grounds
stipulated in &rticle $, $$ and $- of the present Code #ithin si" months from the date
#hen it #as found out or should have been found out about the ground of the annulment.
() @ased on the ground stipulated in &rticle $' of the present Code the application on
annulment can be submitted #ithin si" months from the date #hen the violence ceased.
C!APTER IV. Le%al Act$ Co&cluded u&de" Co&ditio&
A"ticle ')/. Le%al act co&cluded u&de" co&ditio&
The legal act is considered concluded under condition in cases #hen emergence and
termination of sub)ective civil rights and of correlative obligations depend on the future, and
uncertain event may be reached.
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A"ticle ')5. Null co&ditio&
(1) >ull is considered the condition that contradicts the la#, public order and good
morals and manners or #hose implementation is impossible. The legal act, concluded under such
conditions, is null entirely.
() The condition, #hose occurrence or non%occurrence depends on the #ill of the parties
of the legal act is null. The legal act, concluded under such a condition, is null.
A"ticle ')6. Po$itive co&ditio&$
(1) !f the legal act is concluded under the condition of a pending event #ithin a defined
term, the condition is considered un%reached if this term e"pired and the event did not occur.
() !f the term is not defined, then the condition can be fulfilled anytime. The condition
can be recognized un%achieved #hen it is obvious that subsequent occurrence of the event is
impossible.
A"ticle '*8. Ne%ative co&ditio&$
(1) !f the legal act is concluded under the condition that a certain event #ill occur in a
defined #ithin a determined term, then the condition is considered achieved even up to
e"piration of this term, provided it is clear that subsequent occurrence of the event is impossible.
() !f the term is not determined the condition is considered achieved only #hen it is
certain that the event #ill not occur.
A"ticle '*#. I&ad+i$$ibilit( of i&flue&ce o& the effectuatio& of the co&ditio&
(1) The person #ho concluded a legal act under determined condition, before the
achievement of the condition shall not be entitled to underta.e any actions that may impede the
e"ecution of his:her obligations.
() !f the condition is achieved, and the individual undertoo. already actions mentioned
in the Baragraph (1) of the present article, he:she is obliged to compensate to the other party the
damage caused by the latter.
A"ticle '*'. The le%al act co&cluded u&de" $u$pe&$e co&ditio&
The legal act is considered concluded under suspense condition, if emergence of
sub)ective 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%.no#n to the parties.
A"ticle '*). The le%al act co&cluded u&de" "e$olutive co&ditio&
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 e"istent before its
conclusion.
A"ticle '**. Good -ill i& co&ditio& e+e"%e&ce
(1) !f the occurrence of the condition #as delayed maliciously by the party for #hich
condition occurrence could be disadvantageous, the condition is considered to have occurred.
() !f in condition occurrence there #as a malicious contribution on behalf of the party
for #hich condition occurrence is advantageous the condition #ill not be considered occurred.
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C!APTER V. Rep"e$e&tatio& a&d P"o7(
A"ticle '*,. Rep"e$e&tatio&
(1) & legal act can be concluded both personally or by a representative. The authorization
of the representative stems from the la#, legal act or from the circumstances in #hich it acts.
() The legal act concluded by an individual (representative) on behalf of another person
(representative) #ithin the limits of authority engenders, modify or cancel the civil rights and
obligations of the representative.
($) !f the legal act is concluded on behalf of another person, the party #hich contracted
the representative cannot be opposed by deprivation of authorities, if the representative created
such circumstances based on #hich this party presumed the e"istence of certain authorities.
(') !f on concluding a legal act the representative does not submit its authority, the act
produces effects directly for the represented person only in case #hen the other party should
have, proceeding from circumstances #hen the act #as concluded, presume the e"istence of
the representation. The same rule is applied also #hen for the other party the contracting
person does not matter.
(-) !t is forbidden conclusion by representative of legal acts that, proceeding from their nature,
are supposed to be concluded directly by the contracting person or #hen the la# forbids
e"pressly the conclusion of the legal act via representative.
A"ticle '*.. Rep"e$e&tative@$ li+ited e7e"ci$e capacit(
The legal act concluded by the representative is valid also in case #hen the representative
had limited capacity of e"ercise.
A"ticle '*/. Rep"e$e&tative $ub$titutio&
(1) The representative needs to personally conclude the legal acts for #hich he is
authorized. 1e can commission his authorities to a third party only in case #hen he is authorized
by the representative or in cases #hen this is required by the interests of the representative.
() The representative #ho 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. !n case #hen the representative does not fulfill this obligation, he can
respond for the actions of the substitute as for his o#n actions.
A"ticle '*5. Vice$ of co&$e&t3 ;&o-led%e3 obli%atio& of a-a"e&e$$
(1) 9hen declaring the nullity for a vice of consent of the legal act concluded by the
representative, one means only his consent.
() !f the representative authorized based on pro"y acted in conformity #ith certain
instructions of the representative, then the latter has no right to invo.e una#areness by the
representative of certain circumstances #hich the representative used to .no# or should have
.no#n.
A"ticle '*6. Rep"e$e&tatio& autho"i=atio&
(1) &uthority provision is performed based on e"pression of #ill to#ards the person #ho
is authorized or to#ards the third person #ho #ill be authorized.
() The declaration of providing authority does not need to be made in a manner required
for the legal act #hich is supposed to be concluded based on the authorization. This instruction
does not apply, if based on that, the protecting role of the formal requirements is annihilated.
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A"ticle ',8. The le&%th of the autho"it(
(1) !f the authority is provided via a declaration addressed to a third party, they #ill be
valid for him until the cancellation of authority by the person #ho provided them.
() !n case #hen a person via a special communication addressed to a third party, or via a
public communication announced that he empo#ers another person #ith the right to represent
him:her, the latter is entitled to represent him:her in the first case * to#ards the indicated third
party, and in the second case * to#ards any person. &uthority of representation are preserved
until cancellation in an order ho# they are provided.
A"ticle ',#. Modificatio& o" -ithd"a-al of autho"itie$
=f the modification or #ithdra#al of authorities the third parties need to be announced
by appropriate means. !n case on non%observance of these requirement, modification or
#ithdra#al of authorities cannot be opposed to the third persons, e"cept for the cases #hen it
#ill be proven that the latter .ne# or should have .no#n about the modification or #ithdra#al
of authorities in the moment of concluding the legal act.
A"ticle ','. Co&clu$io& of the le%al act -ithout autho"it( to "ep"e$e&t
(1) !f a person concludes a legal act on behalf of the other person #ithout having authority to
do so, or e"ceeds his:her authority, the legal act can produce effects for the representative
only in case #hen the latter confirms the authority subsequently. !n such a case the legal act
can be confirmed both in an e"press manner and by cogent actions.
() !f the other party addresses the representative #ith an application about the confirmation of
the act, the confirmation can be made only based on an e"press declaration addressed
directly to this party. !f the declaration about confirmation is not sent to the other party
#ithin t#o #ee.s from the date #hen it is received, it is considered that the representative
refused to confirm the legal act.
($) ?ntil confirmation, the party #hich concluded the legal act #ith the representative deprived
of authorization, in cases #hen they did not .no# about missing authorization, can renounce
the legal act based on a statement addressed to the representative.
A"ticle ',). Re$po&$ibilit( of the "ep"e$e&tative -ho acted -ithout autho"i=atio&
(1) The person #ho concluded a legal act as representative, in cases #hen he:she cannot
demonstrate that he:she has authority to do so, is obliged, based on the choice of the other
party, to e"ecute the legal act, or compensate the caused damage, if the representative
refuses to confirm the legal act.
() !f the representative does not .no# about missing authorization, he:she is obliged to merely
compensate the pre)udice #hich is o#ed to the fact that the other party #as convinced that
the authority e"ist only to the e"tent to #hich the validity of the legal act is of interest for
the other party.
($) The representative, #ho acted #ithout authorization, is acquitted from any responsibility if
the other party .ne# or should have .no#n about missing authorization. The representative
does not bear responsibility either in cases #hen he:she #as limited in capacity to act,
e"cept for the cases #hen he:she acted #ith the consent of the trustee.
A"ticle ',*. Cou&te"act
The representative shall not be entitled, to the e"tent it is not authorized in e"press
manner, to conclude legal acts on the name of the representative by himself, neither on his o#n
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60
name, nor as representative of a third party, e"cept for the case #hen the legal act consists
e"clusively in e"ecuting a certain obligation.
A"ticle ',,. P"o7(
(1) The pro"y is a #ritten document drafted #ith the purpose to certify the authorization
conferred by the representative to one or several representatives.
() The pro"y issued for concluding other legal acts in genuine form need to be certified
by notary.
($) The pro"ies certified in compliance #ith current legislation by the local public
authorities are equivalent #ith the pro"ies notified by notary.
(') Aquivalent #ith the pro"ies certified by notary are the pro"ies issued by2
a) Bersons #ho are ta.ing treatment at the hospitals, resorts and other military medical
institutions, in cases #hen 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 duty3
b) @y military, and in the places of military units dislocation, by institutions or medical
educational institutions #here the notary offices are missing, or by other bodies that fulfill notary
acts, also by #age%earners and members of their families and of the military, certified by the
commander in chief of the unit or respective institution3
c) The individuals #ho serve a sentence in penitentiaries, certified by the chief of the
respective institution3
d) &dult individuals, #ho 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.
(-) Bro"ies issued for getting the salary or other payments from the #or.%place, of
pensions, indemnities, scholarships, of correspondence, including the shares and money
mandates, can be certified by the administration from the #or.%place or place of studies, of the
person #ho issues the pro"y, by the organization of housing e"ploitation from the residential
place #ho issues the pro"y or by the administration of the medical institution #here the
individual #ho issues the pro"y is hospitalized.
A"ticle ',.. ub$titutio& p"o7(
(1) The person #ho is issued a substitution pro"y can issue a substitution pro"y only provided
this right is stipulated e"pressly in the pro"y or provided this is necessary to the interest of
the representative.
() !n all cases the substitution pro"y needs to be certified by notary.
A"ticle ',/. The te"+ of the p"o7(
(1) The pro"y is issued for a term of no more than three years. !f the pro"y does not stipulate
this term it is valid for one year from the date of its dra#ing%up.
() The pro"y that does not stipulate the date of dra#ing up is void.
($) The pro"y issued for the purpose of concluding the legal acts beyond the territory of the
/epublic of 0oldova, and certified by notary, is valid until it is cancelled by the individual
#ho issued it.
A"ticle ',5. Cea$i&% the viabilit( of the p"o7(
(1) The validity of the pro"y ceases in cases #hen2
8 a) term e"pires3
1 b) it is cancelled by the issuer3
c) the issuer renounces it3
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$ d) the legal entity #hich issues the pro"y brea.s%up3
' e) the legal entity to #hich the pro"y is issued brea.s%up3
- f) in case of decease of the individual #ho issued the pro"y, #hen the
latter is declared incapable, #ith limited capacity to e"ercise, or missing una#ares3
4 g) decease of the individual #ho is issued the pro"y, declaring it
incapable, #ith the limited capacity to e"ercise or absent una#ares3
() The individual #ho issued the pro"y can cancel it in any moment, #hereas the
individual #ho is issued the pro"y can renounce any moment. &ny contrary clause is void.
($) =nce #ith the ceasing the validity of the pro"y, the validity of the substitution pro"y
ceases too.
A"ticle ',6. I&fo"+atio& about the a&&ul+e&t o" cea$i&% the validit( of the p"o7( validit(
The person #ho issued a pro"y is obliged to inform about the annulment or ceasing the
validity of the pro"y the person #ho #as issued the pro"y and the third parties .no#n by him,
the representative #as supposed to contract. The same obligation has the successors of the
person #ho #as issued the pro"y in cases stipulated in the items (d) and (f) of the paragraph (1)
of the &rticle 48 of the present Code.
A"ticle '.8. The effect$ of cea$i&% the validit( of a p"o7(
(1) The legal acts concluded by the representative until the moment #hen the latter found out or
should have found out about the termination of validity of the pro"y is valid for the
representative and his:her successors.
() !n concluding the validity of the pro"y the individual #ho #as issued the pro"y or
successors thereof is obliged to immediately return the pro"y.
A"ticle '.#. Co++e"cial "ep"e$e&tatio&
(1) The commercial representative is the individual #ho represents the interests of the
entrepreneur by himself and on permanent basis at the conclusion of the legal acts, #ith the
purpose to manage the business.
() The simultaneous commercial representation of various representatives in concluding
the legal act is allo#ed only in cases of e"isting the e"press agreement of the parties in this sense
and in other cases stipulated by la#. !n such case, the commercial representative is held to
e"ecute provided authority #ith a diligence typical to a good o#ner.
The commercial representative is entitled to claim the payment of the convened
remuneration, as #ell as the compensation of the incurred costs #ith the purpose to e"ecute the
pro"y in equal shares from the represented persons, provided the contract does not stipulate
something else.
($) The commercial representation is e"ercised based on a contract, concluded in #ritten,
by stipulating the empo#erment of the representative, and in case of missing such stipulations *
based on a pro"y.
The commercial representative is obliged not to disclose confidential information #hich
became .no#n as a result of representation, even after the termination of the commercial pro"y.
(') La# establishes the specific nature of the commercial representation in certain fields
of entrepreneurial activity.
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SECTION 4. THE TERMS
C!APTER #. Calculatio& of Te"+$
A"ticle '.'. I&$titutio& of te"+$
(1) The terms are instituted by la#, court decisions or by mutual agreement of the parties.
() /egardless of the grounds that may emerge, the terms is calculated after the rules
stipulated in the present section.
A"ticle '.). Ma&&e" of e$tabli$hi&% the te"+$
The term is instituted by sho#ing a calendar date, a period of time or by referring to a
future event and being sure it #ill occur.
A"ticle '.*. The be%i&&i&% of the te"+ "u&&i&%
(1) !f the beginning of the time running is determined by a certain event or moment in the
time, #hich #ill occur during the day, then the day of event or moment occurring shall not be
ta.en into account of calculating the term.
() !f 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 e"tend also upon the birthday in calculating the age.
A"ticle '.,. Va"iou$ +a&&e"$ of the te"+
(1) @y half an year or semester is meant si" months, by trimester * three months, by half a
month * fifteen days, first decade * ten days.
() !f the term is stipulated by a period and a fraction of this period, the fraction is calculated at
the end.
($) !n case #hen it is indicated the beginning or the end of a month it is meant, respectively, the
1
st
date, the 1-
th
or the last day of the month.
A"ticle '... Calculatio& of te"+$ of a& (ea" a&d a +o&th
!f the terms of an year and a month are calculated #ithout ta.ing into account their
uninterrupted running, the month is considered to have thirty days and the year * three hundred
and si"ty fife days.
A"ticle './. E7te&di&% the te"+
!n case of e"tension, the ne# term is calculated from the moment of e"piring of the
precedent term.
A"ticle '.5. Te"+ e7pi"atio&
(1) The term established in years e"pires on the respective month and day of the last year
of the term.
() The term established by months e"pires on the respective date of the last month of the
term. !f the last month has no respective date, the terms shall e"pire on the last day of the month.
($) The term established in #ee.s e"pires on the respective day of the last #ee..
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(') The term e"pires on the t#enty%fourth hour of the last day of the term. !f the action
needs to be performed by an organization, the term e"pires on the hour #hen this organization,
in conformity #ith the established norms, ends the #or. time.
(-) !n case #hen the term is shorter than one day, it e"pires on the e"piration of the
respective unit of time. The second sentence from the Baragraph (') of the present article is
applied in respective manner.
(4) The documents submitted to the post or telegraph offices until the '
th
hour of the last
day of the term is considered submitted on term. The transmission of the te"t by teletype,
facsimile, or other means of communication is equal #ith the submission to the post office.
A"ticle '.6. Te"+ e7pi"atio& a& -ee;e&d
!f the last day of the term is (unday, (aturday or a day off, according to the la# in force,
the term e"pires in the ne"t follo#ing #or.ing day.
C!APTER '. E7ti&ctive P"e$c"iptio&
A"ticle '/8. Ge&e"al te"+ of e7ti&ctive p"e$c"iptio&
(1) The general term, in #hose limits a person can defend its violated right, by bringing an
action to the Court, represents three years.
() &ctions on defending the personal non%patrimonial rights are prescribed only in special
cases stipulated by the la#.
A"ticle '/#. pecial te"+$ of e7ti&ctive p"e$c"iptio&
The follo#ing actions are prescribed in a si" months term2
a) Benalty recover3
b) 1idden Eices of the sold good3
c) Eices of the #or.s e"ecuted according to the contract of persons current servicing3
d) Litigation raised from the transport contract.
A"ticle '/'. P"e$c"iptio& i& ca$e of co&$t"uctio& vice$
(1) !n the contract for e"ecution of #or.s the right, commenced from the construction vice, is
prescribed in term of five years.
() !n the buying%selling contract, the right commenced from the construction vice, is prescribed
only after five years after the e"ecution of construction #or..
($) <or the vices of ra# materials or delivered materials, assigned to a construction and #ho
caused that vice to the construction, the right is prescribed in term of five years.
A"ticle '/). I&te"dictio& to +odif( the e7ti&ctive p"e$c"iptio& te"+ o" the +odalit( of
calculatio&
The legal act on modifying the e"tinctive prescription term or the modality of calculation
or #aver of the right to invo.e the prescription is null.
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A"ticle '/*. Applicatio& of e7ti&ctive p"e$c"iptio&
The action on defending the violated right is re)ected according to the e"piration of the
e"tinctive prescription term only at the request of the person, in #hose favor run the prescription,
submitted after the debates ending. The #inner may oppose the prescription in appeal or recourse
only if the Court approves the fund.
A"ticle '/,. E7ti&ctive p"e$c"iptio& te"+ be%i&&i&%
(1) The e"tinctive prescription begins running from the date of commencing the right for action.
/ight for action commences at the date #hen a person heard or should have heard about the
right violation.
() & prescription begins from the date #hen an obligation becomes e"igible, and in case of
obligation not to do, from the date of its violation, unless the la# other#ise requires. !n
cases #hen a suspensive term or a suspensive condition affects the sub)ective right, the term
of e"tinctive prescription begins from the date of term e"ecution or condition fulfillment.
($) !n legal relations #ere the term of obligation e"ecution is not stipulated or the e"ecution can
be required anytime, the term of e"tinctive prescription begins from the date #hen the
debtor shall e"ecute the obligation.
(') !n actions on aquilian responsibility the term of e"tinctive prescription begins from the date
#hen the victim heard or should have heard the damage and the responsible person for it.
(-) The term of e"tinctive prescription in case of repealing a legal act for violence begins from
the date the violence stopped. !n other cases of repeal the term of e"tinctive prescription
begins from the date #hen the acquitted person, its legal representative or the person
assigned by the la# to deliver the acts has heard the grounds of repeal.
(4) !n case of regressive obligations the term of e"tinctive prescription begins from the date
#hen the main obligation should be e"ecuted.
(5) Brescription of the right for action for the hidden vices begins2
a) in case of a transferred good or e"ecuted #or., other then construction, after one year
from the date of good or #or. assumption, e"cept the vice has been discovered
beforehand, #hen prescription #ill begin from the discovery date.
b) in case of a construction, after three years from the date of construction assumption,
e"cept the vice has been discovered beforehand, #hen prescription #ill begin from the
discovery date.
(6) <or the e"ecution of some current #or.s, the terms stipulated in par. (5) of the present
&rticle, represents a month in the case stipulated in lit. (a) and correspondingly three months
for the case stipulated in lit. (b).
(7) &s about successive provisions, the prescription of the right for action begins #hen a
provision becomes e"igible, and if the provisions form a #hole, from the date of the last
une"ecuted provision.
A"ticle '/.. Effect of t"a&$fe" ove" the p"e$c"iptio&
Transfer of debt does not affect the e"tinctive prescription running.
A"ticle '//. u$pe&$io& of the e7ti&ctive p"e$c"iptio& te"+ "u&&i&%
(1) the e"tinctive prescription term running is suspended in the follo#ing cases2
a) action filing is impossible because of force ma)or3
b) the obligation e"ecution is postponed (moratorium)3
c) creditor or debtor is enrolled in the army forces that are engaged in a #ar3
d) the normative act regulating the debatable legal relation is suspended3
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65
e) the activity of the )udicial bodies competent in solving the litigation bet#een parties is
suspended3
f) the creditor is incapable or has limited e"ercising capacity and doesn,t have a legal
representative, e"cept the cases #hen creditor has procedural e"ercise capacity.
() The e"tinctive prescription running is suspended only if the suspending grounds
appeared or continued in the last si" months of the e"tinctive prescription term,
and if this term represents si" months or less * inside the e"tinctive prescription
term.
() The e"tinctive prescription running continues from the date of stopping the circumstances,
serving as a ground for suspension of the e"tinctive prescription running and the term run
during the period of time #hen the e"tinctive prescription running is suspended is not
included in the e"tinctive prescription term. The remaining term is prolonged up to si"
months, and if the e"tinctive prescription term is shorter then si" months * up to the length
of the e"tinctive prescription term.
A"ticle '/5. u$pe&$io& of the e7ti&ctive p"e$c"iptio& "u&&i&% i& the ca$e of fa+il( "elatio&$
The e"tinctive prescription is suspended for2
(a) applications bet#een husband and #ife * for the #hole period of marriage3
(b) applications bet#een parents and children * until the children,s3
(c) applications bet#een tutors (guardians) and persons under their tutelage (guardianship) * for
the #hole period of tutelage (guardianship).
A"ticle '/6. u$pe&$io& of p"e$c"iptio& i& ca$e$ of +a&a%i&% $o+eo&e el$e@$ %ood$
&s long as management didn,t stop and the calculations #ere not presented and
approved, the prescription is not running and the e"isting one is suspended bet#een any persons,
#hich, according to the la#, a Court decision or a legal act, manage the someone else,s goods
and the o#ners of the managed goods.
A"ticle '58. Ce$$atio& of the e7ti&ctive p"e$c"iptio& "u&&i&%
(1) The e"tinctive prescription is interrupted2
a) in case of brining the action in the established order3
b) in case #hen the debtor performs actions, resulting in debt recognition.
() &fter cessation of the e"tinctive prescription running a ne# term begins to run. The
time run before the cessation of the e"tinctive prescription running is not included in the ne#
term of e"tinctive prescription.
A"ticle '5#. P"e$c"iptio& "u&&i&% i& ca$e of -ithd"a-i&% the applicatio&
!f the Court #ithdra#n the application, the e"tinctive prescription running, #hich began
before the institution of the proceedings, continues #ithout interruption.
A"ticle '5'. Putti&% bac; i& the e7ti&ctive p"e$c"iptio& te"+
(1) !n e"ceptional cases, if the Court finds that the e"tinctive prescription term is not observed
due to circumstances related to the person of the plaintiff, the violated right of the person is
defended.
() Butting bac. into the term can be disposed only if the party has e"ercised its right for action
before the term of thirty days calculated from the day #hen it has heard or should have
heard the cessation of the motives )ustifying the e"ceeding of prescription term.
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66
A"ticle '5). E7ti&ctive u&p"e$c"iptible clai+$
The follo#ing claims are e"tinctive unprescriptible2
a) on personal non%patrimonial right defense, unless the la# other#ise stipulates3
b) depositors, claims against the financial institutions on deposits repayment3
c) on reimburse of damage caused to the persons, life or health. !n this case the damage is
reimbursed for a preceding period of institution of the proceedings, but not e"ceeding three
years.
A"ticle '5*. Obli%atio&$ e7ecutio& afte" e7pi"atio& of the e7ti&ctive p"e$c"iptio& te"+
(1) &fter e"piration of the e"tinctive prescription term, the debtor may refuse the e"ecution of
the obligation.
() Eoluntary obligation e"ecution after the e"piration of the e"tinctive prescription term is not
an act #ithout a legal ground.
($) The person, #ho has e"ecuted the obligation after the e"piration of the e"tinctive
prescription term is not entitled to require the repayment, even in case that at the e"ecution
date he didn,t .no# the fact that the e"tinctive prescription term has e"pired. The same
stipulation is applied for a recognition according to the contract and for the ensured
guarantees of the debtor.
A"ticle '5,. Effect$ of p"e$c"iptio&$ i& ca$e of %ua"a&teed "i%ht$
(1) Brescription of a guaranteed right by pledge or mortgage does not prevent the acquired
person to require satisfaction from the mortgaged good.
() !n case that a right #as transferred for guarantee, the reimbursement cannot ta.e place
because the right is prescribed. !n case of property, the good may be returned, if the
guaranteed right #as prescribed.
($) Bar. (1) and () of the present &rticle is not applied for debts prescription to interest and
other periodic successive provisions.
A"ticle '5.. P"e$c"iptio& of additio&al p"ovi$io&$
Together #ith the main right the right to additional provisions is prescribed, even #hen the
special term of prescription for this right didn,t begin to run.

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67
BOOK II. REAL RIG!T
SECTION 1. PATRIMONY
A"ticle '5/. Notio& of Pat"i+o&(
(1) Batrimony shall be the totality of rights and liabilities as attached to individuals and legal
entities, #hich may be evaluated in monetary terms.
() &ssets of individuals or legal entities shall be a constituent part of such patrimony.
A"ticle '55. A$$et$
(1) &ssets shall be goods as susceptible of individual or collective disposal along #ith
patrimonial rights.
() There shall be assets as corporal ob)ects #ith civil rights and liabilities connected there#ith.
A"ticle '56. Civil Ci"culatio& of A$$et$
&ssets may circulate #ith no restraint #hatsoever e"cept for cases #hen circulation thereof shall
be limited or prohibited by la#.
A"ticle '68. A&i+al$
(1) There shall in respect of animals be applied provisions concerning assets e"cept as other#ise
provided by la#.
() There shall, #henever e"ercising any rights in respect of animals, be prohibited any acts of
cruelty to#ards animals as contravening principles of human behavior.
A"ticle '6#. Movable a&d I++ovable A$$et$
(1) There may be movable or immovable assets.
() !mmovable assets may include parcels, subsoil portions, separate aquatic ob)ects, plantations,
buildings, constructions and any other things as tightly fi"ed to the land as #ell as that #hich
may, naturally or artificially, be durably attached thereto, including such assets #hich
displacement may not be possible other than causing serious damage to purpose thereof.
($) &ll materials #henever temporarily separated from a parcel in order to be subsequently
utilized shall also be immovable assets as long as they shall have been preserved in the same
form, and so shall be any integral parts of an immovable asset #henever temporarily
detached from a parcel for relocation thereof. &ll materials as used for the replacement of
any former immovable assets shall also be considered immovable assets.
(') The category of immovable assets may, in addition, include other items as established by
la#.
(-) The assets as not referred to as immovables shall be movable assets including money and
bonds.
A"ticle '6'. P"ovi$io&$ a$ Applicable to Real Ri%ht$
&ll provisions as referring to movable and immovable assets shall respectively be applied to real
rights in such assets.
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68
A"ticle '6). Re%i$t"atio& of Ri%ht$ i& I++ovable A$$et$
(1) The right of o#nership and other real rights in immovable assets, encumbrances as regards
those rights, emergence of any modifications, and cessation of those rights shall be sub)ect to
state registration.
() (tate registration of rights in immovable assets shall be public. The body responsible for the
e"ecution of state registration shall provide any persons #ith information concerning rights
and encumbrances as registered in relation to any immovable assets.
($) The body as authorized for state registration shall, at the request of the person #hose right
has been registered, issue a document confirming the fact of registration, or seal the
document presented for registration.
A"ticle '6*. 1ivi$ible a&d I&divi$ible A$$et$
(1) &n asset shall be divisible #henever susceptible of being divided #ith no economic purpose
thereof to be ever changed.
() &n asset shall be considered indivisible #hich parts, once such an asset be divided, should
lose initial purpose thereof.
($) &ll divisible assets may, by nature thereof, be considered indivisible based on a legal act.
A"ticle '6,. Mai& a&d Acce$$o"( A$$et$
(1) &ll assets as intended for permanent economic use of another (main) asset and connected
there#ith by any common economic purpose, shall be accessory for as long as they shall
satisfy such condition. The rest shall be main assets.
() Common purpose may solely be established by the o#ner of both assets unless other#ise
stipulated by contract.
($) &ll accessory assets shall conform to the legal status of the main one unless other#ise agreed
upon by the parties concerned.
(') >o cessation of status of an accessory asset may ever contravene a third party #ho shall have
previously acquired any rights in the main asset.
(-) >o temporary separation of any accessory asset from the main one shall ever change the
status of the above asset.
(4) >o rights of a third party in respect of an asset may ever be infringed by #ay of transforming
the asset into an accessory one.
A"ticle '6.. 0u&%ible a&d No&9fu&%ible A$$et$
(1) <ungible assets shall be goods, #hich may be replaced by other ones #ithout changing the
validity of payment in the discharge of any liabilities. &ll other assets shall be considered
non%fungible.
() <ungible assets may be considered non%fungible ones and those non%fungible may be
fungible assets based on a legal act.
A"ticle '6/. I&dividuall( a&d Ge&e"icall( 1ete"+i&ed A$$et$
(1) &ll assets shall be deemed to have been individually determined #henever they may, by
nature thereof, be distinguished by signs and qualities as characterizing those assets.
() +enerically determined assets shall be assets possessing qualities as appropriate for such
assets, and may be individualized according to number, measure, and #eight. Those
generically determined shall be fungible assets.
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($) !ndividually determined assets may be considered generically determined ones, and those
generically determined to be individually determined assets as parties may agree upon.
A"ticle '65. Co&$u+able a&d No&9co&$u+able A$$et$
(1) Consumable assets shall be assets #hich common use shall imply alienation or consumption
of substance thereof. &ll other assets shall be non%consumable ones.
() &ll consumable assets may be considered non%consumable by a legal act.
A"ticle '66. A$$et$ of tate O-&e"$hip a&d Tho$e of P"ivate O-&e"$hip
(1) &ll assets as o#ned by the state or any administrative%territorial units shall be part of private
o#nership unless transferred into state o#nership by la# or in the manner as established by
la#.
() (tate property or that of any administrative%territorial units shall include assets as determined
by la# as #ell as those #hich may, by nature thereof, be of public use or interest. (tate
interests may include the use of assets in public service or any activity as satisfying the needs
of a community #ith no immediate participation by the community in the use of such assets
according to the purpose specified.
($) &ll types of resources including subsoil assets, those found in air space, #ater and forestry as
used in public interests, and natural resources of economic zones and those on land,
communication lines as #ell as any assets established by la# shall be e"clusive ob)ects of
state property.
(') &ll assets of state property shall be inalienable, unquestionable, and imprescriptible. >o right
of o#nership in those assets may ever be forfeited by reason of non%use, nor acquired by a
third party by #ay of usucapion.
A"ticle )88. Co+ple7 A$$et$
(1) (hould more assets establish a unit as intended for common use due to the nature of that
unity3 such assets shall be considered one single asset (comple" asset).
() The legal act as adopted in respect of such comple" asset shall be in force for all constituent
parts of the asset e"cept as other#ise provided by a respective act or by la#.
A"ticle )8#. 2&ive"$alit(
(1) ?niversality de facto shall be plurality of similar corporal assets, #hich shall be regarded as a
#hole.
() Legal universality shall be plurality of corporal and non%corporal assets of any .ind #hich,
once regarded in the aggregate, shall be considered as a #hole.
A"ticle )8'. The 0"uit
(1) The fruit of an asset shall be gains, increment, and products of such asset.
() The fruit of a right shall be gains and benefits as acquired #hile e"ercising that right.
($) &ll 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.
(') &ny empo#erment 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 empo#erment e"cept as
other#ise provided by la# or contract.
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(-) (hould a person be obliged to restitute the fruit, he may claim compensation of all
e"penditures relating to such fruit unless those e"penditures shall not e"ceed the value of the
fruit.
A"ticle )8). Acce$$o"( Ri%ht$ a&d Li+ited Ri%ht$
(1) &n accessory right shall be that as connected #ith another one and #hich may not e"ist
#ithout the latter.
() & limited right shall be that derived from another, more e"tended, right, and, thus, be
encumbered there#ith.
A"ticle )8*. P"otectio& of Re$ult$ of I&tellectual Activit(
(1) There shall, in cases and in the manner as established by legislation, be recognized the
e"clusive right (intellectual property) of individuals and legal entities concerning the results
of intellectual activity and identification attributes of legal entities, individualization of
products, #or. and services provided (name of the company, trademar., brand, etc.).
() The results of intellectual activity and attributes of identification as ob)ects of e"clusive
rights shall solely be used by any third parties as agreed by the persons entitled.
&rticle $8-. 0oney (Currency)
(1) The Leu shall be a legal means of payment being obligatory for reception thereof in
conformity #ith nominal values throughout the (tate.
() &ll cases, terms, and order of ma.ing payments by using foreign currency on the territory
of the /epublic of 0oldova shall be established by la#.
SECTION 2. Possession
A"ticle )8.. Ac>ui$itio& a&d E7e"ci$i&% of Po$$e$$io&
(1) Bossession shall be established by #ay of actual o#ning of an asset as intentionally
performed.
() >o person may ever be considered possessor #henever entering into possession of an asset
but doing so in favor of another person as authorized thereby. 1e shall be possessor #ho
shall have provided authorization.
($) (hould a person have ta.en possession instead of another person, he shall preserve that status
until the opposite be proven.
(') (hould there be more persons as possessing an asset in common, they shall be considered co%
possessors.
(-) (hould there be more persons as entitled to certain parts of an asset, those shall be possessors
of separate parts.
(4) &ll persons in case of incapacity as #ell as legal entities shall e"ercise possession through
legal representative thereof.
A"ticle )8/. Actual Po$$e$$io& a&d Co&$t"uctive Po$$e$$io&
(1) The possessor may be in actual possession of an asset by his o#n po#er (actual possession),
or #ith the participation of a third person (constructive possession).
() (hould a person possess an asset based on usufruct, as a lien creditor, leaseholder, lodger,
depositary or a party to any similar legal contract based on #hich he shall be entitled or be
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obliged to temporarily possess a certain asset, that other person shall also be a possessor
(constructive possessor).
A"ticle )85. P"e$u+ptio& of Po$$e$$io&
(1) The possessor shall be presumed to o#n a certain asset as o#ner of that asset unless proven
that he shall have ta.en possession of the asset in favor of another person. This presumption
shall not be valid should the right of o#nership be registered in the state register or should, in
case of a former possessor, his asset have been stolen, lost or e"cluded from possession in
some other #ay in defiance of the #ill of the possessor #ith the e"ception of money and
bonds of the bearer.
() !n cases of former possession, the former possessor of an asset shall be considered as o#ner
of that asset for the period of possession.
A"ticle )86. P"e$u+ptio& of 2&i&te""upted Po$$e$$io&
(hould a person have possessed an asset at the beginning and the end of a period, that person
shall be considered as one having possessed that asset for an entire period.
A"ticle )#8. Boi&t Po$$e$$io&
(hould there be more persons as )ointly possessing an asset, those persons shall be considered
co%o#ners of that asset.
A"ticle )##. Good9faith Po$$e$$io&
(1) & good%faith possessor shall be a person in legitimate possession or, after a diligent
e"amination of the reasons of entitlement, as necessary in civil relations shall be considered
as entitled to possession. +ood #ill shall be presumed.
() +ood%faith possession shall cease should the o#ner or any other person #ith a preferential
right have laid valid claims to the possessor.
A"ticle )#'. Clai+$ of the Good9faith Po$$e$$o" o& A$$et$ i& Ille%iti+ate Po$$e$$io&
!n case of dispossession, a good%faith possessor has the right to claim, for a period of three years,
restitution of an asset from a ne# possessor. This rule may not be applied in the case #hen the
ne# possessor has a preferential possession right. The claim of the possession may be applied to
the person #ho has a preferential possession right if that person has acquired the asset by using
violence or dolus.
A"ticle )#). Ri%ht of u&di$tu"bed po$$e$$io& b( a %ood9faith po$$e$$o"
The good%faith possessor may claim, as #ell as the o#ner, the cessation of a disturbance in case
he #as not deprived of the asset but is disturbed in the e"ercising of possession in any other #ay.
1e may also claim compensations for any damage to possession. Compensation may be claimed
in cases #hen the cessation of disturbance is not claimed or #hen it is impossible to e"ecute this
claim.
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A"ticle )#*. Le%iti+ate po$$e$$io&
(1) >o 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 other#ise stipulated.
() This rule also refers to any relations bet#een the immediate possessor and the constructive
one.
A"ticle )#,. Obli%atio&$ a&d "i%ht$ of %ood9faith po$$e$$o" fo" "etu"&i&% the a$$et
(1) The good%faith possessor #ho does not have the right of possession or has lost that right, is
obliged to return the asset to the person entitled. &s long as the person entitled does not
realize that right and the good%faith possessor may consider further .eeping of the possession
)ust, the fruit of the asset and rights shall belong to the possessor.
() The good%faith possessor may as. the holder for compensation of improvements,
interventions, charges, ta"es and e"penditures as born in the course of the good%faith
possession of the asset as #ell as e"penditures #hich may not be compensated by using the
asset or the fruit acquired ta.ing into account the fruit that could not be collected because of
the holder. This rule is applied in case of improvements #hich have, as a result, the gro#th
of the value of the asset if it persists at the moment of restitution of the asset.
($) The good%faith possessor may refuse to return the asset until his claims have been satisfied.
A"ticle )#.. Obli%atio&$ of bad9faith po$$e$$o"
(1) @ad%faith possessor shall restitute the asset to the holder of the right and also the rights and
fruit of the asset. The possessor is obliged to compensate the value of the fruit #hich #as not
acquired through his fault. These provisions do not e"clude any other claims against the bad%
faith possessor.
() @ad%faith possessor may as. for the compensation of e"penditures for the asset only if these,
at the moment of restitution of the asset, lead to the enrichment of the holder of the right.
A"ticle )#/. T"a&$fe" of po$$e$$io& a$ a "e$ult of $ucce$$io&
&s a result of succession, possession shall be transferred in the same form as it #as held by the
individual or legal entity succession is applied to.
A"ticle )#5. Ce$$atio& of po$$e$$io&
(1) Bossession ceases if the possessor definitively yields assets or loses actual control over assets
in any other #ay.
() >o temporary impossibility to ta.e the actual control of an asset shall ever lead to the
cessation of possession.
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SECTION 3. OWNERSHIP
C!APTER I. Ge&e"al p"ovi$io&$
A"ticle )#6. Co&te&t$ of the "i%ht of o-&e"$hip
(1) The o#ner shall have the right of possession, use and disposal of an asset.
() The right of o#nership shall be perpetual.
($) The right of o#nership may be limited by la# 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 la# if the non%use of the asset contradicts public
interests. !n this case, the o#ner may be obliged to personally use the asset or transfer it for
use to a third party for an appropriate re#ard.
(-) The o#ner shall maintain the asset o#ned e"cept as other#ise provided by la# or contract.
A"ticle )'8. Gua"a&tee of the "i%ht of o-&e"$hip
(1) Broperty is inviolable as established by la#.
() The right of o#nership is guaranteed. >obody may be forced to yield his property e"cept
#hen it is a matter of public use and only after receiving an appropriate compensation in
advance. A"propriation is performed as established by la#.
($) <or #or.s of general interest, the public authority has the right to use the land of any
immovable property #ith the obligation to compensate the o#ner for any damage as caused
to the land, plantations or constructions, and also for any other damage as imputable to the
authority.
(') Compensations provided for in paragraphs (1) and () are determined together #ith the
o#ner or, in case of divergences, by court decision. !n this case, the decision of #ithdra#al
of assets from the property of a person may not be e"ecuted until a definitive decision has
been adopted by court.
(-) >o legally acquired assets may ever be confiscated. The legal character of the procurement is
presumed.
(4) The assets intended or used for committing offences may be confiscated by la#.
A"ticle )'#. E7te&$io& of the "i%ht of o-&e"$hip
Averything produced by an asset and all that is included, united or incorporated in an asset as a
result of any deed of the o#ner, another person or a fortuitous case also belongs to the o#ner
unless other#ise provided by la#.
A"ticle )''. The "i$; of di$appea"a&ce o" fo"tuitou$ da+a%e
The o#ner shall provide for the ris. of disappearance or fortuitous damage unless other#ise
established by la# or contract.
A"ticle )'). The "i%ht$ a$ ac>ui"ed p"io" to the t"a&$fe" of o-&e"$hip
>o change of the o#ner shall ever affect the rights of any third parties in the asset as acquired by
good #ill prior to the transfer of the right of o#nership.
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C!APTER II. Ac>ui$itio& a&d ce$$atio& of the "i%ht of o-&e"$hip
#. Ac>ui$itio& of the "i%ht of o-&e"$hip
A"ticle )'*. Mode$ of ac>ui"i&% the "i%ht of o-&e"$hip
(1) The right of o#nership in a ne#ly created asset as realized by a person for himself shall be
acquired by that person unless other#ise provided by la# or contract.
() The right of o#nership may legally be acquired by occupation, legal acts, succession,
accession, usucapion and court decision #henever it corresponds to property.
($) The right of o#nership may be acquired as a result of an administrative act in cases as
provided by la#.
(') =ther #ays of acquiring the right of o#nership may be regulated by la#.
A"ticle )',. The +o+e&t of ac>ui"i&% the "i%ht of o-&e"$hip
(1) The right of o#nership is transferred to the acquirer at the moment of transferring a movable
asset unless other#ise provided by la# or contract.
() !n case of immovable assets, the right of o#nership is acquired on the date of registration in
the register of immovable property #ith e"ceptions as provided by la#.
A"ticle )'.. T"a&$fe" of a$$et$
(1) The transfer of assets shall include the remission of the asset to the acquirer as #ell as
deposition of that asset to the carrier or to the post office to be sent, in cases #hen the asset is
alienated #ithout the obligation of its transportation.
() /emission of the bill of lading or another act as entitling to the right of disposal of an asset is
equivalent to the transfer of the asset.
A"ticle )'/. Occupatio&
(1) The possessor of a movable asset #ithout the o#ner as such becomes the o#ner of the asset
by #ay of occupation on the date of entering into possession under conditions as provided by
la#.
() &ll movable assets #ithout an o#ner are those #hich o#ner has e"pressly #aived the right
of o#nership, abandoned assets as #ell as those assets #hich do not, by their nature, have an
o#ner.
A"ticle )'5. A$$et$ fou&d
(1) &ll movable assets lost continue to belong to their o#ner.
() The finder of an asset is obliged to return it to the o#ner 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 #here the asset #as found.
($) &ll assets as found indoors or in public transportation means shall be transferred to the
possessor of accommodations or transportation means, #ho ta.es over the rights and
obligations of finders e"cept for any rights of remuneration.
(') <inders are responsible for the loss of or damage to any assets found only in cases of
intentional damage or severe negligence and only #ithin the limits of the cost of those assets.
(-) The responsible body to #hich the asset as found #as transferred, shall ma.e an
announcement concerning the asset found at the office.
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(4) This body is obliged to preserve the asset for the period of 4 months by ma.ing necessary
provisions as referring to storage.
(5) (hould the storage, due to circumstances or nature of the asset, cause any diminution of the
value of that asset or ma.e it too e"pensive, the asset shall be sold as established by la#. !n
this case, all rights and liabilities as connected #ith that asset shall refer to the money
acquired after sales.
A"ticle )'6. Ac>ui$itio& of the "i%ht of o-&e"$hip i& the a$$et fou&d
(1) !f the asset found is not claimed by the o#ner or by another person entitled #ithin a period of
4 months, it is remitted to the finder on the basis of a report. The report represents for the
finder the legal act of o#nership #hich is also opposable to the former o#ner.
() !f the finder of the asset renounces his rights, the asset automatically passes into state
o#nership.
($) !n case if, in accordance #ith the provisions of this article, the finder has acquired the right of
o#nership in an animal, the former o#ner may claim the restitution of the animal if there are
circumstances to prove the e"istence of an affection of the animal to#ards him or cruel
behavior of the ne# o#ner to#ards the animal.
A"ticle ))8. Obli%atio& of the o-&e" of the a$$et fou&d to co+pe&$ate the e7pe&ditu"e$ a&d
pa( "e+u&e"atio&
(1) The o#ner or the former possessor of the asset found is obliged to cover the e"penditures as
related to the storage of the asset. !n case if the asset found #as sold, the e"penses for the
storage and commercialization of the asset are to be retained.
() The o#ner or the former possessor of the asset found is obliged to pay a re#ard to the finder
of the asset, #hich shall not e"ceed one%tenth of the price or the actual value of the asset.
($) !f the asset does not have any commercial value or payment of a re#ard for it could not be
established in an amiable #ay, the finder has the right for a re#ard to be established by court.
(') !n case #hen the o#ner has made a public offer for re#ard, the finder of the asset may
choose bet#een the re#ard and the sum as established by la# or in court.
A"ticle ))#. T"ea$u"e
(1) The treasure is a movable asset, hidden or buried, including un#illingly, and the o#ner of
#hich cannot be established or by la# has lost the right of o#nership.
() !f a treasure is found in a parcel or immovable property, it belongs by half to the o#ner of the
parcel or the immovable property and to the finder, unless other#ise agreed upon. The finder
shall not receive anything, although, if he has penetrated the parcel or immovable property
#ithout any consent of the o#ner or possessor. The consent of the o#ner or possessor is
presumed until the opposite has been proven.
($) .!n case of finding the treasure including an asset (assets) recognized as a historical and
cultural monument, it shall pass into state o#nership. The o#ner of the parcel or immovable
property #here the treasure #as found as #ell as the person #ho has found it have the right
to receive remuneration #hich constitutes fifty percent of the value of the treasure.
/emuneration shall be divided equally bet#een the o#ner of the parcel:immovable property
and the finder of the treasure unless other#ise agreed upon by the parties. /emuneration
shall be paid only to the possessor or o#ner of the parcel or immovable property if it is
proven that the finder has penetrated the parcel or immovable property #ithout any consent
of the o#ner.
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(') The provisions of the present article are not applied to persons #ho perform archaeological
#or.s and research or #ere doing any search as a result of #hich the treasure #as discovered
in the interest of a third party including the fulfillment of business obligations.
A"ticle ))'. Natu"al fi7ed acce$$io&
(1) & parcel #hich emerged on the ban.s of #ater resources belongs to the o#ner of the riparian
parcel only if it is formed gradually (by alluvion). The parcels as gradually covered by rived
beds of rivers, pass into the o#nership of the o#ner of the respective #atercourse.
() The o#ner of the parcel surrounded by a river, la.es, ponds, channels and other aquatic
ob)ects shall not become o#ner of parcels as emerged after the temporary decrease of #ater
level, nor shall the o#ner of those aquatic ob)ects acquire any right in parcels covered by
#ater during sporadic floods.
($) The o#ner of the parcel suddenly divided by a flo#ing #atercourse as a result having part of
his parcel anne"ed to the property of another person, does not lose the right of o#nership in
that part of the parcel if he claims it #ithin a year from the date of holding possession.
(') 9henever a #atercourse goes around the property of a riparian o#ner in both #ays and thus
forms an island, that person also becomes o#ner of the ne#ly%formed island.
A"ticle ))). A"tificial fi7ed acce$$io&
(1) &ll surface and underground #or.s and constructions on a parcel are presumed to be
performed by the o#ner of the parcel at his e"pense and as belonging to him until other#ise
proven. The #or.s include plantations as #ell as arrangements #hich are not durably
incorporated in the parcel.
() The o#ner of the parcel #ho has performed constructions and #or.s by using materials
brought from else#here is obliged to cover their cost. !n case #hen #or.s #ere performed by
bad #ill, the o#ner is obliged to pay for damage caused.
($) !f any constructions or #or.s are performed by a third party, the o#ner of a parcel has the
right to .eep them for his use or to oblige a third party to remove them at his o#n e"pense
and pay for any damage caused. !f the o#ner .eeps constructions or #or.s as performed by a
third party, he is obliged to pay for the cost of the materials and #or. performed by a third
party or pay an amount of money equal to the gro#th of the value of the parcel.
(') !n cases #hen constructions and #or.s of a third party are made in good #ill, the o#ner of a
parcel may not claim their removal and is obliged to pay for the value of materials and #or.
performed by a third party or pay an amount of money equal to the gro#th of the value of the
parcel.
(-) 9henever any construction is performed partially on the parcel of the constructor and
partially on a ad)acent parcel, the o#ner of that parcel may acquire o#nership in the entire
construction paying compensation to the constructor, but only if at least J of the construction
is located on his parcel. !n 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 #or. and the counter%value of the use of the afferent parcel.
(4) The bad%faith constructor may claim a compensation #hich shall not e"ceed one third of the
calculated sum if not proven that the person entitled also bears part of the guilt.
A"ticle ))*. Acce$$io& of i++ovable a$$et$
(1) !n case in #hich t#o immovable assets #ith different o#ners unite, each of the o#ners has
the right to claim separation of the assets if the other o#ner shall not be damaged by that.
() !f t#o assets #ith different o#ners are united and it is impossible to separate them #ithout
damage, additional #or. or e"cessive e"penses, the ne# asset belongs to the o#ner #ho has
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contributed the most to the establishment of the ne# asset, by #or. or value of the initial
asset3 the ne# o#ner is obliged to pay the other o#ner the price of the asset #hich #as
anne"ed to the main asset.
($) !n case in #hich an accessory asset is of greater value than the main one and #as anne"ed to
it #ithout consent of the o#ner, the latter may require separation and restitution of the
accessory asset even if certain damage may be caused to the main asset.
(') ?nless other#ise provided by contract, the right in the asset resulting from processing a
material belongs to the o#ner of the material, #ho is obliged to cover the value of labor. &ny
#riting, dra#ing, design, painting, printing, carving and all other transformations of the
surface are considered processing.
(-) The good%faith person #ho has transformed material by labor #hich does not belong to him,
acquires the right of o#nership 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 o#ner.
(4) The person #ho shall return the asset emerged is entitled to retain it until receiving the
payment #hich shall be covered by the ne# o#ner.
(5) !n case #hen an asset #as created based on the blend of several materials as belonging to
different o#ners and none of these may be considered the main material, any o#ner #ho did
not .no# about the blend, may claim separation of materials if it is possible (confusion).
(6) !f any mi"ed materials may not be separated, the asset formed belongs to o#ners of the
materials proportional to the amount, quality and value of each material.
(7) 9henever any material of a good%faith o#ner e"ceeds any other material by value and
amount, the o#ner may claim the asset as formed on the basis of materials blended by paying
to the other o#ner the price of the material, restituting the material of the same nature,
amount, #eight, size and quality or the counter%value of that material.
A"ticle )),. The "i%ht of a %ood9faith ac>ui"e" i& +ovable a$$et$
(1) The good%faith acquirer obtains the right of o#nership in a movable asset also in case #hen
the person #ho disposed of the asset #as not the o#ner. +ood #ill is e"cluded in the case in
#hich the acquirer .ne# or had to .no# that the person he had acquired the asset from #as
not o#ner of the asset. +ood #ill shall be maintained from the moment of entering into
possession.
() The good%faith acquirer does not obtain any right of o#nership in movable assets #henever
the asset #as stolen, lost or e"empted in some other #ay from the property of the o#ner
against his #ill, or the acquirer has received the asset free of charge. This rule does not
e"tend to cases of acquiring money, bonds of those entitled or any assets as alienated at a
public auction.
A"ticle )).. 2$ucapio& of i++ovable p"ope"t(
(1) !f a person has possessed an asset for fifteen years as o#ner but #ith no right of o#nership
acquired, he shall become the o#ner of the respective asset.
() !f any immovable asset and:or rights referring to it are sub)ect to state registration, the right
of o#nership is acquired on the basis of paragraph (1) of the present article from the moment
of respective registration.
A"ticle ))/. 2$ucapio& of Movable A$$et$
& person possessing in good #ill any asset of another person for a period of - years acting as the
o#ner, acquires the right of o#nership in such asset.
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A"ticle ))5. 2&ificatio& of po$$e$$io&$
<or invo.ing (claiming) usucapion, the actual possessor of the asset may unite his possession
#ith the one of his author.
A"ticle ))6. Po$$e$$io& &ece$$a"( fo" u$ucapio&
(1) =nly useful possession may have legal effects if not stipulated differently by la#. Bossession
is presumed useful until the opposite has been proven.
() >o discontinued, disturbed, clandestine, or precarious possession may ever be useful.
($) Bossession is discontinued if the possessor practices it #ith intermittence #hich is not normal
for the nature of the asset.
(') Bossession is disturbed as long as it is acquired and preserved by acts of physical or moral
violence #hich are not provo.ed by another person.
(-) Bossession is clandestine #hen it is e"ercised and not .no#n.
(4) Bossession is precarious #hen it is not e"ercised in the name of the o#ner.
(5) ;iscontinuity may be opposed to the possessor by any person concerned.
(6) =nly the person in #hose reference the possession is disturbed or clandestine may claim
those #rongdoings.
(7) The vicious possession becomes useful at the moment of removing the vice.
A"ticle )*8. I&te""uptio& of te"+$ &ece$$a"( fo" u$ucapio&
(1) The term as required for usucapion (acquisitive prescription) may not commence, and if it
did, it may not be continued in the period in #hich the term of e"tinctive prescription of the
claim is suspended.
() The term as required for usucapion is interrupted if a claim is laid to the person #ho
possesses the title of o#ner or in reference to the indirect possessor. !n this case, the
prescription course is interrupted only in reference to the person #ho has laid any claim.
($) !n case #hen the course of the e"tinctive prescription #as interrupted, the time of the action
is not ta.en into account. &fter interruption, it should be started from the beginning.
A"ticle )*#. G"ou&d$ fo" the ce$$atio& of the "i%ht of o-&e"$hip
(1) The right of o#nership ceases as prescribed by la# as a result of consumption, fortuitous
disappearance or destruction of the asset, alienation of the asset based on a legal act,
renouncement of the right of o#nership and in other cases as stipulated by legislation.
() >obody may ever be forced to yield his property #ith the e"ception of cases as prescribed by
la#2
a) pursuit of the property is made based on the obligations of the o#ner3
b) alienation of assets #hich a person may not hold in his o#nership by la#3
c) redemption of cattle in cases of violating the rules of treatment of cattle3
d) requisition3
e) confiscation3
f) privatization of state property3
g) e"propriation for use in public interest3
h) other cases as prescribed by la#.
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A"ticle )*'. Re&ou&ce+e&t of the "i%ht of o-&e"$hip
(1) The o#ner may renounce the right of o#nership at any moment by a corresponding
declaration or in the manner as certifying that he shall have renounced the asset #ith no
intention of preserving any right of o#nership in the above asset.
() The o#ner,s obligations in respect of the asset as renounced by the o#ner shall cease
#henever a third party shall have acquired the right of o#nership in that asset.
($) &ny renouncement of the right of o#nership in immovable assets is made by a declaration,
authenticated by a notary and registered in the register of immovable property.
A"ticle )*). Pu"$uit of o-&e"$hip i& co&&ectio& -ith the obli%atio&$ of the o-&e"
(1) &ny alienation of assets o#ned by applying the procedure of pursuit of the property in
relation to the obligations of the o#ner may be performed only based on a court decision
unless other#ise established by la# or contract.
() The o#ner loses the right of o#nership in assets in pursuit at the moment #hen the person
entitled to #hom the assets are transferred acquires the right of o#nership.
A"ticle )**. Alie&atio& of a$$et$ -hich a pe"$o& +a( &ot hold i& hi$ o-&e"$hip b( la-
(1) !f a person as established by la# has acquired the right of o#nership in an asset #hich he
may not o#n by la# based on the right of o#nership, the o#ner is obliged to alienate the
asset #ithin a year from the moment of acquiring the right of o#nership or in other terms as
established by la#.
() !f the o#ner does not alienate the asset #ithin the terms as stipulated by paragraph (1) of this
article, the court at the request of the authorities of local public administration may e"ecute
the alienation of the asset and transfer the price agreed upon to the former o#ner, retaining
e"penditures for alienation or the transfer of the asset into state o#nership and the
compensation of the o#ner, the amount of #hich is established by court.
($) The same rules are applied in cases #hen a person has legally acquired o#nership in the
asset that requires special authorization and #as refused to be provided #ith such
authorization.
A"ticle )*,. Rede+ptio& of cattle i& ca$e$ of violatio& of the "ule$ of t"eat+e&t of a&i+al$
!n case #hen the o#ner of cattle treats the cattle violating the rules as established by la# 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 bet#een the parties or in court.
A"ticle )*.. Re>ui$itio&

(1) !n cases of natural disaster, epidemic, epizootic or any other e"ceptional situations, the
o#ner may be dispossessed of an asset based on the decision of the public authority, in the
order and in vie# of the conditions provided by la#.
() The person from #ho the asset #as requisitioned, may request its restitution if at the end of
e"ceptional situation, it is still available as such.
($) The price of the asset or if the asset #as preserved and #as returned to its o#ner, the cost of
its use is established by the agreement of the parties or in court.
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A"ticle )*/. Co&fi$catio&
(1) Confiscation of the assets of an o#ner is only allo#ed on the basis of a court decision and in
cases and based on terms as established by la#.
() !n cases as provided by la#, the assets of the o#ner may be confiscated by an administrative
act. The administrative act as regards confiscation may be challenged in court.
A"ticle )*5. E7p"op"iatio& fo" u$e i& public i&te"e$t$
There may be no e"propriation of any person e"cept for the needs of public interest as
established by la# and #ith fair compensation in advance.
C!APTER III. Boi&t P"ope"t(
#. Ge&e"al p"ovi$io&$
A"ticle )*6. Co&ceptio& a&d %"ou&d$ fo" the e+e"%e&ce of ?oi&t p"ope"t(
(1) There may be )oint property in cases #hen t#o or more holders have the right of o#nership
in an asset.
() Coint property may emerge based on legislation or by legal act.
A"ticle ),8. 0o"+$ of ?oi&t p"ope"t(
(1) Coint property may be characterized by the delimitation of share holding of each of the
o#ners (share holding o#nership) or lac. of such delimitation (condominium o#nership).
() !f the asset is common, share holding o#nership is presumed until the opposite has been
proven.
($) Condominium o#ners may attribute the mode of share holding o#nership to )oint assets.
'. Boi&t $ha"e9holdi&% o-&e"$hip
A"ticle ),#. ha"e holdi&% i& ?oi&t $ha"e holdi&% o-&e"$hip
(1) Aach co%o#ner is the e"clusive o#ner of an ideal share hold of the asset. The share holds are
presumed equal until the opposite is proven. !f the asset #as acquired by legal act, the
opposite may only be proven by the presence of deeds.
() The co%o#ner #ho has improved the asset at his o#n e"pense #ith the agreement of other
co%o#ners and these improvements are not separable from the asset, has the right to request
appropriate modification of share holds or restitution of e"penses.
A"ticle ),'. The u$e of the co++o& a$$et
(1) Aach co%o#ner has the right to use the common asset to the e"tent to #hich this does not
change the purpose of the asset and does not violate the rights of other o#ners.
() The #ay of using the common asset is established by agreement of the co%o#ners or, in case
of failure, by court decision, #hich shall be based on an equitable appreciation of interests of
all co%o#ners.
($) The co%o#ner has the right to claim the transfer into his possession and use of part of a )oint
asset corresponding to his share hold, and, #hen failing to do so, to claim equitable
compensation from co%o#ners #ho possess and use that common asset.
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(') The co%o#ner #ho e"ercises the e"clusive possession and use of the common asset #ith no
consent of other co%o#ners may be obliged to pay compensations.
A"ticle ),). 0"uit$ p"oduced b( co++o& a$$et$
(1) The fruits produced by a common asset belong to all co%o#ners of the asset, proportional to
each share hold in part if not other#ise agreed upon by co%o#ners.
() The co%o#ner #ho has born alone the e"penses for producing or collecting the fruits of a
)oint asset, has the right to claim restitution of such e"penses from all other co%o#ners.
A"ticle ),*. Cha"%e$ a&d be&efit$
Co%o#ners shall share benefits and cover charges of co%o#nership proportional to their share
holding.
A"ticle ),,. Act$ of co&$e"vatio&
Aach co%o#ner may perform acts of conservation #ith no consent of other co%o#ners and has the
right to claim restitution of e"penses related to it proportional to the share hold of each.
A"ticle ),.. Act$ of di$po$al
(1) &cts of disposal in regard to assets in )oint share holding o#nership may only be signed #ith
the consent of all co%o#ners.
() &ll acts of disposal as signed #ithout unanimous consent are of relative nullity if there is
evidence that a third party is in ill #ill. !n this case, the prescription of the right to act is
enforced on the date #hen the co%o#ner #ho does not consent #ith others has found out or
#as to find out the presence of the cause of nullity.
($) The co%o#ner may alienate his share hold #ith the observance of the right of preemption of
other co%o#ners.
A"ticle ),/. The "i%ht of p"ee+ptio&
(1) 9hen share hold from )oint share holding o#nership is sold, other co%o#ners have the right
(that of preemption) to buy it at the same price and under the same conditions as other
candidates, e"cept #hen it is sold at a public auction.
() The vendor of the share hold from )oint share holding o#nership is obliged to inform other
co%o#ners of his intention indicating the price and terms requested. !f other co%o#ners fail to
e"ercise the right of preemption #ithin thirty days from the date of announcement made for
immovable assets and ten days for movable assets, the vendor may sell the share hold to any
other person. !f more than one co%o#ner of )oint share holding o#nership intend to buy share
hold on sale, the vendor has the right to choose among them.
($) !f share hold is sold #ithout respecting the right of preemption, each of co%o#ners has the
right to sue the vendor in court #ithin a period of three months, claiming restitution of rights
and obligations of the customer.
(') >o cessation of the right of preemption in the procurement of share hold from )oint share
holding o#nership shall be admitted.
A"ticle ),5. :ithd"a-al of $ha"e hold f"o+ ?oi&t p"ope"t(
(1) Creditors of the co%o#ner of )oint property may forcibly challenge his ideal share hold or
may claim, based on a court decision, the division of the asset #hich is the case #hen
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#ithdra#al is made on the division of the asset or the amount of money #hich belongs to the
debtor.
() !n case of forced sale of share hold, the )udicial e"ecutor shall notify other co%o#ners at least
18 days prior to the date as fi"ed for sales. &ll co%o#ners shall have the equal right of
preemption in the ad)udication of the share hold.
($) The creditors that have the right of guarantee for )oint assets or those #hich debt emerged in
connection #ith their conservation or administration have the right to forcibly claim the )oint
asset or any sums resulted from share holding.
(') &cts of division suspension may be opposed to creditors if they are authenticated or if
publicity conditions as provided by la# have been met.
(-) Bersonal creditors of the co%o#ner may also intervene at their o#n e"pense in the division as
claimed by co%o#ners or by another creditor. They may not challenge any division
completed e"cept #hen it #as not performed in their presence or #ithout ta.ing into account
their e"pressly opposition and also #hen the division #as simulated and they had no
possibility to e"press their opposition.
(4) Brovisions of point - of this article are also applicable to creditors #ho have the right of
guarantee for the )oint asset or those #hich indebtedness emerged in relation to the
conservation or administration of that asset.
A"ticle ),6. E7clu$io& of a& o-&e"
(1) Co%o#ners may demand that the court e"clude one of co%o#ners #ho by his action, by that
of those #ho ma.e use of his share hold or those to #hom he is responsible, severely violate
rights of other co%o#ners.
() !n this situation, the co%o#ner is obliged to alienate his share hold and, in case of refusal,
forcible sales of the share hold are made as decided by court.
A"ticle ).8. O-&e"$hip of co++o& pa"t$ i& +ultilevel buildi&%$ o" apa"t+e&t$
(1) !f in a building there are areas #ith households or for other purposes #ith different o#ners,
each of the o#ners has the right of )oint share holding o#nership as applicable to those parts
of the building #hich, being intended for the use of the areas, may only be used in common.
() /espective relations are regulated by legislation in force.
A"ticle ).#. Boi&t $ha"e holdi&% o-&e"$hip i& co++o& pa"titio&$
(1) &ny #all, ditch or lines bet#een t#o parcels as located #ithin a built%up area are presumed
to be common o#nership of neighbors unless the title or any sign of non%community, in
accordance #ith rules of urbanism, should not prove the opposite or if it has not become
e"clusive o#nership by usucapion.
() The share hold of rights in common partitions shall be considered an accessory asset. &ny
alienation or mortgage of share hold may only be e"ecuted along #ith the right in a parcel.
A"ticle ).'. Ce$$atio& of $ha"e ba$ed co9o-&e"$hip
(1) Cessation of co%o#nership by division may be demanded at any moment unless other#ise
established by la#, legal act or court decision.
() ;ivision may also be demanded if one of co%o#ners has used a common asset e"clusively,
e"cept for usucapion based on terms as provided by la#.
($) &ny division may be performed as agreed by parties or based on a court decision.
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A"ticle ).). I&ad+i$$ibilit( of divi$io&
(1) >o division is admissible in cases as referred to in &rticles -44 and -45 and in other cases
established by la#.
() ;ivision, nonetheless, may be made in case of common parts in multilevel buildings or
apartments #hen there is the consent of all co%o#ners or #hen assets are not intended for
common use #hatsoever.
A"ticle ).*. Po$tpo&e+e&t of divi$io&
(1) The contracts regarding any postponement of division may not be signed for a period
e"ceeding five years. !n case of immovable property, agreements shall be signed in authentic
form and filed in the register of immovable property.
() =nce claimed by one of co%o#ners and if grounded reasons are presented, the court may
decide to perform division prior to the e"piry of terms as stipulated in the contract.
($) The court may, in addition, e"amine postponement of division if that division may affect the
interests of other co%o#ners. The court may dispose of the division of co%o#nership if the
circumstances as ta.en into account on the date of the decision for postponement have
changed.
A"ticle ).,. 1ivi$io& i& the eve&t of li+itatio& of co9o-&e"$ o" lac; of capacit(
!f a co%o#ner is deprived of capacity of e"ercising his rights or has a limited capacity, division
may only be performed voluntarily #ith the consent of a trusteeship instance and, if necessary, of
a legal representative.
A"ticle )... The +ode of co++o& a$$et divi$io&
(1) The division of common asset is made on site, proportional to the share hold of each co%
o#ner.
() !f the asset is indivisible or may not be accurately divided, the division is made as follo#s2
a) @y attributing the entire asset in favor of one or a group of co%o#ners at their request in
e"change of additional payment to others3
b) by sales of the asset in the #ay established by co%o#ners or, in case of difficulty, at a
public auction and #ith the distribution of the price received in accordance #ith the share
hold of each.
($) 9hen one of the co%o#ners receives part of an asset e"ceeding the share hold by value, other
co%o#ners shall receive additional payment.
(') The division is performed in accordance #ith the procedures provided by la#.
(-) /eal parts of the common asset established by court may be distributed in an aleatory #ay
among co%o#ners if necessary.
A"ticle )./. Ce$$atio& of debt$ i& ca$e of divi$io&
(1) Aach of co%o#ners may demand cessation of debts created in relation to co%o#nership and
#hich are or shall be due #ithin the year in #hich division is to be performed.
() The sum necessary for the payment of the debt shall be e"tracted from the price of the asset
sold and shall be covered by each of the co%o#ners proportional to their share holds unless
other#ise stipulated.
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A"ticle ).5. The effect$ of ?oi&t p"ope"t( divi$io&
(1) Aach co%o#ner becomes the e"clusive o#ner of the asset or of the sums of money received
only on the date of division #ith the e"ception of immovable property the right of o#nership
of #hich commences on the date of registration of the asset in the register of immovable
property.
() The acts signed in accordance #ith the la# by one of co%o#ners in regard to the common
asset shall remain valid and are opposable to the person #ho has acquired the asset after the
division performed.
($) The guarantees constituted by a co%o#ner for his share hold transform into the right in his
asset or the money received as a result of division.
(') The division #hich #as performed prior to the term stipulated in the co%o#ners agreement is
not opposable to the creditor #ho holds mortgage over a share hold if he did not agree to the
division or if the debtor does not preserve the right of o#nership at least in a respective part
of the asset.
A"ticle ).6. The obli%atio& of %ua"a&tee of co9o-&e"$
(1) Co%o#ners 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.
() Aach of co%o#ners is obliged to compensate the co%o#ner as pre)udiced by the effect of
eviction or hidden defect. !f one of co%o#ners is insolvable, his debt shall be covered
proportionally by all other co%o#ners.
($) Co%o#ners do not o#e guarantee if the pre)udice results from the consequence of an act
committed by another co%o#ner or if co%o#ners have been e"empted from it by division.
A"ticle )/8. The &ullit( of divi$io&
(1) ;ivision may be dissolved by the same means as other legal acts.
() The division performed not in the presence of all co%o#ners is declared absolute nullity.
($) ;ivision is considered valid even if not all common assets have been e"posed to division.
The remaining assets may al#ays be additionally divided.
(') The relative nullity of division may not be invo.ed by a co%o#ner #ho, being a#are of the
cause of nullity, alienates part of assets o#ned or all of them.
). BOINT CON1OMINI2M O:NER!IP
A"ticle )/#. The &otio&
(1) !f the right of o#nership belongs to several persons at once, #ith none of them being the
holder of an ideal share hold from the common asset or assets, the o#nership is considered
)oint condominium o#nership.
() The provisions in regard to )oint share hold o#nership are applied respectively unless
other#ise provided by &rticles -55%-6'.
A"ticle )/'. The u$e of ?oi&t co&do+i&iu+ o-&e"$hip a$$et$
Aach condominium o#ner has the right to use an asset in accordance #ith its purpose and #ith
no limitation of rights of other co%o#ners unless other#ise provided by a legal act.
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A"ticle )/). Act$ of co&$e"vatio& a&d ad+i&i$t"atio& of co++o& a$$et$
!t is presumed that each of condominium o#ners has the consent of other o#ners for any acts of
conservation and administration of a )oint asset unless other#ise provided by la# or a legal act.
A"ticle )/*. Act$ of di$po$al
(1) Aach of condominium o#ners may dispose of the common movable asset unless other#ise
agreed upon by o#ners.
() The #ritten consent of all o#ners of an asset is obligatory for acts of disposal.
($) The legal act of disposal signed by one of condominium o#ners may be declared null if it is
proven that the other party .ne# or #as to .no# about the agreement as limiting the right of
disposal, that other condominium o#ners are against signing the act or their consent #as not
requested in the alienation of immovable property.
A"ticle )/,. The divi$io& of ?oi&t a$$et$
The division of the common asset bet#een condominium o#ners shall be performed
proportional to the participation of each in obtaining the common asset. ?nless and until
other#ise proven, it is presumed that participation of all o#ners is equal.
A"ticle )/.. Boi&t co&do+i&iu+ p"ope"t( of $pou$e$
(1) The assets acquired by spouses in marriage represent their )oint condominium property in
accordance #ith legislation or the prenuptial contract and no other o#nership mode of those
assets is established.
() Aach asset acquired by spouses in marriage is presumed to be )oint condominium property of
the spouses until other#ise proven.
A"ticle )//. Pe"$o&al p"ope"t( of each $pou$e
(1) The assets #hich belonged to spouses before marriage and also acquired in marriage based
on a donation contract, by inheritance or any other #ay free or charge, is the e"clusive
property of each of the spouses.
() The assets of individual use (clothing, foot#ear etc.), #ith the e"ception of )e#elry and other
lu"ury ob)ects, even if they #ere acquired in marriage based on )oint means of spouses, are
considered personal assets of the spouse #ho uses them.
($) The assets of each spouse may be declared their common condominium property if it is
proven that in marriage investments from )oint means of spouses have been made to increase
the value of those assets.
A"ticle )/5. 1ete"+i&atio& of $ha"e$ of $pou$e$ i& ?oi&t co&do+i&iu+ p"ope"t( i& ca$e of
divi$io&
(1) !n case of sharing assets #hich is the common condominium property of spouses, the parties
are considered equal.
() 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.
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C!APTER IV. The "i%ht of vici&it( C&ei%hbo"hoodD
A"ticle )/6. The obli%atio& of +utual "e$pect
The o#ners of neighboring parcels or other immovable assets shall display mutual respect in
addition to the rights and obligations as provided by la#. &n ad)acent parcel or immovable
property is the asset from #hich reciprocal influences may be produced.
A"ticle )58. The ad+i$$ible &ei%hbo"i&% i&flue&ce
(1) The o#ner of a parcel or other immovable asset may not forbid the influence on his property
of gas, steam, smell, ashes, smo.e, noise, heat, vibration or any other similar influence from
the ad)acent parcel if those do not prevent the o#ner from the use of his parcel or represent
any minor violation of his rights.
() The same rule may be applied in cases #hen the influence is considerable but is produced
through conventional use of the other parcel and may not be removed by economically
)ustified measures. !f the o#ner is obliged to bear such an influence, he may claim from the
o#ner of the ad)acent parcel, #ho causes the influence, a corresponding monetary
compensation, if the influence significantly e"ceeds the commonly recognized use in a
respective community and admissible economic limits.
A"ticle )5#. I&ad+i$$ible i&flue&ce$
(1) The o#ner may request to forbid the construction or e"ploitation of such facilities,
installations, the presence and use of #hich may certainly have an inadmissible influence on
his parcel.
() !f the facility or installation #as constructed #ith observance of the distance to the parcel
boundary as established by la#, the demolition or interdiction for e"ploitation may be
requested only in case #hen the inadmissible attempt #as already obviously produced.
A"ticle )5'. The "e>ue$t to "e+ove the da&%e" of de$t"uctio&
!f there is a danger of destruction of a construction from the ad)acent parcel to his parcel, the
o#ner of the parcel may demand that his neighbor should ta.e measures to prevent the
destruction.
A"ticle )5). The u$e of -ate"$
(1) The #ater currents and the phreatic net covering several parcels may not be deviated or
manipulated by the o#ner of a certain parcel in such a #ay that the amount and quality of
#ater be modified to the detriment of the o#ner of another parcel.
() The o#ner of a lo#er parcel may not prevent in any #ay the natural lea.age of #ater from
the upper parcel.
($) !f this flo# causes damage to the lo#er parcel, the o#ner of the parcel may demand in court
an authorization to perform all the necessary #or.s in order to change the course of #ater on
his parcel and cover all e"penses.
(') The o#ner of the upper parcel is obliged not to perform any #or., #hich #ould #orsen the
condition of the lo#er parcel.
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A"ticle )5*. pecial "ule$ fo" the u$e of -ate"
(1) The o#ner of the lo#er parcel may not prevent the lea.age as caused by the o#ner of the
upper parcel or by other persons as it occurs spring, #hen it occurs in the upper parcel due to
underground #or.s performed by the o#ner, due to #aters coming from the drain of the
s#ampy parcels, of #aters used for household, agricultural or industrial needs but only if this
lea.age precedes the flo# to a #ater course or to a ditch.
() !n this case, the o#ner of the upper parcel is obliged to choose the itinerary and the means of
lea.age #hich #ould bring minimal pre)udices to the lo#er parcel, and also is obliged to
cover a fair and prior compensation to the o#ner of the lo#er parcel.
($) The provisions of this article are not applied in cases #hen there is a construction #ith a
garden and an afferent yard on the lo#er parcel, or if there is a cemetery located there.
A"ticle )5,. :ate" collectio&
The o#ner #ho #ants to use natural or artificial #ater for the effective irrigation of his parcel,
has the right to perform the #or.s necessary for the collection of #ater in the opposite riparian
parcel e"clusively at his o#n e"pense.
A"ticle )5.. The $u"plu$ of -ate"
(1) The o#ner #ho has an e"cess of #ater to cover his current needs is obliged to offer the
surplus to an o#ner #ho #ould not be able to procure all the necessary amount for his parcel
in e"change of fair and prior compensation.
() The o#ner may not be e"empted from the obligation mentioned in paragraph (1) of the
present article, by pretending that the surplus of #ater may be used for other purposes other
than the current ones. >onetheless, he may demand additional compensations from the other
o#ner if he is able to prove the e"istence of other purposes.
A"ticle )5/. The co&$e"vatio& of ac>ui"ed "i%ht$ of the o-&e" of the lo-e" pa"cel
(1) The o#ner may use the spring located in his parcel in all #ays under condition of not
affecting the acquired rights of the o#ner of the lo#er parcel.
() The o#ner of the parcel #ith a spring shall not change the course of #ater if this implies that
the inhabitants of a community #ould lac. #ater necessary for current needs.
A"ticle )55. 1"op$ f"o+ the eave
The roof shall be constructed so that #ater, sno# or ice should fall e"clusively #ithin the
o#ner,s parcel.
A"ticle )56. The f"uit falle& f"o+ f"uit t"ee$
The fruit fallen from a fruit tree on the ad)acent parcel shall be considered fruits from that parcel.
A"ticle )68. The "oot$ a&d b"a&che$ f"o+ a& ad?ace&t pa"cel
The o#ner of the parcel may cut and .eep the roots of a tree #hich have penetrated his parcel
from the ad)acent one. The same rule may be applied in case of branches of trees and bushes
hanging from the ad)acent parcel.
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A"ticle )6#. The di$ta&ce a&d i&te"+edia"( -o";$ de+a&ded fo" co&$t"uctio&$3 -o";$3 a&d
pla&ti&%
(1) &ll constructions, #or.s or planting shall be made by the o#ner of the parcel only #ith the
observance of a minimal distance to the demarcation line, in compliance #ith the la#, the
urbanism rules or, in the absence thereof, in accordance #ith the custom of the community,
so that no pre)udice to the rights of the o#ner of the ad)acent parcel can be caused.
() The trees shall be planted at a distance stipulated by la#, the rules of urbanism or the local
custom, but not less than meters from the demarcation line, #ith the e"ception of trees
shorter than meters, of plantations and green fences.
($) !n case of violation of the established distance, the o#ner of the ad)acent parcel shall be
entitled to demand the removal or change of the corresponding height of the trees, plants, or
fences at the e"pense of the o#ner of the parcel #here those are planted.
A"ticle )6'. Pa$$i&% the bou&da"( of the ad?ace&t pa"cel i& ca$e of co&$t"uctio&
(1) !f the o#ner of a parcel has passed the boundary of the ad)acent parcel #hile performing a
construction, #ith no premeditation or severe negligence to be charged against him and the
o#ner of the ad)acent parcel failed to raise ob)ection to trespassing in the construction
process, such o#ner shall tolerate the fact of having the boundary of his parcel trespassed.
() The o#ner of the parcel penetrated shall receive an annual monetary compensation for
inconveniences paid in advance.
($) The o#ner of the parcel penetrated may al#ays come #ith the proposal to transfer the
property over the portion of the parcel occupied by the construction on the ad)acent parcel by
selling it to his debtor.
A"ticle )6). The acce$$ to $o+eo&e el$e@$ pa"cel
(1) Aach o#ner is obliged to allo# the access of his neighbor on his parcel after receiving a
#ritten or oral notice, if the access is necessary for the maintenance of a construction or
performance of #or.s or planting on the ad)acent parcel.
() The o#ner #ho 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.
($) !n cases #hen, due to a natural cause or force%ma)eure, an asset has been penetrated or
transported to a parcel, the o#ner of the parcel shall allo# 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 o#ner. The asset
continues to belong to his o#ner, e"cept #hen the o#ner renounces it. The o#ner of the
parcel may demand the removal of the alien asset and return of the parcel to its initial
condition.
(') The o#ner of a parcel #ho performs constructions, planting or #or.s on his parcel, does not
have the right to endanger the ad)acent parcel, the durability of its constructions, #or.s and
planting.
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A"ticle )6*. Ea$e+e&t "i%ht$
(1) !f the parcel does not have any communications by all means of access of common use, #ater
pipes, electric #ires, gas, telecommunications, the o#ner has the right to as. the neighbors
for permission to use their parcels for setting up these communications.
() The passage through ad)acent parcels shall be made #ith minimal damage to the right of
o#nership in the parcel. The neighbor shall receive fair prior compensation for the use of his
parcel, #hich may be made, if it is agreed by the parties, by lump sum payment.
($) The compensation described in paragraph () of the present article is doubled if lac. of
access is due to an action by the o#ner #ho demands passing.
A"ticle )5,. I&$tallatio& of a de+a"catio& li&e
(1) The o#ner of a parcel may as. his neighbor to participate in the installation of a ne#
demarcation line and signs or restoration of the old deteriorated boundary.
() The e"penses for installing the demarcation line are equally shared bet#een the neighbors if
there is no different agreement bet#een them.
A"ticle )6.. Liti%atio&$ i& "e%a"d to the de+a"catio& li&e
(1) !f 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. !f 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.
() !f the determination of the boundary in accordance #ith these provisions leads to a result
#hich 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. Ote! !e"# !i$ts
C!APTER I. The 2$uf"uct
A"ticle )6/. The &otio& of u$uf"uct
(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 o#ner may, but #ith the responsibility to preserve its substance.
() The usufructuary has the right to possess the asset but not to alienate it.
($) The usufruct may be limited by e"cluding some utilizations.
(') The usufruct may be constituted only in favor of one or more persons, collectively or
successively, #ho #ere present at the moment of opening the usufruct.
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A"ticle )65. The e$tabli$h+e&t of u$uf"uct
(1) The usufruct may be established by la# or legal act, and the provisions of the register for
immovable property are applied only to immovable assets. !n cases provided by la#, the
usufruct may be established by the decision of the court.
() The establishment of the usufruct is conducted by the same rules that operate in case of
alienation of assets #hich are ob)ects of the usufruct.
($) The ob)ect of the usufruct may be constituted by any non%consumable assets in the
circulation, #hether movable or immovable, material or non%tangible, including patrimony
and part of patrimony.
(') The usufruct is e"tended to all component parts of the asset in usufruct including accessory
assets.
A"ticle )66. The te"+ of u$uf"uct
(1) The usufruct may be constituted at ma"imum 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.
() The usufruct constituted in favor of a legal entity may not e"ceed the term of thirty years.
($) ?sufruct ceases at the moment of death of a person and liquidation of the legal entity in
#hich favor it #as established.
(') &ny legal act #hich establishes usufruct as perpetual and transmissible in case of death or
liquidation, is sub)ect to absolute nullity.
A"ticle *88. I&alie&abilit( of u$uf"uct
(1) The usufruct may not pass from the usufructuary to another person by legal act or
succession.
() The usufructuary may lease the ob)ect of usufruct, partially or as a #hole, unless other#ise
stipulated at the moment of establishment.
($) !f at the moment of establishment of usufruct the asset #as not transferred to rent or lease,
the usufructuary does not have the right to transfer it to rent #ithout permission of the na.ed
o#ner or #ithout court authorization, if this right #as not e"pressly transferred to the
usufructuary at the moment of the establishment of usufruct.
(') &t the cessation of the usufruct, the na.ed o#ner has the right to maintain the contracts of
rent and leasing signed in the mode established. 1e may, ho#ever, refuse to maintain them
if2
a) the term of the rent or leasing contract e"ceeds the usual term in accordance #ith local
customs #ithout his e"pressly consent3
b) the commercial area #as leased for a period e"ceeding five years3
c) the agricultural enterprise leased for a period e"ceeding t#elve years3
d) an agricultural parcel #as leased for more than si" years3
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e) the rent or leasing contract include unusual clauses #hich are e"cessive to the na.ed
o#ner.
(-) The na.ed o#ner may lose the right to refuse to maintain the rent and leasing contracts #hen
the renter or tenant have established a reasonable term in #hich the na.ed o#ner should have
declared the maintenance of refusal to maintain contracts and he failed to do so #ithin the
terms prescribed.
A"ticle *8#. 1ete"+i&atio& of the co&ditio& of the a$$et
(1) The usufructuary ta.es over the assets in their current condition.
() &t the establishment of the usufruct over a universality of assets, the usufructuary and the
o#ner are obliged to support each other in the process of providing the inventory of assets.
($) The inventory shall contain the date of entries, be signed by both parties and the signature
shall be authenticated at the request of one party.
(') Aach party has the right to demand that the inventory be made by competent bodies.
(-) The party #hich demands the above as specified in paragraphs ($) and (') shall cover all the
e"penditures related to it.
A"ticle *8'. The p"ice3 cha"%e$ a&d e7pe&ditu"e$ of u$uf"uct
(1) The usufruct is free of charge if the opposite #as not e"pressly stipulated.
() The e"penditures and charges of property are applicable to the na.ed o#ner if not stipulated
differently by la# or in the contract.
($) The usufructuary shall cover compulsory payments (fiscal ta"es, ta"es) to the state for the
ob)ect in respect of #hich usufruct #as established.
A"ticle *8). The "i%ht of the u$uf"uctua"( i& the f"uit a&d "eve&ue$
(1) The usufructuary ta.es advantage of all the fruit and revenues produced by the ob)ect of the
usufruct if the opposite is not stipulated, The fruit of the ob)ect under usufruct become
property of the usufructuary on the date of their collection.
() The fruit #hich #as not received at the moment of opening of the usufruct is considered
property of the usufructuary3 the fruit #hich #as not collected after the cessation of the
usufruct period, is the property of the o#ner 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.
A"ticle *8*. The "i%ht to di$po$e of co&$u+able a$$et$
!f 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 e"pression of their value, at the cessation of the usufruct.
A"ticle *8,. Pa(+e&t of debt$ due
(1) !f the usufruct includes a debt #hich is due during the usufruct, payment is made to the
usufructuary #ho shall issue an invoice.
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() &t the cessation of the usufruct, payment is transferred to the na.ed o#ner.
A"ticle *8.. The "i%ht to vote
(1) The right to vote as ensured by a bond or stoc., part of co%property or another asset, belongs
to the usufructuary.
() The right to vote, ho#ever, belongs to the na.ed o#ner if it has as effect the modification of
the substance of the main asset, as social capital or the asset held in co%o#nership, changing
the purpose of that asset in the event of liquidation of a legal entity.
A"ticle *8/. The "i%ht of c"edito"$
(1) The creditors of the usufructuary may pursue his rights #ith reserves to the rights of the
na.ed o#ner.
() The creditors of the na.ed o#ner may pursue his rights #ith reserves to the rights of the
usufructuary.
A"ticle *85. The "i%ht to u$e t"ee$
(1) The usufructuary does not have the right to cut the trees, #hich are planted in the parcel
under usufruct #ith the e"ception of repairs, maintenance and e"ploitation of the parcel. 1e
may, ho#ever, dispose of the trees, #hich naturally #ithered.
() The usufructuary is obliged to replace the trees that have been destroyed according to local
customs or habits of the o#ner.
A"ticle *86. The "i%ht of the u$uf"uctua"( i& the fo"e$t$ i&te&ded fo" felli&%
(1) !f the usufruct includes forests .ept by the o#ner for periodical felling, the usufructuary is
obliged to .eep the order and amount of felling as prescribed by la#, as specified by the
o#ner or local customs, #ithout having any claim or pretension to any portions of the forest,
#hich #ere not felled for the duration of the usufruct.
() The trees #hich are removable #ithout damaging the nursery are not part of the usufruct
unless the usufructuary has the obligation to comply #ith legal provisions or local customs
for replacing those trees.
($) The usufructuary may, according to legal provisions or local customs, e"ploit portions of
forest #ith high trees that are intended for regular felling, #hether periodically in established
areas or for a certain number of trees from the entire parcel. !n all other cases the
usufructuary may not fell high trees3 he may, ho#ever, be able to use the trees #hich have
accidentally fallen or are to fall3 in this regard, he has the obligation to state the need of
felling those trees in the presence of the na.ed o#ner.
A"ticle *#8. The "i%ht to u$e >ua""ie$
(1) !n accordance #ith the la#, the usufructuary may use the quarries, #hich #ere in process of
e"ploitation at the establishment of the usufruct as the na.ed o#ner did.
() The usufructuary does not have any rights in unopened quarries.
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A"ticle *##. The -ea" of the ob?ect of u$uf"uct
(1) !f the usufruct includes assets #hich, #ithout being consumable, may be #orn as a result of
their use, the usufructuary shall use them as a good%faith o#ner and in accordance #ith their
purpose.
() !n 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.
&rticle '1. The obligation to inform
(1) !f the asset is damaged, destroyed, needs repair or improvement or measures shall be ta.en to
prevent dangers, the usufructuary is obliged to inform the na.ed o#ner of that fact.
() The usufructuary is obliged to denounce any attempt of usurpation of the parcel or
questioning as to the right of o#nership to the na.ed o#ner, #ith the sanction of compulsory
payment of damage and interest.
A"ticle *#). The obli%atio& to ob$e"ve the pu"po$e of a$$et
The usufructuary is obliged in e"ercising his right to observe the purpose as specified by the
na.ed o#ner of the asset under usufruct.
&rticle '1'. The obligation to perform repairs
(1) The usufructuary is obliged to perform repairs for maintaining the asset.
() 9henever the usufructuary has une"pected e"penses related to the maintenance of the asset,
the obligation of the o#ner to restitute them is determined based on the established rules of
business management.
($) The overall repairs shall be the obligation of the na.ed o#ner but he may not be obliged to
do so.
(') Large%scale repairs shall be the obligation of the usufructuary in case #hen maintenance
repairs have not been performed.
(-) The usufructuary is obliged to inform the na.ed o#ner of the need of large%scale repairs.
(4) !n cases #hen the na.ed o#ner does not perform overall repairs, the usufructuary may do it
at his o#n e"pense and the na.ed o#ner is obliged to restitute e"penses at the cessation of
the usufruct.
&rticle '1-. The e"clusion of the obligation of reconstruction
The usufructuary and the na.ed o#ner are not obliged to reconstruct #hat #as destroyed because
of age or by any fortuitous case.
&rticle '14. Bayment of insurance premiums
!f the asset is insured, the usufructuary shall pay insurance premiums for the duration of the
usufruct.
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A"ticle *#/. Modificatio& a&d ce$$atio& of the ta7 "i%ht
The ta" right under usufruct may be modified or cease by legal act only by the consent of the
usufructuary.
A"ticle *#5. The "i%ht of di$po$al a&d p"actice of actio&$ fo" defe&$e
The na.ed o#ner has the right to alienate the asset, ta" it #ith charges (pledge, mortgage) and
practice all the actions in protecting the right of o#nership.
A"ticle *#6. Obli%atio& of the &a;ed o-&e" to %ua"a&tee the "i%ht$ of the u$uf"uctua"(
The na.ed o#ner is obliged to abstain from any legal acts or material facts #hich may terminate
or prevent the usufructuary from e"ercising his right freely and fully, to guarantee the
usufructuary from eviction, compensate him if, due to an action, the value of the usufruct #as
diminished.
A"ticle *'8. Pa(+e&t of debt attached to pat"i+o&( e&cu+be"ed -ith u$uf"uct
(1) !f the universal usufructuary pays any debts attached to patrimony or part of patrimony under
usufruct, the na.ed o#ner is obliged to restitute the advanced sums at the cessation of the
usufruct #ithout any interest.
() !n case the usufructuary does not pay the debts provided for in paragraph (1) of the present
article, the na.ed o#ner may pay by himself or by selling part of assets under usufruct. !n
both cases, the usufructuary shall have to pay a rate of interest for the entire duration of the
usufruct.
($) !f payment of debts is not made in the manner indicated in paragraphs (1) and () of the
present article, the creditors may claim assets under usufruct.
A"ticle *'#. The di$cove"( of a t"ea$u"e
The right of the usufructuary does not e"tend to the right of o#nership in regard to any treasure
found in the asset.
A"ticle *''. Ce$$atio& of the u$uf"uct
(1) The usufruct ceases at the e"piration of the term for #hich it #as established in the event of
the combination of the quality of usufructuary and o#ner in one person, renouncement by the
usufructuary of his right, death or liquidation of the usufructuary.
() The usufruct also ceases in the event of any court passed resolutions or nullity by a legal act
through #hich the person #ho established the usufruct has acquired the title of o#nership.
A"ticle *'). Ce$$atio& of the u$uf"uct o& the de+a&d of the &a;ed o-&e"
The usufruct may cease on the demand of the na.ed o#ner #hen the usufructuary abuses the
asset, damages it or abandons it for degradation.
A"ticle *'*. Ce$$atio& of the u$uf"uct i& ca$e of de$t"uctio& of the a$$et
(1) ?sufruct ceases in case #hen the asset is completely destroyed due to a fortuitous case. !f the
asset is partially destroyed, the usufruct continues for the remaining part.
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() !n all cases, the usufruct shall continue to be entitled to insurance allo#ance if it is not used
for the reparation of the asset.
A"ticle *',. The effect of the ce$$atio& of u$uf"uct
(1) =n the e"piration of usufruct, the usufructuary is obliged to restitute all assets #hich he holds
as entitled to usufruct in an appropriate condition to the o#ner.
() !n case of perishing or damage to the asset through the fault of the usufructuary, he is obliged
to compensate the o#ner.
($) !n cases of immovable property, the cessation of the usufruct shall be registered in the
register of immovable property.
C!APTER II. The "i%ht of di$po$al a&d the "i%ht of habitatio&
A"ticle *'.. The "i%ht of di$po$al a&d the "i%ht of habitatio&
(1) ;isposal is the real right in the asset #hich belongs to another person, based on #hich the
user may dispose of the asset and collect the fruit necessary for his needs and for the needs of
his family.
() The holder of habitation right has the right to live in the household #hich belongs to another
person, together #ith his spouse and children, even if he #as not married on the date #hen
that habitation #as established.
($) ;isposal and habitation are established on the basis of a legal act or by la#, or any provisions
as regards the register of immovable property in case of immovable assets.
(') The act by #hich disposal is established may limit or e"tend the right of disposal. The user
may not claim more fruit than those #hich are intended for his personal needs or for the
needs of his family unless other#ise provided by la#.
A"ticle *'/. The e7e"ci$i&% of the "i%ht of di$po$al o" of the "i%ht of habitatio&
(1) The right of disposal or habitation may not be yielded, and the assets #hich constitute the
ob)ect of that right may not be rented or leased.
() The user and the holder of the habitation right shall cover all e"penses for maintenance of the
asset proportional to the part of his disposal.
A"ticle *'5. The "i%ht of di$po$al of co++o& facilitie$
The user or holder of the habitation right #hose right e"tends only to part of the asset has the
right to dispose of the facilities intended for common use.
A"ticle *'6. Applicatio& of p"ovi$io&$ "elati&% to u$uf"uct
The provisions as regards usufruct are applied in accordance #ith disposal and habitation.
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C!APTER III. e"vitude
A"ticle *)8. The &otio& of $e"vitude
(1) (ervitude is the charge imposed on an immovable asset (subservient parcel) for the use or
utilization of the immovable asset by another o#ner (dominant parcel). ?tilization may
involve the gro#th of the comfort of the dominant parcel or may result from the economic
use of this parcel.
() &n obligation may be connected to the servitude and may be imposed on the o#ner of the
subservient parcel. This obligation is accessory to servitude and may be stipulated only in
favor of or for the e"ploitation of the immovable asset.
A"ticle *)#. Te"+$ of $e"vitude
(1) 9hen establishing servitude, the empo#ered person shall observe the interests of the o#ner
of the encumbered parcel.
() The parties may establish that the o#ner of the dominant parcel shall periodically pay a
re#ard (compensation) to the o#ner of the subservient parcel.
($) The change of the o#ner of dominant or subservient parcels and also the division of those
parcels does not affect the right of servitude.
(') (ervitude may be established for ensuring future utilization of the dominant parcel.
(-) (ervitude 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.
(4) & parcel under usufruct or superficies may be encumbered under servitude only #ith the
consent of the superficiary or the usufructuary.
A"ticle *)'. The e$tabli$h+e&t of $e"vitude
(1) (ervitude may be established for the purpose of the o#ner, by legal acts or by usucapion.
() (ervitude established by legal acts is opposable after the registration in the register of
immovable property.
($) The legal act #hich establishes servitude shall be signed in an authentic form.
A"ticle *)). The e$tabli$h+e&t of $e"vitude fo" the pu"po$e of the o-&e"
The servitude for the purpose of the o#ner is established by the entry of the o#ner of the parcel
#ho, 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.
A"ticle *)*. Obtai&i&% $e"vitude b( u$ucapio&
(1) The continuous, apparent, non%apparent and positive servitude may be established by
usucapion as provided by la#.
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() !t is presumed that the material acts referring to non%continuous servitude are performed by
an ordinary consent of the o#ner of the subservient parcel. The o#ner of the dominant parcel
shall be able to prescribe by proving the opposite.
($) >on%apparent and negative servitude may not be acquired by usucapion.
A"ticle *),. E7e"ci$i&% of $e"vitude
(1) The charge of the servitude to the subservient parcel represents the obligation of the o#ner to
permit the performance of certain actions in, over or under his parcel. The servitude may
consist of the obligation of the o#ner of the subservient parcel to abstain from certain actions
in favor of the o#ner of the dominant parcel.
() The servitude e"tends to everything necessary for its e"ercising.
($) !f servitude #as e"ercised voluntarily and #ithout ob)ections for a period of at least three
years, any litigations bet#een o#ners may be solved based on this practice.
(') The o#ner of the subservient parcel is obliged to abstain from any act, #hich limits or
endangers the e"ercising of the servitude. Thus, for e"ample, he shall not be able to change
the state of things or to transfer the e"ercising of servitude to another location.
(-) The o#ner of the subservient parcel may demand the e"ercising of servitude for any other
part of the parcel than the one indicated in paragraph ($) of this article but only in case #hen
this does not affect the o#ner of the dominant parcel. !n this case, all e"penses for changing
the location of the servitude are covered by the o#ner of the subservient parcel.
(4) The right of servitude of the o#ner of the dominant parcel shall be e"ercised in such a #ay
that it should create the least difficulties for the o#ner of the subservient parcel.
A"ticle *).. Aba&do&+e&t of the $ub$e"vie&t pa"cel
!n cases #hen, in accordance #ith the conditions of the contract, the e"penses for #or.s
necessary for the e"ercising and preservation of servitude shall be covered by the o#ner of the
subservient parcel, he has the right to e"onerate from this obligation by abandoning part of the
parcel necessary for servitude in favor of the o#ner of the dominant parcel.
A"ticle *)/. Ri%ht$ of the o-&e" of the aba&do&ed pa"cel
(1) The o#ner of the dominant parcel has the right to use servitude to perform any #or.s in the
subservient parcel necessary for the e"ercising of servitude, to preserve the right of servitude
unless other#ise provided by the contract bet#een the parties concerned.
() The o#ner of the dominant parcel may ta.e all measures and perform at his o#n e"pense all
#or.s necessary for the e"ercising or preservation of the right of servitude unless other#ise
provided. The e"penses related to the implementation of these #or.s are shared bet#een the
t#o o#ners proportionally to any gains obtained and to the e"tent to #hich the #or.s
performed are necessary and profitable for the o#ner of the subservient parcel.
($) The o#ner of the dominant parcel may remove all constructions and plantations as placed by
him in the subservient parcel if the restoration of the parcel to the normal condition of
e"ploitation is needed, and he shall perform it on the demand of the o#ner of the subservient
parcel.
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A"ticle *)5. Obli%atio&$ of the o-&e" of the do+i&a&t pa"cel
(1) The o#ner of the dominant parcel is obliged to maintain the constructions and plantations
located in the subservient parcel to the e"tent to #hich it protects the interests of this parcel.
() !f the right of servitude is established in favor of t#o or more o#ners 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 ($) of the
present article is the responsibility of each of the o#ners of dominant parcels in equal parts
if the la# or the act of establishment of the servitude should not other#ise provide.
($) The o#ner of the dominant parcel is obliged to recover damage as inflicted to the o#ner of
the subservient parcel.
A"ticle *)6. The "i%ht$ ove" co&$t"uctio&$ a&d pla&tatio&$
The o#ner of the subservient parcel does not have any rights in constructions and plantations
placed in his parcel by the o#ner of the dominant parcel.
A"ticle **8. Co+petitio& of $eve"al "i%ht$
!f the servitude of a parcel competes #ith another servitude or #ith a real right of use of a
immovable asset, and these rights may not simultaneously be e"ercised in part or in full volume
and they have the same degree of priority, each )ustified person may demand the establishment
of an order of e"ercising #hich #ould consider in an equitable #ay the interests of all parties.
A"ticle **#. The %"ou&d$ fo" ce$$atio& of $e"vitude
(ervitude ceases by #ithdra#ing it from the register of immovable assets for one of the
follo#ing reasons2
a) consolidation, #hen both parcels belong to the same o#ner3
b) renouncement by the o#ner of the dominant parcel3
c) e"piration of the terms of contract3
d) redemption3
e) impossibility of e"ercising3
f) non%use for a period of 18 years3
g) disappearance of any utility of the servitude3
h) e"propriation of the subservient parcel, if servitude contradicts the use of public interest, to
#hich the e"propriated asset shall be transferred.
A"ticle **'. The calculatio& of the te"+ of &o&9u$e
(1) The term of 18 years shall start from the date of the latest term of e"ercise of the non%
continuous servitude or from the date of act, #hich is in opposition to the continuous
servitude.
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() The practice of the servitude by a co%o#ner or usufructuary leads to the interruption of the
servitude for other co%o#ners or of the na.ed o#ner.
&rticle ''$. The redemption of the transit servitude
(1) The transit servitude may be redeemed by the o#ner of the subservient parcel if there is
obvious disproportion bet#een the utility acquired by the o#ner of the dominant parcel and
inconveniences or depreciation of the subservient parcel.
() !n case of disagreement bet#een parties, the court may support the consent of the o#ner of
the dominant parcel. The court shall ta.e into account the duration of the servitude and the
change of value of the t#o parcels for the establishment of the redemption price.
C!APTER IV. upe"ficie$
A"ticle ***. The &otio& of $upe"ficie$
(1) The superficies is the real fi"ed right to use the parcel of another person for performance and
e"ploitation of a construction or facility on and:or under this parcel or the e"ploitation of an
e"istent construction or facility. This right is alienable, and it may be the ob)ect for
succession and for a location contract.
() ?nless other#ise provided, the right of superficies may only be e"tended to the surface of a
construction or of a construction to be performed and also over the non%construction surface,
#hich is, by the nature and purpose of the construction, necessary for ensuring the normal
e"ploitation of it.
($) The e"tension of the right of the superficiary of use of the encumbered parcel is established
by contract or by la#. !f not stipulated differently, the parcel is encumbered #ith the
servitude necessary for the practice of the right of superficies. The servitude ceases at the
moment of cessation of the right of superficies.
(') The right of superficies is sub)ect to the provisions on the right of o#nership in immovable
assets, if it is not stipulated differently by la#.
(-) The construction is an essential constituent part of the right of superficies.
(4) The right of superficies may not be established under resolute conditions.
(5) The limitation of the right of superficies to part of a construction is forbidden.
A"ticle **,. The e$tabli$h+e&t of the "i%ht of $upe"ficie$
(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.
() The right of superficies is established for a period of 77 years, if another term is not
e"pressly established.
($) The right of superficies may not be limited by a suspensive condition.
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A"ticle **.. The "i%ht of $upe"ficie$ i& ca$e of de+olitio& of the co&$t"uctio&
The right of superficies does not cease in case of demolition or perishing of a construction.
A"ticle **/. The "a&; of the $upe"ficie$
The right of the superficies is specified in the register of immovable assets only #ith ran. 1.
The ran. may not be modified
A"ticle **5. The p"actice of the "i%ht of $upe"ficie$
The superficiary may freely dispose of his right. !n the case of an e"istent construction, the
superficies may be alienated or mortgaged only together #ith it. !n case of alienation of the
construction by the superficiary, the o#ner has the right of preemption.
A"ticle **6. The obli%atio& of the $upe"ficia"( to pa( a due
(1) !f not provided differently by agreement, the o#ner of the right of superficies is due to pay
to the o#ner of the subservient parcel by monthly payments the sum equal to the price of
the rent established in the free mar.et, ta.ing into account the nature of the parcel, the
purpose of the construction, the area, in #hich 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.
() The due may be ad)usted at the request of one of the parties in the case if the economic
conditions lead to the non%equitability of the non%ad)ustment. The degree of the ad)ustment
shall be determined ta.ing into account the change of economic conditions and the rules of
equity.
($) !n the case if the superficiary does not pay the due for a period of three years, the o#ner of
the parcel has the right to demand the sale of the superficies at an auction. The o#ner of the
parcel has the right to participate in the auction. !n the case if the superficies belong to
several persons, these persons bear a common responsibility for the payment of the due.
A"ticle *,8. The ce$$atio& of the "i%ht of $upe"ficie$
The right of superficies ceases in accordance #ith the follo#ing conditions, if not stipulated
differently by la#2
a) =n the e"piration of the contract term3
b) by consolidation, #hen the parcel and the construction become property of the same o#ner.
&rticle '-1. The cessation of the right of superficies at the request of the o#ner of the
parcel
!f 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 o#ner of the parcel has the right to demand the cessation of the right of
superficies.
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A"ticle *,'. The effect$ of the ce$$atio& of the "i%ht of $upe"ficie$
(1) =n the cessation of the right or superficies, the construction located on the parcel is
transmitted to the o#ner of the parcel.
() The o#ner 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 :$ of the mar.et price of the construction.
($) The o#ner of the parcel may be e"empted payment of the compensation, if he prolongs the
right of superficies before the e"piry term, for the assessed duration of e"ploitation of the
construction. !n the case if the superficiary refuses the prolongation, he loses the right for
compensation.
(') The superficiary does not have the right to remove the construction or any of its parts on the
e"piration of the contract of superficies.
A"ticle *,). The fi7ed %ua"a&tee fo" co+pe&$atio&
(1) The superficiary has the right to retain the construction until the payment of the
compensation.
() The pretension for compensation is secured by parcel from the position of superficies and
#ith the ran. of superficies.
($) !f at the moment of cessation the right of superficies is under a mortgage, the mortgage
creditors have the right of pledge over the compensation.
A"ticle *,*. The $ub"o%atio& i& co&t"act$ i& the cou"$e of e7ecutio&
=n the cessation of the right of superficies, the o#ner of the parcel is subrogated to the
superficiary in the location and leasing contract in the course of e"ecution.
C!APTER V. The pled%e
#. Ge&e"al p"ovi$io&$
A"ticle *,,. The &otio& of pled%e
(1) The pledge is a real right on the basis of #hich the creditor (the pledge creditor) may
demand his debts to be satisfied #ith 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
e"ecute the obligation secured by pledge.
() 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 la# or
the pledge contract do not provide for a different #ay.
A"ticle *,.. The t(pe$ of pled%e
(1) The pledge is of types2 registered pledge (non%dispossession pledge) and the pa#n.
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() !n the case of the registered pledge, the ob)ect of the pledge remains in the possession of the
pledge debtor or of a third person, #ho acts in the name of the pledge creditor. !n the case
of pa#n, the ob)ect of the pledge is transferred to the pledge creditor or to a third party,
#hich acts in the name of the pledge creditor. !n accordance #ith the pledge contract, the
ob)ect of the pledge sealed by the pledge creditor may remain for the pledge debtor.
($) &s far as the nature of legal relations, the registered pledge includes2
a) mortgage * the pledge of the land, buildings, constructions, other immovable assets,
directly connected to the land, together #ith the afferent parcel, necessary for ensuring
the activity of the pledged ob)ect or #ith the right of use of this parcel. 0ortgage also
includes the ta"ing of the present and future rentals, produced by a immovable asset. !t
shall be registered in the register of immovable assets3
b) entrepreneur,s mortgage * the pledge of the enterprise, #hich e"tends over the entire
patrimony of the enterprise, including the fi"ed and circulatory funds, other patrimonial
assets and rights, presented in the balance of the enterprise, if the la# or contract do not
provide for a different #ay3
c) the pledge of goods in circulation of processing3
d) the pledge of the assets to be acquired by the pledge debtor.
A"ticle *,/. The pled%e c"edito" a&d the pled%e debto"
(1) The pledge creditor is the person, the obligations to #hich are guaranteed by pledge.
() The pledge debtor is the o#ner or another legal possessor or usufructuary of the assets under
pledge, #ho has the right to alienate these assets.
($) The pledge may be established both by the debtor of the guaranteed obligation and a third
party.
A"ticle *,5. The ob?ect of the pled%e
(1) The ob)ect of the pledge (pledged asset) may be any good or patrimony right, including a
universality of assets, bonds or rights confirmed by stoc. certificates.
() The assets, #ithdra#n from the civil circuit, the inalienable assets or the assets, #hich, in
accordance #ith the la#, may not be pursued, may not constitute the ob)ect of the pledge.
($) The pledge may be e"tended to the assets and patrimony rights, #hich shall be acquired in
the future, if it is provided in the contract.
(') The assets, #hich by la# may not be transferred separately, may not separately be
encumbered by pledge. & part of an indivisible asset may not constitute an ob)ect of the
pledge.
(-) The assets, #hich are in )oint o#nership, may be put under pledge only #ith the consent of
all the co%o#ners.
(4) =ne of the co%o#ners may put under pledge his share hold in the )oint share hold o#nership
#ithout the consent of the other co%o#ners, if the contract or the la# does not stipulate it
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differently. !n the case of immovable assets, the remar. in regard to the need of such a
agreement shall be registered in the register of immovable assets.
(5) The right of pledge e"tends over the accessories of the main asset, #hich is the ob)ect of
pledge, if the contract does not provide for a different #ay.
(6) The right of pledge e"tends over the fruit of the use of pledged assets only if it is e"pressly
stipulated in the contract.
(7) The person, #ho has a right affected by modalities or susceptible to nullity over an asset,
may establish a pledge only on the same conditions.
A"ticle *,6. The pa-&i&% of the a$$et$ at the pa-&$hop loa&
(1) The pa#ning of the assets at the pa#nshop is performed in accordance #ith the provisions in
regard to the pa#n as far as the la# does not provide for a different #ay.
() & pa#n receipt is issued for the retained asset, to confirm the pa#n contract.
($) The pa#nshop is obliged, at the moment of transfer of the possession, to insure the pa#ned
asset in the favor of the debtor at its o#n e"pense and in accordance #ith the assessed value,
#hich is established in accordance #ith the mar.et prices for the category and quality of
pa#ned assets. The clause, #hich e"cludes the obligation of insurance, is null.
(') The pa#nshop does not have the right to use and dispose of the pa#ned assets and is
responsible for the loss and deterioration of pa#ned assets as far as it cannot prove that the
loss or deterioration are the consequence of a force ma)eure event.
(-) !n the case #hen the credit, granted through the pa#n of the assets, is not restituted in the
prescribed terms, the pa#nshop has the right, based on a notary act #ith e"ecutive character,
after the e"piry of an additional term of one month, to sell the pa#ned asset in accordance
#ith the /ules regarding the capitalization of the pa#ned assets. The debts of the pa#nshop
to the debtor are also ceased, #hen the profit from the sale does not cover the debt.
(4) The rules in regard to granting credits by the pa#nshop for the pa#ning of the assets, #hich
belong to individuals, are established by la#.
(5) The conditions of the contract of pa#ning at pa#nshop, by #hich the rights of the debtor are
limited in comparison to the present Code and other la#s, are null and such conditions shall
be substituted #ith the corresponding legal provisions.
A"ticle *.8. The pa"ticula"itie$ of pled%i&% the a$$et$ i& ci"culatio& o" p"oce$$i&%
(1) !n 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 ob)ect of the pledge (stoc.s of goods, ra#
material, materials, semi%products, finished products etc.), #ith the condition that their total
value does not decrease in comparison #ith the value, stipulated in the pledge contract.
() 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 #ay.
($) The assets in circulation or processing, alienated by the pledge debtor, cease to be the ob)ect
of the pledge at the moment of transmission of the right of o#nership over them to the person
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#ho has purchased them, and the assets purchased by the pledge debtor and mentioned in the
pledge contract, become ob)ect of the pledge at the moment, #hen the pledge debtor acquires
the right of o#nership or economic use over them.
(') The pledge debtor of the assets in circulation or processing is obliged to register all the data
in regard to the conditions of pledging of the assets, the data on the operations, #hich lead to
changing the natural composition and shape of the pledged assets in the pledge boo..
A"ticle *.#. The pa"ticula"itie$ of pled%i&% the bo&d$
(1) The bonds may be pledged based on the pledge contract. The pledge of the bonds by
endorsement is performed in accordance #ith the legislation.
() The pledging of the bonds, #hich confirm the right over certain goods (product
representative bonds) implies the pledge of the respective goods.
($) The pledged stoc. does not give the pledge creditor the right to participate as stoc.%holder at
the general reunions, the right of participation being reserved to the stoc.%holder.
(') The certificates regarding interest, dividends and other revenues, acquired on the basis of the
right, e"pressed in the bond, constitute the ob)ect of the pledge, unless the contract provides
for a different condition.
A"ticle *.'. 1ebt $ecu"ed b( pled%e
(1) The pledge may secure one or more legal debts, #hether current or prospective, pure or
simple, or affected by modalities. The debt secured by pledge shall be either determined or
determinable.
() The pledge may be established in such a #ay, that only the ma"imal sum, secured by the
property, is to be determined by registration.
($) The pledge establishment shall be valid only if the secured debt is e"pressed in terms of
money.
(') ?nless the contract provides other#ise, the pledge shall secure the debt to the e"tent e"isting
at the moment of payment, including the capital, the interest, the prosecution e"penses and
the e"penses for the maintenance of the pledged assets. The parties may also e"tend the
guarantee over the penalties and the pre)udice, caused by non%e"ecution, based on contract.
(-) & debt may be secured by several property (blan.et pledge) and by several persons.
(4) &nother debt may be posed instead of the debt, for #hich the pledge is established, #ith the
consent of the pledge creditor and the pledge debtor. The replacement of the secured debt
must not pre)udice the rights of the pledge creditors #ith a lo#er priority degree. The
requirements as regards the form and registration shall be duly observed.
A"ticle *.). The pled%e e$tabli$hed to $ecu"e +o&e(
(1) The pledge established to secure a sum of money shall be valid even if, at the moment of its
establishment, the pledge debtor has not yet received or has partially received the benefit, for
#hich he:she underta.es the obligation. This rule shall be applied especially upon granting a
credit, issuance of bonds or other loan titles.
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() !f the pledge creditor refuses to transfer the sum of money, #hich he:she has committed to
advance and in security of #hich he:she holds a pledge, the pledge debtor may obtain, on the
e"pense of the creditor, the reduction (e"cept for mortgage) or the cancellation of the pledge,
paying in the latter case only the amounts that he:she has actually received.
A"ticle *.*. I&divi$ibilit( of pled%e
(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.
() The mortgage over capital constructions, isolated apartments and rooms, located on the land
plot, #hich belongs to a third party, shall e"tend over the right of use or lease of such plot or
respective ideal lot.
($) The mortgage e"tends over all the improvements of the encumbered property, provided that
the contract does not stipulate other#ise.
A"ticle *.,. The t"a&$fo"+atio& of p"ope"t(
The pledge subsists over the ne# movable property, #hich results from the transformation of a
pledged property. The pledge subsists over the merger (combination) or union of several
movables, at least one of #hich has been pledged.
A"ticle *... Co+pe&$atio&$ fo" i&$u"a&ce
The pledge creditor has the right to be re#arded #ith priority from the compensations for
insurance for the perishing, loss or deterioration of the pledged asset, regardless the fact, in the
favor of #hom #as the pledged asset insured, if the perishing, loss or deterioration of the
pledged asset are not caused by the pledge creditor or if the contract does not provide for a
different condition.
'. G"ou&d$ fo" pled%e e$tabli$h+e&t. Pled%e "e%i$te"
A"ticle *./. The e$tabli$h+e&t of the pled%e
(1) The pledge is established based on contract or the la#.
() The registered pledge shall ta.e effect at the moment of its registration, in accordance #ith
the provisions of the present Code.
($) !n case of pa#n, the pledge shall ta.e effect at the moment of transmission of the ob)ect of
the pledge, if the pledge contract does not provide other#ise.
A"ticle *.5. 1ebt$3 f"o+ -hich a le%al pled%e +a( e+e"%e
?nless the la# provides for a different #ay, only the follo#ing debts may produce a legal
pledge2
a) The state debts for the amounts due in accordance #ith fiscal legislation3
b) The debts of persons #ho have participated in the construction of assets3
c) The debts resulting from court decisions.
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A"ticle *.6. The pled%e co&t"act
(1) The pledge contract, #ith the e"ception of pa#n contract, must be in #riting. !n case if the
authentic form is required for transmission of the asset, the pledge contract is concluded in
authentic form.
() The mortgage contract shall be concluded in authentic form. The non%observance of the form
shall result in nullity of the contract.
($) &ny alteration or addition to the pledge contract shall be e"ecuted in the form provided for
the contract conclusion.
(') The pledge contract shall include the name and surname (name) of the parties, their domicile
(registered office) address, the e"press 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 ma"imal value of it not including the interest and other
e"penses, the permission or prohibition of further pledge, as #ell as other terms and
conditions, established by agreement of the parties.
(-) The clause on pledge may be included in the contract, based on #hich the obligation secured
by pledge appears.
A"ticle */8. Notificatio& of the c"edito" of the "i%ht$ of thi"d pa"tie$
The pledge debtor is obliged to notify the pledge creditor in #ritten form on the rights of the
third parties #ith respect to the ob)ect of pledge, of #hich he:she is a#are at the moment of
pledge establishment, at the signing of the pledge contract. The failure to e"ecute such obligation
entitles the pledge creditor to request anticipatory e"ecution of the obligation secured by pledge
or modification of the provisions of the pledge contract, if the rights of the third parties diminish
the creditor,s guarantee.
A"ticle */#. Re%i$t"atio& of pled%e
(1) The non%dispossession pledge must be registered in a public register in the #ay provided by
the la#.
() The pledge is registered in the follo#ing #ay2
a) the mortgage is registered in accordance #ith the legislation regarding the survey of the
fi"ed assets to the territorial cadastral body, under the )urisdiction area of #hich the
mortgaged fi"ed asset is located. The pledge contract is presented for the registration of
the mortgage in a period of $ months from the days of signing it. The non%observance
of this term has as effect the nullity of the contract. !f the pledge contract is signed in
the same time #ith the buy%sell contract, the right of o#nership and the mortgage must
be registered consecutively3
b) the entrepreneur,s mortgage is registered in accordance #ith the provisions of the present
Code, at the notary,s office, under the )urisdiction area of #hich the enterprise is
located3
c) the pledge of nominative bonds must be registered in the register of nominative bond
holders3
d) the pledge of state bonds * in the register of state bond holders3
e) the pledge of the rights for intellectual property * in the register of intellectual property3
f) the pledge of other movable assets * in the register of the pledge of movable assets.
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($) The particularities of the registration of the pledge in the registers, mentioned above (letters a
to f of paragraph () of the present article) is regulated by the legislation regarding the
functioning of the respective registers.
(') The registration procedure is established by la#.
A"ticle */'. The effect$ of "e%i$t"atio&
(1) The fact that the information has been registered in the pledge register presumes the
information is true.
() The registration in the pledge register does not validate a pledge, #hich is void.
($) <rom the moment of pledge registration, no one shall plead ignorance of the information,
included in the pledge register.
(') The pledge debtor or creditor shall not plead falseness of the information, included in the
pledge register in relation #ith good%faith third parties.
A"ticle */). Re%i$t"atio& of e7ecutio& of obli%atio& $ecu"ed b( pled%e
The documents, #hich confirm the partial or total discharge of the obligations secured by pledge
are the bases for the registration of the corresponding changes of the data in the pledge register.
A"ticle */*. E"a$i&% i&fo"+atio& o& pled%e f"o+ the pled%e "e%i$te"
(1) &t the e"tinction of pledge, the information regarding it is to be erased from the pledge
register.
() The follo#ing may demand the erasing of the pledge information from the pledge register2
a) the pledge creditor
b) the pledge debtor, based on the claim, signed by both parties, on the declaration of the
pledge creditor on the renouncement at the pledge or based on the decision of the court.
c) & third party #ho has acquired the ob)ect of the pledge based on the #ritten declaration
of the pledge creditor on the e"clusion of the pledge from the pledge register, of the
certificate, issued by the )udiciary e"ecutor, by #hich it is confirmed that the asset #as
acquired in the procedure of forced e"ecution, of the certificate issued by the insolvency
body for the confirmation that the asset #as acquired in the process of ban.ruptcy, of the
court decision on the e"piry of the pledge, even if it #as not party in a trial.
($) The erasing of the pledge from the perspective of the procedure, is identical #ith 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.
A"ticle */,. The public cha"acte" of the i&fo"+atio& i& the pled%e "e%i$te"
(1) &ny person may ta.e ac.no#ledgement of the register of the pledge, to obtain information
on the registration of a pledge and e"tracts from the pledge register, in three days from the
date of the request.
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() The pledge debtor may request the interdiction of access of third parties to the information
from the pledge register in regard on the pledge over his assets. !n this case it is presumed
that the entire patrimony of the pledge debtor is pledge encumbered.
A"ticle */.. The appeal o& the actio&$ o" &o&9actio&$ of the pled%e "e%i$t"a"
Aach person has the right to sue the re)ection of the request for registration of the pledge, illegal
registration, issuing #rong information, a delayed presentation or the unreasoned refusal to
present the requested information in reference to the registration of a pledge
$. The rights and obligations of the parties of the pledge contract
A"ticle *//. Ge&e"al p"ovi$io&$
(1) The pledge debtor and the pledge creditor are free to determine, by mutual agreement, the
rights and obligations of each, if the la# does not provide for a different procedure.
() The pledge creditor may assign a pledge administrator, #ho must act in his name and must
ta.e any action in relation to the ob)ect of the pledge, in the limits of the rights of the pledge
creditor, #ith the e"ception 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.
($) !n case of pa#n, at the e"tinction of the right of pledge, the pledge creditor is obliged to
restitute to the pledge debtor all the pledged assets immediately.
A"ticle */5. The "i%ht to u$e a&d di$po$e of the ob?ect of the pled%e. E&$u"i&% it$ i&te%"it(
(1) The pledge debtor has the right to use the ob)ect 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.
() The guarantee asset may further be encumbered #ith real rights or transmitted to lease or use
to third parties #ith the prior notification of the pledge creditor. The third loses the rights,
established earlier, #ithout the consent of the pledge creditor, for a term, #hich e"ceeds the
payment due of the guaranteed obligation, at the e"piry 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.
($) The pledge debtor does not have the right to alienate the pledged assets, #ith the e"ception of
the case, #hen he:she has the respective authorization, issued by the pledge creditor.
(') The agreement, #hich limits the right of the pledge debtor to leave for inheritance the
pledged asset, is void.
(-) The pledge creditor has the right to use the ob)ect 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 ob)ect of the pledge for covering
the main obligation secured by pledge.
(4) The pledge creditor or debtor, depending on the fact, #ho holds the pledged assets, is obliged
to preserve and maintain them, #ith the observance of the right of maintenance of these
assets. !f 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 e"amine the
assets.
A"ticle */6. The autho"i=atio& fo" alie&atio& of pled%ed a$$et$
(1) The pledge creditor may, #ith the e"ception of the pa#n cases, to issue to the pledge debtor
an authorization of alienation of the pledged ob)ect, free of pledge. (uch an alienation must
be made onerously and in the established #ay for the replacement of the ob)ect of the pledge.
() The issuing of the authorization may be provided for in the pledge contract. !n this case the
person, #ho signs a transaction #ith the pledge debtor, procures the pledged ob)ects free of
pledge.
($) !n 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.
(') The authorization for the alienation of the pledged assets is suspended at the handing of the
notice of forced e"ecution of the obligation secured by pledge and to the moment #hen the
forced e"ecution of this obligation may not be continued.
(-) The authorization of alienation of the pledged asset becomes void at the transformation of the
registered pledge into a pa#n.
A"ticle *58. The "eplace+e&t of the ob?ect of the pled%e.
(1) The parties may convene over the conditions of replacement or substitution of the ob)ect of
the pledge. The replacement or substitution of the ob)ect of the pledge constitute a ne#
pledge or mortgage.
() !n the case if, by reasons and in the #ays established by la#, 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 ne# asset or the pledge creditor has the right for a
priority satisfaction of his claims, from the sum of money, to #hich the debtor has the right.
!n this case, the pledge creditor has the right to request the fulfillment of the pledge and
mortgage guaranteed obligations prior to the provided terms.
A"ticle *5#. 2lte"io" pled%e
(1) The pledging of the assets already under pledge is allo#ed if it is not prohibited by precedent
pledge contracts.
() The pledge debtor has the obligation to inform each ulterior pledge creditor on all the
e"istent ta"es of the asset and is responsible for the pre)udices caused to the pledge creditor
by the non%fulfillment of this obligation.
A"ticle *5'. The p"efe"e&ce o"de" of the &o&9di$po$$e$$io& pled%e
(1) The order of the satisfaction of debts, #hich devolve from the several rights of pledge over
the same assets or patrimony rights is established ta.ing into account the order of appearance
of the rights of pledge
() 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 invo.e the priority of his
rights #hen notified about the practice of the right of pledge by this creditor.
($) The pledge creditor of an inferior degree may cover the debt from the pledged asset prior to
the creditors of a superior degree, only #ith the #ritten consent of each of these creditors.
A"ticle *5). The (ieldi&% of the de%"ee of p"io"it(
(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 #ho has yielded the degree of priority.
() The pledge creditor #ho 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.
($) The yielding of the degree of priority of the pledge is possible only #ithin the same public
register and in reference to the same asset.
(') The yielding of the degree of priority is possible to the e"tent, to #hich it does not violate the
rights of another pledge creditor #ho has a pledge for the same asset.
(-) The yielding of the degree of priority is registered based on the request of the pledge creditor,
in the same #ay #ith the registration of the pledge, and has effect from the date of
registration.
A"ticle *5*. The e7ecutio& p"io" to the te"+ of the obli%atio& $ecu"ed b( pled%e
(1) The pledge creditor has the right to demand for the e"ecution 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 e"pired in the conditions provided by la#, and also in the case of confiscation of
the pledged asset, as a sanction for committing an offense or a minor offense.
() The pledged creditor has the right to demand for the e"ecution prior to the term of the
pledged guaranteed obligation, and in case of non%e"ecution of his debt * to pursue the ob)ect
of the pledge2
a) has violated the rules of the ne"t pledge3
b) has not e"ecuted the obligations provided for in paragraph (4) of article 478 of the
present Code3
c) has alienated the pledged asset by violating the provisions of paragraph ($) of article 478
of the present Code3
d) does not hold the possession of the pledged asset, in opposition #ith the conditions of the
pledge contract3
e) has violated the rules of replacement of the pledged asset3
f) has not observed the terms of due of mature payments.
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*. Pa"ticipatio& of Thi"d Pa"tie$ i& Pled%e Relatio&$
A"ticle *5,. The ce$$io& of the pled%e %ua"a&teed clai+
(1) The pledge and the claim, #hich constitutes its basis, may be transmitted only together
and at the same time.
() !n case of cession of the guaranteed claim, the ne# pledge creditor acquires the right of
pledge. The pledge debtor remains obliged to the cessionary creditor.
($) !n case of cession of one party of a guaranteed claim, the ne# creditor acquires the right
of pledge proportionally #ith the portion of the claim, if the pledge contract does not
provide for a different condition.
(') The substitution of the pledge creditor is registered in accordance #ith article 461. The
validity of the previous registration is not affected until the registration of the ne#
pledge.
(-) The pledge and guaranteed claim pass to the ne# creditor #ithout changes.
A"ticle *5.. The ce$$io& of the pled%e %ua"a&teed debt
(1) The debt from the obligation secured by pledge may be yielded to another person only
#ith the consent of the pledge creditor, and if the debtor of the guaranteed obligation and
the pledge debtor are different persons, also #ith the consent of the last one to hold
responsibility for the debtor.
() The debt from the obligation secured by pledge may be ceded to another person #ithout
the consent of the pledge debtor (if he is different from the guaranteed obligation debtor).
!n this case the pledge ceases.
($) !n the case if the debtor of the guaranteed obligation and the pledge debtor are the same
person, the pledge remains, #ith the e"ception of the case #hen the pledge creditor
agrees upon another guarantee or the e"tinction of the pledge.
A"ticle *5/. The p"ocu"e+e&t of the pled%ed a$$et$ b( a thi"d pa"t
(1) &ny third party acquires the right of o#nership or of management of the pledged assets,
ta.ing into account the pledge, #ith the e"ception of the cases provided for in article 471
and in the present article.
() The pledged assets are considered free of pledge in the case #hen the buyer believes #ith
good #ill that the pledge does not e"ist, as #ell as the circumstances, based on #hich,
he:she should have .no#n about the e"istence of the pledge.
($) The good%faith buyer is considered the person #ho2
a) procures pledged assets in the form of goods #hich are in circulation and processing3
b) procure assets or rights #ith the e"ception of fi"ed assets and rights over fi"ed assets,
the selling of #hich #as made public3
c) procures payment documents, bills of lading, bonds including debt bonds and other
assets sold at stoc. e"change3
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d) is recognized as such by the court.
(') The la# may provide for other cases of recognition of the good%faith buyer.
,. 0o"ced E7ecutio& of the Obli%atio& a&d E7ti&ctio& of the Pled%e
A"ticle *55. Ge&e"al P"ovi$io&$
(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
e"ecution of the obligation secured by pledge in full if the pledge debtor has not observed
the term of e"ecution of any contract obligation in the case #hen this condition is directly
provided by the pledged contract.
() @y derogation from articles 475%588 of the present Code, the covering of the creditors
claims from the value of the pledged assets of the debtor, #ho #as started a procedure of
insolvency, is performed in the #ay provided by the legislation on insolvency.
A"ticle *56. The "i%ht of pu"$ui&% the pled%ed a$$et
(1) The assets encumbered by pledge are pursued from the value of the pledged assets in
accordance #ith the decision of the court, if the pledge creditor and the pledge debtor
didn,t come to another agreement, signed after the establishment of the right of
satisfying the obligations secured by pledge.
() The satisfying of the pledge creditor claims #ithout the intervention of the court is
admitted upon a notary certified act bet#een the pledge creditor and the pledge debtor,
signed after issuing of the right to pursue the pledged asset, the alienation of #hich
requires notary certification. !n case of violation of the rights of one of the parties the
court may consider the agreement invalid.
($) The pledged ob)ect can only be pursued by court decision in cases #here2
a) the authorization or agreement of another person or institution #as needed for the
signing of the contract3
b) the pledged ob)ect represents assets of historical, cultural and artistic value3
c) the pledge debtor is unavailable and his e"act location can not be identified.
(') @efore the deposition of the citation in court, the pledge creditor must announce in
#ritten 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.
&rticle '78. 0easures of protection of the pledge encumbered assets in the process of
forced e"ecution of the obligations.
(1) &fter the pledge debtor receives the notice of forced e"ecution of the obligation, the
pledge creditor receives possession right over the ob)ect of the pledge, if this is a
movable asset. !n the case #hen receiving the possession of the pledged assets is merely
impossible or is contested by the pledge debtor or a third party #ho is the possessor of
the pledged ob)ect, the pledge creditor may ta.e necessary measures for ensuring the
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right of pursuit of the pledged ob)ect and for not admitting the decrease of its value by the
debtor or a third part.
() &t the request of the pledge creditor the court may decide over other measures of
protection of the pledged ob)ect in the process of the forced e"ecution of the obligation.
A"ticle *6#. Mea$u"e$ of $elli&% the pled%ed ob?ect
(1) The selling of pledged assets under pursuit is performed, based on the decision of the court,
in accordance #ith the legislation, but not earlier than in three months after the deposition of
the citation in court by the pledge creditor.
() 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 bet#een the pledge creditor and the pledge debtor
in other cases.
($) The pledged assets are sold to the highest bidder of the auction.
(') !n the case if it is declared that the auction did not ta.e place, the pledge creditor has the right
to procure the pledged ob)ect at the price indicated in the pledge contract and to include his
pledge guaranteed claims in that price.
(-) !f it is declared that the auction did not ta.e place and a repeated auction is organized, the
pledge creditor has the right to procure the pledged ob)ect at a price reduced #ith at least
18I of the initial price established at the auction.
(4) The pledge debtor and the debtor of the obligation secured by pledge have the right to
e"ecute the obligation secured by pledge until the selling of the pledged ob)ect. &t the
request of the pledge creditor, the pledge debtor and the debtor of the obligation secured by
pledge are obliged to e"ecute the main obligations partially or in full in accordance #ith the
contract provisions.
(5) !n case of alienation of a pledged enterprise, the court may assign an enterprise administrator
#ith the respective mandates. The assignation of the administrator of the enterprise must be
coordinated #ith the pledge creditor and must be noted in the pledge register.
A"ticle *6'. The di$t"ibutio& of +ea&$ obtai&ed f"o+ $elli&% the pled%ed ob?ect
(1) The court, in the #ay established by point ' of the present article, solves the problem of
distribution of the means obtained from selling the pledged ob)ect.
() !n 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, #hich may be pursued in accordance
#ith the legislation, #ithout benefiting in this case of the privileges, #hich result from the
pledge right.
($) !f the means obtained from the selling of the pledged ob)ect e"ceed the value of the
obligations secured by pledge of the pledge creditor, the difference is paid to the pledged
debtor.
(') The means obtained from the selling of the pledged ob)ect must be distributed immediately
in the follo#ing succession2
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a) e"penses related to selling the pledged assets, including court e"penses and the
remuneration of the administrator of the enterprise (entrepreneur,s mortgage)3
b) claims of pledge creditor (or of pledge creditors in accordance #ith the succession of
coverage of their claims)3
c) payments to other persons, #ho have the right to receive means from the selling of the
pledged ob)ect.
A"ticle *6). Mea&$ of le%al defe&$e i& ca$e of fo"ced e7ecutio& of obli%atio&.
Aach person has the right to contest the appearance and validity of a pledged right in court, in
case of violation of his rights.
A"ticle *6*. The %"ou&d$ fo" te"+i&ati&% the "i%ht of pled%e
The right of pledge shall cease2
a) in case of e"tinction of obligation secured by pledge3
b) in case of e"piry of the term, for #hich the pledge #as established3
c) in case of loss of pledged assets3
d) in case of forced selling of pledged assets3
e) in other cases provided by la#.
ectio& ,. Re%i$te" of 0i7ed A$$et$
A"ticle *6,. The de$ti&atio& of the "e%i$te" of fi7ed a$$et$
(1) The register describes the fi"ed assets and indicates the real rights, #hich have as ob)ect
these assets
() The rights of debt, the legal facts or relations connected to the fi"ed assets included in the
register may be inscribed in the cases provided by la#.
($) &ny interested person may ta.e ac.no#ledgement of the register of fi"ed assets.
(') The #ay of elaboration and compounding of the register of fi"ed assets is determined in
accordance #ith the legislation.
A"ticle *6.. The p"e$u+ptio& of the authe&tic a&d co+plete cha"acte" of the data i& the
"e%i$te" of fi7ed a$$et$
(1) The entries made in the register of fi"ed assets are presumed authentic and complete, until
proven the opposite.
() The contents of the register is considered authentic, in the favor of the person #ho has
acquired by legal act a right from another person, if the right #as inscribed in the register on
the name of that person. This provision is not applied #hen an appeal over the authenticity
#as noted or #hen the obtainer #as a#are of the non%authentic character of the asset.
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A"ticle *6/. T(pe$ of e&t"ie$
(1) There are three types of entries2 the tabulation, the provisory entry and the noting.
() The tabulation and provisory entry have as ob)ect the tabular rights and the noting refers to
the entry of claim rights, legal facts and relations connected to the fi"ed assets inscribed in
the register.
($) The provisory entry and the noting are made only in the cases and in the conditions provided
by the la#.
A"ticle *65. Obtai&i&% "eal i&$c"iptive "i%ht$
(1) The real rights over fi"ed assets, #hich are sub)ect to entry in accordance #ith the la#, must
be acquired bet#een parties and also in relation to third parties, only by the entry of their
establishment or relocation made in the register of fi"ed assets, based on a mutual agreement
bet#een parties.
() The real rights must be lost or ceased only if their erasing #as inscribed in the register of
fi"ed assets #ith 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 e"istence of such holder.
($) !f the right to be cancelled is encumbered in favor of a third person, the erasing must be made
#ith preserving the right of that person.
(') The irrevocable decision of the court must replace the mutual agreement or, by case, the
consent, in the cases provided for by the la#.
A"ticle *66. The o"de" of "i%ht$ i&$c"ibed i& the "e%i$te" of fi7ed a$$et$
(1) The order of the rights inscribed in the register of fi"ed assets is determined in accordance
#ith the order of the moments of the registration. The date of the registration is considered
the date #hen the application for registration #as received.
() The order may be further modified. <or that the consent of the persons to change the order of
the entries is needed, follo#ed by the registration of the modification in the register.
($) !n the case of registration of one or another right, the o#ner may stipulate the condition of
the order of the registration of the right. This condition must also be registered.
A"ticle ,88. The p"ovi$o"( e&t"( i& the fi7 a$$et$ "e%i$te"
(1) The provisory entry in the register must be requested in the follo#ing cases
a) #hen the real right acquired is affected by a suspensive or resolutely condition3
b) #hen on the basis of the decision, #hich is not yet irrevocable, the party #ith claims
#as obliged for the replacement, establishment or cessation of a tabular right or the
administrator of the assets of another person #as obliged to give a mortgage guarantee3
c) #hen the debtor has consented to the sums for #hich the mortgage #as established.
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A"ticle ,8#. The effect of the p"ovi$o"( e&t"(
(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 e"tent of its
)ustification.
() The )ustification of a provisory entry is made #ith the consent of the person to #hich the
entry refers or on the bases of a irrevocable decision of the court.
($) The )ustification of erasing the mortgage right is made on the bases of a irrevocable court
decision and regarding validation3
(') The )ustification of a provisory entry e"tends its effects over all the entries #hich #ere made
based on this )ustification. The non%)ustification of a provisory entry may lead, at the request
of an interested part, to the erasing of the entry and all the entries that #ere made in relation
to its )ustification.
A"ticle ,8'. Public acce$$
(1) Aach person may study the register of fi"ed assets and all other accessory documents, #ith
the e"ception of the data regarding national security issues, #ithout being obliged to )ustify
his interest.
() !n accordance #ith the la#, certified e"tracts and legalized copies from the register of the
fi"ed assets by request.
A"ticle ,8). Rectificatio& of the co&te&t$ of the "e%i$te" of fi7ed a$$et$
(1) 9hen the contents of the register of fi"ed assets does not correspond to the real legal
situation in the matter of a certain entry, the rectification of the entry may be requested.
() The rectification includes the erasing, correction or mentioning of each operation, susceptible
for entry in the register.
A"ticle ,8*. The "i%ht to "e>ue$t "ectificatio&
(1) Aach interested person may request the rectification of a tabulation of provisory entry if2
a) the entry, the signing or the act, on the basis of #hich the entry #as made, #as not valid3
b) the inscribed right #as qualified #rong3
c) the conditions of the e"istence of the inscribed right are not met anymore of the effects of
the legal act, on the basis of #hich the entry #as made, have ceased3
d) in other cases provided for by the la#.
() 9hen the consent of the holder is missing, the rectification may be approved only by
irrevocable decision of the court.
A"ticle ,8,. The applicatio& of the p"e$c"iptio& "e%a"di&% the act of "ectificatio&
(1) ?nder 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%#ill sub%obtainers, #hich have
inscribed the right in their use.
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() !n the case of third persons #ith good #ill #ho have acquired a real right by donation or
legacy, the act of rectification must be introduced after 18 years, counted from the date of the
registration of their application foe entry, #ith the e"ception if their right for act #as not
prescribed earlier.
($) The action of rectification may also be oriented against sub%obtainers of bad must and #ith
onerous title, #ho have inscribed a certain real right. The term must be of three years,
counted from the date of registration of the application for entry, formulated by the direct
obtainer of the right, the rectification of #hom is demanded, #ith the e"ception if their right
for act #as not prescribed earlier.
(') The person is considered of good #ill, if he:she acquires a real right based on the contents of
the register, if at the date of acquiring the right, no action #as noted to appeal its contents or
if the condition of the direct obtainer does not present any non%concordance bet#een the
register of fi"ed assets and the real legal condition.
A"ticle ,8.. The &o&9oppo$abilit( of the deci$io& "e%a"di&% the "ectificatio&
(1) The decision of the court, by #hich it is admitted that a rectification of an entry, must not
affect the rights inscribed in favor of the persons, against #hom the action #as not admitted.
() !f the rectification act #as noted in the register, the decision of the court must be e"ecuted
e"%oficio, including against those, #ho have acquired any right after the noting.
A"ticle ,8/. The oppo$abilit( of "i%ht$
(1) The rights of claim, the legal deeds or relations in connection to fi"ed assets inscribed in the
register, are opposable to third parties only by noting.
() The follo#ing are sub)ect to noting in the register2
a) a )udiciary interdiction and its removal3
b) the location and cession of revenues for a period longer than $ years3
c) the interdiction of alienation and ta"ing of an inscribed right3
d) the pre%contract3
e) the right of preemption, resulted from a contract3
f) the intention to alienate or mortgage3
g) the change of the ran. of the mortgage, the stopping of the mortgage claim and the
pledge over the mortgage claim3
h) the sequester, the pursuit of the fi"ed asset and of its fruits and revenues3
i) the action of tabular provision and the rectification act3
)) The action for the protection of the real rights, inscribed in the register of the fi"ed
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 #ith the fi"ed assets inscribed.
.) &ll other cases provided by la#.
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A"ticle ,85. The a%"ee+e&t i& "e%a"d to the "ectificatio& of e&t"(
(1) !f a person is inscribed #ith a right in the register of fi"ed assets #ithout benefiting or
continuing to benefit from that right, the person, the position or rights of #hom are
pre)udiced by entry, may demand the consent for the rectification of the person, the right
of #hich #ill be affected by this rectification.
() <or the realization of a provisory protection, an appeal against the authenticity of the
register may be noted.
($) The noting is made based on the conclusion of the court or on the consent of the person,
#hose right is affected by the rectification of the entry in the register. The person is not
obliged to present evidence for an e"isting danger in order to obtain the conclusion of the
court.
A"ticle ,86. The co""ectio& of e""o"$
The material errors committed #hile performing the entries in the register, if these are
different from the errors sub)ect to rectification, may be corrected at the request or e" oficio.
A"ticle ,#8. The &o&9applicatio& of the p"ovi$io&$ i& "efe"e&ce to $u$pe&$io& a&d "epo$itio&
i& te"+ of the p"e$c"iptio&
The provisions in reference to the suspension and reposition in terms of the e"tinctive
prescription are not to be applied to the terms of prescription of the action of tabular provision
and the prescription in regard to the rectification act.
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BOOK III. OBLIGATION
TITLE I. IN GENERAL A%O&T O%LIGATIONS
C!APTER I. Co++o& P"ovi$io&$ o& Obli%atio&$
A"ticle ,##. Notio& of Obli%atio&
(1) @y 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.
() =bligation may be pure and simple or affected by modalities.
($) (ervice has to be achievable, either determined or determinable, and shall not
conflict #ith the la#, public order or good morals and manners.
A"ticle ,#'. Good 0aith a&d 1ili%e&ce
(1) ;ebtor and creditor have to act #ith good faith and diligence at the moment of
obligation emergence, through its e"istence, at the moment of its performance and e"tinction.
() The clause departing from the provisions of paragraph (1) of the article herein shall
be void.
A"ticle ,#). G"ou&d$ fo" Obli%atio&$ E+e"%e&ce
The obligations shall arise from contract, illicit deed (offence) and any other action or
deed susceptible to producing them under the la#.
A"ticle ,#*. Obli%atio& A"i$i&% at the Ne%otiatio& of the Co&t"act
(1) &n obligation, in terms of article -11 of the present Code, may emerge directly by
initiation and development of the negotiations for concluding the contract.
() & negotiating party may request the other party for reimbursement of e"penses made
under due confidence in contract conclusion, if through the fault of such party the contract #as
not concluded.
A"ticle ,#,. Ri%ht of I&fo"+atio&
(1) The obligational relation may generate a right of information, #hich may not be
e"pressly stipulated. <urnishing #ith information implies the obligation of issuing appropriate
documents.
() The right of information shall emerge especially #hen information is significant for
determining the obligation contents and may be furnished by information provider at request,
#ithout having his rights violated thereby.
($) The solicitant of information shall reimburse the person bound to furnish such
information the e"penses made for this purpose. The latter may claim for certain guarantee
services.
A"ticle ,#.. Natu"al Obli%atio&
(1) &n obligation is natural if the enforceable performance cannot be applied.
() & natural obligation shall e"ist if2
(a) the la# or the legal act do not provide for the possibility of enforceable performance3
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(b) a person has a moral obligation #ith 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.
($) >atural obligations shall be regulated by the legal provisions on obligations, provided
that from the letter or spirit of the La# emerges that certain rules are not applicable to
obligations for #hich enforceable performance can not be requested.
(') >atural obligation shall transform into a perfect civil obligation if based on agreement
bet#een the debtor and creditor.
C!APTER II. Plu"alit( of $ub?ect$ a&d ob?ect$ -ithi& a& obli%atio&
Section 1. Di'isi(#e "n) in)i'isi(#e o(#i$"tions
A"ticle ,#/. 1ivi$ible obli%atio& -ith a plu"alit( of debto"$
(1) &n obligation shall be divisible among several debtors if they are sub)ect to rendering
the same service to a creditor, and each debtor can be pursued separately until his contribution to
the debt is discharged.
() ?nless the La#, the contract or the nature of the obligation provides other#ise, the
debtors shall be equally due.
A"ticle ,#5. 1ivi$ible obli%atio& -ith a plu"alit( of c"edito"$
(1) &n 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.
() ?nless the La#, the contract or the nature of the obligation provides other#ise, the
creditors shall be entitled to equal contributions.
A"ticle ,#6. P"e$u+ptio& of divi$ibilit(
&n obligation shall be divisible de jure, unless e"pressly provided that it is indivisible or
the ob)ect of obligation is indivisible by its nature.
A"ticle ,'8. Effect of i&divi$ibilit(
(1) !ndivisible obligation cannot be divided neither among debtors or creditors, nor
among their successors.
() Aach debtor or his successors may be separately coerced to discharge the obligation
in full, and each creditor or his successors are entitled to claim full discharge, even if the
obligation is not solidary.
($) &n obligation shall not be indivisible only for the reason that in the contract it is
stipulated that it is solidary.
(') & divisible obligation #ith one creditor and one debtor shall be e"ecuted bet#een
them as an indivisible obligation, but it shall remain divisible bet#een their heirs.
Section 2. So#i)"!it* o+ C!e)ito!s
A"ticle ,'#. olida"( debt$
!f t#o or more creditors are entitled to claim a service in such a #ay that each of them
could claim full service and the service rendered to one of the creditors #ill release the debtor,
then their debt shall be solidary.
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A"ticle ,''. G"ou&d$ fo" e+e"%i&% of $olida"( debt
& solidary debt is not implied3 it shall emerge from a legal act, the la# or #hen the
service is indivisible.
A"ticle ,'). Pe"fo"+a&ce of obli%atio& due to a&( of the c"edito"$
The debtor may, at his o#n discretion, fulfill the obligation due to any of the creditors,
yet, as long as no one of the creditors claimed the obligation performance.
A"ticle ,'*. Effect$ of pe"fo"+a&ce of obli%atio& due to a&( of the c"edito"$
The discharge of obligation in full to any of the )oint creditors shall e"onerate the debtor
from performance of obligation to other creditors.
A"ticle ,',. Effect$ of the -aive" of debt of a ?oi&t c"edito"
9aiver of debt of a )oint creditor shall produce effects only on his portion of the debt.
This rule shall be also applied in all cases #hen an obligation is e"tinguished in other #ay than
by performance.
A"ticle ,'.. I&ad+i$$ibilit( to i&vo;e ce"tai& e7ceptio&$ "elated to othe" c"edito"
The debtor shall not oppose a )oint creditor #ith e"ceptions based on debtorDs relations
#ith another )oint creditor, to #hich such creditor is not a party.
A"ticle ,'/. Obli%atio& of the c"edito" -ho "eceived the debt -ith "e$pect to othe" ?oi&t
c"edito"$
(1) The creditor, #ho has received the debt in full, shall be bound to share it #ith other
)oint creditors, unless he offers sufficient evidence that such obligation has been contracted only
on his o#n account.
() &s bet#een )oint creditors, they are entitled to equal shares, unless agreed other#ise.
A"ticle ,'5. Rep"e$e&tatio& of the $olida"( c"edito"$
The )oint creditor shall represent all co%creditors in all actions aimed at obligation
conservation.
Section 3. So#i)"!it* o+ De(to!s
A"ticle ,'6. olida"( obli%atio&$
(hould t#o 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 )ointly bound.
A"ticle ,)8. G"ou&d$ fo" e+e"%e&ce of $olida"( obli%atio&$
& solidary debt is not implied3 it shall emerge from a legal act, the la# or #hen the
service is indivisible.
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A"ticle ,)#. olida"( obli%atio&$ affected b( +odalitie$
Coint debtors may assume obligations in different #ays, either by pure obligation, by
contingent liability or by term liability.
A"ticle ,)'. The "i%ht of the c"edito" to clai+ di$cha"%e of obli%atio& f"o+ a&( ?oi&t debto"
The creditor may claim the discharge of the obligation, either in part or in full, from any
debtor at his o#n #ill. ?ntil full discharge of the service, all the debtors shall be indebted.
A"ticle ,)*. E7ceptio&$ oppo$ed b( ?oi&t debto" to the c"edito"
The )oint debtor, #ho #as summoned to perform the service, is entitled to oppose the
creditor all e"ceptions, either personal or common for all )oint debtors.
A"ticle ,),. Obli%atio& of ?oi&t debto"$ to "ecove" the da+a%e
(1) !f the o#ed good has been destroyed through the fault of one or several )oint debtors,
the rest of the debtors shall not be e"empt from the obligation to reimburse the price of the good,
yet, they shall not be accountable for other damages.
() The damage caused by delay shall be recovered only by the defaulting debtors.
A"ticle ,).. Effect$ of $olida"( obli%atio& pe"fo"+a&ce o" co+pe&$atio&
Berformance of obligation by one of the )oint debtors shall have effects on other )oint
debtors as #ell. The compensation of a creditor by a debtor shall produce effects on other
debtors as #ell.
A"ticle ,)/. Reductio& of $olida"( obli%atio&
!f the same person is a creditor and a )oint debtor, then the indebtedness of other )oint
debtors shall be reduced by the debt portion of such )oint debtor.
A"ticle ,)5. Effect$ of "eceivi&% pa"tial pa(+e&t
(1) The creditor, #ho receives separately a partial payment from one of the debtors,
#ithout reserving solidarity or his rights in general in the receipt, shall not #aive the solidarity,
e"cept for this particular debtor.
() !t is not presumed that the creditor has #aived the solidarity in favor of a debtor,
#hen he receives from such debtor an amount equal to the share due, if in the receipt it is not
specified that such amount #as received to cover the debtor,s share.
A"ticle ,)6. I&ad+i$$ibilit( to i&vo;e ce"tai& e7ceptio&$ -ith "e$pect to ?oi&t debto"$
The actions that intervene only #ith respect to one )oint debtor, shall have effect only on
that particular person, unless the obligation contents provides other#ise.
A"ticle ,*8. :aive" of $olida"it( -ith "e$pect to o&e of the debto"$
The creditor, #ho has #aived the solidarity #ith respect to one of the debtors, shall
maintain the )oint action against other debtors, deducting the debt portion of the debtor #ho has
been e"empt of solidarity.
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A"ticle ,*#. Actio& a%ai&$t a ?oi&t debto"
(1) 9hen the creditor brings an action against one of the debtors for recovery of his
share, it shall not be implied the #aiver of solidarity in favor of such debtor, if the debtor did not
admit the action or if no final decision #as ta.en in virtue of #hich the action #as admitted.
() (ummoning a )oint debtor to the Court does not e"clude the right of the creditor to
summons other )oint debtors to the Court.
A"ticle ,*'. Effect$ of c"edito"@$ o" debto"@$ dela(
(1) CreditorDs delay to one of the )oint debtors shall have effects on other debtors as #ell.
() ;elay of one )oint debtor shall have no effects on other )oint debtors.
A"ticle ,*). Obli%atio&$ of the ?oi&t debto"$H $ucce$$o"$
!f any )oint debtor has more that one successors, such successors shall be bound to
perform the obligation in proportion to their successional share. The present rule shall not be
applicable in case of indivisible obligation.
A"ticle ,**. Recou"$e actio& i& ca$e of obli%atio& pe"fo"+a&ce b( o&e of the ?oi&t debto"$
(1) The debtor, #ho performed the obligation, has the right to bring a recourse action
against other )oint debtors for their shares of the obligation.
() 9hen it is impossible to establish the e"tent of debtorsD obligations, the debtors are
mutually liable to equal shares.
A"ticle ,*,. Co+pe&$atio& of the ?oi&t debto"
!f one of the )oint debtors realizes a benefit from a solidary obligation, the solidary co%
debtor, #ho doesnDt receive benefits, may claim, in case he performs the obligation,
reimbursement of the paid amount #ithout having his share of the obligation reduced.
A"ticle ,*.. Effect$ of i&abilit( of a ?oi&t debto" to pa(
!f one of the )oint debtors cannot repay his part of the service because of his inability to pay,
the other )oint debtors, including the debtor, #ith respect to #hom the creditor #aived solidarity,
shall bear the unpaid share in equal parts, unless the La# or the contract stipulate other#ise.
A"ticle ,*/. E7ceptio&$ oppo$ed to the co9debto"
The )oint debtor pursued by the co%debtor, #ho has performed the obligation, may oppose
him the common e"ceptions that #ere not opposed to the creditor by the debtor, #ho has
performed the obligation.
A"ticle ,*5. u$pe&$io&3 ce$$atio& o" e7pi"( of the p"e$c"iptio& pe"iod -ith "e%a"d to a
?oi&t debto"
(uspension, cessation or e"piry of the prescription period #ith regard to a )oint debtor
shall have no effects on other debtors.
A"ticle ,*6. Rep"e$e&tatio& of ?oi&t co9debto"$
Coint co%debtor shall represent other co%debtors in all actions aimed at redeeming or
reducing the obligation.
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Section 4. P#,!"#it* o+ o(-ects A#te!n"ti'e o(#i$"tions "n) o.tion"# o(#i$"tions.
A"ticle ,,8. Notio& of alte"&ative obli%atio&
&n obligation shall be considered alternative in case it refers to t#o or more principal
services and the redemption of one of them discharges the debtor completely.
A"ticle ,,#. The "i%ht to choo$e the $e"vice
(1) The debtor has the right to choose the service, if such right hasnDt been e"pressly
assigned to the creditor.
() !f the party entitled to choose the service didnDt ma.e the choice during the e"tra%
term granted after the establishment of delay, the right to choose the service shall be assigned to
other party.
($) & party shall ma.e 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.
A"ticle ,,'. I&te"dictio& of pa"tial $e"vice
The debtor has no right to and cannot be obliged to perform a part from one service and a
part from another one.
A"ticle ,,). Effect of i+po$$ibilit( of pe"fo"+a&ce i& ca$e the choice belo&%$ to the debto"
(1) !n case one of the services can not be performed, the debtor, #ho has the right to
choose the service, shall perform the remaining service.
!f, under the same conditions, both services become impossible to perform and the
impossibility of performance of any of them is due to the debtorDs fault, such debtor is to
reimburse the creditor to the value of the ultimate service.
A"ticle ,,*. Effect of i+po$$ibilit( of pe"fo"+a&ce i& ca$e the choice belo&%$ to the c"edito"
(1) 9hen one of the services is impossible to perform, the creditor, #ho has the right to
choose a service, shall accept the remaining service, e"cept the case #hen impossibility of
performance is due to debtor,s fault.
() Creditor has the right to claim either the e"ecution in .ind 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 debtorDs fault.
($) !f, under the same conditions, both services become impossible to perform and the
impossibility to render any of them is due to the debtorDs fault, the creditor may claim the
reimbursement of the damage resulting from non%performance of any of the services.
A"ticle ,,,. Optio&al obli%atio&$
(1) &n obligation shall be considered optional, if it has only one principal service, the
debtor of #hich may release himself by rendering another service.
() The debtor shall be released, if the principal service becomes impossible to perform,
through no fault of the debtor.
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C!APTER III. T"a&$fe" of debt$ a&d a$$u+ptio& of debt$
Section 1. T!"ns+e! o+ )e(ts
A"ticle ,,.. Ge&e"al p"ovi$io&$ o& t"a&$fe" of debt$
(1) The holder (assignor) may transfer an assignable and determinable debt to a third
party (assignee) on a contract basis. <rom the moment of such contract conclusion, the assignee
shall substitute the assignor in all rights resulting from such debt.
() Transfer of debt shall not pre)udice the rights of the debtor nor it shall ma.e his
obligation more onerous.
($) The assignor shall deliver to the assignee the debt%related documents and shall
provide him #ith all information necessary to carry out the debt.
(') The follo#ing debts shall be non%transferable2 debts for receiving the alimony,
reimbursement of the damage caused to the life and health of a person, as #ell as other rights
related to the creditor,s person.
(-) The transfer of debts shall be concluded in the due form established for legal acts,
based on #hich the transferred debt has emerged.
A"ticle ,,/. Co&$e&t of the debto"
& debt holder may transfer the debt to a third party, #ithout debtorDs approval, if such fact
is not contrary to the essence of the obligation, parties, agreement or the la#. &greement #ith
the debtor on inadmissibility of transfer shall produce effects only in case he has a legitimate
interest to that.
A"ticle ,,5. Ri%ht$ t"a&$fe""ed to the a$$i%&ee
(1) ;ebt rights are transferred to the assignee as at the moment of transfer.
() Together #ith transfer of debts, the assignee receives the guarantees and other
additional rights.
A"ticle ,,6. Gua"a&tee of debt validit(
(1) Andorser is responsible to the assignee for the debt validity and its guaranteed means,
but he is not responsible for the debtor,s non%performance, e"cept the cases #hen endorser has
guaranteed the assignee in the favor of the debtor.
() Andorser is responsible also for the obligation e"ecution by the debtor, in case of
debts, resulting from securities payable to order.
A"ticle ,.8. E7ceptio&$ oppo$ed b( the debto" to the a$$i%&ee
;ebtor is in right to oppose to the assignee all the e"ceptions, #hich he could oppose to
the endorser until transferring the debt.
A"ticle ,.#. Oppo$abilit( of $e"vice$
(ervices rendered by the debtor are opposed after transfer to the assignee in the favor of
endorser, as #ell as any legal act concluded after transfer bet#een debtor and endorser, related to
the transferred debt, if the debtor has no idea of debt e"istence at the moment of act conclusion.
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A"ticle ,.'. P"io"it( i& ca$e of "epeated t"a&$fe"
!f a debt is transferred several times by the same holder, the first assignee is the creditor.
A"ticle ,.). 1eed o& debt
&ssignee may oppose the content of the deed on debt made by the debtor, if the debtor
didn,t .no# and shouldn,t .no#, at the date of debt transfer, that the deed #as not corresponding
to the reality.
A"ticle ,.*. Notificatio& about t"a&$fe"
(1) !f the endorser sho#s the debtor that he transferred the debt or presents him a #ritten
notification about the debt, the debtor may oppose the debt to the endorser, even in case #hen
transfer didn,t happen or it has no effect.
() >otification may be #ithdra#n only #ith the consent of the ne# assigned creditor.
A"ticle ,.,. T"a&$fe" of othe" "i%ht$
The rules on debt transfer are used in the same #ay in case of transfer of other rights too.
A"ticle ,... T"a&$fe" of debt$3 othe" the& a%"eed b( pa"tie$
The above%mentioned regulations are applied in the same #ay if a debt is transferred
according to the La#, a Court decision or a public authority decision.
SECTION 2. De(t "ss,/.tion
A"ticle ,./. 1ebt a$$u+ptio& f"o+ the c"edito"
(1) & third party according to a contract #ith the creditor may assume a debt. !n this case
the third party assumes the debtor,s place.
() The initial debtor has the right to ob)ect to the contract and perform the obligation
itself.
A"ticle ,.5. 1ebt a$$u+ptio& f"o+ the debto"
!f the debt assumption #as agreed by a contract bet#een the third party and the debtor,
the contract #ill effect only by the creditor,s acceptance
A"ticle ,.6. 0o"+ of debt a$$u+ptio&
The form of debt assumption shall correspond to the form of the legal act, according to
#hich it emerged.
A"ticle ,/8. E7ceptio&$ oppo$ed b( the &e- debto"
The ne# debtor may oppose to the creditor the e"ceptions that result from the relations
bet#een preceding debtor and creditor, but cannot present for compensation a debt belonging to
the initial debtor.
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A"ticle ,/#. Rede+ptio& of "i%ht$ to %ua"a&tee
&s result of debt redemption, the rights to guarantee a debt are redeemed, if those #ho set
up the guarantees do not accept their maintenance.
C!APTER IV. E7ecutio& of obli%atio&$
SECTION 1. Gene!"# .!o'isions
A"ticle ,/'. Ge&e"al co&ditio&$ of obli%atio&$ e7ecutio&
(1) +rounds of e"ecution consist in the e"istence of an obligation.
() =bligations shall be e"ecuted accordingly, honestly, at the established place and
time.
A"ticle ,/). Place of obli%atio& e7ecutio&
!f the place of e"ecution is not determined or does not result from the nature of
obligation, then the e"ecution shall be made as follo#s2
(a) in case of pecuniary obligations, % at creditor,s place of residence or registered office
at the time the obligation emerges3
(b) in case of obligations of a determined individual good transfer * at the place the good
e"ists at the time the obligation emerges3
(c) in case of other obligations * at the place of running the activity related to the
obligation, and if such doesn,t e"ist, at the debtor,s place of residence or registered office.
A"ticle ,/*. Cha&%e of c"edito"@$ o" debto"@$ place of "e$ide&ce3 "e%i$te"ed office
(1) !n case #hen debtor or creditor changed its place of residence, registered office or
place of activity before the date of obligation e"ecution, and announced the other party about this
fact, the obligation shall be e"ecuted at the ne# place of residence, registered office or place of
activity.
() That party #ho changed its place of residence, registered office or place of activity
bears the additional e"penses or ris.s, due to the change of place of residence, registered office
or place of activity.
A"ticle ,/,. 1eadli&e of obli%atio&$ e7ecutio&
(1) Creditor has the right to require anytime the obligation e"ecution, and debtor has to
e"ecute it anytime, if the term of obligation e"ecution is not determined and does not result from
the nature of obligation. !f the obligation of immediate e"ecution does not result from the La#,
contract of nature of obligation, the debtor shall e"ecute this obligation during seven days from
the moment of creditor,s request to do so.
() !f the e"ecution term is determined, it,s considered that the creditor cannot request
the obligation e"ecution in advance, but the debtor can e"ecute the obligation in advance, if
creditor has no solid grounds for refusing the e"ecution. !n case the creditor refuses the
e"ecution in advance, he has to inform immediately the debtor and ta.e all necessary measures
to avoid damaging the debtor
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A"ticle ,/.. C"edito"@$ "i%ht to "e>ui"e the obli%atio& e7ecutio& i& adva&ce
Aven if an e"ecution term is established in the favor of the debtor, the creditor can
request an immediate e"ecution of the obligation, if the debtor is unable to pay or reduced the
guarantees agreed before, or couldn,t present them, as #ell as in other cases stipulated by the
la#.
A"ticle ,//. 1ebto"@$ "i%ht to po$tpo&e the e7ecutio&
;ebtor has the right to postpone the e"ecution, if and only if, honestly, he cannot
determine to #hom he has to e"ecute the obligation.
A"ticle ,/5. E7ecutio& of co&ditio&al obli%atio&$
!f the effects of a legal act depend on a condition fulfillment, the obligation becomes due
in the day of its sudden emerge.
A"ticle ,/6. Pe"$o&$ e&titled to "eceive the e7ecutio&
(1) ;ebtor has to e"ecute the obligation to the creditor or its authorized person, or the
person authorized by the la# or Court decision.
() !f the e"ecution #as made to an unauthorized person, the obligation is considered
e"ecuted if the creditor confirms it of someho# benefits from it.
A"ticle ,58. Pa(+e&t +ade i& "e$pect of a& i&capable c"edito"
!f a creditor is incapable, the payment made in his respect is invalid e"cept the case the
debtor demonstrates that the payment made helped the creditor.
A"ticle ,5#. Obli%atio& e7ecutio& b( a thi"d pa"t(
(1) & third party may e"ecute an obligation, if the La#, contract or nature of obligation
does nor stipulate that the debtor shall e"ecute the obligation personally. !n this case, creditor has
to accept the e"ecution proposed by a third party instead of the debtor. The third party shall
propose the e"ecution in favor of the debtor and not only to change the creditor.
() The creditor may refuse the e"ecution proposed by the third party, if the debtor is
against such an e"ecution.
A"ticle ,5'. ati$factio& of c"edito"@$ debt$ b( a thi"d pa"t(
!f the creditor sub)ects a good belonging to the debtor to obliged e"ecution, then any
person, being under the ris. of loosing certain rights on the good, is entitled to satisfy the
creditor,s debts #ithout debtor,s consent. The third replaces the creditor by satisfying the
mentioned debts.
A"ticle ,5). E7ecutio& of pecu&ia"( obli%atio&
(1) 0oney obligation is e"pressed in national currency. The parties may agree on
pecuniary obligations in foreign currency, if the la# doe not stipulate other#ise.
() !f the pecuniary obligation e"pressed in foreign currency shall be e"ecuted on the
territory of the country, e"ecution may be accomplished in national currency, e"cept the case
#hen e"ecution in foreign currency #as stipulated in advance. The e"change rate of the >ational
@an. #ill be ta.en into consideration at the time of obligation e"ecution.
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A"ticle ,5*. e"vice i& ca$e of e7cha&%e "ate +odificatio&
(1) !f the e"change rate of the paying currency has modified in respect of the account
currency before the date of pecuniary obligation payment, the debtor shall pay according to the
e"change rate e"isting at the time of e"ecution, if the contract does not stipulate other#ise. !n the
case of a monetary reform the currency e"change rate e"isting at the date of monetary reform
shall be applied.
() The delaying party bears the ris. of the paying currency e"change rate fluctuation.
A"ticle ,5,. I&te"e$t "ate
&n interest equal to the >ational @an. refinancing rate is paid if, according to the la# or
contract, the obligation has an interest, if the la# or contract does not stipulate another rate.
A"ticle ,5.. P"io"it( of pa(+e&t$ "edee+ed b( the debto"
(1) !f the debtor o#ns 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
redeemed3 and if the debtor does not define it, then the debt become due first is redeemed.
() !f the debts become due at the same time, the more burden debt for the creditor shall
be redeemed first. !f the debts are equally burden, then the debt offering the creditor the most
reduced guarantee shall be redeemed first.
($) Bayment is shared proportionally to all obligations if none of the proposed criteria
can be applied.
(') =n the account of the debtor,s payments that are insufficient to cover the in full the
due debt, the e"penses for the trial are covered first of all, after that * the interests and other
payments, and finally the main obligation (capital).
A"ticle ,5/ E7ecutio& of obli%atio& b( i&$tall+e&t$
(1) !f out of the la#, the contract or the nature of the obligations does not come out
anything else, the debtor can e"ecute the obligation by installments only by creditor,s consent.
() !f there is a litigation in relation to a part of the obligation, the creditor can not refuse
the part #hich is not in the litigation proposed by the debtor, the e"ception being the case #hen,
because of the non%performance or mise"ecution of a part in the litigation of the obligation, the
creditor loses the interest for the #hole service.
A"ticle ,55 Refu$al of a&othe" $e"vice
The creditor is not obliged to accept another benefit than the o#ed one. This rule is
applied even in the case #hen the proposed service has a bigger value.
A"ticle ,56 Iualit( $ta&da"d
!f the quality of the benefit is not e"pressly determined in the contract, the debtor is
obliged to e"ecute the benefit at least of the medium quality.
A"ticle ,68 Be&efit i& ca$e of %e&e"icall( $pecified %ood$
!f the o#ed ob)ect is only generically specified, the debtor is responsible, as long as the
e"ecution from the same .ind of goods is possible, for non%performance of the obligation, even if
the non%performance is not due to the debtor,s guilt.
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A"ticle ,6# Co&$u+e" c"editi&% co&t"act
(1) & sales contract constitutes together #ith the crediting contract a united
(interdependent) act, #hen the credit is meant to finance the purchase price and both contracts
need to be considered as an economical unit. &n economical unit e"ists especially #hen the one
#ho offers the credit uses the cooperation of the seller for the crediting contract preparing and
signing.
() The debtor, #ithin a consumer crediting contract, can refuse credit reimbursement, to
the e"tent at #hich the e"ceptions flo#ing out of the onerous contract tied #ith the crediting
contract #ould )ustify the refusal of the benefit to the seller.
A"ticle ,6' E7ecutio& co$t$
A"ecution costs are covered by the debtor if the la# or the contract does not stipulate
anything else.
Section 2. C!e)ito!0s )e#"*
A"ticle ,6) The &otio& of c"edito"@$ dela(
(1) The creditor is in delay #hen he does not accept, #ith no legal ground, the falling
due benefit #hich is offered to him.
() !f for the e"ecution of the benefit an action on creditor,s part is needed, he is
considered to be in delay if the benefit is offered and he does not underta.e that action.
($) The debtor can not be in delay at the e"tent at #hich the creditor is in delay.
A"ticle ,6* Te+po"a"( i+po$$ibilit( to "eceive e7ecutio&
!f the e"ecution deadline is not stipulated or if the debtor has the right to e"ecute the
obligation before the deadline, the creditor is not in delay if he, during 5 days, is deprived of the
possibility to accept the offered benefit, e"ception being the case #hen the debtor informed
beforehand about the e"ecution.
A"ticle ,6, C"edito"@$ co+pe&$atio& obli%atio&
The creditor is obliged to compensate the damage caused to the debtor by means of delay
in benefit acceptance.
A"ticle ,6. 1ebto"@$ liabilit( i& ca$e of c"edito"@$ dela(
!f 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.
A"ticle ,6/ Effect$ of the c"edito"@$ dela(
(1) !ndifferent of the guilt of the creditor in delay, the latter2
a) is obliged to repay the debtor the supplementary e"penses needed for the .eeping
the ob)ect of the contract and those related to the e"ecution offering3
b) ta.es the ris. of deterioration or fortuitous loss of the goods3
c) can not benefit by interests for the money debt to him.
() !f 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 creditor,s delay.
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Section 3. P!otection o+ te !i$t to o(#i$"tion e1ec,tion
A"ticle ,65 1ebto"@$ "i%ht to f"ee=e hi$<he" debt
The creditor #ho has serious and legal interest can ta.e all necessary or useful measures
#ith the vie# to freezing his rights.
A"ticle ,66 Obli>ue actio&
(1) The creditor #hose debt is sure, liquid and due, in the name of his:her debtor, e"erts
his:her rights and actions, if the debtor, in the detriment of the creditor, refuses or omits to e"ert
them.
() The creditor can not e"ert rights and actions #hich are debtor,s private ones
e"clusively.
($) The debt needs to be liquid and due at least at the moment of the action e"amination.
A"ticle .88 E7ceptio&$ oppo$ed to the c"edito" -ho $ta"t$ the obli>ue actio&
The one against #ho the oblique action is started, opposes to the creditor all e"ceptions
#hich could be opposed to the proper creditor.
A"ticle .8# Effect$ of the obli>ue actio&
&ll goods obtained on the basis of the oblique action become the patrimony of the debtor
and benefit to all his:her creditors.
C!APTER V. Effect$ of No&9pe"fo"+a&ce of Obli%atio&$
A"ticle .8' Liabilit( fo" &o&9pe"fo"+a&ce of the obli%atio&
(1) !f the debtor does not e"ert 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.
() >on%performance includes any violations of obligations, inclusive inadequate or
delayed e"ecution.
($) Compensation of the damage caused by delay or any other inadequate e"ecution of
the obligation does not e"empt the debtor of the e"ecution of the obligation in .ind, e"ception
being the cases #hen, due to ob)ective circumstances, the creditor loses the interest in the
e"ecution.
(') Creditor,s right to request compensations instead of the benefit is e"erted #ithin the
supplementary conditions of article 487 of the present Code. Creditor can request compensations
for the delay of the obligation e"ecution only #ithin the supplementary conditions on delay
stipulated in article 415 of the present Code. !n case of a synallagmatic contract, creditor can
request compensations for the non%performance of the obligation only after a resolution
according to article 5$6 of the present Code.
A"ticle .8) 1ebto"@$ %uilt
(1) The debtor is responsible only for the fraud (intention) or guilt (imprudence or
negligence), if the la# or the contract do not stipulate other#ise or if out of the contents or the
nature of the relation does not result anything else.
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() &ny stipulation that e"empts beforehand the debtor of the responsibility in case of a
fraud or severe guilt is null.
A"ticle .8* Liabilit( fo" the actio& of the le%al "ep"e$e&tative a&d the $uppo$ed
The debtor is liable for the guilt of its representative and those persons to #hom he
entrusted the e"ecution of the contract at the same e"tent as for his o#n guilt, if the la# does not
stipulate the third party to be liable. (tipulations of line ($), &rticle 48$ of the present Code can
not be applied.
A"ticle .8, Liabilit( fo" the i+po$$ibilit( of ob?ect pu"cha$e
!f the o#ed ob)ect needs to be bought by the debtor, the latter #ill be responsible for the
impossibility of purchase even if it is not due to his guilt, if the la# or the contract do not
stipulate other#ise.
A"ticle .8. 0o"ce +a?eu"e
(1) >on%performance of the obligation is not imputable to the debtor if it is not due to
force ma)eure, if its occurrence or effects could not be .no#n by debtor at the moment of
obligation appearance or if the debtor could not hinder or remove the occurrence of force
ma)eure or of its consequences.
() !f force ma)eure is only temporary, it can be invo.ed only in the period in #hich it
has effects on obligation e"ecution.
($) !f debtor can not e"ecute due to force ma)eure, he is obliged to notify the creditor on
these circumstances and effects on the obligation e"ecution. !f the notification did not reach the
creditor #ithin reasonable terms from the date at #hich the debtor learned or #as supposed to
learn about force ma)eure, he is liable for the damage caused by lac. of notification.
(') (tipulations of this article do not impede the creditor from as.ing contract resolution,
obligation e"ecution or interest payment.
A"ticle .8/ Re$to"atio& of the p"ee7i$ti&% $ituatio&
(1) The one obliged to compensate for the damage needs to restore the situation #hich
#ould have e"isted if damage causing circumstance #ould have not occurred.
() !f by corporal or health damage the labor capacity of the in)ured is lost or diminished
or if by damage an increase in his needs occurs, the in)ured one is compensated by fi"ing a
monthly rent in money. The volume of the rent is established depending on the predictable
situation and in accordance #ith the rational e"pectations of the incomes of the in)ured one.
($) The in)ured one has the right to request, in advance, medical care costs. This
provision is applicable also if a professional re%training is needed.
(') !nstead of the rent, the in)ured one can request compensation (global) in capital if
there is a solid ground.
A"ticle .85 I+po$$ibilit( to e7ecute i& ;i&d
!f situation restoration in conformity #ith provisions of the paragraph (1), article 485 of
the present Code is not possible or is possible only #ith disproportional e"penditures, the
creditor is compensated #ith money.
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A"ticle .86 Co+pe&$atio& i&$tead of be&efit
(1) !nstead of benefit creditor can request compensation only #hen he formerly set to the
debtor, #ith no success, an adequate term for benefit e"ecution. !f a term #as not set or the set
term is #ith no )ustification short, an adequate term is considered as set.
() (ummons is not necessary if it is obvious that it could not be started, especially if the
term stipulated in line ($), article 415 of the present Code is e"ceeded, and the obligation #as not
e"ecuted, or if there are special circumstances that )ustify the immediate capitalization of the
compensation right, ta.ing into account interests of both parties.
($) !f the creditor has the right to compensations for integral non%performance of the
obligation, he can request compensations instead of the #hole benefit, if he has no interest in
partial benefit. <or restoration of the benefits that have already been e"ecuted, provisions of
article 5$7 of the present Code can be adequately applied.
(') =nce the creditor requires compensation instead of obligation e"ecution, the right to
e"ecution of the obligation is e"cluded.
(-) Compensations are provided as a global amount of money. >evertheless,
compensations as periodical payments, depending on the nature of the damage, can be provided.
Compensations as periodical payments are inde"ed according to the inflation rate.
A"ticle .#8 Co+pe&$atio& e7te&t
(1) Compensation o#ed by the debtor for non%performance covers the effective damage
caused to the creditor as #ell as the revenue the creditor could have produced.
() >ot produced is the revenue that could have been e"pected to be produced in
conditions of a normal behavior on the side of the author of the damage in normal circumstances.
($) =nly the damage #hich is a direct effect of non%performance can be compensated.
(') Compensation does not e"tent on the damage #hich, according to the debtor,s
e"perience, could not be rationally foreseen #ithin an ob)ective assessment.
(-) !f the non%performance is caused by a #illful misrepresentation, the debtor is liable
also for the unpredictable damage.
A"ticle .## E$tabli$h+e&t of the da+a%e e7te&t
9hen establishing the damage e"tent, creditor,s interest in adequate e"ecution of
obligation must be ta.en into account. ;ecisive for this estimation are the place and the time
stipulated for the contractual obligations e"ecution.
A"ticle .#' The %uilt of the ?u$tified pa"t( -he& the da+a%e occu"$
(1) !f, #hen the damage or other obligation of compensation occurs, the guilt of the
)ustified for the compensation or reimbursement vied, the e"istence and e"tinction of
compensation obligation depend on circumstances, and especially on the e"tent to #hich the
damage is caused by one or the other particle
() This provision is applicable also #hen the guilt of the harmed is restrained to the fact
that he failed to avert or diminish the damage.
A"ticle .#) Re$titutio& of the eco&o+i=ed i& ca$e of liabilit( libe"atio&
!f 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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A"ticle .#* Re$titutio& of the co+pe&$atio&
(1) !f the debtor uses the right to refuse the e"ecution of the obligation and obtains a
compensation or has a right to compensation for the due ob)ect, as a result of the situation #hich
)ustifies his right to ob)ect, the creditor can claim the restitution of those obtained as
reimbursement or the yielding of the compensation right.
() !f the creditor claims compensations instead of obligation e"ecution, these are
reduced #ith the value of the already obtained reimbursements or suitable to the right to
compensations, if the creditor too. advantage of the right stipulated in line (1) of the present
&rticle
A"ticle .#, The ce$$io& of the debt "e%a"di&% da+a%e "ecove"(
The person #ho must repair the damage caused by the loss of an asset, is obliged to
perform that only in e"change for the cession of the debt #hich the in)ured part, as the o#ner of
the asset, has versus a third particle
A"ticle .#. Recove"( of &o&9pat"i+o&ial da+a%e$
(1) <or a damage, #hich is not patrimonial, recovery in money, in cases stipulated by the
la#, could be claimed.
() !n case of bodily or health damage as #ell as in case of imprisoning, the in)ured 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.
A"ticle .#/ etti&% the debto" i& dela(
(1) !f the debtor does not e"ecute the obligation as the transmitted summons after the
settling day on creditor,s side, the debtor is considered in delay as a result of summons.
() (ummons is not necessary if2
(a) a date is scheduled for obligation e"ecution3
(b) before the e"ecution of the obligation an event must ta.e place, and the period for the
e"ecution of the obligation is settled so that it could be calculated in calendar terms from the date
#hen the event ta.es place3
(c) the parties e"pressly agreed that the debtor is in delay at the e"piry of the term #hen
he #as supposed to e"ecute, #ithout any formality3
(d) the obligation, by its nature, could not have been performed other#ise than in a
determinate term, #hich the debtor let e"pire #ithout e"ecution3
(e) the debtor of the obligation #ith successive e"ecution repeatedly refuses or omits to
e"ecute it3
(f) the obligation not to perform is not discussed3
(g) it is obvious that the summons #ill not bear any results3
(h) because of grounded reasons and ta.ing into account interests of both parties, the
passing into delay is )ustified3
(i) the debtor declared in #riting that he does not #ant to e"ecute the obligation.
!n the above%mentioned cases #ith letters (a) and (b) null is any agreement upon a term
that can seriously damage one of the parts.
($) The debtor is in delay if he does not e"ecute the obligation during $8 days from the
settling day and chec.ing in a payment note or another similar payment invitation. This is
applied on the consumer debtor only if in the payment note or in the similar payment invitation
there is a specific provision regarding these effects.
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(') The debtor is not in delay as long as the benefit did not ta.e place because of some
circumstances #hich are not imputable on the debtor.
A"ticle .#5 Liabilit( du"i&% the dela( pe"iod
;uring the delay the debtor is liable, even in the case of legal or contractual limitation of
the liability, for any negligence or imprudence. 1e is also liable for the fortuitous case, but not
also #hen the damage #ould occur even if the e"ecution of obligation #ould have been done in
time.
A"ticle .#6 I&te"e$t fo" the dela(
(1) !n case of money obligations, interest for the delay period is imposed. ;elay interest
represents five per cent over the interest rate provided in article -6- of the present Code, if the
la# or the contract do not stipulate other#ise. Avidence of a lo#er damage is allo#ed.
() !n case of legal papers at #hich a consumer does not ta.e part, the interest is of nine
per cent over the interest rate provided by article -6- of the present Code, if the la# or the
contract do not stipulate other#ise. Avidence of a lo#er damage is not allo#ed.
($) !n the case #hen the creditor can claim on the basis of legal grounds higher interest,
these interests #ill need to be paid further on. The invocation of the right on recovery of another
damage is not e"cluded.
(') ;elay interests are not applied for interests.
A"ticle .'8 No&9pe"fo"+a&ce of the obli%atio& to pe"fo"+
!n case of non%performance of obligation to perform, the creditor has the right to e"ecute
it himself or to entrust its e"ecution to a third party, the costs being covered by the debtor or to
claim recovery payment, if nothing else is stipulated in the la#, contract or comes out from the
nature of the obligation.
A"ticle .'# No&9pe"fo"+a&ce of the obli%atio& &ot to pe"fo"+
(1) !n case of non%performance of the obligation not to perform, the debtor is obliged to
reimburse for the simple fact of a contravention.
() The creditor can claim that everything performed #ithin the violation of the
obligation is destroyed or to authorize to destroy it himself, the costs being covered by the
debtor.
A"ticle .'' No&9pe"fo"+a&ce of the obli%atio& to ha&dle ove" a& a$$et
(1) !n 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.
() Creditor,s right to claim the handing over of the asset stops, if the asset has been
already handed over to a third party, #ho has the same right. !f the asset #as not handed over,
the preference right belongs to the creditor for #hose benefit the obligation started earlier, and if
this thing can not be determined, the preference right goes to the one #ho #as the first to start
the action.
A"ticle .') Adaptatio& of the co&t"act i& ca$e of ci"cu+$ta&ce$ +odificatio&
(1) !f the circumstances, that constituted the basis for the contract signing, considerably
changed after the contract has been concluded, and the parties #ould have not signed the
contract or #ould have signed it in other conditions if they could foresee the change, adaptation
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of the contract can be requested, to the e"tent at #hich not a party could be claimed, ta.ing into
account all the circumstances of the case, especially contractual or legal ris. repartition, to
maintain the contract unchanged.
() The parties #ill try first to fulfill, in an amiable #ay, the adaptation of the contract.
($) The )ustified party #ill require #ith 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 e"cluded if a party had e"pressly assumed the ris. of circumstances modification.
(') <iling a request on contract adaptation is not a reason for refusal of obligation
e"ecution.
(-) !f the contract adaptation is not possible or can not be imposed on any of the parties,
the disadvantaged party can claim contract resolution. !n case of contracts #ith successive
e"ecution, #ith the time, instead of resolution, it is proceeded to cancellation, on solid grounds
of the contract in accordance #ith article 5'7 of the present Code.
C!APTER VI. Mea&$ to %ua"a&tee the e7ecutio& of the obli%atio&$
Section 1. Pen"# c#",se
A"ticle .'* Ge&e"al p"ovi$io&$ "e%a"di&% the pe&al clau$e
(1) Benal clause is the contractual clause by #hich the parties evaluate in advance the
damage, stipulating that the debtor, in case of non%performance of obligation, #ill pay an amount
of money of any other asset (penalty).
() @y penal clause only a valid debt can be guaranteed.
($) Benal clause can be stipulated in fi"ed amount or as a share of the obligation value
guaranteed by the penal clause or from the part #hich is not e"ecuted.
(') The parties can agree upon a bigger penal clause than the damage.
(-) The debtor is not obliged to pay penalties if the non%performance is not due to his
guilt.
A"ticle .', 0o"+ of the pe&al clau$e
(1) The penal clause must be performed in #riting.
() >on%observance of the #ritten form shall nullify such penal clause.
A"ticle .'. The "i%ht to clai+ othe" "ecove"(
(1) The creditor can not claim at the same time the e"ecution of the benefit and the
payment of the penal clause, if the penalties are not stipulated and for the case #hen the debtor
does not e"ecute the obligation adequately, especially for the case of non%timely e"ecution of the
obligation.
() The creditor has the right to claim damage recovery on the part not covered by the
penal clause (inclusive penal clause). !n cases provided by the la# 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 (e"clusive penal clause).
($) !n case #hen the creditor received the e"ecution, he can claim penalty payment only
if he e"pressly reserves this right #hen accepting the e"ecution.
A"ticle .'/ Pe&al clau$e i& ca$e of i&divi$ible obli%atio&
!f 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 #hether totally from the debtor #ho is guilty
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137
or from each of the co%debtors for the part of the guilty one. !n the latter case each of the co%
debtors has the right of action against the one #ho made the penalty flo#.
A"ticle .'5 Pe&al clau$e i& the ca$e of divi$ible obli%atio&$
(1) !f a divisible obligation is guaranteed by a penal clause, the penalty is divisible too
and flo#s only against the co%debtor #ho did not e"ecute the obligation and only for his part of
the obligation.
() Brovisions of line (1) of the present article are not applicable to solidary obligations.
These can also not be applied if the penal clause #as stipulated for preventing a partial payment
and one of the co%debtors impeded the integral e"ecution of the obligation3 in this case, this
debtor is liable for the #hole penalty, #hile the others for their part of the obligation. !n the latter
case each of the co%debtors has the right to action against the one #ho made the penalty flo#.
A"ticle .'6 Le%al pe&al clau$e
The penalty provided by the la# can not be e"cluded neither diminished in advance by
parties, agreement.
A"ticle .)8 Cu"tail+e&t of the pe&al clau$e
(1) !n e"ceptional cases, ta.ing into account all the circumstances, the court can order
the curtailment of the penal clause #hich is disproportional big. 9hen reducing the penal clause,
not only patrimonial interests of the creditor should be ta.en into consideration, but also others
protected by the la#.
() Curtailment of the penalty is not allo#ed if it #as paid.
Section 2. Te e"!nest /one*
A"ticle .)# Ge&e"al p"ovi$io&$ o& the ea"&e$t +o&e(
(1) The earnest money is an amount of money or another asset #hich a contractual party
transmits to the other party in order to confirm the signing of the contract and its e"ecution. !n
case of doubts the amount paid is considered to be advance money.
() The understanding regarding the earnest needs to be concluded in #riting.
A"ticle .)' I&cludi&% the ea"&e$t o& the accou&t of the be&efit
The earnest is ta.en into account #hen e"ecuting the benefit, but if it #as not performed,
it is paid bac..
A"ticle .)) Ea"&e$t held bac; a&d "e$titutio&
(1) !f for the non%performance of the contract the party that paid the earnest is liable, it is
left #ith the other one. !f 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.
() @esides 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, #hich is not covered by the payment of the earnest, if the contract does not stipulate
other#ise.
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Section 3. De(to!0s $,"!"ntee
A"ticle .)* The &otio& of the debto"@$ %ua"a&tee
;ebtor,s guarantee is the obligation of the debtor for a non%conditional benefit or for a
benefit e"ceeding the proper ob)ect of the contract.
A"ticle .), Gua"a&tee validit(
&cceptance of a guarantee produces effects #hen it does not run counter to the legal
provisions or #hen the debtor does not oblige himself in an e"aggerated #ay.
A"ticle .). The fo"+ of the %ua"a&tee
+uarantee produces effects only #hen it is performed in #riting.
Section 4. Rese!'"tion
A"ticle .)/ Ge&e"al p"ovi$io&$ o& "e$e"vatio&
(1) The one #ho is due to remit or restore an asset can reserve it, in cases stipulated by
the la#, as long as the creditor does not compensate him for the necessary and reasonable
e"penditures done for that asset and for the damages caused by it.
() & reservation can also guarantee a debt, #hich is not, although, directly liaised #ith
the o#ned asset, but is based on an obligation, #hose both parties are traders.
($) The right for reservation is removed if the creditor offers a real guarantee, #hich is
considered ample by the court or registers the claimed amount.
($) Brovisions of lines (1) and () of the present article are applicable at the e"tent at #hich it
#as not stipulated other#ise in the contract.
A"ticle .)5 E7clu$io& of the "e$e"vatio& "i%ht
(1) /eservation right can not be e"erted if the asset held is due to an illegal deed, is
abusive or if the good is imperceptible.
() &lso, reservation right can not be invo.ed by a dishonest one, e"ception being the
cases stipulated by the la#.
A"ticle .)6 Oppo$abilit( of the "e$e"vatio& "i%ht
(1) /ight to reservation is opposable to third parties #ith no fulfillment of other publicity
formalities.
() !n all cases, the right to reservation can not be opposed to creditors #ho started
enforceable performance against the debtor.
($) ;ispossession of goods against the #ill does not annihilate the right to reservation.
The party that e"erts this right can claim the good, ta.ing into account the rules regarding the
limitation.
A"ticle .*8 Obli%atio& fo" p"e$e"vi&% of the %ood a&d f"uit$ a&d i&co+e$ pe"ceptio&
/etention unit needs to preserve the good #ith the diligence of a s.illed householder. 1e
#ill collect fruits, being made to charge them upon his debt.
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A"ticle .*# E7ti&ctio& of the "e$e"vatio& "i%ht
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 bac. the goods on the basis of the same legal
reason.
C!APTER VII. Obli%atio&$ E7ti&ctio&
A"ticle .*' Effect$ of obli%atio& e7ti&ctio&
(1) @y e"tinction of obligations the legal relations bet#een parties stop, in the part #hich
is related to the e"tinct obligation.
() !f the obligation is e"tinct, the debtor is not obliged to pay the interest and penalties
or to compensate for the damage.
Section 1. E1tinction o+ o(#i$"tion (* e1ec,tion
A"ticle .*) Effect$ of e7ecutio&
(1) The e"ecution discharges the obligation only if it is adequately performed to the
creditor.
() The obligation discharges also if the creditor accepts another e"ecution instead of the
due one (payment offering). !n this case the debtor is liable for the vices of the benefit the same
as the seller for the sales.
($) !f the creditor accepts the e"ecution of the obligation, the tas. to prove the non%
performance lays then #ith the creditor.
(') !n case of main obligation e"tinction, fide)ussion, mortgage or collateral and other
accessory rights shall e"tinct to the e"tent to #hich they do not subsist in the )ustified interests of
third parties.
A"ticle .** The "i%ht to "eceive "eceipt a&d o"i%i&al le%al ba$e
(1) The debtor #ho e"ecutes the obligation has the right to receive a receipt and the right
to request his original legal base. !n case of impossibility to request a receipt from the creditor,
the debtor can ma.e the proof of the payment #ith any means of evidence.
() !n 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 e"tinction of the
obligation. &ll e"penditures in this case shall be covered by the creditor.
($) !f the creditor refuses to issue the receipt or to restore the original legal base, the
debtor has the right to refuse the e"ecution. !n this case the creditor is in delay.
(') !f the creditor issued a receipt regarding the payment of the basic debt, it is presumed
that interests and e"penditures #ere paid.
Section 2. E1tinction o+ te o(#i$"tion (* consi$nin$
A"ticle .*, Ge&e"al p"ovi$io&$ o& co&$i%&i&%
(1) !f the creditor is in delay or, by reasons, #hich are imputable on him, the debtor does
not .no# the identity or the domicile of the creditor, the debtor can deposit the money, personal
assets or other documents and )e#elry at a ban. or at a notary.
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() !f the goods, #hich #ill be consigned, are deposited at the post office, they are
considered consigned from the moment of being put at the post office.
($) The consigning discharges debtor,s obligation even #hen the goods or their
equivalent can not be transmitted to the creditor any more.
(') <rom the moment of the consigning the ris.s 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.
A"ticle .*. i+ulta&eou$ e7ecutio& of obli%atio&$
!f the e"ecution of the obligation by the debtor is conditioned by the simultaneous
e"ecution of an obligation by the creditor, the debtor has the right to condition the delivery of the
goods consigned #ith the e"ecution of the obligation by the creditor.
A"ticle .*/ Place of co&$i%&+e&t
(1) The debtor is obliged to deposit the goods at the place of obligation e"ecution. !f the
debtor consigned the goods in another place, he is obliged to compensate for the damage caused
by this fact.
() The debtor is obliged to inform immediately the creditor on the consigning,
e"ception being the cases #hen it is impossible to e"ecute this obligation. The debtor is obliged
to compensate the damage caused to the creditor by not informing the latter on the consigning.
A"ticle .*5 1ebto"@$ "i%ht to the "e$titutio& of the co&$i%&ed a$$et
(1) The debtor has the right to request the restitution of the consigned goods.
() /estitution of the consigned goods is not allo#ed if2
(a) The debtor gave up e"pressly on the restitution right at the moment of consigning3
(b) The creditor declared to the institution #here the goods are deposited that he accepts
them3
(c) !f at the institution #here the goods are deposited a final court decision, by #hich the
consigning is found legal, is offered3
(d) There is a la#suit against the debtor for declaring the latter in the state of insolvency.
($) !f the consigned asset is restored to the debtor, the consigning is considered not to
have ta.en place (is repealed #ith retroactive effect).
A"ticle .*6 E7pe&ditu"e$ o& co&$i%&i&%
A"penditures related to the consigning are covered by the creditor, e"ception being cases
#hen the debtor too. over the consigned goods.
A"ticle .,8 E7ti&ctio& of the co&$i%&i&% at the li+itatio& te"+ e7pi"(
&t the e"piry of the term of three years from the moment #hen the creditor found out or
#as supposed to find out about the consigning, he loses the right to ta.e over the goods. !n 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. E1tinction o+ te o(#i$"tion (* co/.ens"tion
A"ticle .,# Co+pe&$atio&
(1) The obligation discharges by the compensation of an opposed, sure, liquid, of the
same .ind and due debt.
() +race offered for the payment of a debt does not impede the compensation.
($) The compensation is also possible #hen the debts are not falling due and the holders
of the debts consent.
(') The compensation is made by a declaration for the other particle The declaration is
null if it is affected by modalities.
A"ticle .,' Co+pe&$atio& of the &o&9e>uivale&t debt$
!f the compensated debts are not equivalent, only the integrally covered debt is
discharged.
A"ticle .,) Co+pe&$atio& of public debt$
The debt of the state or of the administrative%territorial units, #ith the e"ception of the
fiscal debt, can be discharged by compensation only #hen the obligation for the budget, #hich
must satisfy the debt of the person #ho requests the compensation, #ill be e"ecuted.
A"ticle .,* Co+pe&$atio& of the debt -ith diffe"e&t e7ecutio& place$
!f the debts that are to be compensated have different e"ecution places, the party that
requests the compensation is obliged to compensate for the damage caused to the other party by
the fact that the e"ecution can not be received or the obligation can not be e"ecuted at the agreed
place.
A"ticle .,, Co+pe&$atio& of a "a&%e of debt$
!f there is a person #ho has more debts that could be discharged by compensation, the
party that requests the compensation can decide upon the debts to be compensated. !f the debts
that are being compensated are not stipulated in the compensation request or the other party
ob)ects #ith no delay, rules on payments priorities are applied.
A"ticle .,. Co+pe&$atio& i& ca$e of clai+ ce$$io& o" debt ce$$io&
(1) !n case of a claim cession, the debtor has the right to oppose to the ne# creditor his
claim to#ards the old creditor, if the falling due of this claim ta.es place before the receipt of the
notice on the cession, if the falling due is not sho#n or if the e"ecution could be requested any
time.
() !n case of the debt ta.e over, the ne# debtor does not have the right to oppose a
claim that belongs to the old debtor.
A"ticle .,/ Co+pe&$atio& of $olida"( obli%atio&$
(1) & )oint debtor can not compensate creditor,s debt to another co%debtor, e"ception
being the part of the latter in the solidary debt.
() The debtor, the solidary one inclusive, can not oppose to the )oint creditor the
compensation of the co%debtor,s debt the latter has for him, #ith the e"ception of the latter,s part
in the solidary claim.
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A"ticle .,5 Co+pe&$atio& i& ca$e of a fide?u$$io&
<ide)ussor can oppose the compensation of #hat the creditor o#es to the debtor, and the
debtor can not oppose to the creditor the compensation of the creditor,s debt for a fide)ussor.
A"ticle .,6 I&ad+i$$ibilit( of co+pe&$atio&
Compensation of the claims is not allo#ed2
(a) 9ith an e"pired limitation term3 this rule is applicable if the limitation term e"pired
after the date at #hich the claim #ith an e"pired limitation term could have been compensated3
(b) /egarding the recovery of the damage caused by health harm or by death
determining3
(c) /egarding the payment of the alimony3
(d) 9hen the ob)ect of the benefit is an imperceptible asset3
(e) /egarding life maintenance3
(f) 9hen it #as e"cluded from the contract3
(g) 9hen the obligation started from an illegal prepense deed3
(h) !n other cases provided by the la#.
Section 4. Ote! !e"sons +o! e1tinction o+ o(#i$"tions
A"ticle ..8 E7ti&ctio& of debt
The obligation is discharged if a single person is creditor and debtor. !n some cases, if the
e"tinction no longer e"ists, its effects also stop e"isting.
A"ticle ..# The effect of the e7ti&ctio& o& the fide?u$$io&
The e"tinction that operates for the combining of the qualities of debtor and creditor of
the same person, profits the fide)ussor. @y combining the quality of being fide)ussor and creditor
or fide)ussor and debtor, the main obligation is not discharged.
A"ticle ..' 1ebt "e+ittal
(1) The obligation is discharged if the creditor, on the basis of an understanding #ith the
debtor, e"empts him from the e"ecution of the obligation (debt remittal). ;ebt remittal is
considered to be total if the parties did not stipulate e"pressly that it #as partial.
() The obligation is discharged, also, by a contract in #hich the creditor admits that the
obligation does not e"ist.
($) ;ebt remittal for the main debtor also has effects on the guarantor.
(') !f the creditor gives up on a guarantee means, this does not allo# the presumption
that he gave up on the guaranteed claim.
(-) ;ebt remittal to a guarantor has effects also upon other guarantors.
(4) ;ebt remittal is not allo#ed if it violates the claim rights of the third parties to a
creditor.
A"ticle ..) 0o"tuitou$ i+po$$ibilit( of e7ecutio&
(1) The obligation is discharged via the impossibility to e"ecute it, if this is due to a
circumstance, for #hich the debtor is not liable.
() The tas. to prove the impossibility of e"ecution is lying #ith the debtor.
($) The debtor #ho is in impossibility to e"ecute its obligation can not pretend the
e"ecution of the correlative obligation by the creditor, and if it is e"ecuted, it needs to restore
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everything it received, e"ception being the case #hen the debtor demonstrates that the
impossibility of e"ecution occurred because of creditor,s guilt.
(') !f the debtor partially e"ecuted the obligation that became impossible to be e"ecuted,
the creditor is to e"ecute the correlative obligation up to his enrichment.
A"ticle ..* 1e+i$e of the ph($ical pe"$o& o" the clea"a&ce of the ?u"idical e&tit(
(1) The obligation is discharged by the demise of the debtor, if its e"ecution is
impossible #ithout his personal participation or if it is other#ise bound to the debtor.
() The obligation is discharged by the demise of the creditor if the e"ecution #as
destined to him personally or if it is other#ise bound to the creditor.
($) The obligation is discharged by the clearance of the )uridical entity (debtor or
creditor), e"ception being cases #hen via the la#, the obligation or the claim of the cleared
)uridical entity is transmitted to others.
A"ticle .., Novatio&
(1) The obligation is discharged on the basis of an understanding bet#een parties to
substitute it #ith another obligation.
The #ill to substitute an obligation #ith another one needs to be e"pressed in #riting. The
e"tinction of the main obligation by novation, discharges accessory obligations too, if the parties
did not stipulate e"pressly other#ise.
TITLE II. A%O&T CONTRACT IN GENERAL
C!APTER I. Ge&e"al P"ovi$io&$ -ith Re%a"d to Co&t"act a&d Co&te&t$ of the Co&t"act
A"ticle .... The &otio& of a co&t"act
(1) The Contract is an agreement of #ill, reached bet#een t#o or more individuals,
based on #hich they establish, modify, or terminate legal relations.
() The Contracts are applicable norms pertaining to the legal act.
($) The Contract can be both for )oining in or negotiable, synallagmatic or unilateral (it
implies commitments only for one of the parties), commutative or aleatory and #ith
instantaneous or successive e"ecution. The Contract can be, also, for consumers.
A"ticle ../. 0"eedo+ of a co&t"act
(1) The contracting parties can conclude Contracts, #ithin the limits of legal imperative
norms, in a free manner, and can determine freely the manner of concluding thereof. !n case
#hen, for the sa.e of protecting the priority interests of the society or of any individual, the
effects of a Contract depend of the consent of the state authorities, the necessary limitations and
conditionalities should be regulated by la#.
() =bligation to conclude an agreement is forbidden, e"cept for the cases #hen the
obligation to Contract is stipulated by the present Code, la# or stems from an obligation
assumed benevolently.
($) The parties can conclude Contracts #hich are not stipulated by la# (un%named
Contracts), as #ell as Contracts that contain elements of various Contracts stipulated by la#
(comple" Contracts).
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A"ticle ..5. Ma&dato"( &atu"e of a co&t"act
(1) & legally concluded Contract obliges the parties not only #hat they have e"pressly
stipulated therein, but also to anything resulting from its nature, in compliance #ith la#, customs
or equity.
() The Contract produces effects only bet#een the parties, provided the la# does not
stipulated other#ise. The Contract produces effects also for the universal successors or #ith
universal title provided there is no something else implied by la#, Contract or by nature of
obligation.
($) The Contract can be modified or resolved only in compliance #ith the clauses of the
Contract or based on mutual agreement of the parties, if the la# does not provide something else.
A"ticle ..6. Obli%atio& to co&t"act
(1) !f one of the contracting parties holds a dominant position on the mar.et, it is obliged
to Contract in this field. 9ithout )ustified reasons it cannot impose the other party
disproportionate contractual conditions.
() =ne cannot refuse to conclude a Contract #ithout grounded reasons, #ith an
individual #ho obtains or uses goods or services for non%commercial purposes, as #ell as #ith
individuals #ho see. to meet their e"istential needs, if the other party acts to e"ercise his:her
profession or perform his:her entrepreneurial activity.
A"ticle ./8. I+po$$ible pe"fo"+a&ce
The Contract the ob)ect of #hich stipulates an impossible performance is void.
A"ticle ./#. Repa"atio& of p"e?udice i& ca$e of i+po$$ible pe"fo"+a&ce
(1) The entity #ho at the moment of concluding the Contract .ne# or should have
.no#n about the impossibility of its e"ecution is obliged to compensate the pre)udice suffered by
the other party, #hich 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 #ere valid.
() The instructions of the paragraph (1) of the present article is applicable also in cases
#hen the rendering is impossible only partially and the Contract is valid #ith regard to the other
party or in case #hen one or several alternative rendering is:are impossible.
A"ticle ./'. P"ovi$io&al i+po$$ibilit(
(1) !mpossibility of a rendering does not imply nullity of the Contract, if the
impossibility can be removed and the Contract is concluded for a case #hen the rendering
becomes possible.
() !n case #hen 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.
A"ticle ./). Co&t"act -ith "e%a"d to p"e$e&t pat"i+o&(
The Contract based on #hich a party assumes obligation to transmit its present
patrimony, either integrally or partially, or to burden it #ith an usufruct, needs notary
certification.
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A"ticle ./*. Co&t"act -ith "e%a"d to futu"e pat"i+o&(
The Contract based on #hich a party assumes responsibility to transmit its future
patrimony, or part thereof, or burden it #ith an usufruct, is void.
A"ticle ./,. Co&t"act -ith "e%a"d to i&he"iti&% b( a livi&% i&dividual
(1) 1eritage of a Contract stipulation by a third party #ho is still alive is void. Eoid is
also the Contract upon a legal share or a bound from the succession of a third party #ho is still
alive.
() The stipulation of the paragraph (1) of the present article is not applicable in case of
the Contract concluded bet#een the future legal successors upon the legal share or upon the
reserved share. (uch a Contract needs notary certification.
A"ticle ./.. 1ete"+i&atio& of the "e&de"i&% b( a pa"t( o" a thi"d pa"t(
(1) !f 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.
() ;etermination is made through a declaration to#ards the other party.
($) !f determination needs to be made by more third parties it is necessary to have an
unanimous agreement thereof. !f it is necessary to determine an amount in case #hen there are
mentioned several amounts, the average amount #ill be considered.
(') !f determination is not consistent #ith the principle of equity, it #ill be made based
on court decision. !n case of procrastination or refusal of determination, it #ill also be made
based on a decision of court.
A"ticle .//. 1ete"+i&atio& of $e"vice cou&te"9"e&de"i&%
!f procrastination of counter%rendering is not determined, in case of doubt, determination
#ill be performed by the party, #hich claims counter%rendering. ;isposition of the paragraph (')
of the &rticle 454 of the present Code shall be applied respectively.
A"ticle ./5. Applicatio& of di$po$itio& "e%a"di&% the Co&t"act$ o& othe" obli%atio&$
?nder the reserve of other obligations, the dispositions regarding contractual obligations
are applicable also to other patrimonial obligation in an e"tent, #hich is possible, #hile ta.ing
account of the nature of the obligation.
C!APTER II. Co&t"act Co&clu$io&
A"ticle ./6. A%"ee+e&t upo& e$$e&tial clau$e$ of the Co&t"act
(1) & Contract is considered to be concluded provided the parties reached an agreement
#ith regard to all the essential clauses of the Contract.
() Assential are those clauses #hich are established by la#, proceed from the nature of
the Contract or upon #hich, on request of one of the parties, it is necessary to reach an
agreement.
($) @y Contract the obligation can emerge to conclude a Contract. The form established
for the Contract is applicable also for ante%Contract.
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A"ticle .58. The fo"+ of the Co&t"act
!f for Contract validity the la# stipulates a certain form or if the parties have stipulated a
certain form, the Contract #ill be considered as concluded on the moment of meeting the
requirement of the form.
A"ticle .5#. Offe"
(1) &n offer to Contract one or several individuals, is the one #hich contains all essential
elements of the signed Contract and #hich reflects the #ill of the @idder to be bound through
accepting the offer.
() &n =ffer produces effects only if it reached the destination before being revo.ed.
($) & suggestion addressed to a undetermined circle of individuals, constitutes an offer
consideration, if this statement contains no e"press manifestation of the #ill to be bound by
acceptation.
(') The offer needs to be firm, univocal, serious and complete.
A"ticle .5'. Offe" validit(
(1) Ealidity of an offer does not depend of the form in #hich it #as made.
() =ffer is valid, null or annulled in compliance #ith the stipulations applicable to the
legal act.
A"ticle .5). Offe" "evocatio&
(1) &n offer can be revo.ed e"cept for the case #hen it comprises a term established for
or on the virtue of other grounds is irrevocable.
() The offer, even if irrevocable, can be revo.ed, provided the revocation reaches the
addressee of the offer at latest once #ith the offer.
($) The =ffer received by the addressee cannot be revo.ed during the acceptance term
established in the offer, or, if this term is not established or it is un)ustifiably small, during one
term necessary for the addressee to be able e"press acceptance and that the reply can reach the
@idder in compliance #ith the circumstances of the case, usual procedures e"istent among
parties and usual things.
A"ticle .5*. I""evocable offe"
& situation through #hich a party commits to )oin%in a certain Contract #ith another
party on demand of the latter, constitutes an irrevocable offer.
A"ticle .5,. Validit( i& ca$e of decea$e o" lo$$ of capacit(
&n offer #ill not lose its validity through decease or loss of capacity to e"ercise, by one
of the parties, as #ell 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.
A"ticle .5.. Lap$i&% offe"
&n offer #ill be void if it #as not accepted on term or re)ected.
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A"ticle .5/. Accepta&ce
(1) &ccepted is the declaration of the addressee of the offer or another action that
confirms the consent of an offer. &cceptance produces effects from the moment #hen it is
received by the bidder.
() >evertheless, 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, #ithout
notification of the @idder, the acceptance produces effects from the moment of committing
respective actions.
A"ticle .55. Accepta&ce of offe" -ithout te"+
(1) The offer made to a present individual can be accepted only on the spot. This rule is
applicable also in case #hen the offer is made from one individual to another (instantaneously)
by communication means at distance.
() The offer made to an absent individual can be accepted only until the moment #hen
the @idder can e"pect, in normal conditions, including by ta.ing into account the communication
means used by the @idder, #hen ans#er is received.
A"ticle .56. Accepti&% the offe" -ith te"+
!f the @idder established a term for offer acceptance, the acceptance can be made only
#ithin the term.
A"ticle .68. Co++e&ce+e&t of the cou"$e of a& offe" te"+
The term of an offer established by the @idder though a telegram or letter commences to
run from the date #hen the telegram #as 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 #hen the
offer reaches the addressee.
A"ticle .6#. 1ela(ed a&d +odified accepta&ce
(1) The delayed acceptance of the offer is considered as a ne# offer.
() The acceptance made #ith the modification of the conditions of the offer is
considered as a ne# offer and re)ection of the original offer.
($) >evertheless, the reply based on #hich the offer is accepted and #hich contains the
additional or various conditions, #hich do not affect materially the conditions, is regarded as an
accepted offer, if the @idder does not re)ect #ithout un)ustified delay. !f the @idder does not
ob)ect, the Contract is concluded in compliance #ith the conditions of the offer, #ith
modifications comprised in the acceptance.
A"ticle .6'. Validit( of the dela(ed accepta&ce
(1) ;elayed acceptance produces, nevertheless, effects if the @idder notifies acceptant
immediately about this.
() !f acceptance of an offer is received by the @idder #ith delay, and if from the
acceptance it is obvious it had been sent on time, it can be regarded as delayed only provided the
@idder communicates immediately the other parties about the delay.
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A"ticle .6*. Accepta&ce -ith +odificatio&$ i& co++e"cial "elatio&$
!f in commercial relations the acceptance is made #ith e"tensions or modifications, the
Contract is considered concluded #hen the acceptant could count on the agreement of the
@idder, and the latter does not refuse soon.
A"ticle .6.. Tacit accepta&ce
(1) (ilence and lac. of action do not value the acceptance, if something else does not
proceed from the la#, established tradition or customs among parties.
() !f a trader, #hose activity consists of in the commercialization of certain goods,
receives an offer on certain goods on behalf of somebody he is in business relations #ith, he:she
is obliged to ans#er #ithout delay3 his:her silence is considered acceptance of the offer.
($) Aven #hen the trader re)ects the offer, he:she is obliged to protect temporarily the
goods sent by the @idder, on the account of the latter, in the e"tent to #hich he can incur
necessary e"penditures and does not suffer a certain disadvantage by doing so.
A"ticle .6,. Accepta&ce "evocatio&
=ffer acceptance is considered revo.ed if notification about revocation is received by the
@idder before acceptance or simultaneously #ith that.
A"ticle .6.. E&do"$e+e&t co&fi"+i&% the co&clu$io& of the co&t"act
!f endorsement, sent #ithin a reasonable term from the date of concluding the contract
and #hich has as purpose confirmation of the contract concluded bet#een the traders, contains
additional or modified conditions, these conditions become part of the Contract, e"cept for the
case #hen the latter change the contract materially, or if the party #ho receives them re)ects
them #ithout un)ustified delay.
A"ticle .6/. Co++e"cial $ale$+e&
(1) The contract bet#een a consumer and an individual acting for e"ercising a
profession, concluded in the specific frame#or. for commercial salesmen, produces effects only
if #ithin one #ee. the consumer does not revo.e the contract in #riting, e"cept for the situation
#hen the Contract is e"ecuted on the spot by both parties.
() The same provisions are applicable on the contracts of consumption concluded on
credit, and on insurance contracts.
($) The revocation term runs only from the moment #hen the consumer is notified in
#riting about his:her right of revocation.
A"ticle .65. Co&cludi&% the auctio& co&t"act
;uring the auction the contract is concluded through ad)udication. &n offer terminates
immediately after a super%bid is submitted or the auction completes #ithout attributing the
ad)udication.
A"ticle .66. Mo+e&t a&d place of co&cludi&% the co&t"act
(1) & contract is considered concluded on the moment #hen the acceptance is received
by the bidder.
() !f in the contract is not sho#n the place #here it #as signed, the contract is
considered concluded at the residential place of the @idder.
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A"ticle /88. Reco%&itio& of the obli%atio&
(1) <or the validity of a contract through #hich the e"istence of an obligation is
recognized, it is required a #ritten statement of recognition.
() !f for the constitution of an obligation, #hose e"istence is recognized, is prescribed
the authentic form, the declaration of recognition needs to be made in the same form.
($) !f the recognition of the obligation is made based on a disbursement or through a
compensation, it is not required to respect the form.
A"ticle /8#. Obli%atio& of co&fide&tialit(
(1) !f during negotiations a party communicates information to the other, the latter is
obliged not to unveil or use inappropriately for its o#n purposes, regardless of #hether it )oined%
in the Contract or not.
() The one #ho violates the obligation of confidentiality needs to compensate for the
damage pre)udiced by doing so. !n 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.
A"ticle /8'. Cau$e of i&te%"it( a&d the clau$e "e%a"di&% -"itte& +odificatio&
(1) & #ritten contract, completed #ith 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.
() & #ritten contract, #hich contains a clause through #hich it is stipulated that all
modifications or resolution of the contract to be made in #riting, cannot be modified or resolved
other#ise. >evertheless, the behavior of a party can serve as reason for depriving it of the right
to invo.e this clause, if the other party acted in compliance #ith that behavior.
A"ticle /8). No&9pe"fo"+a&ce of the p"o+i$e to co&t"act
Concluding a contract by violation of the promise to contract is opposing to the
beneficiary of the promise, #ithout depriving the latter of the right to require from the promisor
and from the ill%meaning third party #ho contracted the latter, to compensate for the suffered
pre)udices.
C!APTER III. Mutuall( bi&di&% co&t"act
A"ticle /8* The &otio& of a +utuall( bi&di&% co&t"act
(1) & 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.
() The stipulations of the present chapter are applicable upon other legal relations #ith
the purpose to mutually e"ecute the obligations, in an e"tent that are not incompatible #ith the
nature of those legal relations.
A"ticle /8,. u$pe&$io& of the e7ecutio& of obli%atio& "e$ulti&% f"o+ a +utuall( bi&di&%
co&t"act
(1) The individual obliged through as mutually binding contract is entitled to refuse
e"ecution of his:her o#n obligation in an e"tent that the other party does not e"ecute his:her co%
relative obligation, if he:she did not oblige to e"ecute the first or this obligation does not result
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from la# or nature of the obligation. !f the obligation needs to be e"ecuted in respect to many
individuals, the e"ecution of the indebted party can be refused to one of those individuals until
the integral e"ecution of the co%relative obligation.
() !f one of the parties e"ecuted his:her obligation partially, it is not allo#ed non%
performance of the co%relative obligation in an e"tent that, in conformity #ith the circumstances
of the case, especially if the non%e"ecuted share is insignificant, this can be unfair.
A"ticle /8.. The "i%ht to "efu$e the "e&de"i&% th"ou%h a +utuall( bi&di&% co&t"act
(1) The party #hich is obliged to render first can refuse to e"ecute 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 e"ecution of the obligation by the other party. =bligation
e"ecution cannot be refused, if there #as e"ecuted the counter%rendering or if there #ere
submitted guarantees of obligation e"ecution.
() The party obliged to render first can establish a corresponding term, through #hich
the other party e"ecute gradually counter%rendering or, offer guarantees on e"ecution of the
obligation. !f the term e"pires #ithout e"ecuting the obligation, the individual obliged to e"ecute
the rendering can terminate the contract.
A"ticle /8/. I+po$$ibilit( to e7ecute fo" -hich pa"tie$ do &ot bea" "e$po&$ibilit(
(1) !n case #hen the rendering that needs to be e"ecuted 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 e"ecution
of the co%relative obligation. !n case #hen the impossibility becomes impartial, the co%relative
obligation is diminished respectively.
() !n case #hen the other party claims transmission of the compensation received for
the ob)ect of the Contract or through the concession of the right to compensation, it is not
e"empted from e"ecution of its obligation, #hich is diminished in the e"tent that the
compensation or the right to compensation is smaller than the rendering o#ed.
($) !f the co%relative obligation is e"ecuted, #hich is not mandatory, in compliance #ith
the stipulations of the paragraph (1) and () of the present article, restitution of #hat is rendered
can be claimed in compliance #ith the rules on undue payment.
A"ticle /85. I+po$$ibilit( to e7ecute due to culpabilit( of the c"edito"
!n case #hen the e"ecution of the rendering became impossible, to one of the mutually
binding Contract, due to the other party, the latter is obliged to e"ecute its rendering.
>evertheless, from the counter%rendering is deducted everything that the e"empted party, due to
impossibility, benefits of the fact of e"emption, or #hich is avoided ill%mindedly to benefit from.
A"ticle /86. No&9pe"fo"+a&ce of obli%atio&$ p"oceedi&% f"o+ a +utuall( bi&di&% co&t"act
(1) !f one of the parties does not e"ecute, or e"ecutes, in a non%corresponding manner a
due rendering proceeding from a mutually binding contract, the other party can, after e"piration
of the #ithout result of a reasonable term that #as fi"ed for the rendering or remedy, to resolve
the contract, if the debtor should have been a#are, based on grace period, of the imminence of
the resolution. !n case #hen there #as not fi"ed a term, or the term is non%correspondingly short,
it is considered as an established corresponding term.
() !f #ith regard to the #ay of non%performance of obligation cannot be established a
term, a summation is made.
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($) !f non%performance of obligation is limited to a part of the rendering, the creditor can
resolve the contract entirely only in case #hen there is not interest in partial e"ecution of the
remained rendering.
(') The Creditor is )ustified to resolve the contract even before the maturity, provided it
is obvious that the premises of the right to resolve #ill be realized.
A"ticle /#8. No&9obli%ato"i&e$$ of fi7i&% a %"ace te"+
(1) @y derogating from the &rticle 587 of the present Code, it is not necessary to fi" a
grace term or summation, in cases #hen2
(a) the debtor re)ected e"ecution in a serious and definite manner3
(b) the violation of the obligation consists in the fact that the rendering did not ta.e place
during a certain term established by contract and the creditor bound, by contract, his interest
related to rendering to e"ecute the latter on term3
(c) due to certain special circumstances, by ta.ing into account the interests of both
parties, immediate termination is )ustified3
(d) the term stipulated in the paragraph ($) of the &rticle 415 of the present Code passed
and the obligation #as not e"ecuted.
() !f it is not necessary to have a notification or if it is obvious non%utility of the need to
e"tend the term, the creditor can resolve the contract immediately.
A"ticle /##. E7clu$io& of the "e$olvi&% the +utuall( bi&di&% co&t"act
The resolution it is e"cluded in cases as follo#s2
(a) violation of obligation is immaterial3
(b) there is not e"ecuted an obligation as stipulated in the sense of the &rticle -11 of the
present Code, and the creditor can be ascribed, in conditions of violation, to maintain the
Contract3
(c) The creditor responses fully or in a appreciative manner for the non%performance of
the obligation, for #hich the debtor does not have to be responsible, have emerged in a moment
#hen the creditor delays to receive3
(d) Claim is barred by an e"ecution, #hich the debtor had removed already or #ill
remove after termination.
C!APTER IV. ta&da"d Co&t"actual Clau$e$
A"ticle /#'. The &otio& of %e&e"al co&t"actual clau$e$
(1) The general contractual clauses are all the clauses formulated in advance for a
plurality of contracts, #hich are presented by one of the contracting parties (hereinafter referred
to as % HuserG) to the other party #hen concluding the contract. !t is indifferent if the stipulations
form a separate document or are part of the document, #hich represents the contract, is
regardless to the number of conditions and form of the contract.
() There are no general contractual clauses in the e"tent to #hich the conditions of the
Contract have been negotiated particularly among parties.
($) The general contractual conditions become part of the contract only on the moment
#hen the party that suggests them, on the moment #hen contract is signed, notifies about them
e"pressly the other party or provides another #ay the possibility, by ta.ing into account the
handicap thereof, to get aquatinted of their contents, and #hen the other party agrees to accept
them.
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(') @y la#, it is possible to decide on the inclusion of the general contractual clauses in
some types of Contracts, even #ithout respecting the requirements of the paragraph ($) of the
present article.
(-) The contracting parties can for a certain type of contracts stipulate in advance on the
validity of certain contractual conditions generally determined by ta.ing into account of the
e"igencies stipulated in the paragraph ($) of the present article.
A"ticle /#). I&clu$io& of %e&e"al co&t"actual clau$e$ i& pa"ticula" ca$e$
Aven #ithout respecting the requirements of the paragraph ($) of the &rticle 51 of the
present Code, in contract are considered included the general contractual clauses established by
la#, for certain types of Contracts.
A"ticle /#*. P"io"it( of &e%otiated co&t"actual clau$e$
The negotiated contractual clauses have priority compared to general contractual clauses.
A"ticle /#,. u"p"i$i&% p"ovi$io&$ of the %e&e"al clau$e$
The provisions of the general contractual clauses #hich, in certain circumstances,
especially compared to the aspect or e"terior appearance of the contract are so unusual that the
party #ho contracts does not need to presume their e"istence, do not become clauses of the
contract.
A"ticle /#.. The &o&9obli%ato"( &atu"e of the co&t"actual clau$e$ of the %e&e"al u&fai"
co&t"actual clau$e$
(1) & general contractual clause has no effect if it pre)udices disproportionately, beyond
the principles of good faith, the other party of the contract. !n this sense are considered the
contents of the Contract, circumstances in #hich the clause is inserted into the contract, mutual
interests as #ell as other circumstances.
() ?nfair nature is presumed in case of doubt, #hen a stipulation2
(a) is not compatible #ith the basic (essential) principles of regulations, #hich are
derogated from3
(b) limits the essential rights or obligations, resulting from the nature of the Contract in a
manner #hich threatens the purpose of the contract3
(c) it is unclear.
($) &ssessment of the unfair nature of the standard clauses of the contract do not need to
refer to the determination of the ob)ect of the contract or to proportionality of the price and
remuneration, on the one hand, neither to the produces or services provided, on the other hand, in
an e"tent that the contractual clauses are formulated clearly and precisely.
A"ticle /#/. Effect$ of &o&9i&clu$io& o" &ullit( of %e&e"al co&t"actual clau$e$
(1) !n case #hen the general contractual clauses are totally or partially null or have not
become contractual clauses, the contract remains on the part that remains valid.
() !n the e"tent #hich the provisions did not become integral part of the contract or are
void, the contents of the contract are regulated by the legal stipulations.
($) The contract is void if its respecting may constitute an unreasonable severity for one
of the contractual parties, even by ta.ing into account the modifications of the paragraph () of
the present article.
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A"ticle /#5. I&te"dictio& of the %e&e"al clau$e$ -ith po$$ibilit( of a$$e$$+e&t
9ithin general contractual clauses are void particularly2
(a) the clause, based on #hich the user reserves his:her right to un)ustifiably long term or
insufficiently established for accepting or refusing an offer or for e"ecuting an obligation.
A"ception from this is the clause, based on #hich the user reserves the right to e"ecute the
obligation only after the e"piration of the term of revocation or restitution3
(b) the clause, based on #hich the user, via derogation from legal provisions, reserve the
right to e"tend the right to un)ustified e"tension of the established term for an obligation, #hich
he:she needs to e"ecute3
(c) the clause #ith regard to the right of the user to get free of his obligation #ithout an
ob)ectively )ustified reason and #hich is not mentioned in the contract. This stipulation is not
applicable for obligations #ith successive e"ecution3
(d) the clause regarding the right of the user to modify or deviate from the e"ecution of
the promised rendering, if the modification or deviation cannot be claimed to the other party, by
ta.ing into account the interests of the user3
(e) the clause according to #hich a declaration of the contracting partner of the user is
considered given or non%given by the latter #hen he:she underta.es or misses to underta.e an
action, e"cept for the case #hen the contracting partner is provided a respective term to be able
issue a statement, e"pressly, and the user commits that at the beginning of the term to inform
especially the contracting partner #ith regard to predictable interest of his behavior3
(f) the clause based on #hich a particularly important statement of the user is considered
received by the other contracting party3
(g) the clause based on #hich, in case of contract revocation or contract resolution by one
of the parties, the user can claim an un)ustifiably high payment for using a thing or a right, or for
obligations e"ecuted or compensated un)ustifiably high compensation for e"penditures3
(h) the clause allo#ed by the item (c) according to #hich the user can reserve the right to
get free of the obligation to e"ecute 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.
A"ticle /#6. I&te"dictio& of %e&e"al clau$e$ -ithout the a$$e$$+e&t po$$ibilitie$
!n the conte"t of the general contractual conditions, #ithout pre)udicing the dispositions
that e"clude the possibility to derogate from the legal provisions in disadvantage of the
consumer, is void2
(a) the clause #ith regard to increasing price of goods or services, #hich follo#s to be
delivered or provided #ithin four months from the conclusion of the contract. This is not
applicable for goods and services, #hich are supplied or rendered as successive obligations3
(b) the clause based on #hich it is e"cluded or limited the right to refuse an obligation
e"ecution, by the contracting partner of the user, in compliance #ith the &rticle 584 of the
present Code, or it is e"cluded or limited a right to retain by the contracting partner of the user,
in the e"tent 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 user3
(c) the clause based on #hich the contracting partner of the user is not allo#ed to
effectuate the compensation #ith an account payable established undoubtedly and due for
payment3
(d) the clause based on #hich the user is e"empted of the legal obligation to summon or
establish a term for e"ecuting the obligation by the other contracting party3
(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 pre)udices of
diminishing value, #hich #as e"pected in ordinary conditions, or if the other contracting party is
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not allo#ed to prove it #as not caused a pre)udice or a value diminution, or if these are
substantially more reduced than the global value3
(f) the clause based on #hich the user is promised a payment of a penalty, if the
obligation is not e"ecuted or it is e"ecuted #ith delay, if the payment is delayed or if the other
party terminates the Contract3
(g) the clause based on #hich it is e"cluded the responsibility in case of physiological
in)uring and grave culpability.
(h) the clause based on #hich, in case of responsibility for non%performance of the main
responsibility of the user2
(aa) is e"cluded or limited the right to of the other contracting party to terminate the
Contract, or
(bb) is e"cluded or limited, versus the item (g), the right of the other contracting party to
compensations instead of service rendering3
this does no apply for transportation means and tariff conditions mentioned in the item
(g), provided the passenger is not disadvantaged3
% (vices of the good)
(i) the clause based on #hich in the Contracts on supplies of ne#ly produced goods and
by private companies2
(aa) in case #hen a vice of a good is e"cluded * 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
e"ercising rights is performed depending on previous summation of the third parties to the court3
(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 e"pressly, li.e in case of failure to remedy,
to be able claim reduction of payment or to be able terminate the Contract, in another )ob, other
than construction related, represents the ob)ect of responsibility for the vice3
(cc) it is e"cluded or limited the obligation of the user to bear the remedy costs,
particularly the transportation costs, roads, #or. and materials3
(dd) if the user conditions the remedy on the advance payment of the entire amount or of
a substantial amount, #hich is un)ustifiably high in conditions of vice e"istence3
(ee) if the user establishes an e"clusion term for the other contracting party #ith regard to
notification on the vices of the good that are not obvious, and if the term is shorter than admitted
in compliance #ith the item (ff) 3
(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 &rticle '55 of the present Code, or
there are established terms that are shorter than those mentioned for the rights on termination
#ithout reducing the term of the term3
()) in case of a contractual report #hich has as ob)ect periodical supply of goods or
periodical rendering of services or #or.s by the user2
% #ith a Contract duration, based on #hich the other party is obliged to for more than t#o
years3
% #ith a tacit and mandatory e"tension for the other party of the contractual report for
more than one year3
% #ith a termination term * to#ards the other contracting party * #hich 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 #ith regard to supplying
purchased goods, #ith regard to insurance, as #ell as in case of sub%Contracts signed bet#een
possessors of authors, rights and user%companies.
(.) the clause from Contracts on commercial purposes, services or entrepreneurship,
through #hich a third party is subrogated or can be subrogated in terms of the right and
obligations of the user, e"cept for the situation in #hich the stipulation2
% contains the name of the third party, or
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% stipulates the right of the other contracting party to terminate the Contract3
(l) the clause based on #hich a representative #ho signs a Contract for the other
contracting party is imposed by the user2
% o#n responsibility or guarantee obligation #ithout e"press declaration e"istent
autonomous (separate) in the same sense, or
% responsibility #hich in case of representation #ithout authorization, surpasses the
established frame#or. in the &rticle '- of the present Code.
(m) the clause based on #hich the user modifies obligation of evidence submitting
procedure to the disadvantage of the other contracting party, particularly #hen the user2
% attributes the other party the obligation to produce evidence, #hich pertain to the
responsibility of the user3
% allo#s 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 #hich the use of the users or of a third party, as #ell as of the
declaration to#ards the users or third parties are conditioned in a more strict form than the one
#ritten or are dependent on the special access conditions.
A"ticle /'8. Applicatio& field
(1) The stipulations of the paragraph (1) and () of the &rticle 51, as #ell as the
stipulations of the &rticle 516 and 517 of the present Code are applicable in case of the general
contractual clauses, #hich are used to#ards an entrepreneur, a legal entity of public right or
to#ards a patrimony #ith special regime of public right. The stipulations of the paragraph (1)
and () of the &rticle 514 of the present Code are applied in cases stipulated by on the first
proposal in the e"tent that this imply the nullity of the contractual stipulations mentioned in the
&rticle 516 and 517 of the present Code. !n the latter case there #ill be ta.en into account
respectively the customs and traditions in the commercial turnover.
() (tipulations of the &rticle 516 and 517 of the present Code are not applicable #ith
regard to Contracts of the energy supply companies, of natural gas, thermal po#er, at long
distance and #ater, #ith regard to supplying certain special users #ith electrical po#er, natural
gas, thermal po#er, and #ater 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 po#er, natural gas, thermal po#er and #ater. The dispositions
of the first sentence is applicable to the Contracts on ta.ing over residual #ater resources.
($) !n the Contract bet#een the entrepreneur and a consumer, the stipulations of this
chapter are applicable by ta.ing into account of the conditions as follo#s2
(a) general contractual clauses are considered as being established by the
entrepreneur, if there #ere not introduced in the Contract by the consumer3
(b) &rticle 51- % 517 of the present Code are applicable in the pre%#orded contractual
conditions and then, #hen they are determined for one%time usage, as #ell as in the e"tent to
#hich the consumer could not influence the contents of the stipulations due to reasons of their
pre%#ording3
(c) on determination of non%corresponding disfavoring in compliance #ith the
paragraph (1) and () of the &rticle 514 of the present Code there are ta.en into account also the
e"istent circumstances for the conclusion of the Contract.
(') The present Chapter is not applied in case of the Contracts from the field of labor
rights, inheritance, family and societies.
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C!APTER V. The Co&t"act to the u$a%e of a thi"d i&dividual
A"ticle /'#. Co&t"act to the u$a%e of a thi"d i&dividual
(1) The parties of a Contract can stipulate, that the debtor (promisor) to perform the
service rendering not for the creditor (stipulator), but rather to the third party (beneficiary) either
indicated or non%indicated in the Contract, #ho obtains in a direct manner the right to claim the
rendering to his o#n benefit.
() !t is not mandatory that the beneficiary be determined or e"ecute on the moment of
stipulation3 it is sufficient that the beneficiary be determinable and e"ist as on the date of
Contract e"ecution.
($) ?ntil the moment of notification, by the beneficiary, of the stipulator or promisor or
about the acceptance of the stipulation, the stipulation can be revo.ed or modified by the
stipulator. The inheritors or creditors of the stipulator do not have the right to relocate or modify
the situation.
A"ticle /''. Re>ue$ti&% the e7ecutio&
The e"ecution of the concluded Contract in the favor of the tertiary can be requested both
by the stipulator and beneficiary, in the e"tent that the la# or the Contract does not instruct
some#hat differently and this thing is possible, by nature of service.
A"ticle /'). E7ecutio& to the favo" of the $tipulato"
!n case of the revocation of the stipulation, the refusal of the beneficiary to the conferred
right by the stipulation, as #ell as in the case #hen the stipulation in favor of the third party has
no effects to#ards the beneficiary, the stipulator can claim the e"ecution of the service to#ards
himself:herself, if something else does not proceed from the instruction of the Contract or from
the nature of the obligation.
A"ticle /'*. E7ceptio&$ oppo$able to the be&eficia"(
The promisor can oppose to the beneficiary the e"ceptions grounded on the Contract,
from #hich the beneficiary obtained the right, but not the )ustified e"ceptions on other relations
bet#een the promisor and stimulant.
C!APTER VI. Co&t"act I&te"p"etatio&
A"ticle /',. The p"i&ciple$ of co&t"act i&te"p"etatio&$
(1) The contract must be interpreted in compliance #ith good #ill e"igencies.
() The Contract is interpreted based on )oint intention of the parties, #ithout limiting to
the literal sense of the used terms.
A"ticle /'.. The facto"$ that i&flue&ce i&te"p"etatio& of the Co&t"act
=n interpretation of the contract it #ill be ta.en into account its nature, circumstances it
#as concluded in, the interpretation thereof by the parties or that can be deducted from their
behavior until the conclusion of the contract, as #ell as the traditions.
A"ticle /'/. No&9$tipulated effect$ of the Co&t"act
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The contract produces not only the effects stipulated by the parties, but also the ones,
#hich in compliance #ith the nature of the contract result from the la#, tradition or from the
requirements of equity.
A"ticle /'5. Coo"di&ated i&te"p"etatio& of the clau$e$
The contractual clauses are interpreted from the conte"t of the entire Contract.
A"ticle /'6. I&te"p"etatio& of clau$e$ a&d pol($e+a&tic te"+$
(1) The clauses of the contract are interpreted in the sense, #hich can produce effects,
rather than in the sense #hich #ould produce not a single effect.
() The polysemantic terms are interpreted in the sense #hich correspond to the nature of
the Contract at most.
A"ticle /)8. The clau$e$ of the co&t"act a&d the e7a+ple i&$e"ted fo" thei" defi&itio&
!f the parties, #ith the purpose to facilitate the understanding of certain clauses, include
in the Contract an e"ample, the obligation does not e"tend only to the given e"ample.
A"ticle /)#. Li+itatio& of the i&te"p"etatio& of the co&t"act clau$e$
The clauses of the contract, no matter ho# general they are, the terms used therein, refer
to not only to the ob)ect of the contract.
A"ticle /)'. I&te"p"etatio& of the co&t"act i& favo" of the di$favo"ed pa"t(
(1) >on%clarities of the general contractual conditions are interpreted in disfavor of the
party that formulated them.
() !n case of doubt, the Contract is interpreted in favor of the party #hich contracted the
obligation and to disfavor of the party #hich stipulated it. !n all cases the Contract is interpreted
in favor of the adherent of consumer.
C!APTER VII. Re$olutio&3 Te"+i&atio& a&d Revocatio& of the Co&t"act
ectio& #. Boi&t di$po$itio&$
A"ticle /)). The te"+$ of the "e$olutio&3 te"+i&atio& a&d "evocatio&
The contract cannot be resolved, terminated or revo.ed, other#ise than for the reasons
stipulated by la# or by )oint consent of the parties.
A"ticle /)*. Re$olutio& clau$e
(1) The parties can e"pressly reserve through the contract their right to resolution of the
contract.
() The agreement regarding the resolution of the contract needs to be perfected in the
same form as the contract, if something else does not proceed from la#, contract or tradition.
A"ticle /),. The "e$olutio& i& ca$e of e$$e&tial &o&9pe"fo"+a&ce
(1) & party can resolve the contract if there is an essential non%performance on behalf of
the other party.
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() !n order to determine the essential non%performance, one should ta.e into account
particularly the follo#ing circumstances2
(a) non%performance deprives the substantially the creditor from #hat he e"pects from the
contract, e"cept for the case #hen the debtor demonstrates that he:she did not foresee and could
not, reasonably foresee this result3
(b) Brocess e"ecution of the obligations is the essence of the contract3
(c) >on%performance is deliberate or out of grave culpability3
(d) >on%performance provides reason to the creditor presume that it cannot rely on the
future e"ecution of the contract.
A"ticle /).. Gua"a&teei&% the co""e$po&di&% e7ecutio&
The party #hich, proceeding from concrete circumstances, in a reasonable manner,
consider that there #ill be an essential non%performance on behalf of the other party can as. for
sufficient guarantees of the e"ecution and can, for this period, suspend the e"ecution of its o#n
obligation. !n case #hen the guarantee is not submitted #ithin a reasonable term, the party #hich
claims guarantees can resolve the contract.
A"ticle /)/. Ope"atio& of the "e$olutio&
(1) The resolution of the Contract operates based on #ritten declaration addressed to the
other party.
() !f the service is offered by delay or does not correspond other#ise #ith the
stipulations of the Contract, the creditor loses the right to resolution, if he:she does not notify the
other party #ithin a reasonable term from the date #hen it found out or should have found out
about the offer or non%corresponding e"ecution.
A"ticle /)5. The effect$ of the "e$olutio&
(1) !n case of e"ercising the right to resolution, the Contract terminates and the parties
are e"empted of the obligation to render services, this #ay having to restore refund the e"ecuted
rendered services and obtained incomes.
() The ;ebtor provides compensation in cash, instead of restoring the service in .ind,
if2
(a) Broceeding from the nature of the service the restitution in .ind is impossible3
(b) The obtained ob)ect is consumed, disposed, burdened, processed or transformed3
(c) The received ob)ect is deteriorated or has been lost3 ho#ever the deterioration
resulting from the usage in compliance #ith the destination of the good is not ta.en into account.
($) !f based on contract there #as stipulated mutual e"ecution of the obligations, such an
e"ecution #ill replace the compensation in cash.
(') The obligation does not emerge2
(a) 9hen the vice implying the right to resolution unveils only during processing or
transformation of the ob)ect3
(b) !n the e"tent that the creditor is responsible for loss or deterioration of the good or
#hen the deterioration may have been produced even in case #hen the good #ere #ith the
creditor3
(c) !f, in case of a right to resolution conferred by la#, deterioration or loss has produced
at the party #ho is )ustified to claim the resolution, although the latter may have proved the
diligence of a good o#ner, the enrichment needs to be restituted.
(-) &fter the resolution the creditor can claim coverage of the produced pre)udice by
non%performance of the contract e"cept for the case #hen the ;ebtor is not imputable the cause
of the resolution.
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(4) The resolution does not affect the clauses of the contract #ith regard to settling the
litigation or other clauses designed to produce effects and after resolution.
(5) The obligations of the parties resulting from the resolution is e"ecuted
simultaneously.
A"ticle /)6. No&9obtai&i&% of be&efit a&d "ecupe"atio& of lo$$e$
(1) !n case #hen the ;ebtor, 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 to#ards the creditor. The
;ebtor needs, ho#ever, to prove, in relation to these incomes, only that diligence that typically is
e"ercised in his:her o#n business.
() !f the ;ebtor restitutes the good, compensates for the value of the good, or if the
compensation is e"cluded in compliance #ith the items (a) and (b) of the paragraph (') of the
&rticle 5$6 of the present Code, he:she is restituted the necessary e"penditures made in relation
to the respective good. =ther e"penditures are restituted only in the size that the creditor gets
richer implied thereby.
A"ticle /*8. E7ecutio& of obli%atio&$ "e$ulti&% f"o+ the "e$olutio&
The obligations of the parties resulting from the resolution are e"ecuted simultaneously.
A"ticle /*#. The te"+ fo" Co&t"act "e$olutio&
!f the parties did not come to terms #ith regard to a term of contract resolution, for the
)ustified party there can be established a corresponding term for resolution, by the other party. if
the creditor does not e"ercise this right until the e"piration of the term, it can resolve the contract
only on e"piration, #ithout result, of a guarantee term, respectively established him:her, or only
after the summation remained #ith no result.
A"ticle /*'. The "e$olutio& i& ca$e of pa"tie$ plu"alit(
(1) !n case of debtor or creditor plurality, the right to resolution cannot be e"ercised but
all the creditors or debtors against all the debtors or creditors.
() !f the right to resolution is e"tinguished for one of the )ustified party, it is
e"tinguished also for the others.
A"ticle /*) Re$olutio& -ithout effect$
!f one of the parties reserved the right to resolution for the case #hen the other party does
not fulfill its obligation, the resolution cannot produce effects #hen the other party could be
e"empted of obligation through compensation and declares the compensation immediately after
receiving the declaration on resolution.
A"ticle /** The clau$e "e%a"di&% the lo$$ of the "i%ht$ b( the debto"
!f a contract is concluded by the reserve of losing rights by the debtor in case of non%
performance of its obligation, the creditor, on emergence of such a case, has the right to
resolution of the contract.
A"ticle /*,. Re$olutio& u&de" co&ditio& of pa(+e&t of the pe&alt(
!n case #hen the right is stipulated to resolution of a contract under the condition of the
payment of the penalty, the resolution is #ithout effect, if the penalty has not been paid until, or
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concomitantly #ith the declaration of the resolution and the other party, from this reason,
re)ected the declaration immediately. The declaration produces effects, nevertheless, if the
penalty is paid immediately after the re)ection of the declaration.
A"ticle /*.. The "i%ht of the c"edito" to "educi&% the co""elative obli%atio&
(1) !n case #hen the creditor does not claim the resolution of the contract he:she is
entitled to a proportional reduction of his:her correlative liability.
() The proportional reduction of the correlative liability is appreciated depending on all
the pertinent circumstances.
($) !n case #hen the correlative obligation cannot be reduced the creditor has the right to
claim only the restoration of the pre)udice.
A"ticle /*/. Co&t"act te"+i&atio&
(1) The termination runs only for the future. There can be terminated contracts #ith
successive e"ecution.
() 9ith regard to termination of the &rticle 5$'%5$4, 5'1%5'4 of the present Code are
applied respectively.
A"ticle /*5. The te"+i&atio& of the Co&t"act$ -ith $ucce$$ive e7ecutio& fo" ?u$tified "ea$o&
(1) !f the reason of the termination consists in the in non%performance of a contractual
obligation, the termination is admissible only after the e"piration, #ithout success of a term
established for remedy (grace term) or after the summation remained #ithout effect. The
dispositions of the &rticle 587%511 of the present Code are applied in a corresponding manner.
() The contracts #ith successive e"ecution can be terminated by any of the parties, for
)ustified reasons, #ithout respecting a grace term or summation. & )ustified reason is #hen there
are ta.en 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
e"piration of the grace or summation term.
($) The )ustified party can terminate only during a reasonable term, after he:she found
out or might find out the reason of the termination.
(') !f the service already effectuated does not present interest, after termination, for the
)ustified party to terminate, he:she can e"tend the termination also upon other renders. <or the
restitution of rendering already performed are applied respectively &rticle 5$1 and 5$6 of the
present Code.
Section 2. Te !i$t to !e'oc"tion "n) !estit,tion in Cont!"cts 2it cons,/e!s
A"ticle /*6. The "i%ht to "evocatio& i& Co&t"act$ -ith co&$u+e"$
(1) !n case #hen a consumer has a right to revocation in conformity #ith the present
Code or of any other la#, the latter is not related to e"pression of #ill in relation to the
conclusion of a Contract #ith an entrepreneur, if this #as revo.ed in due course. The revocation
must not contain any )ustification and must be formulated in #riting, on another grounds of
sound data, or through sending the good #ithin t#o #ee.s.
() The term starts to run from the moment #hen the consumer #as provided
e"planation based on a sound data, clearly formulated, #ith 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 #ell 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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A"ticle /,8. The "i%ht to "e$titutio& i& Co&t"act$ -ith co&$u+e"$
(1) The right to revocation in compliance #ith &rticle 5'7 of the present Code can be
replaced, in the e"tent that the la# stipulates this e"pressly, on conclusion of the Contract based
on the sales prospect, through an unlimited right to restitution. The conditions for that is that2
(a) the sale prospect contain a clear e"planation regarding the right to restitution3
(b) the consumer to have been entitled get familiarized in details about the sales prospect
in absence of entrepreneur3
(c) the consumer is provided the right to restitution based on a sound support of data.
() !n case of the right to restitution, revocation can be declared only through returning
the good #ithin the term.
A"ticle /,#. Le%al co&$e>ue&ce$ of the "evocatio& a&d "e$titutio&
(1) !n case of the right to revocation and restitution are applied respective stipulations
#ith regard to the resolution, in cases #hen there is not stipulated something else. The term
established in the first sentence of the paragraph ($) of the &rticle 415 of the present Code starts
to run once #ith the declaration of revocation or restitution by the consumer.
() The consumer is obliged to return the good on the account and ris. of the
entrepreneur.
($) The consumer responses in case #hen the from the item (c) of the paragraph () of
5$6 of the present Code and for #orsening implied by the usage of the good, if the consumer #as
e"plained previously the )uridical consequences and possibility to avoid them. The disposition
from the item (c) of the paragraph () of 5$6 of the present Code is applied only provided there
#ere no e"planations made in compliance #ith the first sentence of the present paragraph, or if
the consumer has not been e"plained about his:her right to revocation, and he:she could not
.no# any #ay about this right.
(') There are no other rights e"cept for the stipulated ones.
A"ticle /,'. T"a&$+i$$io& of i&fo"+atio&
(1) !nformation or declarations are placed at the disposal of the consumer based on a
sound data support, if they #ere provided in form of a document or in another visible form,
#hich allo#s the consumer reproduce the information #ith unmodified contents in a term
corresponding to the requirements of the legal act. The tas. to chec. for the contents of the
information is assigned to the entrepreneur.
() The stipulations of the paragraph (1) of the present article is applied in a
corresponding manner and for the declarations of the consumer to#ards the entrepreneur.
TITLE III. VARIO2 CATEGORIE O0 LIABILITIE
C!APTER I. ale a&d pu"cha$e
SECTION. Gene!"# .!o'isions
A"ticle /,). The &otio& of $ale a&d pu"cha$e co&t"act
(1) =n the basis of a sale and purchase contract the seller commits to convey a good in
the o#nership of the buyer, and the buyer commits to ta.e over and pay the agreed%upon price.
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() The seller commits to remit, in line #ith the conveyance of the good, the documents
referring to the good stipulated by la#, provided the sale and purchase contract does not stipulate
something else.
($) !f the price is not indicated directly in the contract, the parties can agree #ith regard
to manners of its determination.
A"ticle /,*. E7pe&ditu"e$ pe"tai&i&% to the $ale of a +ovable %ood
(1) The e"penditures related to submission of a movable good, particularly the ones
pertaining to measuring, #eighting and pac.aging, are commissioned to the seller, #hereas the
e"penditures 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.
() !n case #hen 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.
A"ticle /,,. The co$t$ pe"tai&i&% to the $ale of a& i++ovable %ood
The individual #ho 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 #ell as those related to processing the necessary documents.
A"ticle /,.. The p"ice
(1) The price of the good needs to be fi"ed in cash.
() !f in the contract concluded bet#een the traders the price is not determined, e"pressly
and implicitly, or through an arrangement that ma.es possible to be determined, it #ill 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. !n case #hen the there are no
similar Contracts, it #ill 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.
($) !f the price is established in relation to the #eight of the good, the net #eight is that
#hich, in case of doubt, determines the price.
A"ticle /,/. The te"+ fo" $ub+i$$io& of %ood
(1) The seller must submit the good2
(a) =n the date fi"ed by the contract or that can be deducted from the contract3
(b) !f a period is fi"ed in the contract or can be determined by reference to the contract *
in any moment in the course of this period, e"cept for the case #hen in certain circumstances is
not obvious that the date of sale #as made by the buyer3
(c) !n any other cases * #ithin a reasonable term calculated from the date of concluding
the contract.
() The sale and purchase contract is considered as concluded #ith clauses of e"ecution
as on the strictly fi"ed date, if from the contract is clearly implied, that on violation of this term
the buyer loses the interest to#ards e"ecution of the contract.
($) The @uyer can e"ecute the contract #ith clauses of e"ecution as on the strictly fi"ed
date, before this term or after this term only #ith the consent of the buyer.
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A"ticle /,5. Obli%atio&$ of the bu(e" "elated to $hip+e&t of %ood
(1) !f in conformity #ith the contract the seller submits the good to a carrier and if the
good is not clearly identified in compliance #ith the contract, by application of a distinctive sign
on the cargo, through transport documents or through other means, the buyer needs to transmit
the buyer a notification of supply #hich specifies the good.
() !f the seller is obliged to ta.e measures for the transportation of goods, he:she must
conclude necessary contracts for the transportation be carried out up to destination, #ith
transportation means appropriate for the circumstances and in conditions #hich are typical for
such a transportation.
($) !f 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.
A"ticle /,6. The "i$; of lo$i&% o" dete"io"ati&% fo"tuitou$ of the %ood
(1) The ris. of fortuitous losing or deterioration of the good are transferred to the buyer
on the moment #hen the buyer e"ecuted contractual obligations #ith regard to placing the good
at the disposal of the buyer, if in the contract it is not stipulated something different.
() 9hen the sale and purchase contract implies the transportation of the good, and the
seller is not obliged to submit in a determined place, the ris. is transferred to the buyer from the
moment of remitting the good to the first carrier. !f the buyer is obliged to submit the good to the
carrier in a determined place, the ris. is transferred to the buyer only after the returning of the
good to the carrier in the same place. !f the buyer gave the seller instructions #ith regard to the
manner of transportation and the seller violated the instructions #ithout )ustified reason, then the
seller is obliged to repair the pre)udice caused by the latter.
($) !n case of sale of a good #hile transportation, the ris.s are transferred to the buyer
from the moment of concluding the contract, if the contract does not stipulate something else.
(') !f the contract is concluded after the transmission of goods, the ris.s .no#n for the
seller or #hose e"istence could not help being .no#n on the conclusion of the contract #ill be
born by the seller.
(-) !n case of selling the goods generically determined the ris. does not pass to the buyer
before the individualization of the good.
A"ticle /.8. The +o+e&t of e7ecutio& of obli%atio& to $ub+it the %ood
(1) The obligation to submit the good is considered e"ecuted as on the moment #hen2
(a) The submission of good to the buyer or individual indicated by him:her3
(b) The good is placed on the disposal of the seller or the individual assigned by him:her,
if the good follo#s to be submitted on the place of its storage. The good is considered placed at
the disposal of the buyer if it is identified by label or other#ise and prepared for submission
#ithin the established term, and the buyer is uninformed about it in compliance #ith the
contractual clause.
() !f the contract does not imply the obligation of the seller to provide for the
transportation of the good or to submit the good on the place of the buyer, the obligation of the
seller to submit the good is considered e"ecuted from the date of submission of the good to the
carrier or to the communication office for being transported to the buyer, if the Contract does not
stipulate something else.
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A"ticle /.#. Receptio& of %ood$
(1) !f the la# or contract does not imply something else, the buyer is obligated to
underta.e actions that in compliance #ith tradition are necessary on behalf of the latter to
guarantee submission and reception of good.
() !n cases #hen 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 e"ecution of the contract.
A"ticle /.'. ale of %ood to $eve"al i&dividual$
!f the seller sold one and the same movable asset to several individuals, priority #ill have
the buyer, in #hose property #as conveyed the good, and if the good has not been transmitted to
any of them, priority #ill have the buyer #ho signed the contract first.
A"ticle /.). Mate"ial vice$ of the %ood
(1) The seller is obligated to submit the good #ithout material vices.
() The good is considered #ithout material vices if on the moment of transmission of
ris.s it has the characteristics as stipulated. !n case #hen the characteristics #ere not stipulated,
the good #ill be considered #ithout vices, if2
(a) !t corresponds to destination, proceeding from the contract3 or
(b) !f it corresponds to typical usage and presents characteristics, #hich e"ist typically
#ith similar goods and #hich the buyer can e"pect by ta.ing into account the type of the good.
The characteristics complying to item (b) are added also those #hich the buyer can
e"pect in compliance #ith the public specifications of the seller, manufacturer or representatives
thereof, particularly by advertisement, e"cept for the case #hen the specifications cannot
influence the decision to buy.
($) There are material vices also #hen the contractually stipulated pac.aging #as made
by the seller #ith defects or by the assistants thereof, as #ell as in cases #hen the good needs to
be assembled by the buyer and the latter assembles inappropriately due to mista.en pac.aging
indications.
(') & material vice #ill also be considered also in case #hen the seller submits only a
part of the good, another good, the good in a smaller quantity than #hat #as stipulated, or #hen
there is vitiated only part of the good, e"cept for the cases #hen the vice does not e"ercise a
substantial influence on the usage of the good.
A"ticle /.*. Bu"idical vice$
The seller is obligated to submit the good free of any rights of third parties upon it
()uridical vices), e"cept for the case #hen the buyer agreed to sign a contract being informed
about the rights of the third parties on the good. Curidical vice is considered also the situation
#hen in the register of the immovable assets a right is registered that does not e"ist.
A"ticle /.,. Obli%atio& to chec; the >ualit( of the %ood a&d "eceptio& of the vitiated %ood
(1) The rights of the buyer #ith regard to vices are e"cluded in case #hen the buyer, on
the moment of signing the contract, .ne# about these vices.
() The buyer can benefit of the rights resulting from the vice he:she did not .no# as a
result of grave culpability, only #hen the seller .ept silence fraudulently about the vice or too.
over a guarantee for the e"istence of a characteristic.
($) The buyer #ho is trader, needs to chec. the good, or assign somebody to do so,
#ithin such a short period as allo#ed by the circumstances, and in case of unveiling the
circumstances, to inform the seller immediately.
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(') The buyer loses the right to invo.e the vices, if he did not notify the seller, #ithin a
reasonable term from the moment #hen it #as disclosed or ought to disclose the vice, of its
e"istence and .ind of this vice. The seller cannot invo.e the stipulations of the present paragraph
if he:she hid the vice fraudulently.
(-) The seller cannot invo.e an understanding, through #hich the rights of the buyer are
e"cluded or limited as a result of a vice, if the seller hid the vice by fraud or if the there #as
ta.en over a guarantee for the e"istence of a characteristic.
(4) !f by la# or Contract the seller is obligated to chec. the quality of the good, he:she
must submit to the buyer evidence on having carried out the chec. of the quality of the good.
A"ticle /... Obli%atio& of the $elle" i& ca$e of evictio&
(1) !f a third party during his:her right upon the good, #ho 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
e"ceptions, that could have been opposed by the seller.
() >on%involvement of the seller as co%accused #ill e"empt the latter from
responsibility to#ards the buyer, if he:she #ill prove, that his:her attraction could have avoided
the eviction of the buyer.
A"ticle /./. Re$po&$ibilit( of the $elle" i& ca$e of evictio& of the bu(e"
!n aces of eviction of goods from the buyer based on the rights of the third parties upon
the good, that #ere constituted before the conclusion of the sale and purchase contract, the seller
compensates the buyer the caused pre)udice. These stipulations do not apply of the buyer agreed
to buy the good burdened by the rights of the third parties, in compliance #ith the &rticle 54' of
the present Code.
A"ticle /.5. Re+ed(
(1) !n case #hen 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.
() The seller bears all the necessary costs for remedy and particularly the costs for
transportation, road, for e"ecution of #or.s and purchasing materials.
($) The seller can refuse remedy of vices, if this requires e"cessively high costs.
(') !n case #hen the seller supplies a good #ithout vices for remedy, the he:she can
claim the buyer to return the good #ith vices in compliance #ith the rules on the effects of
contract resolution.
A"ticle /.6. pecial di$po$itio&$ "e%a"di&% the "e$olutio& a&d "epa"atio& of the p"e?udice
A"cept for the cases stipulated in the &rticle 415 of the present Code, it is not necessary
the establishment of a term, and in case #hen the seller re)ected the remedy of vices or #hen a
manner of remedy did not succeed or cannot be claimed from the buyer. & remedy is considered
after the second attempt #ithout success if the something else does not proceed from the .ind of
good or vice or from the behavior of the seller.
A"ticle //8. Effect$ of the i+po$$ibilit( to "e$titute the %ood
(1) !f 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,
e"cept for the cases #hen the impossibility of goods, restitution is due to actions or inaction of
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the seller, or goods, uselessness, if their deterioration is a consequence of non%respect of
conditions for shipment (including pac.aging), or if the goods #ere used until it #as traced out
their non%conformity.
() 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 la# or in the contract.
A"ticle //#. Clai+i&% the "eductio& of p"ice
!nstead of Contract resolution or vice remedy by the seller, the buyer can claim price
reduction in the e"tent equivalent to the necessary costs to remedy the vice. !t is meant the price
established as on the date of concluding the contract.
A"ticle //'. Gua"a&tee of %ood >ualit(
(1) !n case #hen the seller, manufacturer or a third party guarantees the characteristics of
a good, the buyer en)oys, #ithout touching the rights stipulated by la#, the guarantee rights in
conditions indicated in the declaration of guaranty and in the respective claim, to#ards the party
#ho issued the guarantee.
() !n the e"tent a guarantee #as ta.en, it is assumed that rights are emerging from the
guarantee in cases #hen a vice emerged in the guarantee period.
($) 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.
(') The guarantee is applicable during a similar period also upon the accessories of the
good, if the Contract does not stipulate something else.
A"ticle //) Validit( te"+ of the %ood
(1) &ccording to the la#, standards and other regulations it is possible to set terms of good,s
quality validity, and after their e"piry the good is considered unsusceptible for use
(validity term).
() The seller has to transfer the good #ith the validity term set on it, so as the buyer could
use it according to its destination before this term e"pires.
A"ticle //* Iua&tit( of %ood$
(1) The seller has to deliver the good in the quantity set up in the contract.
() The buyer may refuse to receipt the good, if the seller delivers a smaller quantity
then stipulated in the Contract. !f the buyer accepts to receive the smaller quantity then stipulated
in the Contract, he should pay a sum proportional to the contractual price.
($) !f the seller delivers an e"tra 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 e"tra sum.
(') The Contract is #orthless (null) if the quantity of the good or the mean of its
determination is not set up.
A"ticle //, A$$o"t+e&t of %ood$
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 buyer,s needs, if the buyer .ne# them #hen concluding the contract, or has to
refuse the e"ecution of the contract.
A"ticle //. Effect$ of &o&9ob$e"va&ce of the a$$o"t+e&t clau$e
(1) !n case #hen the goods are delivered in an assortment that doesn,t 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.
() The buyer may refuse to accept the delivery of the goods not stipulated in the contract, if
together #ith assortment of goods stipulate din the contract #ere delivered other goods,
or may accept all goods. !n case the buyer accepts the goods not stipulated in the
Contract, he pays the sum according to the price agreed #ith the seller.
A"ticle /// Co+pletio& of %ood$
(1) The seller shall deliver the good in the complete assortment to the buyer, according to the
sale and purchase contract.
() !f the completion of the goods, assortment is not determined, the seller has to deliver to
the buyer the good, #hich completion is determined by the culture of business circuit or
other traditional demands.
A"ticle //5 et of %ood$
(1) !f 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.
() !f the sale and purchase contract doesn,t stipulate the delivery of a certain set
of goods, but the essence of the contract stipulates other#ise, the seller has to
deliver all the goods included in the set at the same time.
($) !f the delivery of goods is incomplete, the buyer may request to complete the
goods in the reasonable term or to reduce the purchasing price.
(') !f the seller hasn,t e"ecuted the claims indicated in par. ($) of the present
&rticle, the buyer may as. to change the incomplete goods #ith complete ones
or refuse to e"ecute the contract and demand the reimbursement of the paid
sums for the good.
A"ticle //6 Pac;a%i&%
(1) The seller has to deliver to the buyer the goods pac.ed, e"cept the goods that don,t need
to be pac.ed and:or #rapped, if the contract or the essence of the obligation don,t
stipulate other#ise. !f the requirements for pac.aging are not determined in the contract,
the good has to be pac.ed as usual for such .ind of goods, and in unusual cases * in a
pac.age that #ill ensure the integrity of the good under storage and transportation
conditions, usual for this .ind of goods.
() !f the pac.ed good is delivered to the buyer #ithout pac.age or in a deteriorated
pac.age, he may demand from the seller to pac. the good, if the essence of obligation or
the character of good stipulate other#ise.
($) The buyer may submit other claims too, resulting from delivery of deteriorated goods,
not only the indicated requests.
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A"ticle /58 Obli%atio&$ of p"e$e"vi&% the $old %ood
(1) 9hen the buyer delays to accept the delivered good or doesn,t pay the price, in case
the payment and the delivery are simultaneous, the seller, if the good is under his possession or
control, shall ta.e reasonable measures, according to the circumstances, to preserve the good. 1e
may .eep the good until he receives from the buyer the compensation of his reasonable
e"penses.
() !n case #hen the buyer received the good, but he is )ustified to return it, he has to ta.e
certain measures to preserve the good. The buyer may .eep the good until the seller #ill repay
the reasonable e"penses.
($) The party, #ho has to ta.e measures for preserving the good, may store it on the other
party,s account, in the #arehouses that belong to a third party, if the costs #ill not be in
disproportion.
(') The party, #ho has to ta.e measures for preserving the good, has a right of retention
on this good, until he #ill be paid a compensation for the storage.
A"ticle /5# Ri%ht of %ood alie&atio&
(1) The party #ho 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 e"penses and if it notified the other party about its intention to sell.
() !f the good is going to be lost or to de altered (deteriorated), as #ell as in case that
preserving of the good #ill cause disproportionate e"penses, the party obliged to
preserve the good may sell it.
($) The party that sold the good remits the received sum and has the right to #ithhold the
reasonable preserving and selling costs.
A"ticle /5' Ri%ht of the bu(e" to de+a&d the e7ecutio& of obli%atio& i& ;i&d
The buyer may demand obligations e"ecution in .ind, if this demand is )ustified for the
parties and for the protection of the buyers rights, in connection #ith the unique goods,
individualized goods for the contract herein, or other goods impossible to buy from other person
or, if the acquisition is #ithout effect.
A"ticle /5) Te"+$ -he& the $elle" i$ "e$po&$ible fo" the %ood@$ vice$
(1) The buyer may for#ard 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.
() The claim may be for#ard not later then si" 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.
($) !f it,s 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 for#arding the claims is
calculated from the date of registering the good as is set up.
A"ticle /5* Te"+$ of fo"-a"di&% the clai+$ "e%a"di&% the vice$ of the %ood -ith %ua"a&tee
pe"iod
(1) !f for the sold good is established a guarantee period, the claim for the found vices may
be for#ard in the guarantee period.
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() !f the good #ith a guarantee period #as delivered to the buyer before concluding the
contract and it is not possible to determine the date of delivery, the date of for#arding
the claims is calculated from the date of concluding the contract, and if the good #as
transported * from the date of for#arding the good to the buyer.
($) !f 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 for#ard claim regarding the
vices of the accessory good, at their determination, in the guarantee period of the main
good.
(') !f 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 for#ard claim regarding the
vices of the accessory good, in the guarantee period of the accessory good.
A"ticle /5, Te"+$ of p"e$c"iptio& fo" the actio&$ "e%a"di&% the vice$ of the %ood
The action regarding the vices of the good may be sued in an year from the date of
for#arding the claims and if the claim #as not for#arded * in an year from the date of e"piring
the terms set up in &rticles 56$ and 56' of the Code herein.
SECTION 2. Re)e/.tion
A"ticle /5. Ge&e"al p"ovi$io&$ o& "ede+ptio&
!f the seller reserved in the sale and purchase contract the right of redemption, he #ill
e"ecute it by declaring his intention to the buyer. The declaration form may not be identical #ith
the one set up in the sale and purchase contract.
A"ticle /5/ P"ice of "ede+ptio&
/edemption is made at the selling price. /eseller has the right to demand the
compensation of the e"penses made for the good bought before redemption in an amount equal
to the raise of the good,s value due to the e"penses made. !f the good to be return #as equipped
#ith an installment, the seller may hold it bac., if it doesn,t damage the good.
A"ticle /55 0ate of the acce$$o"ie$
The reseller has to deliver to the person that e"ecutes the redemption right the good
together #ith its accessories.
A"ticle /56 Ma;e up fo" the da+a%e3 cau$ed befo"e "ede+ptio&
(1) The holder of the good is responsible for the damage, if the ob)ect #as deteriorated, died
or cannot be return from other reasons, before e"ercising the redemption right.
() The person that #ill redeem the good cannot demand to diminish the buying price, if the
holder of the good is not responsible for the depreciation of the good, or the
modification is not significant.
A"ticle /68 Effect$ of %ood di$po$i&% befo"e "ede+ptio&
!f the buyer disposed #ith the contract ob)ect before e"ercising the redemption right, he
has to eliminate the right of the third parties on this good. The reseller also disposes #ith the
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good in the cases of enforceable performance of the procedure or by the administrator of the
insolvency process.
A"ticle /6# Te"+ of "ede+ptio&
/edemption may be e"ercised only in the term stipulated in the contract, #hich may not
e"ceed ten years for the lands and five years for other goods. This term cannot be enlarged or
prolonged.
SECTION 3. O.tion
A"ticle /6' Optio&
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 don,t agree other#ise.
SECTION 4. P!ee/.tion !i$t on .,!c"sin$
A"ticle /6) Pu"cha$e ba$ed o& the p"ee+ptio& "i%ht
(1) The person #ho has the preemption right may use (e"ecute) it, if the obliged person
concludes a sale and purchase contract #ith a third party.
() !f several persons have the preemption right, then they #ill e"ercise it only in
common.
($) The preemption right cannot be transferred to other persons or transferred by
succession, if the contract bet#een the obliged person and the holder of the preemption right
doesn,t stipulate other#ise.
A"ticle /6* Notificatio& o& i&te&tio& to $ell
The obliged person should inform immediately the holder of the preemption right on
purchasing about his sale intention and conditions. & third party may inform instead of the
obliged person.
A"ticle /6, E7e"ci$e of p"ee+ptio& "i%ht
(1) The preemption right is e"ercised by informing the obliged person.
() &fter receiving the notification on sale intention, the preemption right may be
e"ercised during a month in case of lands and in ten days in case of other goods. !f the parties
agree on another term for e"ercising the preemption right, it replaces the legal term.
($) &fter receiving a declaration, the obliged person and the authorized person conclude a
sale and purchase contract, under the conditions established by the obliged person and the third
party.
(') The obliged person may request to e"tend the preemption right over all goods that
cannot be separated, #ithout disadvantaging him.
(-) !f the purchasing price #as postponed to the third party, the holder of the preemption
right may benefit from the delay, if he offers a guarantee for the postponed sum to be paid.
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(4) !n case the ob)ect of the preemption right is a land, it is not necessary to offer a
guarantee, if it #as agreed upon a mortgage for the land at a postponed sale price, or if a debt
#ith a mortgage that entails the land is added to the purchasing price.
A"ticle /6. Nullit( of the a%"ee+e&t of &o&9i+ple+e&ti&% the p"ee+ptio& "i%ht
The agreement bet#een the obliged person and the third party is null, if it results in non%
performance of the preemption right at purchase stipulated by the sale and purchase contract, or
if the obliged person reserves the right to void the contract after e"ercising the preemption right
at purchase.
A"ticle /6/ E7ecutio& of additio&al obli%atio&$
(1) !f a third party assumed, according to a contract, an additional obligation, that the
holder of the preemption right at purchase is unable to e"ecute, it should pay the value of the
additional obligation.
() !f it is impossible to evaluate in cash the additional obligation, then the preemption
right at purchase #ill not be e"ercised. The clause on additional obligation becomes invalid, if its
aim is to e"clude the e"ercise of the preemption right at purchase.
SECTION 3. Test o! si$t .,!c"se
A"ticle /65 Co&clu$io& of te$t o" $i%ht $ale a&d pu"cha$e co&t"act
(1) The buyer consents on the purchased ob)ect in case of test or sight purchase. !n case of
doubts, the purchase is considered concluded under the condition of consent.
() The seller shall allo# the buyer to verify the ob)ect.
($) The buyer is responsible for maintenance of the ob)ect until the condition is carried out.
&rticle 577 Term of consent
(1) The buyer declares his consent for an ob)ect purchased for test or sight only during the
consent term, and in case such term is missing * during a reasonable term, set by the
seller.
() !n case the ob)ect #as delivered for test or sight and the fi"ed term, or the term sufficient
for appreciating the quality of the good has e"pired, the silence of the buyer is considered
a consent
SECTION 4. S"#e o+ )e("t"(#e !i$ts
A"ticle 588 Notio& of debatable "i%ht
& right is debatable if it is uncertain, contested or contestable by the debtor, of #hen
proceedings #ere instituted or it is presumed that they #ill be necessary.
A"ticle 58# I&te"dictio& to obtai& debatable "i%ht$
Cudges, la#yers, notaries, prosecutors and e"ecutors cannot obtain debatable rights,
because of absolute nullity.
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A"ticle 58' The "i%ht of the debto" to libe"ate
(1) !n case a debatable right #as sold, the culpable person is liberated, if he pays to the buyer
the selling price, selling e"penses and interest for the selling price and e"penses
calculated at the date of payment.
() The right stipulated in par. (1) of the &rticle herein cannot be e"ercised in case #hen the
sale is made in front of a creditor as to pay him the debt, in front of a co%proprietor or co%
successor of the good being the ob)ect of the debatable right, as #ell as in relations
bet#een traders. The right cannot be e"ercised in case there e"ists a Court decision
confirming the right or if the right #as fi"ed and the debate is prepared for the Court.
SECTION 5. S"#e "n) .,!c"se o+ cons,/e! $oo)s
A"ticle 58) Reve"$e of p"obatio& ta$;
!f a consumer buys a movable asset from an entrepreneur (purchase of consumer goods),
and during 4 months from transferring the ris. a vice is found, it is presumed that the good #as
damaged in the moment of transferring the ris., e"cept the case #hen presumption does not fit
#ith the good or vice.
A"ticle 58* pecial p"ovi$io&$ fo" %ua"a&tee$
(1) !n case of consumer goods sale and purchase, the guarantee in terms of the &rticle 55 of the
Code herein shall be formulated simple and clear. The guarantee shall contain2
(a) transfer of legal rights of the consumer and the fact that these rights #ill not be limited
by the guarantee3 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 #ell as the name
and address of the guarantor.
() Consumer may request to be offered a guarantee declaration in #ritten form or other form.
($) The effect of the guarantee obligation is not violated, if any of above mentioned demands are
not fulfilled.
A"ticle 58, Public offe" of %ood$
;isplay of the good #ith label in the #indo#, offer of the menu, good,s 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,
not#ithstanding the fact that the price of the good and other essential clauses of the Contract are
indicated or not.
A"ticle 58. ale of %ood$ u$i&% auto+ate appa"atu$
(1) !f the good is sold using automate apparatus, the o#ner 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 ta.e to pay and receive the good.
() The sale and purchase contract using the automate apparatus is considered concluded
from the moment of ma.ing the necessary actions for receiving the good.
($) !n case #hen the automate apparatus is used for change of coins, currency, for buying
pay tic.ets, the norms on consumer goods sale and purchase are applicable, if the
obligation doesn,t stipulate other#ise.
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A"ticle 58/ P"ice of the co&$u+e" %ood
The price of the good, and other essential clauses of the consumer goods sale and
purchase contract a set up equally for all buyers.
A"ticle 585 E7cha&%e of the %ood bou%ht fo" co&$u+e
(1) The seller has the right to e"change the nonfood good during 1' days, if the buyer does
not fi" another larger term, after purchasing it in the same place or other place fi"ed by
the seller, for a similar good of other size, form, shape, model, color etc., ma.ing
recalculations in case the difference of prices.
() !n case the necessary good for e"change is missing, the buyer may return the good and
the seller shall return the paid sum.
($) The good shall be e"changed if it is not used, it didn,t loose the consumer qualities and
if there are proofs that the good #as purchased from this seller.
(') The la# and other normative acts stipulate the list of goods, #hich cannot be e"changed
or returned.
SECTION 6. S"#e (* ",ction
A"ticle 586 Modalit( of $ale b( auctio&
(1) The sale by auction may be free or compulsory.
() The compulsory sale is sub)ected to the rules stipulated in the present paragraph, if there
are no special regulations.
A"ticle 5#8 P"ice fi7i&% a&d othe" co&ditio&$ fi7i&%
The seller may fi" the price or other sale conditions. This stipulation is no opposable to
the ad)udicated person, if it #asn,t communicated to the present persons before receiving the
offer.
A"ticle 5## The "i%ht &ot to de&ou&ce the ide&tit(
The seller has the right not to denounce his identity at the auction, but the ad)udicator is
personally responsible for all obligations of the seller, if his identity #asn,t communicated to the
ad)udicated person.
A"ticle 5#' I&te"dictio& o& offe" -ithd"a-al
The offeror has no right to #ithdra# his offer.
A"ticle 5#) Mo+e&t of $ale
The sale is concluded #hen the ad)udicator ad)udicates the good to the last bidder. The
proof of the sale represents the notice in the ad)udicator,s register of the name and offer of the
ad)udicated person, and, if such proof is missing, the proof of #itnesses is allo#ed.
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A"ticle 5#* Co&clu$io& of "eal e$tate $ale co&t"act
The seller and the ad)udicated person of a real estate shall conclude the real estate sale
and purchase contract #ithin ten days from the demand from other party.
A"ticle 5#, Co&$e>ue&ce$ of u&paid p"ice$ b( the ad?udicated pe"$o&
(1) !f the ad)udicated person didn,t pay the price under the Contract conditions, the
ad)udicator has the right, besides the remedies of the seller, to resell the good at the ne"t
auction, according to the usage and only after a corresponding notification of the
ad)udicated person.
() The ad)udicated person has no right to participate to the auction again and has to pay the
difference bet#een the price he bought the good and the reselling price if it is smaller, but
he may not pretend the e"ceeding. !n case of a compulsory sale he is responsible to the
seller, to the person #ho has the distraint and to the creditor #ho obtained a Court
decision, for the interests, costs and pre)udices caused by non%performance.
A"ticle 5#. The "i%ht of the ad?udicated pe"$o& to co+pe&$atio&$
(1) The ad)udicated person, #hose property right on a good obtained by auction #as violated
by a creditor of the seller, may demand from the seller the paid price, accumulated
interests and costs. 1e may also obtain the price, accumulated interests and costs from
the creditor of the seller #ho received the good.
() The ad)udicated person may demand from the creditor #ho benefited from the distraint to
compensate de pre)udice caused by distraint or sale irregularities.
SECTION 7. S"#e "n) .,!c"se o+ ente!.!ises "s " ,ni8,e ."t!i/oni"# co/.#e1
A"ticle 5#/ Notio& of the e&te"p"i$e $ale a&d pu"cha$e co&t"act
(1) &ccording to the enterprise sale and purchase contract the seller underta.es to transfer
the enterprise as a unique patrimonial comple" into the property of the buyer, e"cept the
indefeasible rights and obligations.
() The seller transfers to the buyer the right to use the name of the company, production
mar.s and other means of individualizing the company, as #ell as the rights to use these means
of individualization belonging to him on a license base, if not other#ise stipulated in the
Contract.
A"ticle 5#5 Re%i$t"atio& of the co&t"act
The sale and purchase Contract of the enterprise as a unique patrimonial comple" is
concluded in an authentic form and is registered #ith the (tate /egistration Chamber.
A"ticle 5#6 Evaluatio& of the e&te"p"i$e pat"i+o&(
(1) The composition of the company and its value is determined in accordance #ith the act
(minutes of the inventory) prepared according to the inventory rules.
() @efore signing the contract, the parties shall prepare and e"amine 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 e"ecution.
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($) The goods included in the company composition, rights and obligations included in the
indicated documents shall be transferred to the buyer, if the Contract or stipulations of the
&rticle 615 of the Code herein don,t stipulate other#ise.
A"ticle 5'8 Ri%ht$ of the c"edito"$
(1) Creditors of the seller should be informed about the company,s sale by one of the parties,
before transferring the company to the buyer.
() The buyer is responsible together #ith the seller for the latter,s debts, appeared before the
company sale, under the limits of the transferred assets.
($) The responsibility of the buyer cannot be e"cluded or limited by an agreement #ith the
seller.
A"ticle 5'# T"a&$fe" of the co+pa&(
(1) The transfer of the company to the buyer is done according to the transfer act #here are
included the data regarding the transferred goods, creditors, informing, information on the
vices of the company.
() The seller bears the e"penses regarding the company preparation for transfer, including the
transfer act, if not stipulated other#ise in the Contract.
($) The company is considered transferred from the moment of signing the transfer act by both
parties, transfer of the ris. of liquidation or forced deterioration of the company by the buyer.
A"ticle 5'' T"a&$fe" of the p"ope"t( "i%ht
(1) The property right on the company is transferred to the seller at the date of transferring the
company, if not stipulated other#ise in the contract, and should be registered immediately.
() !n case the company #as sold #ith 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 #as bought for.
C!APTER II. E7cha&%e
A"ticle 5') Notio& of e7cha&%e co&t"act
(1) The parties of the e"change contract have the obligation to transfer mutually the
property right over a good.
() Aach part of the e"change contract is considered the seller of the sold good and the
buyer of the good he receives instead.
A"ticle 5'* Rule applicable to the e7cha&%e
The same rule as for the sale and purchase contract is applied to the e"change contract.
A"ticle 5', Co+pe&$atio& of the diffe"e&ce bet-ee& value$
(1) !f the e"changed goods are of different value, this difference may be compensated by a
sum of money named balance, if the contract stipulates so.
() (urcharge (K) cannot e"ceed the value of the good.
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A"ticle 5'. The "i%ht to "efu$e the t"a&$fe" of %ood
The party #ho can demonstrate that the other party is not the o#ner of the good, has the
right, even after receiving it, to refuse the e"ecution of the service he committed himself. !n this
case the party may be forced to return only the amount received according to the Contract.
C!APTER III. 1o&atio&
A"ticle 5'/. 1o&atio& a%"ee+e&t
(1) @y signing a donation agreement, the donor shall assume obligation to increase out
of his:her o#n 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,
#ithout any specification of actual goods that are to be transmitted, shall be considered null and
void.
() The donation agreement that stipulates donee,s obligation to pay debts or fulfill
duties, #hich do not e"ist 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.
($) The agreement foreseeing donation of an asset after its donor,s death shall be
considered null and void.
A"ticle 5'5. etti&% up a do&atio& a%"ee+e&t
(1) & donation agreement shall be considered concluded as soon as the asset is
conveyed.
() (hould a mobile asset be conveyed #ithout the other party,s consent, the party that
conveys the asset may establish a reasonable term #ithin #hich the donee shall declare either his
acceptance or refusal of the donation. &t e"piry of this term, the agreement shall be considered
concluded if the other party does not refuse to accept the donation. !n case of a refuse, the donor
shall be entitled to see. return of the asset in conformity #ith the rules of groundless increase in
#ealth.
A"ticle 5'6. The fo"+ of the do&atio& a%"ee+e&t
(hould the ob)ect of donation be an asset, sale (alienation) of #hich presumes a certain
formality, the same shall be follo#ed in case of donation.
A"ticle 5)8. P"o+i$ed do&atio&
(1) &n agreement containing a promise to convey an asset in the future, in order to be
enforced, shall be #ritten in an authentic form. !ncompliance #ith the form shall not affect
validity of donation if the promise is fulfilled, e"cept such agreements #hose sub)ect are assets
that require an authentic form for their alienation.
() The donor shall be entitled to give up on his:her promise to convey an asset, if he is
not able to .eep his:her promise in vie# of his:her other duties and obligations unless he:she
does it to the detriment of his:her o#n appropriate maintenance or fulfillment of his:her o#n
legal duties of maintenance. The donee shall not be entitled to as. for any refund.
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A"ticle 5)#. 1o&atio& a%"ee+e&t fo"e$eei&% "e%ula" $tipe&d$
(hould the donation agreement stipulate obligation to provide financial support in form
of regular stipends, such obligation shall e"pire upon the donor,s death, unless the promise
implies other#ise.
A"ticle 5)'. I&ad+i$$ible do&atio&
&ny donation shall be forbidden, e"cept some small donations for fulfillment of moral
obligations2
(a) if it is done on behalf of disabled persons3
(b) if it is offered to o#ners, managers or staff members of medical, educational or social
aid institutions and other suchli.e institutions, from a person #ho 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 bet#een the relatives of including up to the fourth bond3
(c) in relations bet#een legal entities in business purposes.
A"ticle 5)). 1o&atio& i& ca$e of lethal di$ea$e$
& donation agreement concluded during the donor,s disease deemed as lethal but
follo#ed by the donor,s recovery may be declared null and void at the latter,s request.
A"ticle 5)*. Co&ditio&ed do&atio&
(1) The parties to such agreement can agree that the effect of the donation shall be
sub)ect to implementation of a tas. or achievement of an ob)ective. The ob)ective may also be of
public use. The amount of donation shall be equal to the balance remaining after all the e"penses
needed to implement a tas. or achieve an ob)ective have been met.
() &ny person interested in the stipulated tas., besides the donor, may request
implementation of this tas..
($) The donor may revo.e the donation if the donee does not implement the tas..
A"ticle 5),. Revocatio& of do&atio& due to i&%"atitude
(1) ;onation can be revo.ed in the follo#ing cases2 if the donee ma.es an attempt on the
donor,s life or life of one of the latter,s relatives3 if he is guilty of another illegal deed committed
to the donor or his:her relative, evidences of bad ingratitude3 or if the donee refuses to render due
maintenance to the donor #ithout any grounded reason.
() !f the donation is revo.ed, it shall be allo#ed to see. a refund for the donated asset.
($) /evocation can be done only #ithin one year term since the time the person entitled
to revo.e learnt about the reason for such revocation.
(') /evocation cannot be claimed against the donee,s heirs, nor by the donor,s heirs
against the donee, e"cept the case #hen the donor died before the term stipulated in the
paragraph ($) of the present article e"pired.
A"ticle 5).. Te"+i&atio& of the do&atio& a%"ee+e&t i& ca$e of ha"d$hip
(1) !f after a donation has been conveyed the donor is unable to provide his:her o#n due
maintenance and meet his:her legal obligations to support his:her relatives, current or former
spouse, he:she shall be entitled to as. the donee to refund the donated assets at the latter,s
disposal.
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() The request to refund shall not be admitted if the donor deliberately or by a heavy
guilt caused his:her o#n hard situation.
A"ticle 5)/. Lac; of Obli%atio& to Pa( I&te"e$t
!f the donor commits a delay, he:she shall not pay interest.
&rticle 6$6. donor,s responsibility for damage to the donated asset
(hould the donor deliberately conceal a dra#bac. (fault) of the donated asset, he shall be
obliged to refund the donee for the detriment.
C!APTER IV. A$$et Alie&atio& A%"ee+e&t -ith Co&ditio& of Lifeti+e Mai&te&a&ce
A"ticle 5)6. Ge&e"al p"ovi$io&$ "e%a"di&% the a$$et alie&atio& a%"ee+e&t -ith co&ditio& of
lifeti+e +ai&te&a&ce
(1) &ccording to an asset alienation agreement #ith condition of lifetime maintenance,
the beneficiary of maintenance shall be obliged to convey a real estate or a mobile asset in
property of a maintainer, #ho in his:her turn shall commit to ensure the beneficiary a lifetime
maintenance in .ind * accommodation, food, care and needed aid as long as the latter lives, as
#ell as the latter,s inhumation after he:she dies.
() (hould there be more parties to the agreement, the obligation to maintain shall be
indivisible either actively or passively.
($) ;uty of maintenance shall not be transmittable to another person and cannot be
prosecuted by creditors.
(') The agreement of lifetime maintenance shall comply to the norms of lifetime annuity,
if so stipulated in the agreement.
A"ticle 5*8. 0o"+ of the co&t"act
(1) The agreement on lifetime maintenance shall be set up in #ritten form.
() !n case to alienate an asset it is necessary to observe an authentic format, the
agreement shall be set up according to this authentic format.
&rticle 6'1. &mending the Contract
(1) (hould the maintainer fail to observe his duty to maintain the beneficiary, the latter
may request that the duty of maintenance be established in form of regular stipends.
() The duty to insure maintenance by paying stipends can be also established through a
respective agreement bet#een the parties.
A"ticle 5*'. Gua"a&tee$ fo" the be&eficia"( of +ai&te&a&ce
(1) &s long as the beneficiary of maintenance lives the maintainer shall not be entitled to
alienate the asset. !n case of real estate this restriction shall be recorded into the register of real
estate assets.
() Bledge, mortgage or any other encumbrance of the asset shall be allo#ed only upon
the beneficiary,s consent.
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A"ticle 5*). The Ri$; of a da+a%ed a$$et
& damaged asset shall not e"empt the maintainer of his:her duties assumed through the
signed agreement.
A"ticle 5**. Te"+i&atio& of the A%"ee+e&t
(1) The beneficiary of maintenance shall be entitled to terminate the agreement should the
maintainer fail to observe his:her duties agreed upon.
() The maintainer shall be entitled to terminate the agreement should he:she be unable to
meet his:her duties due to some force ma)eure circumstances beyond his:her control.
A"ticle 5*,. Co&$e>ue&ce$ of te"+i&ated a%"ee+e&t
(1) !f termination of the agreement is initiated by the beneficiary of maintenance, the
latter one shall be entitled to see. return of the asset or refund of its value.
() The value of maintenance provided by the maintainer shall not be refunded.
A"ticle 5*.. Co&$e>ue&ce$ of +ai&tai&e"@$ death
(hould the maintainer die, his:her rights and duties shall be transmitted to his:her heirs.
C!APTER V. A&&uit(
A"ticle 5*/. 1efi&itio& of A&&uit(
(1) &n annuity may be established through a contract according to #hich a person,
called maintainer, shall pay regular dues, as free or onerous payments, to another person, called
annuitant.
() &nnuity can be paid in money or in .ind.
($) &nnuity can be fi"ed in favor of a third party, different from the one #ho signed the
contract.
A"ticle 5*5. Te"+ of the a&&uit(
(1) &nnuity shall be lifetime in case its term is limited to the lifetime of one or more
persons.
() The person bound to pay an annuity, should there arise any doubt, shall pay it as long
as the annuitant lives.
A"ticle 5*6. 0o"+at of the co&t"act o& a&&uit(
(1) <or a contract of annuity to be valid, it is necessary to formulate a promise of annuity
in #ritten form and to authenticate it at the notary,s.
() !f, according to the contract on annuity the maintainer receives a real estate, the
contract shall be registered in the real estate register.
A"ticle 5,8. The A+ou&t of a&&uit(
(1) The amount of annuity to be paid shall be established by the parties.
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() !n case of death of one of the annuitants, annuity shall be entirely paid to the
surviving ones, unless the contract contains a different provision.
A"ticle 5,#. The ti+e of a&&uit( pa(+e&t
(1) /egularity and time the annuity is paid shall be established through agreement of the
parties, ta.ing into consideration the form of the annuity.
() The lifetime annuity shall be paid in advance.
($) &nnuity in monetary e"pression shall be paid in advance for the follo#ing three
months, unless the contract has a different provision. <or other forms of annuity the time of
advance payment shall be determined sub)ect to the nature and ob)ective of the annuity.
(') !f the annuitant is alive at the beginning of the period for #hich he:she is paid the
annuity, he:she shall receive full amount of annuity due for the respective period.
A"ticle 5,'. 0o"bidda&ce to alie&ate a$$et$ "eceived b( the +ai&tai&e"
(1) &s long as the annuitant lives, the maintainer shall not alienate, mortgage or
other#ise encumber assets received from the person #ho fi"ed the annuity, #ithout the
annuitant,s consent. >o enforced activity on these assets shall be admitted for other obligations
of the maintainer.
() !f the maintainer receives a real estate asset, restrictions stipulated in the paragraph
(1) of the present article shall be recorded in the real estate register.
A"ticle 5,). Cha&%e$ i& the 0o"+ of A&&uit( Pa(+e&t
9hen concluding a contract on annuity in .ind, the parties can agree to replace it by an
amount of money to be paid regularly.
A"ticle 5,*. tic;i&% to the 1utie$ i& Ca$e of 1a+a%ed A$$et
0aintainer,s duties shall not e"tinct after damage or deterioration of the asset conveyed
to him for rent.
A"ticle 5,,. 1i$pute$ a"i$i&% f"o+ the Co&t"act
(1) The annuity contract may be disputed by a third party entitled to be maintained by
the payer of annuity, should the latter be unable to meet his duties to this third party due to the
annuity. (hould the contract be terminated, the asset conveyed by the annuitant shall be returned
to the same.
() The maintainer shall not be entitled to any reimbursement of the paid annuity.
A"ticle 5,.. Te"+i&atio& of the Co&t"act
(1) @oth the maintainer and the annuitant shall be entitled to as. termination of the
contract, if as a result of failed duties or other grounded reasons continuation of their relations is
impossible.
() ?pon termination of the contract, the asset conveyed for renting shall be returned.
Bayments made by the maintainer shall not be refunded, unless the contract foresees something
else.
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A"ticle 5,/. tipulatio& of I+pe"ceptible Natu"e of the A&&uit(
The contract can stipulate imperceptible nature of the annuity only in case it #as arranged
as a free rent.
A"ticle 5,5. Co&$e>ue&ce$ of the Mai&tai&e"@$ 1eath
(1) (hould the maintainer die, his:her duties shall be assumed by his:her successors #ho
inherit the asset.
() (hould a successor refuse to accept the asset, it #ill be conveyed to the annuitant,
and thus the contract #ill be terminated.
C!APTER VI. 0"ee Loa&$
A"ticle 5,6. 1efi&itio& of the 0"ee Loa& Co&t"act
(1) & free loan is a contract according to #hich a party, referred to as lender, conveys
free of charge an asset to be used by the other party, referred to as borro#er, #hile the latter is
obliged to return the asset as soon as the agreed term e"pires.
() The contract may stipulate a re#ard for #ear and tear of the asset by the borro#er.
A"ticle 5.8. Le&de"@$ Re$po&$ibilit(
(1) The lender shall be liable only for intended action or heavy fault.
() (hould the lender fail his:her obligation to convey the asset, the borro#er shall only
be entitled to see. refund of the damage.
($) (hould the lender deliberately conceal fla#s of the asset or of the entitlement to free
e"ploitation, he:she shall be obliged to refund the damage caused to the borro#er.
A"ticle 5.#. A$$et@$ :ea" a&d Tea"
The borro#er shall not be liable for an alteration or a detriment caused to the state of the
asset, if this is due to the asset,s use in conformity #ith the provisions of the contract.
A"ticle 5.'. Bo""o-e"@$ 1utie$
(1) The borro#er shall .eep and maintain the asset as carefully as a good o#ner, and
shall use it only in purposes determined in the contract or arising from the asset itself.
() The borro#er shall bear necessary e"penses associated #ith the use of the asset. The
borro#er may as. to be refunded for any e"tra e"penses, necessary and urgent, #hich he:she had
to bear in order to preserve the asset.
($) The borro#er shall not be entitled to convey the asset to be used by third parties,
unless the lender gives his:her consent.
A"ticle 5.). Bo""o-e"@$ Re$po&$ibilit(
(1) (hould the borro#er fail to meet his duties stipulated in the article 64 of the present
Code, the lender shall be entitled to demand immediate return of the asset, as #ell as to be
refunded for the caused damage.
() (hould he:she fail to meet the duties stipulated in the article 64 of the present Code,
the borro#er shall bear responsibility even for reasons beyond his:her control (force ma)eure
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circumstances), unless he:she is able to prove that the damage #as inevitable even should he:she
has met the duties. The same rule shall be applied also in cases #hen the borro#er does not
return the asset upon the stipulated term.
($) (hould a number of persons benefit a loan of the same asset, they shall bear common
responsibility to the lender.
A"ticle 5.*. Co++it+e&t to Retu"& the A$$et
(1) The borro#er shall be bound to return the asset received in free use upon e"piry of
the term stipulated in the free loan contract.
() !f the term of the free loan contract is not determined, the borro#er 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 borro#er to use the
asset.
($) !f the term of the free loan contract #as not determined and it cannot be established
by aims of the asset,s use, the lender shall be entitled to demand that the asset be returned at any
time.
A"ticle 5.,. Rete&tio& of the A$$et
The borro#er shall not be entitled to .eep the asset for claims to the lender, e"cept claims
of e"tra e"penses, necessary and urgent and incurred in order to preserve the asset.
A"ticle 5... The Ri%ht to Te"+i&ate a 0"ee Loa& Co&t"act
The lender may terminate a free loan contract in the follo#ing cases2
a) if due to some unforeseen circumstances the lender needs the respective asset for his
o#n use3
b) if the borro#er abuses the aims of the asset,s use established in the contract, if he
conveys the asset to a third party #ithout the borro#er,s consent, or if he e"poses the asset to a
serious danger resulting from lac. of due prudence3
c) if the borro#er died3
d) if the borro#er stopped his:her activities as a legal entity.
C!APTER VII. Loa&
A"ticle 5./. 1efi&itio& of the Loa& Co&t"act
(1) &ccording to a loan contract, the lender conveys to the property of the borro#er
either money or other fungible assets, #hile the borro#er shall be obliged to return the same
amount of money or the assets of the same class, quality and quantity to the lender.
() The loan contract shall be free of charge, unless either the la#s or the contract
stipulate something else.
A"ticle 5.5. 0ailu"e to 0ulfill the Obli%atio& to E7te&d a Loa&
(hould the lender fail to fulfill his:her obligation to e"tend a loan, the borro#er shall be
entitled to as. only for a refund of the pre)udice caused to him:her.
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A"ticle 5.6. I&te"e$t A"i$i&% f"o+ a Loa& Co&t"act
(1) &ccording to a loan contract, the parties may envisage a certain interest rate to be
paid, #hich must be in a reasonable relation to the refinance rate accepted at the >ational
(Central) @an..
() &n agreement upon interest that violates provisions of the paragraph (1) of the
present article shall be null and void.
($) !f 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 #ell as at return of the loan.
(') !n case the borro#er does not pay interest in due time, the lender may demand that
both the loan and the interest be returned to him:her immediately.
A"ticle 5/8. Revocatio& of a Loa& P"o+i$e
The lender shall be entitled to give up on his:her obligations if the borro#er suffers a
substantial crisis of his:her property situation, #hich may lead to his:her inability to return the
loan, including the case #hen this crisis happened before the contract #as set up but became
.no#n to the lender only after it #as signed.
A"ticle 5/#. Retu"& of the Loa&
(1) The borro#er shall return the loan in terms and conditions stipulated in the contract.
!f no interest #as applied, the debtor shall be entitled to return the loan even before the fi"ed
term e"pires.
() The borro#er shall return the assets of the same quality and quantity as the ones he
received and nothing else, even if there #as an increase or a decrease in prices.
($) !f an amount of money #as lent, the borro#er shall be obliged to return the received
face value, #ith no consideration of fluctuations in money value.
(') !f the contract does not establish either the term #hen the loan must be returned, or
the notice term, the loan shall be returned #ithin $8 days after the borro#er #as advised to
return the loan.
A"ticle 5/'. Co&$e>ue&ce$ of 0ail to Retu"& the Loa&
(1) !f nothing else is foreseen in the la#s or the contract, should the borro#er fail to
return the loan in due time, the lender may as. an interest to be paid on the #hole outstanding
amount. The size of interest shall be determined according to the article 417 of the present Code.
() !f the contract envisages that the loan be returned in installments, should the
borro#er fail to return in the due #ay even one installment, the lender may as. for immediate
return of the #hole amount of loan, as #ell as the respective interest.
($) (hould the borro#er fail to refund the borro#ed asset, he shall be obliged to pay its
value estimated sub)ect to the place and the time of assumed obligation.
A"ticle 5/). Co&$e>ue&ce$ of Abu$ed Obli%atio&$ to Gua"a&tee Loa& Pe"fo"+a&ce
(hould the borro#er fail his:her assumed obligations regarding guarantees to return the
borro#ed asset, the lender may as. for immediate return of the loan and the respective interest.
A"ticle 5/*. Le&de"@$ Re$po&$ibilit( fo" the 0la-$ i& the A$$et
The lender shall be liable for any fla#s in the lent asset in compliance #ith the rules
stipulated for the lender,s responsibility.
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C!APTER VIII. Re&t
A"ticle 5/,. 1efi&itio& of Re&t
&ccording 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, #hile
the tenant shall be obliged to pay rent.
A"ticle 5/.. 0o"+ of the Re&t Co&t"act
(1) The contract on rent of real estate shall be done in #ritten form.
() & contract on rent of a real estate for a term e"ceeding three years shall be recorded in
the real estate register. Eiolation of this rule shall ma.e the contract non%demurrable to the third
parties.
A"ticle 5//. Ma7i+u+ Te"+ of the Re&t Co&t"act
& rent contract shall not be concluded for a term over 77 years.
A"ticle 5/5. 0eatu"e$ of the Re&ted A$$et
(1) The asset conveyed by the renter to the tenant shall be in good condition, in
compliance #ith the aim specified in the contract3 the renter shall maintain good condition of the
asset during the term of the rent.
() The asset conveyed by the renter shall be free of any material or legal fla#s.
($) &n asset is considered free of any material fla#s #hen it corresponds to the specified
features. !f no such features have been specified, the asset is considered free of any material
fla#s if it can be used in the aims specified in the contract, or, should such aims be not specified,
in the aims usual for such assets.
(') &n asset shall be considered free of any legal fla#s if no third party can e"ercise
rights over this asset during the term of the asset,s rent.
(-) @efore using his:her rights over the asset, the tenant shall inform the renter about any
fla#s revealed in the asset.
A"ticle 5/6. Reductio& of Re&tal 1ue to a 0la- i& the A$$et
(1) !f the asset is affected by a fla#, the tenant shall be e"empted of paying a portion of
the fi"ed rental, proportional to the reduced use of the asset. The right to pay a smaller rent shall
be discontinued as soon as the fla# is removed. &n insignificant fla# shall not be ta.en into
account.
() !n case of renting a d#elling, conventions that depart from the paragraph (1) of the
present article to disadvantage of the tenant shall not be enforced.
A"ticle 558. Refu&d fo" a P"e?udice Cau$ed th"ou%h 0la-ed A$$et$
(1) !f there is a fla# that limits use of the asset at the moment the contract is set up, or if
a fla# appears later due to renter,s fault, or if the renter is late in meeting his duty to remove the
fla#, the tenant may see., regardless of his:her o#n claims of a reduced rent, a refund for the
produced pre)udice.
() !n case the renter is late in doing it, the tenant may remove the fla# on his:her o#n,
and request a refund for the incurred e"penses.
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A"ticle 55#. Co&$e>ue&ce$ of the Te&a&t@$ A-a"e&e$$ of the 0la-
!f at signing the contract the tenant #as a#are about the fla#s in the asset but did not put
for#ard any claims in connection #ith this fact, he:she shall not benefit the rights foreseen in the
paragraph 657 of the present Code.
A"ticle 55'. I&validit( of A%"ee+e&t o& E7o&e"atio& o" Li+itatio& of Re$po&$ibilit(
Convention according to #hich the renter,s responsibility for fla#s shall be limited or
e"onerated shall not be enforced if the renter deliberately conceals the fla#.
A"ticle 55). Re&te"@$ Re$po&$ibilit( fo" a Thi"d Pa"t(@$ 1eed
(1) The renter shall refund pre)udice caused by abuse of the asset by a third party only in
case the third party is a tenant or if the renter allo#ed him:her use or access the asset.
() 1o#ever, if use of the asset becomes limited, the tenant shall .eep his:her right to
use other available means against the renter.
A"ticle 55*. Co&$e>ue&ce$ of a 1ela( o" Refu$e to Co&ve( the Re&ted A$$et
!f the renter does not convey the rented asset or refuses to convey it in due time, the
tenant shall be entitled to demand fulfillment of this obligation and a refund of the caused
pre)udice or termination of the contract and a refund for the caused pre)udice.
A"ticle 55,. P"ohibitio& to Cha&%e the 0o"+ a&d the Ai+ of the A$$et
>either the renter, nor the tenant shall be entitled to change the aim or the form of the
rented asset.
A"ticle 55.. Method of Re&tal
(1) /ental may be paid in one #hole amount upon e"piry of the rent contract. !f certain
payment terms are established for rental, it shall be paid upon e"piry of these terms.
() Bayment of additional costs shall be compulsory only should there be a respective
agreement bet#een the parties.
($) !f, by the tenant,s fault, there arose some impediments in usage of the rented asset,
he:she shall not be e"onerated of the rental.
A"ticle 55/. G"ou&d$ a&d Co&ditio&$ fo" Cha&%e of the Re&t
(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 ma.e this unad)usted rent unfair.
() The tenant shall be entitled to see. reduction of the rental should the terms of the
contract regarding use of the asset or its condition have essentially #orsened due to some
circumstances beyond the tenant,s control.
A"ticle 555. The Te&a&t@$ 1utie$
The tenant shall be obliged to2
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(a) use the rented asset according to its aim and in conformity #ith the provisions of the
contract3
(b) preserve and ensure integrity of the asset3
(c) cover all the current e"penditures associated #ith use of the asset and its maintenance
in good condition3
(d) ma.e current repair of the rented asset.
A"ticle 556. The te&a&t@$ 1utie$ i& Relatio& to Othe" Te&a&t$
(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 pre)udice that may
arise from his:her failure to meet this duty, #hether it is his:her o#n fault or the fault of other
persons #hom he:she allo#ed to use or access the asset.
() The renter may terminate the contract should the duty foreseen in the paragraph (1)
of the present article be failed.
A"ticle 568. The Te&a&t@$ Ri%ht$ i& Ca$e !i$<!e" 2$e of the Re&ted A$$et i$ 1i$tu"bed b(
A&othe" Te&a&t
(1) The tenant #hose use of the rented asset is disturbed by another tenant or persons to
#hom the latter allo#ed using or accessing the asset, shall be entitled to obtain, depending on
circumstances, a reduction of rental or termination of the contract, if he informs the common
renter about such infringements that affect his:her normal use of the asset and if such
infringements persist.
() The tenant, as #ell, may as. the common renter to refund the pre)udice, e"cept such
cases #hen the latter proves that he:she acted prudently and zealously. The renter may claim
against the guilty tenant for the caused pre)udice.
A"ticle 56#. The Re&te"@$ E&title+e&t to I&$pect the Re&ted A$$et
The renter shall be entitled to inspect condition of the rented asset, carry out its treatment,
and, in case of a real estate, sho# it to eventual buyers or tenants. Let the renter shall e"ercise
his:her entitlement in a reasonable manner.
A"ticle 56'. Refu&d of the P"e?udice Cau$ed to the Re&te"
(1) The tenant shall be liable to refund the pre)udice caused to the renter by losses on the
rented asset, unless he:she can prove that such loss is not his:her fault or fault of the persons
#hom he:she allo#ed to use or access the asset.
() !f the rented asset is a real estate, the tenant shall not be liable for a pre)udice caused
by a fire, unless it is proven that the fire #as caused by the tenant,s activity or activity of the
persons #hom he:she allo#ed to use or access the real estate property.
A"ticle 56). Re$po&$ibilit( fo" :ea" a&d Tea" of the A$$et
The tenant shall not be liable for normal #ear and tear of the asset, if it #as used in
conformity #ith the aims and provisions of the contract.
A"ticle 56*. ub Re&t o" Ce$$atio& of Re&t
(1) The tenant shall be entitled to convey the rented asset into a sub rent or cease the rent
provided the renter,s consent. To do this, he:she shall inform the renter of his:her intention and
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indicate the name and the address of the person #hom he:she intends to sub rent the asset or
cease the rent.
() The renter shall not give up on consent to sub rent or cease the rent, if after the rent
contract #as signed the tenant becomes la#fully interested to convey the asset, integrally or
partly, to a third party. This provision shall not be applicable in cases #hen the third party,s
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.
($) !f the renter refuses to give his:her consent, he:she shall inform the tenant of the
reasons #ithin 1- days, other#ise it shall be understood that the renter gave his:her consent.
(') The renter #ho gives his:her consent on sub rent or cessation of rent shall not be
entitled to as. for anything else e"cept a refund of reasonable e"penses that may arise from sub
rent or cessation.
(-) !n case of a sub rent, the tenant shall .eep his:her liability to the renter.
(4) The term of the sub rent contract shall not e"ceed the term of the rent contract.
(5) Cessation of rent shall e"empt the former tenant of his:her previous duties. (hould an
asset be rented other than a d#elling, the parties may agree upon a different provision.
A"ticle 56,. Re+ed( of the P"e?udice Cau$ed b( the ubte&a&t
(1) !f the renter demands remedy of the pre)udice from the tenant, the subtenant shall be
liable to the renter only up to the amount of rental for sub rent o#ed to the tenant. The subtenant
shall not demur payments made in advance.
() Bayment made by the subtenant, either according to a clause of the sub rent contract
communicated to the renter, or in conformity #ith the local customs, shall not be considered an
advance payment.
A"ticle 56.. Co&$e>ue&ce$ of ubte&a&t@$ 0ailed 1utie$
!f the subtenant,s failed duty causes essential pre)udice to the renter or other tenants, the
renter may as. termination of the sub rent contract.
A"ticle 56/. Co&$e>ue&ce$ of Re&te"@$ 0ailed 1utie$
!f the renter fail to meet his:her duties, the subtenant may overta.e the rights of the tenant
to bind the renter to meet his:her duties.
A"ticle 565. Obli%atio& to 1o Capital Repai"
(1) The renter shall be obliged to do capital repairs of the rented asset, unless something
else is provided by la# or the contract.
() Capital repairs shall be done #ithin the term established in the contract or #hen such
necessity emerges that cannot be postponed.
($) /enter,s failure to meet this duty shall entitle the tenant to do capital repairs and
offset the incurred e"penditures against the rental.
A"ticle 566. Obli%atio& to I&fo"+ the Re&te" about the 0la-$
The tenant #ho .no#s about a fla# or a substantial deterioration of the rented asset shall
inform the renter as soon as possible, or #ill have to remedy the pre)udice.
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A"ticle 688. Co&$e>ue&ce$ of Cha&%e of the Re&ted A$$et@$ O-&e"
!f the rented asset, after it has been conveyed to the tenant, is alienated by the renter to a
third party, the latter shall replace the renter in all his:her rights and duties arising from the rent.
A"ticle 68#. Co&$e>ue&ce$ of E7p"op"iatio& of the Re&ted A$$et
(1) Total e"propriation of the rented asset shall discontinue rent, commencing from the
date #hen the e"propriator is entitled to ta.e possession over the asset.
() !n case of a partial e"propriation, the tenant may, depending on the circumstances,
obtain a reduction of rental or cessation of rent.
A"ticle 68'. 1eath of the Te&a&t o" the Re&te"
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 e"ecuted.
A"ticle 68). Te"+i&atio& of the Co&t"act
The rent shall be discontinued in the follo#ing cases2
(a) the term of the contract is e"pired3
(b) the rented asset is destroyed3
(c) in other cases foreseen by la# or the contract.
A"ticle 68*. E7te&di&% the Te"+ of the Co&t"act
(1) !f the contractual relations continue by default after the term of the contract e"pired,
the contract shall be considered e"tended for an undetermined period of time.
() ?pon e"piry of the rent contract, the tenant shall have a priority right to set up a ne#
contract if2
(a) he:she has met his:her contractual duties3
(b) the asset is rented for a ne# term3
(c) he agrees to the ne# terms of contract established by the renter.
($) & guarantee issued by a third party to insure observance of duties by the tenant shall
not e"tend over the ne# rent.
A"ticle 68,. Te"+i&atio& of the Co&t"act
(1) Termination of the contract #ithout any specified term may ta.e place upon request
from any of the parties at $ months notice in case of real estate and 1 month in case of mobile
assets, unless the contract contains a different stipulation.
() !f a d#elling or any other premises aimed for d#elling is in condition that is a real
danger for health of the people, the tenant may terminate the contract #ithout notice. The tenant
shall have the same right also if at signing the contract he:she #as a#are of danger but did not
put for#ard claims in connection #ith it.
($) Termination of the rent contract shall imply termination of the sub rent contract,
unless there is a different stipulation in the rent contract.
A"ticle 68.. Te"+i&atio& of the Co&t"act o& Re&te"@$ I&itiative
The renter shall have right to see. termination of the contract if the tenant2
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(a) does not use the rented asset in the appropriate aims or in conformity #ith the
provisions of the contract3
(b) deliberately or by fault admits deterioration of condition of the asset or creates a real
threat of such deterioration3
(c) does not pay rental during $ months after the due term e"pires, unless the contract
contains a different provision3
(d) sets up a sub rent contract #ithout the renter,s consent3
(e) in other cases foreseen by la# or the contract.
A"ticle 68/. Te"+i&atio& of the Co&t"act o& the Te&a&t@$ I&itiative
The tenant shall be entitled to as. termination of the contract in the follo#ing cases2
(a) #hen he:she becomes incapable and cannot e"ploit the rented asset any longer3
(b) #hen he:she has a )ail sentence and thus cannot meet his:her contractual duties3
(c) in other cases foreseen by la# or the contract.
A"ticle 685. Retu"& of the Re&ted A$$et$
(1) ?pon termination of contractual relations the tenant shall return the rented asset in the
same condition the latter #as conveyed to him:her or in condition specified in the contract.
() Bre)udice caused by #orsened condition of the asset shall be refunded by the tenant,
unless he:she is able to prove his:her innocence. (imilarly, the tenant shall be liable for any
deterioration caused by his:her family members, subtenant or third parties #hom he:she allo#ed
access to the rented asset.
($) The tenant shall be liable for deterioration of the asset in the amount equal to the
amount by #hich the asset,s value #as reduced, unless the contract has a different provision.
A"ticle 686. The 0ate of I+p"ove+e&t$
(1) ?pon e"piry of the term or termination of the contract, the tenant shall be entitled to
separate any improvements he:she made to the asset at the renter,s permission, #hich can be
separated #ithout any detriment to the asset, or as. for a refund of the value of these
improvements from the renter, unless la# or the contract has a different clause.
() The tenant shall be entitled to separate improvements made to the asset #ithout the
renter,s permission, if they can be separated #ithout any detriment to the asset and if the renter
refuses to refund their cost. !f the improvements made #ithout permission of the renter cannot be
separated #ithout deteriorating the asset, they #ill become property of the renter.
($) ?pon the renter,s request, any unauthorized construction shall be demolished by the
tenant or at the latter,s e"pense.
A"ticle 6#8. Co&$e>ue&ce$ of 0ailu"e to Retu"& the Re&ted A$$et i& 1ue Ti+e
!f upon termination of contractual relations the tenant does not return the rented asset, the
renter shall be entitled to as. rental for the entire period of delay. !t shall be possible to as. a
refund of pre)udice in the amount that remains uncovered by the rental.
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C!APTER I4. La&d Lea$e
A"ticle 6##. Ge&e"al P"ovi$io&$ o& La&d Lea$e
(1) & land lease is a contract set up bet#een the o#ner, usufructuary or any other legal
possessor of lands and other agricultural assets, and the lessee, regarding e"ploitation of these
assets during a certain period and for the price agreed upon by the parties.
() @y the parties, common agreement, provisions on leasing shall apply also to renting
other real estate.
($) Brovisions on renting shall be appropriately applied to the lease contract, unless the
present chapter contains other provisions.
A"ticle 6#'. 0o"+ of the Co&t"act
The contract on lease of lands and agricultural assets shall be set up in #ritten form.
A"ticle 6#). 1e$c"iptio& of the Lea$ed A$$et
(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. ?pon termination of lease
the same provisions shall be applied respectively.
() The document containing the description shall have the date on it and shall be signed
by both the parties.
A"ticle 6#*. 1etail$ of the La&d Lea$e Co&t"act
& contract on lease of a land plot shall stipulate conditions for use of the ob)ects placed
on this plot, including agricultural equipment and machines.
A"ticle 6#,. The Te"+ of La&d Lea$e
(1) The term of a land lease contract cannot be less than one year.
() Three months prior to the e"piry date of the land lease contract, the lessor shall send
an advice to the lessee informing the latter about un#illingness to e"tend his:her land lease
contract.
($) 9hen the land lease term e"pires and the lessor has not required conveyance of the
plot and the lessee continues its e"ploitation, the lease contract shall be considered as e"tended
for one more year.
A"ticle 6#.. La&d Lea$e 0ee
(1) The land lease fee shall be paid in .ind, in monetary e"pression, or both, according
to the agreement bet#een the parties to the contract, and shall be paid in the time and place
established in the contract.
() The land lease fee in .ind shall be established as a determined quantity of products or
a percentage of output. Broducts used for payment of the land lease fee shall be established by
the parties sub)ect to particular agricultural activity and respective zone.
($) Term and place of lease payment in .ind shall be agreed upon by the parties, #ith
due consideration to the nature of products and their specific #ay of production.
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A"ticle 6#/. Reductio& of the La&d Lea$e 0ee
!f more than a half of obtained crop on the leased plots perishes due to force ma)eure
circumstances, the lessee may request that his:her land lease fee be reduced respectively. The
right to reduction shall e"ist till collection of the crop.
A"ticle 6#5. The Ri%ht to Collate"al o" Mo"t%a%e b( the Le$$o"
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.
A"ticle 6#6. Cha&%e$ i& the Cate%o"( of La&d 2$e
The lessee can change destination of the leased plot only by a prior #ritten consent of the
o#ner and by observing the effective legal provisions.
A"ticle 6'8. Co&t"actual 1i$t"ibutio& of Ri$;$
(1) The parties to the contract may stipulate in the same, as their common consent, cases
and e"tent to #hich they agree to support pre)udice caused by natural calamities.
() &s #ell, a matter of common agreement, the parties may foresee sharing total or
partial loss of the leased assets due to some force ma)eure circumstances.
A"ticle 6'#. Te"+i&atio& of La&d Lea$e
(1) The land lease shall be discontinued as soon as the agreed term e"pires.
() Termination of land lease ahead of the established term shall be pursued according to
the legislation in force.
A"ticle 6''. I+plicatio&$ of Te"+i&ated La&d Lea$e Co&t"act
(hould a land lease contract be terminated before the agricultural year is over, the lessor
shall be obliged to refund the lessee the value of those crops that, though uncollected, shall be
shared later in the year in conditions of a normal management.
C!APTER 4. Lea$i&%
A"ticle 6'). Ge&e"al P"ovi$io&$ o& Lea$i&% Co&t"act$
(1) & 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, #hile the latter shall be
obliged to pay, in installments, a certain amount of money (dues).
() ?nless there are other provisions, the right to choose an asset or a seller shall belong
to the lessee.
($) @y the end of the contract that terminates #ith full amortization, the property shall be
conveyed to the lessee.
(') The lessee may be obliged or entitled, through the leasing contract, to buy or lease the
asset upon e"piry of the contract, unless the latter terminates due to full amortization of the asset.
!n all such cases estimate of price or leasing shall comprise the cost of asset,s amortization.
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?nless there is an opposite provision, the lessee shall have a priority right to purchase or further
lease the asset.
(-) Brovisions on leasing shall not be applied if the assets are to be used in personal,
family or domestic purposes.
A"ticle 6'*. Applicatio& of P"ovi$io&$ o& the Re&t Co&t"act
Brovisions regarding the rent contract shall be correspondingly applicable to the leasing
contract as long as the present chapter has no other provisions
A"ticle 6',. The 0o"+ a&d the Co&te&t$ of a Lea$i&% Co&t"act
(1) & leasing contract shall be concluded in #ritten form.
() The contract shall contain the follo#ing2
(a) price of the asset3
(b) total amount, number and settling day of installments3
(c) final payment and methods applied to its calculation should the contract be terminated
ahead of time.
A"ticle 6'.. P"e$e"vatio& of Mobile Natu"e of the A$$et
The asset that is ob)ect of a leasing contract shall preserve its mobile nature during the
term of the contract, even if it is attached to or incorporated in an immobile asset, as long as it
does not loose its individuality.
A"ticle 6'/. Notificatio& o& the Lea$i&% Co&t"act
The lessor shall be obliged to inform the seller on the leasing contract already concluded
or to be concluded.
A"ticle 6'5. elle"@$ Obli%atio& to the Le$$ee
(1) The seller of the asset shall have direct duty to the lessee for legal or conventional
guarantees inherent to a sale contract. 1o#ever, the seller shall not be liable to both the lessor
and the lessee for the same pre)udice.
() Brovisions of the paragraph (1) of the present article do not invest the lessee #ith the
right to terminate or amend the sale contract #ithout the lessor,s consent.
($) ?nless the contract foresees something else, the lessor shall not be liable for any fail
of duties by the seller, e"cept if it #as the lessor #ho selected this seller.
A"ticle 6'6. 1ele%atio& of Ri$;$ a&d Co$t$ to the Le$$ee
(1) The lessee shall assume, as soon as he enters in possession, all the ris.s for
deterioration of the asset, including force ma)eure circumstances.
() The lessee shall support all the e"penses required to maintain and repair the asset.
($) !f so stipulated in the contract, the parties may avoid provisions of the paragraphs (1)
and () of the present article.
A"ticle 6)8. Re$po&$ibilit( of the Le$$o" a&d the Le$$ee
@oth the lessor and the lessee shall bear responsibility for their o#n obligations assumed
according to the leasing contract and legislation in force.
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A"ticle 6)#. Ri%ht$ A"i$i&% f"o+ the Co&t"act
(1) The lessor may transfer or other#ise dispose of his:her rights over the asset or the
ones arising from the leasing contract. (uch transfer or other disposal of his:her rights shall not
e"empt 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 lessor,s consent and #hen rights of all third parties are observed.
C!APTER 4I. E&t"ep"e&eu"$hip a&d Offe" of e"vice$
Section 1. Gene!"# .!o'isions
A"ticle 6)'. 0"eedo+ to elect the :a( to 1elive" e"vice$ a&d Pe"fo"+ :o";$
Antrepreneur or service provider shall be free in selecting his:her #ay to deliver services
or perform #or.s and there is no subordinate relation bet#een him:her and beneficiary of
services.
A"ticle 6)). Re+u&e"atio&
(1) /emuneration shall be considered as set by default, if sub)ect to circumstances, such
#or.s or services are carried out only in e"change for certain remuneration.
() !f 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 #ith the .no#n rates, and
should there be no rates, upon an ordinary remuneration.
A"ticle 6)*. A& E$ti+ate
(1) !f upon setting up the contract, the price for #or.s or services #as evaluated, the
entrepreneur or service provider shall )ustify an increase in remuneration.
() The beneficiary shall not be obliged to pay such increase unless it arises from #or.s
or services or e"penses, #hich the entrepreneur or service provider could not foresee at the time
the contract #as set up.
A"ticle 6),. E&t"ep"e&eu"@$ o" e"vice P"ovide"@$ Repo"t
!n case remuneration is established in function of value of #or.s, services or delivered
goods, the entrepreneur or service provider shall be obliged to issue a progress report, upon the
beneficiary,s request, on the already performed #or.s, delivered services or incurred e"penses.
A"ticle 6).. Co&t"actual P"ice
(1) !n case there is a price of a #or. or a service fi"ed in the contract, the customer shall
be obliged to pay the agreed remuneration and cannot claim any reduction in remuneration on
the prete"t that the #or. or service demanded in fact less #or. or fe#er e"penses than
envisaged.
() (imilarly, the entrepreneur or service provider cannot demand any increase in
remuneration due to opposite reasons.
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($) The contractual price shall remain the same even if amendments have been done to
the initial terms and conditions, unless the parties agree other#ise.
A"ticle 6)/. Pe"$o&al e"vice
(1) The entrepreneur or service provider shall offer a service personally only if it arises
from the contract, circumstances or nature of service.
() The entrepreneur shall be liable to monitor and bear responsibility in any case.
A"ticle 6)5. Obli%atio& to I&fo"+ the Be&eficia"(
The entrepreneur or service provider shall be liable, before concluding the contract, to
provide the beneficiary #ith any .ind of information relating to the nature of #or. or service to
the greatest e"tent possible, as #ell as any information relating to the assets and terms required
to perform the #or. or service.
A"ticle 6)6. uppl( of A$$et$ b( the E&t"ep"e&eu" o" e"vice P"ovide"
(1) The entrepreneur or service provider shall supply all the assets required to e"ecute
the contract, e"cept such cases #hen there is a different provision.
() The assets shall be of good quality to perform #or.s or provide services. The
entrepreneur or service provider shall provide the same guarantees for the assets as the seller
does.
($) !t is a sale contract and not an entrepreneurship or service contract in case of #or.s
or services that are secondary to the value of assets supplied by the entrepreneur or service
provider.
A"ticle 6*8. 2$e of Be&eficia"(@$ A$$et$
(1) !n case the assets are supplied by the beneficiary, the entrepreneur or service
provider shall use them carefully and shall .eep a log of their use.
() !n case the assets are apparently inappropriate for use in conformity #ith the fi"ed
aims or are affected by an obvious or a hidden fla# that becomes .no#n, the entrepreneur or
service provider shall immediately inform the beneficiary, or other#ise the former shall be liable
for an eventual pre)udice that may arise from use of the asset.
($) The entrepreneur or service provider shall report to the beneficiary about the #ay the
supplied assets are being used and shall return him:her the balance of these assets.
A"ticle 6*#. A Ri$; of 2&e7pected 1e$t"uctio& of the A$$et$
!f the assets required to e"ecute the contract are une"pectedly destroyed, their loss shall
be supported by #hoever supplied them, unless the contract contains a different provision.
A"ticle 6*'. The E&t"ep"e&eu"@$ o" e"vice P"ovide"@$ Ri%ht$ i& Ca$e the Offe"ed
e"vice i$ &ot Accepted
(1) The entrepreneur or service provider may see. a corresponding refund #ithout any
obligation of further service, if the beneficiary does not accept the #or. or the service. The
beneficiary shall pay compensations also #hen he:she does not underta.e measures required to
produce a #or. or a service.
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() The amount of compensation shall be determined depending on the term of delay and
the amount of remuneration, deducting #hatever the entrepreneur or service provider saves due
to a delay or refuse or has managed to gain from other use of his:her labor.
A"ticle 6*). Te"+i&atio& of the Co&t"act b( the Be&eficia"(
The beneficiary can terminate the contract at any time before the #or. or the service is
completed, but he:she shall pay the entrepreneur or service provider remuneration for the offered
services and compensate a pre)udice caused by termination.
A"ticle 6**. Te"+i&atio& of the Co&t"act b( the E&t"ep"e&eu" o" e"vice P"ovide"
(1) (hould there be no grounded motivation for termination, the entrepreneur or service
provider may terminate the contract only by ensuring that the beneficiary other#ise receive the
agreed #or. or service. !f there is a grounded reason, the obligation to refund shall be e"cluded.
() The entrepreneur or service provider shall return the received advance payment
should he:she terminate the contract.
($) !f the entrepreneur or service provider terminates the contract, he:she may as. a
proportional amount of remuneration for already offered services, provided that the beneficiary
is interested in these services.
A"ticle 6*,. 1eath of the Be&eficia"(
;eath of the beneficiary shall not imply discontinuation of the contract, e"cept the case
#hen its e"ecution becomes impossible or useless.
A"ticle 6*.. 1eath o" I&capacit( of the E&t"ep"e&eu" o" e"vice P"ovide"
The death or incapacity of the entrepreneur or service provider shall not imply
discontinuation of the contract e"cept the case #hen it #as signed o#ing to his:her personal
characteristics or #hen it cannot be carried on appropriately by a successor3 in the last case the
beneficiary shall be entitled to terminate the contract.
SECTION 2. Ent!e.!ene,!si.
A"ticle 6*/. 1efi&itio& of E&t"ep"e&eu"$hip Co&t"act
(1) &ccording the entrepreneurship contract the entrepreneur shall commit to carry out a
certain #or. as per the contract at his:her o#n ris., #hile the customer shall commit to receive
the ready #or. and pay the agreed price for it.
() (ub)ect of the entrepreneurship contract may be both manufacturing or
transformation of an asset, and other outputs derived from offered services.
A"ticle 6*5. T"a&$fe" of P"ope"t( Ri%ht
!f the entrepreneur carries out a #or. using his:her o#n inputs, he:she shall transfer the
property right over the asset to the customer.
A"ticle 6*6. Gua"a&tee a%ai&$t 0la-$
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(1) The entrepreneur shall convey the customer a #or. that is free of any material or
legal fla#s.
() The #or. is free of any material fla#s if it has the necessary qualities. !f no provision
is made as to its qualities, a #or. shall be considered free of any material fla#s if it is
appropriate for use according to the contract or if one cannot )udge of any such use, if it is
appropriate for a common use.
($) Close to a material fla# is the situation #hen the entrepreneur produces a #or.
different of the ordered one, or if he:she produces a #or. that is smaller by size or dimension
than the contractual one, if #ith delivery of such service, in certain circumstances, the contract
can be still regarded as implemented.
(') & #or. is free of legal fla#s if no third party can claim against the customer.
A"ticle 6,8. Co&$ide"able E7ce$$ of the E$ti+ate
(1) !n case a considerable e"cess over the estimate is necessary, the entrepreneur shall
immediately inform the customer of the fact. <ail of this duty gives the customer the right to
terminate contract and claim pre)udice or as. e"emption of his:her duty to pay for any e"cess of
the agreed estimate.
() !f this considerable e"cess of the estimate #as unforeseeable at setting up the
contract, the entrepreneur shall have right only to additional e"penditures, #hile the customer
shall be entitled to either accept this e"cess or as. termination of the contract.
A"ticle 6,#. I&fo"+atio&al 1utie$ of the E&t"ep"e&eu"
(1) The entrepreneur shall inform the customer about2
(a) material delivered by the customer cannot be used or is of poor quality3
(b) fla#s in material #ill cause fla#s in the final product3
(c) observance of customer,s instructions places in danger reliability or utility of the
#or.3
(d) there are other circumstances that do not depend on the entrepreneur and that
threaten reliability and utility of the #or..
() (hould the entrepreneur fail to observe the obligation stipulated in the paragraph (1)
of the present article, the customer shall have right to be refunded #as the caused pre)udice.
A"ticle 6,'. The E&t"ep"e&eu"@$ Ri%ht to Te"+i&ate the Co&t"act
!f the customer, in due time and manner informed by the entrepreneur, does not replace
useless or poor material #ithin the agreed term, does not change his:her instructions concerning
the #ay the #or. shall be e"ecuted, or does not address other circumstances that threat reliability
or utility of the #or., the entrepreneur shall be entitled to terminate contract and be refunded for
the caused pre)udice.
A"ticle 6,). E&t"ep"e&eu"@$ Ri%ht to Pled%e CRete&tio&D
The entrepreneur shall have right of pledge (or retention) over the mobile asset produced
or improved by him:her, if #hile producing or improving it the asset #as conveyed into his:her
possession. This provision shall not be applicable if the entrepreneur #as a#are, #hen ta.ing
over the asset, that the o#ner #as against of its production or improvement.
A"ticle 6,*. Mo"t%a%e of a Co&$t"uctio& ite
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!f sub)ect of the contract is a construction site or parts of a construction site, the
entrepreneur shall be entitled to as. mortgage of the customer,s construction site in order to
guarantee the former,s rights emerging from the entrepreneurship contract.
A"ticle 6,,. Te"+ of the Co&t"act
(1) Barties to the contract can agree upon a general term, or, as a case may be, upon the
date the #or.s must commence, terms by #hich some parts of #or.s shall be completed and the
term the #or. must be finished.
() The term shall be changed only by common agreement of the parties.
($) !f parties so agree, #or.s may be completed in shorter term or immediately, in
presence of the customer.
A"ticle 6,.. I+plicatio&$ of 0ailu"e to 0i&i$h the :o";
(1) !f the #or. cannot be finished due to some reasons beyond the parties, control, the
entrepreneur shall not be entitled to any remuneration.
() The entrepreneur shall be entitled to receive a remuneration if the #or. cannot be
finished due to the fla#ed material provided by the customer or due to the latter,s instructions,
provided that the entrepreneur has met his:her informational duties.
A"ticle 6,/. Ri$; of 2&e7pected 1ete"io"atio& of the ub?ect of the Co&t"act
(1) The ris. to une"pectedly destroy, loose or deteriorate the sub)ect of the contract
before its conveyance shall be supported by the entrepreneur. The same ris. shall be supported
by the customer as soon as the #or. is handed over to the latter.
() (hould the customer delay ta.ing over the #or., the ris. shall be assumed by
him:her from the date he:she committed a delay.
A"ticle 6,5. Ta;i&% Ove"
(1) &fter the #or. is completed, the customer shall be obliged to ta.e over the
completed #or. in the manner, place and time established by la# or the contract.
() Ta.ing over the #or. is a statement by #hich the customer accepts it, #ith or
#ithout reservations.
($) (imilar to a ta.ing over is a situation #hen the customer does not ta.e over the
finished #or. #ithin a term established by the entrepreneur.
A"ticle 6,6. 1ocu+e&tatio& of a Ta;i&% Ove"
(1) &ny revealed fla#s or deviations shall be stated in a report of ta.ing over%handing
over signed by the parties or arranged unilaterally, #hich establishes the manner, terms and
conditions to remove the revealed fla#s and deviations.
() The fla#s and deviations shall be removed at the entrepreneur,s e"pense.
($) The customer #ho too. over the #or. #ithout any reservation shall retain his:her
rights to claim against the entrepreneur should there be revealed some hidden fla#s.
A"ticle 6.8. Clai+$
Claims relating to some hidden fla#s or deviations from the contractual conditions that
could not be revealed at ta.ing over the #or. shall be immediately declared to the entrepreneur
as soon as they are revealed.
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A"ticle 6.#. Re+ed( of the 0la-$
(1) !f the #or. has fla#s, the customer may demand their remedy. The entrepreneur
may, at his:her o#n choice, either remedy fla#s or produce a ne# #or..
() The entrepreneur shall bear the required costs to produce remedy, specifically
transportation, travel, labor costs and the cost of materials.
($) The entrepreneur may give up on remedy if it is possible only by incurring large
costs.
A"ticle 6.'. E&t"ep"e&eu"@$ Ri%ht to a Ne- :o";
!f the entrepreneur engages in a ne# #or., he:she may as. the customer refund the cost
of the fla#ed #or., according to provisions on termination of the contract.
A"ticle 6.). Cu$to+e"@$ Ri%ht to Re+ed( of the 0la-
(1) (hould the term for remedy established by him:her e"pire #ithout any result, the
customer may remedy the fla# him:herself and as. for the incurred e"penses to be refunded,
provided that the entrepreneur does not re)ect remedy because of large e"penses.
() The &rticle 587 of the present Code shall be applied accordingly. >o term is
necessary also if the remedy failed.
($) The customer may as. an advance payment from the entrepreneur to cover the costs
needed to remedy the fla#.
A"ticle 6.*. Te"+i&atio& of Co&t"act due to 0la-$
(1) The customer may terminate the contract in conformity #ith the article 587 of the
present Code for a fla# in the #or..
() @esides cases foreseen in the paragraph () of the article 587 of the present Code,
establishing a term is not necessary even #hen the remedy failed.
($) The entrepreneur shall pay the customer for the caused pre)udice.
A"ticle 6.,. A 1ec"ea$e i& the Value of the :o";
The customer #ho has not as.ed to remedy the fla# #ithin 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 #or. due to the fla#.
A"ticle 6... Co&$e>ue&ce$ of a 1eceit
!f the fla#s #ere deliberately hidden, the entrepreneur cannot invo.e a convention by
#hich the rights of the customer regarding the fla#s are cancelled or restricted.
A"ticle 6./. Re+u&e"atio& i& Co&fo"+it( -ith the E&t"ep"e&eu"$hip Co&t"act
(1) &fter the #or. has been ta.en over, the customer shall be obliged to pay the agreed
remuneration, unless legislation or the contract foresee payment in installments or other .ind of
payment.
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() The customer shall be entitled to .eep part of the due remuneration in the amount
sufficient to cover his:her reservations stated at ta.ing over the #or., relating to any fla#s in the
#or., until all due repairs or improvements have been made.
($) The customer cannot e"ercise his:her right stipulated in the paragraph () of the
present article if the entrepreneur provides sufficient guarantees of meeting his:her duties.
A"ticle 6.5. E&t"ep"e&eu"@$ avi&%$
(1) The cost of the #or. reduced by the entrepreneur compared to the one stipulated in
the contract, #ithout any decrease in quality or volume of the #or., shall not e"empt the
customer of paying the established remuneration.
() The parties may agree to a different #ay to share the savings obtained due to reduced
cost of the #or..
A"ticle 6.6. Li+itatio&$ i& the E&t"ep"e&eu"$hip Co&t"act
(1) The term of limitation shall be of one year commencing from the date the #or. #as
ta.en over.
() &n action relating to constructions may be brought #ithin a five years term.
($) !f the contract envisages that the #or. be ta.en over part by part, the limitation term
shall commence on the date #hen the #or. #as ta.en over in its entirety.
A"ticle 6/8. Gua"a&tee Te"+
!f legislation or the contract foresees a guarantee term, a complaint may be submitted
#ithin this term. The limitation term shall commence on the moment the complaint is sent, and if
a complaint #as not sent, the limitation term shall start from e"piry date of the guarantee term.
ECTION ). Offe" of e"vice$
A"ticle 6/#. 1efi&itio&
(1) & contract on offer of services envisages that the service provider shall offer agreed
services and the beneficiary shall pay a due remuneration for them.
() (ub)ect of the contract are services of all .inds.
($) Labor contracts shall be regulated by labor legislation.
A"ticle 6/'. Te"+$ of Pa(+e&t
(1) Bayment for services shall be done after the services are offered.
() !f the payment for services is estimated for certain time periods, then remuneration
shall be done upon the end of each such time period.
A"ticle 6/). 1ela($ i& Accepti&% the e"vice$
!f 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. 1o#ever, he:she shall have to admit
that the amount of payment shall be deducted equally by the amount of savings he:she made
o#ing to the non%provided services, or by the amount of income received for the services
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200
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 #ill.
A"ticle 6/*. E&$u"i&% 1ue E&vi"o&+e&t fo" Offe" of e"vice$
(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 #ith his:her instructions that the service
provider be protected against life and health threats to the e"tent allo#ed by the nature of
service.
() @eneficiary,s duties arising from the paragraph (1) of the present article shall not be
cancelled or limited by a prior contract.
A"ticle 6/,. Te"+i&atio& of Co&t"actual Relatio&$
(1) The contractual relations shall discontinue upon e"piry of the time period for #hich
they #ere established.
() !f 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.
A"ticle 6/.. Te"+$ of Co&t"act Te"+i&atio&

The relations pertaining to the contract may be terminated2
a) if payment is made day by day * daily, starting #ith the end of the follo#ing day3
b) if payment is made #ee. by #ee. * on the first #or.ing day of a #ee. at latest,
starting #ith the follo#ing (aturday evening3
c) if payment is made month by month * on the 1-th of the month at latest, starting #ith
the end of calendar month3
d) if payment is made quarter by quarter or longer periods of time * in observance of a
si" #ee.s notice for termination, starting #ith the end of a calendar quarter3
e) if payment is not made on time basis * at any time. !f relations associated #ith
offered services occupy all the service provider,s time, there must be a t#o #ee.s notice.
A"ticle 6//. Lo&%9te"+ Co&t"act$
!f 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 si" months notice.
A"ticle 6/5. E7te&$io& of the Co&t"act b( 1efault
!f relations bet#een the parties continue after the term of the contract e"pired, #ith the
other party a#are of the fact, the contract shall be considered e"tended for an unlimited term,
provided that the other party does not immediately re)ect such e"tension.
A"ticle 6/6. Motivated Te"+i&atio&
(1) !f after the contractual relations have been enforced the contract is terminated on
grounded reasons in conformity #ith the article 5'6 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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201
() !f the service provider terminates the contract due to some reasons that are not
connected #ith the beneficiary,s 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. !f an advance
payment #as made, the service provider shall be obliged to refund this amount in conformity
#ith the article 5$7 of the present Code or, should the termination ta.e place due to some
reasons beyond the service provider,s control, in conformity #ith the rules concerning unfair
enrichment.
($) (hould the termination ta.e 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 pre)udice caused by
termination of the contract.
A"ticle 658. Ce"tificate of Labo" I&ve$ted b( the e"vice P"ovide"
!n case of long%term relations, the service provider may as. the other party to issue a
#ritten certificate of the former,s activity and #or. period.
C!APTER 4II. hip+e&t
Section 1. Gene!"# P!o'isions
A"ticle 65#. 1efi&itio& of a hip+e&t Co&t"act
(1) &ccording to a shipment contract, the shipper shall be obliged to transport cargo or
passengers to the place of destination, for a corresponding remuneration.
() & free shipment of a person or an commodity, e"cept cases of entrepreneurship #hen
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.
A"ticle 65'. Obli%atio& to et 2p a hip+e&t Co&t"act
&n entity that announces in public his:her cargo and passenger transportation services
shall sign a shipment contract, e"cept the cases #hen there is a serious ground not to do so.
A"ticle 65). ucce$$ive a&d Co+bi&ed hip+e&t
(1) (uccessive shipment is a shipment that is done by a number of shippers #ho follo#
each other in using the same conveyance.
() Combined is a shipment in #hich the shippers follo# each other using different
conveyances.
A"ticle 65*. Replace+e&t of the hippe"
(1) !f the shipper totally or partly delegates his:her duties, the person to replace him:her
shall be considered party to the shipment contract.
() Bayment made by the customer to one of the shippers shall be liberate.
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A"ticle 65,. The Te"+ of hip+e&t of a Ca"%o o" a Pa$$e&%e"
(1) The shipper shall transport a cargo or a passenger and luggage #ithin the terms
specified in la# or the contract, and in absence of such fi"ed terms, in a reasonable term.
() (hipment must be done by the shortest and most reasonable route.
A"ticle 65.. hip+e&t 0ee
(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.
() The shipment fee shall be paid before the cargo or passengers and the luggage are
shipped, unless other#ise provided in la# or the contract.
($) The shipper shall be entitled to arrest the cargo and luggage until the shipment fee is
paid.
Section 2. P"ssen$e! T!"ns.o!t"tion
A"ticle 65/. Tic;et CT"avel E&title+e&tD
(1) & passenger transportation contract shall be confirmed (documented) by a tic.et
(travel entitlement).
() The tic.et (travel entitlement) may be either transmittable or non%transmittable.
Bossibility of transmittance shall be discontinued at the beginning of travel at latest.
A"ticle 655. E7te&t of 1ut(
(1) Bassenger transportation includes boarding, transportation and landing.
() The shipper shall be responsible to deliver the passenger to his:her destination place
in safety.
A"ticle 656. hippe"@$ Re$po&$ibilit(
(1) The shipper shall be liable to refund the pre)udice caused to a passenger, e"cept cases
#hen such pre)udice results from a force ma)eure circumstance, passenger,s health or deed. The
shipper shall be liable to refund a pre)udice also if it is due to his:her o#n state of health or
health of his:her staff, or to condition of the vehicle.
() (hipper,s responsibility for pre)udice resulting from a delay shall be e"cluded, unless
something else has been e"plicitly agreed upon, or if it #as not the shipper,s deliberate act or
heavy fault.
() The shipper,s responsibility cannot be e"cluded or limited by a contract.
($) Limits to the size of compensations in public passenger transportation shall be
approved by the +overnment.
A"ticle 668. hippe"@$ Re$po&$ibilit( fo" the Lu%%a%e
(1) The shipper shall be responsible for loss, destruction or deterioration of luggage
entrusted to him:her by the passenger, e"cept such cases #hen an act of force ma)eure can be
proven, proper fla# of the asset or passenger,s o#n fault.
() (till, he:she shall not be responsible for loss of documents, money and other assets of
value, e"cept such cases #hen the nature or value of the asset #as declared to him:her and he:she
still agreed to transport them. 0oreover, he:she shall not be responsible for lost hand luggage
under passenger,s o#n control, e"cept such cases #hen the latter can prove the shipper,s fault.
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203
A"ticle 66#. The hippe"@$ Re$po&$ibilit( i& Ca$e of ucce$$ive o" Co+bi&ed
T"a&$po"tatio&
!n case of a successive or combined passenger transportation, the liability shall lie #ith
the shipper during #hose duty a pre)udice #as caused, e"cept such cases #hen one of the
shippers has assumed overall responsibility for the entire route in an e"plicit statement.
A"ticle 66'. Pa$$e&%e"@$ Re$po&$ibilit(
The passenger shall be liable for pre)udices caused to the shipper by the former,s
behavior or by condition of his:her luggage, e"cept such cases #hen a pre)udice #as caused
regardless of the passenger,s diligent behavior.
A"ticle 66). Te"+i&atio&
(1) The passenger may terminate the contract at any time, provided that it does not lead
to any delays. 1e:she shall compensate the shipper for any pre)udice caused by termination of
the contract.
() !f some previously un.no#n circumstances connected #ith the shipper,s activity
become .no#n to the passenger, #ho, if he:she #as a#are of them at the time, #ould not have
signed the transportation contract, he:she shall be entitled to terminate the contract.
($) The passenger shall be entitled to terminate the contract also if some delays are to be
e"pected compared to the agreed timings. !n such cases no refund shall be applicable.
SECTION 3. Si./ent o+ Goo)s
A"ticle 66*. hip+e&t b( eve"al Co&ve(a&ce$
!n case the vehicle carrying goods to be transported ma.es part of the road by sea, rail#ay, river
or channel or by air #ithout unloading or transshipping the goods, provisions of this paragraph
shall apply to the #hole transportation.
A"ticle 66,. The 0o"+ of the Co&t"act of T"a&$po"tatio& e"vice$
(1) & contract of transportation services shall be stated in a bill of lading.
() &ny lac., loss or damage caused to the bill of lading shall not affect validity of the
contract of transportation.
A"ticle 66.. Rule$ Applicable to a Bill of Ladi&%
(1) & bill of lading shall be prepared by customer, unless the parties agree other#ise.
() The bill of lading shall have three original copies to be signed by both the customer
and the carrier. The first copy shall remain #ith the customer, the second one shall accompany
the cargo, and the third one shall be rendered to the shipper.
($) (hould the cargo be loaded on several vehicles, or should there be cargoes of various
types or should they be distributed from different locations, both the customer and the shipper
may demand that a number of bills of lading be prepared, as many as the number of vehicles or
categories of cargoes, or the number of locations from #here these cargoes shall be shipped.
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A"ticle 66/. hippe"@$ 1utie$ at Receivi&% a Ca"%o
(1) 9hen receiving a cargo, the shipper shall chec.2
(a) that the information indicated in the bill of lading on the quantity of items, labels and
signs and their number is correct3
(b) e"ternal features of the cargo and the pac.age.
() (hould the shipper have no corresponding facilities to chec. 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. &s #ell, he:she shall motivate his:her reservations regarding the
e"ternal condition or pac.age of the cargo. These reservations shall not be binding for the
customer unless he:she recognizes them e"plicitly in the bill of lading.
($) The customer may as. the shipper to chec. gross #eight or other units of quantity of
the cargo. 1e:she may request the shipper to inspect the contents of items as #ell. The shipper
shall be entitled to be reimbursed his:her e"penses associated #ith such inspection. The result of
inspection shall be recorded in the bill of lading.
A"ticle 665. Cu$to+e"@$ Re$po&$ibilit( fo" Pac;i&%
The customer shall be liable to the shipper for any damage caused by undue pac.ing of the cargo
to the shipper,s staff, contents or transport facilities or other cargoes, as #ell as for all e"penses
caused by improper pac.ing, should these deficiencies be not evident and un.no#n to the
shipper at receipt of the cargo, and the shipper had no reservations noted.
A"ticle 666. A&&e7e$ to the Bill of Ladi&%
(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 shipper,s disposal and give the latter all the necessary instructions.
() The shipper shall not be obliged to chec. #hether 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.
($) The shipper shall be liable for loss or inappropriate use of the documents anne"ed to
the bill of lading or handed over to him:her. 1e shall not reimburse, ho#ever, more than the
value of the lost cargo.
A"ticle #888. I+plicatio&$ of the i%&ed Bill of Ladi&%
(1) & @ill 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.
!f 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 pac.ing #ere 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.
A"ticle #88#. Clie&t$ "i%ht$ to di$po$e a f"ei%ht
(1) The client has the right to dispose a carried freight. 1e may, in fact, as. 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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205
() This right ceases at the moment #hen the second copy of the bill of lading has been
submitted to the recipient or #hen the latter enforces the right stipulated in paragraph (1) of
article 88 of the present Code. <rom this moment the carrier has to comply #ith the
recipient,s indications.
($) The dispose right is valid for the recipient from the moment the bill of lading is made out in
the case #hen the client included a special statement in the bill of lading.
(') !f the recipient, enforcing the dispose right has disposed the freight delivery to a third party,
the latter has no right to nominate another recipient.
(-) The dispose right can be e"ercised in compliance #ith the follo#ing rules2
(a) the client or the recipient mentioned in paragraph ($) of the present article in order to
e"ercise his dispose right has to submit the first copy of the bill of lading #here the ne#
indications briefed to the carrier are to be stipulated and he also has to cover the damage
and the e"penses that appeared at the carrier account #hile fulfilling these indications3
(b) the indications fulfillment has to be possible at the moment #hen they reach the person
#ho has to fulfill them and shouldn,t interfere #ith the current activity of the carrier and
shouldn,t cause damage to their clients or recipients3
(c) the indications should not lead to a transportation fragmentation3
(4) !f the carrier can not fulfill the given indications in the base of point (C) of paragraph (-) of
the present article, he has to inform the person #ho gave the indications immediately.
(5) The carrier #ho doesn,t fulfill the indications that have been given to him #ithin the
provisions of the present article or #ho fulfills such type of indications #ith out as.ing for
the first copy of the bill of lading, is responsible for the damage caused by this action before
the one )ustified :entitled.

A"ticle #88'. The "i%ht$ of the "ecipie&t -he& "eceivi&% the f"ei%ht
(1) &fter the freight has reached the delivery place the recipient has the right to as. the carrier
for the transmission, on a receiving receipt, of the second copy of the bill of lading and for
the freight delivery. !f a lost freight had been noticed or the freight #as not been carried in
the agreed time in article 1818 of the present Code the recipient can claim, on o#n behalf, his
rights enforced by the freight contract.
() The recipient, #ho 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. !n case of disputes over this the
carrier is obliged to deliver the freight only if the recipient provides guarantees.
A"ticle #88). Co&t"act I+p"acticabilit(
(1) !f before or after the freight has reached the notified delivery place and the further e"ecution
of the Contract in the conditions of the bill of lading becomes impossible, the carrier has to
as. for indications the one entitled to dispose the freight as stipulated in article 467 of the
present Code.
() !f the circumstances still allo# 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 underta.e the measures that seem to the
highest e"tend to correspond to the interest of the one enforced to dispose.
A"ticle #88*. Ci"cu+$ta&ce$ that p"eve&t the f"ei%ht co&ve(a&ce
(1) !f the recipient refuses to (over) ta.e the freight the carrier has the right to dispose the freight
#ithout having to submit the first copy of the bill of lading.
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206
() The recipient can as. for the freight delivering even in the case #hen he refuses to ta.e the
freight, as long as the carrier has not been given a contrary indication of the client or hasnDt
disposed the freight.
($) !f a delivery impediment appears after the recipient has given his indications based on the
provision of paragraph ($) of article 1881 of the present Code, that the freight should be
delivered to a third party, then applying paragraph (1) an () of the present article, the
recipient ta.es the place of the client and the third party becomes recipient.
A"ticle #88,. The "i%ht of the ca""ie" to be "ecove"ed the e7pe&$e$ cau$ed b( the clie&t@$
i&dicatio&$ fulfill+e&t
(1) The e"penses caused by the fulfillment of the client,s instructions have to be recovered
to the carrier, if according to the contract or la# he is not obliged to cover them.
() !n the cases stipulated in paragraph (1) article 18$ and in &rticle 188' of the present
Code, the carrier can unload the freight immediately at the e"pense of the one #ho has
the right to dispose.
&fter the unloading of the freight its transportation is considered completed. The carrier has
to .eep the freight for the person #ho is entitled to dispose. 1e can still entrust a third
party #ith it and is responsible in this case only for the diligence of the third party. The
freight remains entailed #ith the same conditions that are stipulated in the bill of lading
and #ith all other e"penses.
($) The carrier can sell the freight #ithout #aiting for the indications from the one #ho is
enforced in the case #hen it contains perishable goods or if the freight is in a situation
that )ustifies such an action, or in the case #hen the storage costs are in disproportion
#ith the freight values. 1e can organize the sale in other cases as #ell, if #ithin a certain
period of time he doesn,t receive contrary indications from the one enforced, the
e"ecution of #hich can be claimed based on the equity rules.
(') !f the freight is sold in compliance #ith the provisions of this article the obtained price
#ill be submitted to the one enforced to dispose the freight #ithdra#ing the costs that the
freight #as entailed #ith. !f these costs are bigger then the obtained price the carrier can
claim the difference.
(-) The #ay of selling is identified in compliance #ith the la#s and traditions of the place
#here the freight is.
A"ticle #88.. The "i%ht of f"ei%ht lie&
The carrier has the right of freight lien as long as he can dispose the freight, for all the
costs stipulated in the for#arding contract.
A"ticle #88/. Bac;%"ou&d fo" the ca""ie"@$ liabilit(
The carrier is liable for total or partial loss or for the damage of the freight as long as the
loss or damage has ta.en place bet#een the moment of freight underta.ing and delivery, as #ell
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) !f the freight #as carried:transported to the place of destination later then the carrier
is liable in the value of 188I transport fee and is obliged to recover the loss.
() The carrier is not then liable and can not limit his liabilities under the conditions and
provisions of the la#.
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207
A"ticle #885. E7e+ptio& f"o+ liabilit(
(1) The carrier is e"empt of liabilities in case that he can demonstrate that the loss deterioration
or damage of the freight as #ell as its late for#arding #as determined by2
(a) The fault of the one entitled to dispose3
(b) The indications of the one entitled to dispose, if not provo.ed by the carrier3
(c) & vice of the freight3
(d) Circumstances, the appearance and consequences of #hich, the carrier could not avoid or
prevent3
(e) <reight natural perishability3
() The carrier is not e"empted 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 passengers3
($) &ccording to provisions of paragraphs ()%(-) of the article 1887 of the present code the
carrier is e"empt of liabilities if the loss, deterioration or damage of the freight is caused by
one or more of the follo#ing circumstances2
(a) use of open vehicles, #ithout a tarpaulin, if this has been e"pressively agreed and
stipulated in the bill of lading3
(b) lac. of or use of faulty pac.ing3
(c) freight handling or arrangement has been performed by the client, the recipient, or the
third party (party) acting in the name of the client or the recipient3
(d) the damages are result of natural characteristics of certain freights, in the result of #hich
the latter are e"posed to total or partial damage or deterioration especially through
brea.ing, corrosion, internal alteration, drying, spilling, normal loss of mass or volume,
or attac. of insects and rodents.
(e) The freight that #as to be carried #as not sufficiently or fully mar.ed or numbered3
(f) Livestoc. transportation.
(') !n the case #hen, in compliance #ith present article, the damage has been caused partially by
circumstances that the carrier is not liable for and partially by circumstances imputable to
him, the carrier #ill be liable only for the losses caused by the circumstances of the second
category.
A"ticle #886. P"oof Ta$;
(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 1886 of the present
Code.
() !f the carrier proves that because of circumstances the loss or deterioration could have been
produced because of one or more dangers mentioned in paragraph ($) of article 1886 of the
present Code it is presumed that the damage has been produced in such a #ay. @ut the one
entitled to dispose the freight may prove that the damage hasn,t been produced or hasn,t
e"clusively been produced by this dangerous circumstances.
($) The presumption stipulated in paragraph () of the present article doesn,t operate in cases
stipulated by point & of paragraph ($) of article 1886 of the present Code, for urgent
dispatch or for loss of #hole parcels.
(') !n case of transportation #ith a special vehicle #ith protective facilities against #arm, cold,
change of temperature or against humidity, the carrier can claim the provisions of paragraph
($) of article 1886 of the present Code only in the case he can prove that he has underta.en
all measures on his side to choose, maintain and use these special facilities and that he has
follo#ed the special indications that had been given to him on this point.
(-) The carrier can claim the provisions of point (d) of paragraph ($) of article 1886 of the
present Code only in the case #hen he can prove that he has ta.en all the measures that
should be ta.en and that he had follo#ed the special indications that had been given to him.
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A"ticle #8#8. 1ela( of 0"ei%ht delive"( te"+
The delivery term is considered to be delayed #hen the freight hasn,t been delivered in the
agreed term (period) or in case #hen not term #as agreed, but #hen the effective duration of
transportation, ta.ing into consideration the circumstances, is bigger than a reasonable duration
that can be considered for a diligent carrier.
A"ticle #8##. 0"ei%ht lo$$ p"e$u+ptio&
(1) The one enforced to dispose may consider lost, #ithout any other proofs, the freight that
hasn,t been delivered (to him) #ithin thirty days of the delivery term or in the case #hen
such a term #as not agreed, #ithin si"ty days from the moment #hen the freight #as
conveyed.
() The one entitled to dispose can claim in #ritten form, #hen receiving the compensation for
the lost freight, to be notified immediately if the freight has been found #ithin a year period
from the compensation payment. This claim has to be confirmed by the liable person.
($) The one entitled to dispose can claim, #ithin thirty days #hen 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 e"penses of damage
recovery. The claims of compensations on delivery term delay provided by article 188$ and
article 1814 of the present Code remain non%enforced.
(') !f the claim stipulated in paragraph () of the present article hasn,t been submitted or no
indication has been given #ithin the mentioned term in paragraph ($) 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 #ith the la#s of the place #here the freight
is identified.
A"ticle #8#'. 0"ei%ht delive"( -ithout "ei+bu"$e+e&t
!f the carrier delivers the freight to the recipient #ithout overta.ing the reimbursement, #hich
he had to ta.e under the contract, then he under the right of recourse to the recipient has to
compensate the client at the level of reimbursement.
A"ticle #8#). La-$ o& di$patchi&% da&%e"ou$ f"ei%ht$
(1) The client has to precisely inform the carrier about dangerous freights, he has to e"plain the
e"act nature of the danger and to indicate the necessary security measures. !f this type of
communication (information) is not stipulated in the bill of lading the client or the recipient
has to prove, in another #ay, that the carrier #as a#are of the e"act dangers caused by the
freight transportation.
() !n the case #hen the carrier #as not a#are of the danger of the freight as stipulated in
paragraph (1) of the present article he can any time and any#here unload, destroy or ma.e
inoffensive the dangerous freight #ithout .eeping any obligations of compensation. The
client is even responsible for all the e"penses and damages caused by overta.ing, unloading
and destroying of this freight.
A"ticle #8#*. 0"ei%ht value ide&tificatio& a&d da+a%e "ei+bu"$e+e&t
(1) !f under the provisions of the present chapter the carrier has to reimburse partial or full loss
of the freight, the penalty #ill be calculated in dependence of the freight value at the place
and moment of overta.ing.
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() The value of the freight is identified on the basis of the stoc. e"change price and in case
#hen the latter is absent on the bases of the mar.et price or in case #hen these types of
prices are absent under the common price of goods that have the same characteristics.
($) @esides amends reimbursement as stipulated in paragraph (1) of the present article the
transport fees should be reimbursed as #ell, as #ell as customs ta"es and other e"penses
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.
(') !f 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.
(-) @igger 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 1'75 of the present Code.
A"ticle #8#,. Re$po&$ibilit( fo" f"ei%ht dete"io"atio&
(1) !f freight deterioration, the carrier is responsible proportionally to the level of freight value
reduction. The value of the compensation is identified in compliance #ith paragraph (1)%($)
and (-) of article 181' of the present Code.
() !n case that the #hole 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.
A"ticle #8#.. Clie&t@$ $pecial i&te"e$t
(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 shouldn,t be lost, deteriorated or delivered
later.
() !f 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 181' and 181- of the present Code.
A"ticle #8#/. The "i%ht to i&te"e$t$ of the o&e e&titled to di$po$e
The one entitled to dispose can claim interests to the non%recovered damages identified by article
1817 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.
A"ticle #8#5. The "i%ht$ of the ca""ie" i& ca$e of e7t"a9co&t"act clai+$.
(1) !f the losses, deterioration or delays that appeared in the transportation that is under the
provisions of this chapter lead, in compliance #ith the applicable la#, to e"tra%contract
claims the carrier can oppose them invo.ing the provisions of the present Chapter that
e"clude his responsibility or precise or limit the enlargement of debt compensations.
() !f e"tra%contract claims are submitted for freight loss, deterioration or delay, against a pre%
posed the latter can invo.e the provisions of this Chapter as #ell, as long as they e"clude or
limit his responsibilities or the enlargement of the loss recovery.
A"ticle #8#6. Ca$e$ -he& it i$ fo"bidde& the e7e+pt the ca""ie" of "e$po&$ibilitie$
The carrier can not invo.e the provisions of this Chapter that e"clude or limit his responsibilities
or brea. the proof tas. if the damage has been committed deliberately or under great offence.
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A"ticle #8'8. Co+plai&t clai+ p"e$e&tatio&
(1) !n case of not follo#ing the contract liabilities the parts are obliged to submit a preliminary
claim.
() !f the recipient overta.es the freight #ithout chequeing it together #ith the carrier the
ob)ections #ith notification of losses and deterioration, it #ill be presumed, till a contrary
probe, that the recipient has received the freight in the state as described in the bill of lading.
!f losses or deterioration that can be noticed at an e"ternal e"amination the ob)ections have to
be made at list #hen cheque and sign of the freight.
($) !f the recipient and the carrier have both chequeed the state of the freight, a contrary proof of
the result of this cheque #ill be admitted only in cases of loss or deterioration that cannot be
noticed at an e"ternal e"amination and if the recipient notifies #ritten claims to the carrier
#ithin seven days, #ithout ta.ing into consideration (undays and public holidays.
(') !f the claims refer to losses and deterioration that can be noticed at an e"ternal e"amination
the ob)ections should be made in #ritten form #ithin seven days e"cluding (undays and
public holidays, after cheque and sign.
(-) /ecompenses can be claimed for delivery delay only in the case #hen a #ritten claim has
been submitted to the carrier in the term of 1 days from the moment the freight has been
brought to the recipient disposal.
(4) 9hen calculating the terms stipulated in this article the day of reception or the day #hen the
freight has been brought to the recipient disposal is not ta.en into consideration.
(5) The carrier and the recipient are obliged to enforce all corresponding e"emptions for
necessary assumptions and cheques.
A"ticle #8'#. P"e$c"iptio& te"+$ i& the t"a&$po"tatio& co&t"act.
(1) Brescription terms in a transportation report are of one year. !n case of deliberate act or great
offence the prescription term is $ years.
() The term flo# starts2
(a) in case of partial loss, deterioration, destroy of the freight or delivery delay * from cheque
and sign day.(#hen the freight is handed over to the recipient.
(b) !n case of total loss * in the thirtieth day from the e"piry term of transportation, and if this
term is not agreed by the parties or by la# * in the si"tieth day from the day #hen the freight
#as ta.en by the carrier3
(c) !n all other cases * in the day of a three months e"piry of the day #hen the transportation
contract #as signed.
A"ticle #8''. P"e$c"iptio& $u$pe&$io&
(1) The prescription #ill be suspended from the day #hen the #ritten claim has been sent to the
carrier till the day #hen the carrier refuses the complaint in the #ritten form. !f the complaint
is partially admitted then the prescription #ill continue to flo# only for the disputable part of
the complaint. The onus of the proof lies #ith the claimant. <urther claims that have the
same complaints do not suspend the prescription.
() 9ithout damaging the provisions of paragraph (1) of the present article for prescription
suspension and interruption of the general regulations #ill be applied.
($) The #ritten claims can be neither enforced through set off or e"ception.
A"ticle #8'). Re$po&$ibilit( of $ucce$$ive ca""ie"$
(1) !f a freight that is ob)ect of a single contract is for#arded by many successive carriers each
of them is responsible for the e"ecution of the #hole transportation.
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() The second carrier as #ell as the others coming after him become, through freight and bill of
lading overta.ing, parts of the contract under the conditions of the bill of lading.
A"ticle #8'*. 0"ei%ht ta;eove" f"o+ the p"eviou$ ca""ie"
(1) The carrier that ta.es the freight over from the previous one has to submit the latter #ith a
confirmation letter of reception dated and signed. 1e has to #rite his name and address on
the second copy of the bill of lading. !f necessary he #ill #rite his ob)ections in accordance
#ith paragraph () of article 775 of the present Code, on the second copy of the bill of lading
and on the receipt.
() The relations bet#een successive carriers are regulated by article 1888 of the present Code.
A"ticle #8',. Clai+i&% the $ucce$$ive ca""ie"$
(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 e"ecuted that part of the
transportation #ithin #hich the case causing loss, deterioration or delay has happened.
() =ne and the same suit can be submitted against many carries.
A"ticle #8'.. Ri%ht of "ecou"$e
!f in the provisions of the present chapter a carrier has paid compensations, he shall have the
right of recourse in accordance #ith the follo#ing rules2
a) the carrier #ho has caused the loss or deterioration shall bear by himself the
compensations paid by him or by another carrier.
b) !f the loss or deterioration has been caused by t#o or more carriers, each of them #ill pay
a sum proportionate to his share of the responsibility. !f the share of responsibility of
every carrier can not be established, the carriers shall be liable at the amount of the
transportation fee that has accrued to each of them.
c) !f it is not possible to establish #hich of the carriers #ill be held liable for the damage,
the compensation shall be paid by all the carriers to the amount determined in accordance
#ith the rule mentioned in letter (b) of the present article.
A"ticle #8'/. I&abilit( to pa( of o&e of the ca""ie"$
!f a carrier is unable to pay, his share of the compensation that has not been charged from him,
#ill be charged from other carriers in proportion to their share of the transportation fee.
A"ticle #8'5. E7ceptio&$ oppo$ed i& ca$e$ of "ecou"$e actio&

The carrier against #hich the recourse right is applied in conformity #ith article 184 and article
185 of the present Code can not ob)ect the fact that the carrier e"ercising the recourse right has
paid compensations to the damaged party #ithout being indebted, if the compensation has been
prescribed by court decision and if the carrier against #hich the recourse is applied has been duly
and officially notified about the proceedings and could have interfered in the process.
A"ticle #8'6. The "i%ht of the ca""ie"$ to de"o%ate f"o+ the Code p"ovi$io&$
The carriers have the right, #ithout pre)udice to the interests of the client and of the recipient, to
agree upon some rules derogating from the provisions of article 184 and 185 of the present
Code.
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212
A"ticle #8)8. The &ullit( of the co&ve&tio&
(1) 9ithout violating the provisions of article 187 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 doesn,t lead to the nullity of other clauses of the contract.
() Aspecially is void the convention through #hich the carrier holds responsible the freight
insurance for the claims of damage recovery as #ell as any other convention of the .ind.
($) &lso void is considered the convention through #hich the onus of proof is over turned.
C!APTER 4III. The Ma&date CPo-e" of Atto"&e(D
A"ticle #8)#. The &otio& of +a&date co&t"act
(1) 0andate is a contract on the basis of #hich a person, the mandator (principal), in order to be
represented at legal acts conclusion delegates his authority to another person, the mandatory
(attorney), #ho by acceptance of the mandate, ta.es the obligation to act in name of and at the
e"pense of the mandator.
($) The mandator is obliged to cooperate #ith the mandatory in order to fulfill the mandate.
A"ticle #8)'. Ma&date Accepta&ce
The acceptance of the mandate is e"press or tacit. The acceptance is tacit if it results from the
actions or even the silence of the mandatory.
A"ticle #8)). pecial a&d %e&e"al +a&date
(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.
() & mandate that is formulated in general terms confers not more than the authority to
conclude acts of administration and conservation. The authority to e"ecute other acts is to be
formulated only by an e"press clause, e"cept for the mandate authenticated #ith the notary
and given beforehand for the mandator,s incapacity.
A"ticle #8)*. Ma&dato"@$ "e+u&e"atio&
(1) The mandator is obliged to pay remuneration to the mandatory only in cases stipulated by the
contract.
() Brofessional mandate is presumed #ith an onerous title.
($) !n case of onerous mandate the mandator is obliged to pay the mandatory the retribution
stipulated by the contract, enforced by the la#, through common practices or according to
supplied services.
(') The mandatory can deduce from the sums he has to remit to the mandator, the amount the
mandator o#ns him for the e"ecution of the mandate. 1e has the right to retain on the
account of sums belonging to him the amount that #as entrusted to him to e"ecute the
mandate.
A"ticle #8),. The autho"it( of the +a&dato"
(1) The mandator,s authority shall not consist only in the e"press provisions of the mandator but
e"tend to everything that can be deduced from the content and the essence of the mandate
#ith e"ceptions stipulated in paragraph () of article 18$$ of the present Code.
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213
() The mandator can conclude all acts that can be deduced out of his authority and are
necessary for the mandate e"ecution.
($) The authority given to a person to conclude acts that deal #ith his profession or his position
and result from their nature, should not be e"pressly stipulated.
A"ticle #8).. Ma&dato"@$ cautiou$&e$$ a&d dili%e&ce
The mandatory is obliged to act in the principal,s interest cautiously and diligently and avoid
conflict situations bet#een his personal interests and the interests of the mandator.
A"ticle #8)/. T"a&$fe" of +a&date e7ecutio& to a thi"d pa"t(
(1) The mandatory is obliged to e"ecute the mandate personally if its substitution #ith a third
party is not permitted by the contract. !t is allo#ed to attract assistance in order to assist the
mandatory in the e"ecution of the mandate.
() The mandatory, still, should transfer the authority to a third party in case #hen it serves the
interests of the mandator and he is not able to e"ecute the mandate and can not inform the
mandator about it in useful time.
($) The mandatory is fully responsible for the third party actions at the equal level #ith his o#n
ones, to #hom he had #ithout authorization handed over the mandate.
(') !f the mandate hand over to a third party is allo#ed the mandatory is held responsible only
for the fault that refers to the #ay he had chosen the person and the #ay he had handed over
the instructions.
(-) The mandator has in all cases the right to bring an action against the person #ho assisted or
substituted the mandatory.
A"ticle #8)5. A$$i%&+e&t of $eve"al +a&dato"ie$
(1) !f 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.
() 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 e"ecution of the obligations they have
assumed
($) The mandatory that concludes by himself the legal acts he had been entitled to conclude #ith
another person e"ceeds the authority e"cept the case #hen he concludes the legal act in more
advantageous conditions for the mandate that the ones agreed.
A"ticle #8)6. 1ouble "ep"e$e&tatio&
(1) The attorney that accepts to represent in legal acts conclusion persons #hose interests are:
maybe in conflict is obliged to inform every mandator about it, e"cept the cases #hen the
practices or the fact that the double representation principals .no# each other e"empt him
from this obligation.
() !n case of double representation the attorney #ill act impartially and not be bias to any of the
party.
($) The mandator that doesn,t .no# about the double representation can in case that he had been
pre)udiced, claim the nullity of the act concluded by the mandatory.
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A"ticle #8*8. Co&cludi&% a& act -ith hi+<he"$elf
(1) The mandatory can not conclude legal acts #ith himself in the name of a principal, even
through a representative, e"cept the case #hen he is e"pressly authorized or the mandator is
a#are of this and doesn,t ob)ect to it.
() =nly the mandator can claim the nullity of the legal act concluded under the violation of this
rule.
A"ticle #8*#. 1eviatio& f"o+ the +a&dato"@$ i&dicatio&$
(1) The mandatory is obliged to e"ecute the mandator,s indications.
() The mandatory has the right to deviate from the mandator,s indications if according to
circumstances he can presume that the mandator, if a#are of the situation #ould have
approved this .ind of deviation. @efore deviating from the mandator,s indications the
mandatory is obliged to notify the principal about the ne# circumstances and #ait for the
principal,s decision, e"cept the cases #hen the delay presents danger to the mandate
e"ecution.
($) !f mandatory Ms e"ecution of the indications create vividly disadvantages for the mandator
then the mandatory has to e"ecute the indications only after he had informed the mandator
about possible disadvantages and the latter insisted on the e"ecution.
A"ticle #8*'. The obli%atio& of p"e$e&ti&% i&fo"+atio& a&d "epo"t$ about +a&date
e7ecutio&.
(1) The mandatory is obliged to render all necessary information to the mandator, to give all
necessary e"planations about the mandate e"ecution that the mandator as. for and #hen the
mandate is e"ecuted he:she has to immediately inform the principal about it and present a
report.
() The convention according to #hich the mandator,s obligations stipulated in paragraph (1) of
the present article are further e"cluded or limited is done in #riting.
A"ticle #8*). Co&fide&tialit( of the i&fo"+atio& ;&o-& b( the +a&dato"(
(1) The mandatory is obliged not to disclose the information he gets a#are of #ithin his activity
in the case #hen the mandator has a )ustified interest in .eeping this information secretly and
if such an interest doesn,t e"ist, according to the la#, an obligation to disclose or the
disclosure is not allo#ed by the mandator.
() The obligation of .eeping the confidentiality of the information subsists after the mandate
termination.
A"ticle #8**. The obli%atio& of ha&di&% ove" the "e$ult$ of the e7ecutio& to the +a&dato"
The mandatory is obliged to remit to the mandator everything he had received for the mandate
e"ecution and that he didn,t use in his aim as #ell as everything he has obtained #hile e"ecuting
the obligation under the contract.
A"ticle #8*,. P"ohibitio& o& u$a%e of i&fo"+atio& a&d %ood$ i& pe"$o&al i&te"e$t
(1) The mandatory has no right to use in his o#n interest information and goods he obtains or is
obliged to administrate during the e"ecution of the mandate if he has no the consent of the
mandator or the right on usage doesn,t result from the la# or from the mandate.
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215
() &long #ith the compensations that the mandatory has to reimburse for the damage, he, in
case of unauthorized use of information or goods, #ill 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. !f the mandatory uses for himself the
money he #as to remit to the mandator or use in the mandator,s favor he #ill o#e interests
from the moment the money #as spent.
A"ticle #8*.. P"otectio& of Ma&dato"@$ "i%ht$
The goods obtained by the mandatory in his name and on the mandator,s account #hile
e"ecuting the obligations under the contract or that have been given to him by the mandator in
order to e"ecute the mandate are considered, in confirmation of the mandator,s creditors, as
goods of the mandator.
A"ticle #8*/. Co+pe&$atio& of Ma&dato"@$ E7pe&ditu"e
(1) The e"penditure the mandatory covers for the e"ecution of the obligations under the contract
and under the circumstances can be considered necessary are to be reimbursed by the
mandator.
() >o claims can be submitted under the provisions of paragraph (1) of the present article #hen
the e"penditure has to be compensated through remuneration. A"penditures that are usually
made #hile e"ecuting the obligations of the .ind that are stipulated in the contract or the
ones that #ould have been made by the mandatory in the absence of the contract are
considered compensated by remuneration if the reimbursement of these e"penditure is not
commonly covered and if it #as not agreed upon in another #ay.
($) ?nder the mandator,s demand the mandator has to ma.e an advance payment for the
e"penditures necessary for the mandate e"ecution.
A"ticle #8*5. The +a;e up fo" the p"e?udice cau$ed to the +a&dato"(.
(1) The mandator is obliged to cover the pre)udice made #ithout his fault that the mandatory has
suffered #hile e"ecuting the mandate if the pre)udice is a result of a danger lin.ed to the
contract obligation or has happened during e"ecution of the mandator,s indications.
() >o claim can be formulated on the basis of paragraph (1) of the present article #hen a
pre)udice of the .ind that has been produced is to be covered by remuneration or #hen the
pre)udice has been produced by an action or a mission of the mandatory that #as not
necessary for the e"ecution of contract obligations. !f the coverage of the pre)udice by
remuneration is contested the onus of proof is lien to the mandatory.
A"ticle #8*6. Ma&dato"@$ $olida"it(
9hen more people have assigned a mandatory for a common action every of them shall be held
responsible for the effects of the mandate.
A"ticle #8,8. Ma&dato"@$ "e$po&$ibilit( i& ca$e of f"ee +a&date
!f the mandatory e"ecutes the mandate for gratuitous consideration, he #ill be held responsible
only for his intended actions or for deliberate offence.
A"ticle #8,#. Ma&dato"( de&u&ciatio&
(1) The mandate can be denounced any time by any party.
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216
() 0andate revocation that is notified only by the mandator can not be opposed to the third
parties #ho, being not a#are of the revocation have in the good #ill contracted the
mandatory. !n this case the mandator has the right of recourse #ith respect to the mandatory.
($) The mandatory can denounce only in such a #ay that the mandator could be able to ta.e
further care of the contracted acts by himself e"cept the case #hen there is a reasonable
motive to denounce.
(') !f the mandator has denounced he is obliged before the mandatory to recover all the
e"penditure that appeared during the contract e"ecution. !f the authority had an onerous title
the stipulated remuneration has to be paid.
(-) The clause that e"cludes the right of a party to denounce the mandate is null:void.
A"ticle #8,'. The +a&dato"@$ death o" i&capacit(
(1) The contract relationships :provisions are not terminated if the mandator,s death or
incapacity if it hasn,t been agreed so or if this doesn,t result from the content of the contract
obligations.
() !f the contract relationships terminate #ith the mandator,s death or incapacity the mandatory
has to continue the e"ecution of the contract obligations in the case #hen a delay #ould
cause losses for the mandator or for his successors. The mandate e"ecution continues till the
successor or legal representative of the mandator can underta.e the necessary measures. The
contract relationships are considered in this #ay as being valid.
($) !f the contract relationships terminate #ith the mandator,s death or incapacity the contract is
considered valid for the mandatory till he is informed or has to be a#are of the reason of
termination.
A"ticle #8,). Te"+i&atio& of co&t"act "elatio&$hip$ becau$e of +a&dato"@$ death
(1) Contract relationships terminate because of mandator,s death if it hasn,t been agreed
differently or nothing else is stipulated in the contents of the contract.
() The mandator,s heir has #ithout any delay to inform the mandator about the mandator,s
death and to ta.e the necessary measures to protect the mandator,s rights.
C!APTER 4I4. 0iducia"( ad+i&i$t"atio&
A"ticle #8,*. Ge&e"al "e%ulatio&$ ove" the fiducia"( ad+i&i$t"atio& Co&t"act.
(1) ?nder 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 ta.es the obligation to administrate:manage the patrimony in the
interest of the founder of administration.
() Through the contract a third party can be nominated #ho can submit his o#n claims to the
fiduciary administrator.
($) Bublic #or.ers can not be in the function of fiduciary administrators.
(') The fiduciary administrator can not be a beneficiary.
(-) !n the cases #hen fiduciary administration of the patrimony is carried out under legal la#
provisions, the rights of the administration founder belong to the tutor or another person as
stipulated in the la#.
A"ticle #8,,. The fo"+ of the fiducia"( ad+i&i$t"atio& Co&t"act.
The contract of the fiduciary administration is concluded in #riting.
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217
A"ticle #8,.. The ob?ect of fiducia"( ad+i&i$t"atio&
(1) &ny good or goods universality can be conveyed in fiduciary administration both those that
e"ist at the moment of contract conclusion and those that #ill be obtained in future,
including goods that have been obtained by the fiduciary administrator during the Contract
implementation
() The assets conveyed in fiduciary administration contain the goods that, as equivalent or as
result of legal acts, ta.e the place of original goods.
($) 0oney can not be separately conveyed in fiduciary administration e"cept the cases stipulated
in the la#.
(') &ssets conveyed in fiduciary administration should be separated from other assets of the
administration founder as #ell as from the goods of the fiduciary administrator.
A"ticle #8,/. Ri%ht$ a&d obli%atio&$ of the fiducia"( ad+i&i$t"ato"
(1) The fiduciary administrator is obliged to administrate the #arranted property from his name
but under the ris. and on the account of the fiduciary administration founder.
() !n the relationships #ith the third parties the fiduciary administrator has the prerogatives of
an o#ner. !f he doesn,t sho# the same level of diligence to#ards the founders interests as the
one sho#n in his o#n business he is obliged to recover the pre)udice caused by this fact.
($) The fiduciary administrator has to announce publicly the separation of the assets conveyed in
fiduciary administration from his o#n assets and to .eep their publicity. The fiduciary
administrator is responsible for the founder disadvantages, losses and pre)udices that result
from the confusion of the t#o assets:patrimonies.
(') The fiduciary administrator can dispose an estate only in cases enforced by la# or by
fiduciary administration contract.
(-) 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.
(4) =bligations that result from fiduciary administrator activity are e"ecuted on the account of
the assets being in fiduciary administration.
A"ticle #8,5. Re+u&e"atio&3 e7pe&ditu"e$ a&d f"uit$
(1) The fiduciary administrator is not remunerated for his activity if the parts didn,t conclude in
another #ay or if this doesn,t result from the la#.
() !f the remuneration is agreed upon it can be e"pressed in a share of the profit obtained from
the fiduciary administration of goods or in a fi"ed sum of money, or in the form of
procurement of certain parts of the fiduciary administrated asset according to the fiduciary
administration Contract.
($) <iduciary administration e"penditures are covered by the administration founder if the la# or
the contract doesn,t provide differently.
(') The fruits of the assets belong to the fiduciary administration founder.
A"ticle #8,6. 0iducia"( ad+i&i$t"ato"@$ Re$po&$ibilit(
(1) The fiduciary administrator is responsible in the relationship #ith the third party for all
concluded acts #ith in #arranties conferred by the fiduciary administration. 1e is not
responsible for the goods :assets that have been conveyed in fiduciary administration.
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() 9hen 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 e"ecution.
($) The goods conveyed in fiduciary administration can not be further observation for the claims
submitted to the fiduciary administrator personally.
(') <iduciary administration founder and the beneficiary are responsible for the fiduciary
administrator actions only #hen an elicit behavior can be imputed to them.
&rticle 1848. &nnouncing fiduciary administrator,s 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 if2
a) #hen a legal act is concluded the other party .no# or must have .no#n that the act is
concluded by the fiduciary administrator in this quality3
b) in the legal act concluded in #riting the abbreviation F0.<G is introduced after the fiduciary
administrator,s name.
() !n the case #hen the fiduciary administrator has acted in this quality he becomes personally
responsible before the third parties only #ith his o#n patrimony:assets.
A"ticle #8.#. Ma&date p"ovi$io&$ applicatio&
0andate provisions are applied accordingly to fiduciary relationships.
C!APTER 4V. COMMIION
A"ticle #8.'. Co++i$$io& Co&t"act e&tit(
(1) ?nder the commission contract provisions the commissioner is obliged to conclude legal
acts under personal name but on the principal,s account against a remuneration called
commission.
() /ights and obligations resulting from legal act concluded by the commissioner #ith a third
party are valid only for the commissioner even in the case #hen the principal is nominated
or has participated in the legal act e"ecution.
($) @et#een the principal and the commissioner e"ist the same rights and obligations as
bet#een the mandator and the mandatory, along #ith the differences stipulated in the
present chapter.
A"ticle #8.). E7ecutio& of Co++i$$io&e"@$ obli%atio&$
(1) The commissioner has to follo# the indications received from the principal and to e"ecute
the obligations he has assumed :ta.en in most advantageous conditions for the principal.
() !n the case #hen the commissioner concludes legal acts under better conditions than the
ones stipulated by the principal in the contract the benefits are equally divided bet#een the
commissioner and the principal if the contract doesn,t provide differently.
A"ticle #8.*. Co++i$$io&e"@$ Re+u&e"atio&
(1) The principal is obliged to pay the agreed /emuneration to the commissioner in accordance
#ith commercial practices.
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() The commissioner #ill be able to claim the payment of the commission even in the case
#hen the e"ecution of the legal act concluded by him didn,t ta.e place but this is due to the
principal,s fault or is lin.ed to his personality.
A"ticle #8.,. 1eviatio&$ f"o+ p"i&cipal@$ i&dicatio&$
(1) Commissioner has the right to deviate from the principal,s indications in the case #hen this
is demanded by the principal,s interests and the commissioner has no possibility to as. for
his approval or has not received the ans#er in the corresponding time.
() !n the case #hen the commissioner has sold the goods at a lo#er price that the one indicated
by the principal he has to cover the difference if he can not demonstrate that it #as not
possible to sell the goods at the indicated price and by selling them at a lo#er price he had
avoided a bigger pre)udice.
($) !n the case #hen 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. !f he doesn,t do so he is considered to have
accepted the buying conditions.
(') !f the commissioner declares that he covers the price difference the principal has no right to
refuse the legal act.
A"ticle #8... The "i%ht ove" the a$$et$ that a"e $ub?ect of the le%al act
The principal has the right of property:o#nership over the assets conveyed by the principal, the
commissioner or received by the latter for the principal.
A"ticle #8./. The co++i$$io&e"@$ lie&
The Commissioner has the right to retain #ith 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.
A"ticle #8.5. The E7ecutio& of the Le%al act co&cluded b( the co++i$$io&e"
(1) The commissioner has to e"ecute all the obligations and to e"ercise all his rights that resume
from the legal act concluded under his name but on the principal,s account.
() The commissioner is not responsible for the obligation e"ecution of the third party e"cept the
case #hen he has guaranteed to the principal the third party e"ecution of obligations. &s an
e"change to guarantee the commissioner has the right to a remuneration that is called
provision.
($) !n the case #hen the third party has violated the obligations the commissioner is obliged to
immediately inform the principal and to collect the necessary proofs. &t the principal,s
demand the commissioner is obliged to cede the rights that result from the legal act
concluded in the e"ecution of commission contract.
A"ticle #8.6. Co++i$$io&e"@$ obli%atio& to i&$u"e the p"i&cipal@$ a$$et.
The commissioner is obliged to insure the assets received from the principal or for the principal
only in cases #hen this is stipulated in the Contract or it resumes from the practices.
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A"ticle #8/8. Co++i$$io&e"@$ "epo"t
&fter the e"ecution 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. !n the case #hen there are ob)ections to the report the principal is obliged to inform the
commissioner in a fifteen day,s time from the moment #hen the report #as received, if the
Contract doesn,t provide another time.
A"ticle #8/#. P"i&cipal@$ che>ue a&d $i%& fo" the e7ecutio&.
The principal is obliged to cheque and sign for everything that has been e"ecuted by the
commissioner according to the commission contract, to e"amine the goods and to immediately
inform the commissioner about the vices and to dismiss the latter from all the obligations that he
has assumed to#ards the third parties at the e"ecution of the commission contract.
A"ticle #8/'. Co++i$$io&e"@$ e7pe&ditu"e co+pe&$atio&
(1) the principal is obliged to cover all the e"penses necessarily underta.en by the
commissioner at the e"ecution of the commission contract.
() The e"penditures lin.ed to the maintenance of principal,s goods, inclusively the ones
received from the third parties are covered by the commissioner if the la# or the contract
doesn,t provide different.
A"ticle #8/). Co&t"act dete"+i&atio& u&de" p"i&cipal@$ i&itiative
(1) The principal has the right to determine the contract at any time.
() !n case of contract determination the principal is obliged to pay the commissioner for the
legal act already concluded the remuneration that is stipulated and to recover the damage
caused by the contract determination.
A"ticle #8/*. Co&t"act dete"+i&atio& b( the co++i$$io&e"
The commissioner can determine the commission Contract only in the case #hen this is provided
by the contract, if there is no possibility to e"ecute the obligation assumed or in the case #hen
the principal doesn,t observe the contract obligations.
A"ticle #8/,. 1i$po$itio& ove" the p"i&cipal@$ %ood$
(1) The principal in the case #hen 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 #ith the commissioner.
() !n case #hen the principal doesn,t e"ecute the obligation stipulated in paragraph (1) of the
present article the commissioner has the right to convey them to a #arehouse under the
principal,s account or to sell them at the most convenient price for the principal.
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C!APTER 4VI. The 1i$patch
A"ticle #8/.. Ge&e"al p"ovi$io&$ about the di$patch co&t"act
(1) Through the dispatch contract the dispatcher is obliged, on the clients account and under his
name or under his o#n name to conclude a contract and e"ecute the necessary acts on
for#arding and the clients is obliged to pay the agreed commission.
() The dispatch contract is concluded in #riting. The client has to remit a pro"y to the
for#ard:vendor, if one is necessary for the Contract obligations e"ecution.
($) &s long as the present Chapter doesn,t stipulate the contrary the rules referring the mandate
#ill be applicable for the for#arding as #ell.
(') The norms of the present chapter are applicable in the cases #hen under the transport:
for#arding contract conditions the obligations of the dispatcher are e"ecuted by the
for#arder.
A"ticle #8//. The di$patche" dili%e&ce
The dispatcher has to perform the dispatch in the sense that he has to choose the for#arder and
the care of diligent dispatcher. 9hile doing this he has to ta.e into account the client,s interests
and to follo# the clients indications.
A"ticle #8/5. The clie&t$ obli%atio&$
(1) The client is obliged, at the dispatcher,s demand, to provide him #ith information about the
goods, information about the for#arding documents as #ell as all necessary e"planations
necessary for customs clearance and other formal acts e"ecution. The client is obliged to
provide the dispatcher #ith all documents:papers necessary for an accuracy of the
information.
() !n case of dangerous goods the client is obliged to dra# the dispatcher,s attention on the
nature of the danger and on the necessary precaution actions.
($) The dangerous goods that the dispatcher #as not informed about can be unloaded, destroyed
or made inoffensive any time and any #here #ithout any damage compensation.
(') !f the nature of the goods demands this the client is obliged to pac. it in such a #ay that it
should correspond to the for#arding requirements.
(-) !f any signs are necessary for the goods identification they have to be applied in such a #ay
that they should remain readable till the delivery.
(4) The client is responsible for the pre)udices caused to the dispatcher trough the violations of
the obligations stipulated in the previous paragraphs e"cept the case #hen the dispatcher
doesn,t formulate ob)ection referring lac.s or defects of pac.age or signs applied, as
stipulated in paragraph (') and - of the present article also these lac.s or defects #ere
obvious and he #as a#are of them at the ta.e over moment.
A"ticle #8/6. 1etailed f"ei%ht che>ue a&d $i%& b( the di$patche"
The client can as. for the detailed cheque and sign of parcels (freight units) against special fee in
the moment of the goods ta.e over by the dispatchers.
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A"ticle #858. The obli%atio& of f"ei%ht i&$u"a&ce
The dispatcher is obliged to insure the goods only in the case #hen he has received special
indications from the client. !f such indication #ere not notified, the dispatcher is obliged to
insure the freight in simple #ay #ith an insurance agent that he chooses himself.
A"ticle #85#. Ide&tif(i&% the %ood$ $ituatio& at the de$ti&atio&

!f the situation of the goods #as e"amined in the absence of parties, than the delivery of the
goods to the recipient )ustifies the presumption that this good has been received by the recipient
#ithout any losses or deterioration, e"cept the situation #hen the recipient has formulated
ob)ections to the person #ho delivered the goods and has indicated the character of the pre)udice.
!f the losses or the pre)udice are noticed e"ternally the ob)ection should be formulated at list at
the moment of delivery but if the losses and pre)udices can not be noticed at e"ternal
e"amination, the ob)ection it has to made at least till the third day of the day of delivery.
A"ticle #85'. 0o"-a"di&% Re%ulatio&$
!f the recipient doesn,t ta.e 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
for#arding contract.
A"ticle #85). The "i%ht of the di$patche" to fo"-a"d the %ood$ at hi$ o-& "e$ou"ce$
(1) The dispatcher is authorized, if not ordered differently, to e"ecute the for#arding of the
goods by his o#n. The authorization is valid as long as the obligation of respecting the
clients rights and interests is fulfilled.
() !f the dispatcher ma.es use of the right stipulated in paragraph (1) of the present article, he
#ill at the same time be entitled #ith the rights and obligations of the carrier.
A"ticle #85*. The di$patche"@$ "e$po&$ibilit(
(1) The dispatcher is as a rule responsible for the obligations that resume from the dispatch
contract only in the case of his o#n fault or the fault of his assistants.
() The dispatcher can not invo.e the provisions of the present Chapter that e"clude or limit his
responsibility or turn over the onus of proof, if the pre)udice has been produced
premeditatedly or deliberately
A"ticle #85,. P"e?udice$ cau$e b( a thi"d pa"t(
!f the pre)udice is caused by a third party participating in the contract e"ecution, at the clients
demand, the dispatcher is obliged to submit him the claims to the third party, e"cept the case
#hen according to a special agreement, the dispatcher overta.es the coverage of the claim at the
client,s account and ris..
A"ticle #85.. Re+u&e"atio& pa(+e&t
The remuneration is e"igible in the moment #hen the dispatcher has transmitted the good to the
for#arder.
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C!APTER 4VII. Bail+e&t<-a"ehou$e
A"ticle #85/. The -a"ehou$e co&t"act
The #arehouse is a contract trough #hich the depositary ta.es the obligation to .eep the
movables transmitted by the deponent for a certain or non%certain period of time and to return
them at the demand.
A"ticle #855. Refu$al of ha&di&% o" ta;i&% ove" the %ood$.

(1) The depository has no rights to demand the goods hand over by the deponent. @ut the latter
is responsible for the pre)udice deliberately caused to the depository through the refusal to
hand over the good, if the la# or the contract do not provide differently.
() ?nless the contract provides other#ise the depository has the right to refuse the good
ta.eover in the case #hen it hasn,t been handed over in the agreed term.
A"ticle #856. The f"ee cha"acte" of the -a"ehou$e
(1) The #arehousing is for gratuitous consideration unless the contract provides other#ise. !n
the case #hen the depositary e"ercises the storage in the frame#or. of professional activity
it is presumed that the remuneration has been agreed tacitly.
() !f the value of indebted remuneration #as not agreed it is considered to be agreed #hen a
certain price list is available, tariff remuneration, but in the price list absence the usual
remuneration.
($) The deponent is obliged to compensate the depository e"penditures necessary for the storage
of the goods.
A"ticle #868. The obli%atio& of ;eepi&% the %ood$
(1) !n the case of an onerous title storage the depositary is obliged to ta.e care for the integrity
of the goods received and to activate professionally #ith prudence and diligence.
() !n the case of a free of charge storage the depository is obliged to ta.e care of the goods
received as of his o#n.
A"ticle #86#. I&te"dictio& o& >ualit( p"oof "e>ui"e+e&t b( the o-&e"
The depositary can not claim the deponent or the person to #hom the good has to be restored
proof of the fact that he:she is the o#ner of the stored good.
A"ticle #86'. P"ohibitio& o& t"a&$+itti&% the %ood$ to a thi"d pa"t(
(1) The depository has no right to transmit the goods to a third party #ithout the deponent,s
acceptance.
() 9hen the goods are transmitted to a third party #ith the deponent,s acceptance the
depositary is further responsible only for the chosen place and third party nomination.
A"ticle #86). P"ohibitio& o& depo$ited %ood$ u$a%e
!f the contract doesn,t stipulate differently, the depositary has no right to use the goods handed
over in the #arehouse #ithout the deponent,s permission, e"cept the case #hen this becomes
necessary for the goods conservation.
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224
A"ticle #86*. Modificatio& of depo$ito"( co&ditio&$

(1) The depositary has the right to modify the depositing conditions #hen 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.
() !n 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 #ithout
as.ing the deponent for acceptance.
($) !n case #hen a real danger of good deterioration, its degradation or other conditions that
threaten the goods storage security appear the depositary has the right to sell the goods at a
price determined by the situation, in the case #hen the deponent can not underta.e any
measures.
(') !f the circumstances stipulated in paragraph ($) of the present article are caused by reasons
that the depositary is not responsible for he has the right to retain the e"penditures for goods
selling from the goods price.
A"ticle #86,. Recove"( of the p"e?udice cau$ed to the depo$ita"( b( the %ood$ >ualit(
The deponent is obliged to recover the pre)udice caused to the depositary by the characteristics
of the stored goods in the case #hen he #as a#are or #as to be a#are of this characteristics. The
deponent is not responsible for the pre)udice if he has informed the depository about the goods
characteristics or if the depositary #as a#are of the characteristics.
A"ticle #86.. Rei+bu"$e+e&t obli%atio&
(1) The depositary ta.es the obligation to reimburse the received goods in the situation it is at
the moment of reimbursement. The ris. of death or fortuitous deterioration remains in the
tas. of the deponent.
() The depositary that has been ta.en the goods and has been given a sum of money or other
goods instead has to hand over to the deponent the things that he has got.
($) The depositary heir #ho has in the good #ill sold the deposited goods #ithout being a#are
about the fact that it #as deposited is obliged to restore only the value of the price he
received for the goods or to cede his claims against the buyer,s if the price #as not yet paid.
A"ticle #86/. Ri%ht to ta;e a-a( the depo$ited %ood$
(1) The deponent has the right to ta.e a#ay the deposited goods any time even then #hen the
contract provides a storage term.
() !n the case #hen the storage is done in the depositary Ms interest the deponent is obliged to
recover the pre)udice caused by goods anticipated restoration.
A"ticle #865. Place fo" $to"a%e %ood$ "e$to"atio&.
The stored goods are restored at the place #here they have been handed over to the depositary as
long as the parties have not agreed differently.
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A"ticle ##88. Obli%atio& to "etu"& the f"uit$ of the depo$ited %ood$
(1) The depositary is obliged to return the fruits of the deposited goods, collected during the
storage period. 1e #ill be held responsible for the non%e"ecution of this obligation only in
the case of offence or deliberate crime.
() The deponent is obliged to compensate the e"penses necessary for collection and storage of
the fruits.
($) The depositary is obliged to pay interest for the deposited money only from the day #hen
there #as a delay in money reimbursement.
A"ticle ##8#. Pa(9bac; co$t$
(1) !n the case #hen the deposit is for gratuitous consideration, the restoring costs shall be
covered by the deponent.
() !n the case #hen the deposit is of an onerous title the restoration costs are covered by the
depositary.
A"ticle ##8'. The depo$ita"(@$ "e$po&$ibilit( i& the ca$e of dela( of the %ood$ ta;e a-a(
te"+
!f a term has been agreed for the goods ta.e a#ay at the e"piry of the term the depositary is
responsible only for the pre)udice that is by offence or deliberate crime.
A"ticle ##8). The obli%atio& of "e+u&e"atio& co+pe&$atio&
!f the deposit is of an onerous title the deponent is obliged to compensate the remuneration at the
deposit termination unless the contract provides other#ise.
A"ticle ##8*. The "i%ht to "etai& the depo$ited %ood$
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 e"penditures necessary for their
storage.
A"ticle ##8,. to"a%e of ce"tai& %"oup$ of %ood$
!n the case #hen goods characterized as being from certain groups have been stored and not any
contrary provision has been concluded the goods become depositary o#ned. !n this cases the
depositary ta.es the obligation to return an equal quantity of goods or a quantity agreed by the
parties as being of the same type and quality.
A"ticle ##8.. Peculia"itie$ of hotel depo$it$<$to"a%e
(1) The hotels, hostels, sanatoriums, rest houses and other entities of the type are responsible for
the losses or deterioration of the goods of physical persons that occupy rooms here even if
these goods, e"cept money, securities, )e#elry have not been specially deposited. The
contrary convention is void.
() The responsibility is e"cluded in the case #hen the pre)udice is caused by a force ma)eure,
by a client,s guest or by the good,s characteristics.
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A"ticle ##8/. The ei=u"e
The seizure is a deposit on the bases of #hich the parties remit an asset under dispute to a third
party that ta.es the obligation to return it after the process is over to the one )ustified to dispose
it.
A"ticle ##85. 1epo$ita"( &o+i&atio& i& ca$e of $ei=u"e
(1) The depositary authorized #ith a seizure is nominated by the parties through mutual
agreement. =ne of the parties can be nominated.
() !n case #hen the parties can not conclude about the depositary or the seizure conditions they
can as. the court to decide.
A"ticle ##86. The "i%ht$ of the depo$ita"( -a""a&ted -ith a $ei=u"e
(1) The depositary #arranted #ith a seizure has no right to ma.e any e"penditure or other
actions concerning the goods e"cept the actions of conservation, #hen not contrary provision
or court authorization.
() The depositary can under the parties agreement or in the absence of the one #ith the court
authorization to alienate the goods the storage of #hich need a de%proportioned e"penditures
comparatively to their values. The sum resulted from the good selling remains #ith the
depositary under the seizure conditions.
A"ticle ###8. ei=u"e Te"+i&atio&
(1) The seizure is ending after the dispute solution through goods restoration to the )ustified
Barty.
() The depositary can not be discharged and restore the goods before the dispute settlement
than by agreement of all parties or, in case of non%agreement, only for #ell%grounded reason
through court authorization.
A"ticle ####. Repo"t
The depositary #arranted #ith a seizure has to ma.e a report at the end of the deposit or during
the deposit period at the demand of the parties or of the court.
A"ticle ###'. Budicia"( ei=u"e
The seizure can be held by the )udiciary instance as #ell. !n this case it complies #ith the
regulations established by the Civil Brocedure Code as #ell as to the present rules as long as they
are compatible.
C!APTER 4VIII :a"ehou$i&%
A"ticle ###). Re%ulatio&$
&s far as #arehousing 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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227
A"ticle ###*. 1ili%e&t obli%atio& of the -a"ehou$e+a&
The #arehouseman has to assure storage and .eeping of goods that have been diligently
transmitted by a good professional.
A"ticle ###,. Good$ >ua&tit( a&d t(pe a$ce"tai&
(1) The #arehouseman is not obliged to ascertain the goods type and quantity (number, size, and
#eight) at the moment of ta.ing them over if the la# or contract doesn,t stipulate the contrary, or
other characteristics of the goods.
() !f the goods sent to storage are at delivery in a depreciative or deteriorated condition that can
be e"ternally noticed, the #arehouseman has to conserve the rights on damage remuneration
to#ards the for#arder, has to ta.e care of the proof of this situation of storage goods and to
inform the deponent immediately. !n case of a mission he is obliged to recover the pre)udice
caused by this.
A"ticle ###.. Ri%ht of %ood$ i&$pectio&
The #arehouseman is obliged to allo# the deponent or other persons entitled to sample, during
#or.ing hours, to inspect the storage goods and to approve the necessary measures for the goods
conservation.
A"ticle ###/. Obli%atio& to i&fo"+
The #arehouseman is obliged to announce immediately about the change of place or if changes
have of goods characteristics have appeared or if such changes may soon happen. The
announcement #ill be made to the last o#ner .no#n by the #arehouseman from the
#arehousing receipt. !n case of a mission he is obliged to recover the pre)udice produced by this.
A"ticle ###5. Re$po&$ibilit( of the -a"ehou$e+a&

The #arehouseman is responsible for the loss or deterioration of goods that have been ta.en
under his care if the loss or deterioration hasn,t been produced as result of circumstances that
couldn,t be avoided through the care of a professional #arehouseman.
A"ticle ###6. to"a%e of %ood$ dete"+i&ed b( t(pe cha"acte"i$tic$
(1) 9hen the stored goods are characterized by types the #arehouseman is obliged to mi" them
#ith the same type only if this has been allo#ed e"press.
() &s the result of the mi" the o#ners of the mi"ed goods become co%o#ners share parts. The
share part is determined, in case it #as not concluded differently in dependence on the
quantity of stored goods.
($) The #arehouseman has the right and the obligation to convey out of the #hole stoc. the part
that is his, #ithout the acceptance of other deponents.
A"ticle ##'8. elli&% of $to"ed %ood$ i& ca$e of de%"adatio&

(1) !f the stored good is e"posed 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 didn,t decide in useful time, the #arehouseman
can organize the selling of the goods through public auction.
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228
() 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 e"penditures.
A"ticle ##'#. :a"ehou$i&% "eceipt
9hen receiving the goods the #arehouseman has the obligation to remit a #arehousing receipt.
A"ticle ##''. The co&te&t of the -a"ehou$i&% "eceipt
(1) The #arehousing receipt must consist of2
(a) the data of conclusion and the number of registration in the #arehousing register.
(b) the name and address of the parties for #hom the storage is ta.ing place3
(c) the #arehousing place3
(d) #arehousing rules3
(e) quantity (amount, size, #eight) of stored goods and the quality indicator, in case of
pac.ed goods the description of the pac.age3
(f) the price list of #arehousing costs as #ell as other costs that may appear3
(g) stipulation of the fact #hether the stored good has to be insured or not and the insurance
price list3
(h) #arehousing term and the e"piry date of the term or no term the stipulation3
(i) the #arehouseman signature and seal
() Lac. of some data doesn,t lean to #arehousing receipt invalidity. The parties have the right
to introduce other date as #ell.
A"ticle ##'). Ri%ht of ta7atio& of the $to"ed %ood$
The #arehousing receipt o#ner can ta" the stored goods as guarantee for another claim if the
good remains in the deposit.
A"ticle ##'*. A& o"de"ed -a"ehou$i&% "eceipt
!f the #arehouseman has #ritten out:dra#n up a #arehousing receipt under an order this can be
transmitted to a third party through endorsement.
A"ticle ##',. :a"ehou$e+a& "e$po&$ibilit( i& ca$e of e&do"$e+e&t
(1) !f the #arehousing receipt has been transmitted trough the endorsement the #arehouseman is
responsible to the legal receipt o#ner for the data accuracy #ritten in the receipt, if not
stipulated through the receipt that these date are based e"clusively on the deponent
communication or the one of a third party.
() !f the #arehouseman #as a#are that the data #as not e"act he #ill be held responsible for
the data he #rote in the receipt, the data of the .ind that is stipulated in paragraph (1) of the
present article,.
A"ticle ##'.. Good$ delive"( i& ca$e of o"de"ed "eceipt
(1) 9hen the receipt is ordered the #arehouseman is obliged to deliver the stored goods only to
the legal o#ner of the goods and only against the receipt.
() !f a receipt has been perfected and a collateral of the stored goods has been arranged the
#arehouseman has to charge the receipt to be given bac..
($) The #arehouseman is not obliged to cheque the authenticity of the endorsements. The
delivery is attested through an inscription on the #arehousing receipt.
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A"ticle ##'/. :a"ehou$i&% "eceipt de$t"uctio& o" lo$$
(1) !f the #arehousing receipt is lost or destroyed the one entitled can demand trough the public
announcement procedure declaration of the receipt nullity and the perfection of a ne#
receipt. (pecial provisions of the Civil Brocedures Code are applied here.
() ?nder the Courts decision the #arehouseman #ill perfect a ne# #arehousing receipt and a
second collateral receipt if necessary.
A"ticle ##'5. to"ed %ood$ collate"al "e+i$$io&
(1) !f the o#ner constitutes a collateral right over the stored goods the endorsement and
remission of the collateral #arehousing receipt #ill ta.e the place of collateral remission.
() The Andorsement should indicate the collateral creditor and the claim quantum.
($) The #arehouseman should be informed about the collateral. 1e has to sign that that
mortgaging has ta.en place.
A"ticle ##'6. Mo"t%a%e "i%ht of the -a"ehou$e+a&
(1) &s far as the #arehousing costs are concerned the #arehouseman has a right of mortgage
over the goods as long as they are in his possession.
() !f the #arehousing receipt has been transmitted through endorsement the right on mortgage
#ill be valid to the legal o#ner of the #arehousing receipt.
A"ticle ##)8. The -a"ehou$e+a&@$ "i%ht to de+a&d the ta;e a-a( of the $to"ed %ood$
(1) The #arehouseman can not demand the ta.ea#ay of the stored goods before the e"piry date
of the agreed term of #arehousing and if such a term #as not stipulated, before a three
months term of #arehousing.
() !f a #arehousing term #as not agreed or if the #arehouseman .eeps the goods after the
e"piry of the term he can claim the goods ta.e a#ay only under contract determination #ith
a preliminary notice term of one month.
A"ticle ##)#. elli&% the %ood$ b( public auctio&
(1) !f the deponent doesn,t ta.e the goods a#ay at the e"piry of the term the #arehouseman
has the right, under formal notice, to sell the good by public auction. The auction can not
ta.e place before a month term after the formal notice.
() &fter the #arehouseman claims over auction organization have been satisfied by the
obtained price the rest of the money #ill be reimbursed to the legal o#ner of the
#arehousing receipt

C!APTER 4I4. Tou"i$t e"vice Co&t"act
A"ticle ##)'. Tou"i$t $e"vice co&t"act e&tit(
(1) &ccording to the Contract on Tourist (ervices the organizer of the trip (tourist agent) ta.es
the obligation to provide the tourist #ith stipulated services and the tourist ta.es the
responsibility to pay for their costs.
() The declaration that intermediate contracts can be concluded only #ith persons that #ill
accomplish the trip (#ith the service provider), #ill not be ta.en into consideration, if out of
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circumstances, it is clear the fact that the author of the declaration e"ecutes the Contract
provisions that deal #ith the trip under his o#n responsibility.
A"ticle ##)). P"eli+i&a"( I&fo"+atio&
(1) &ny publicity (commercial) announcement, offer or another information referring to the
tourist services presented by the organizer must be organized in such a #ay as to e"clude its
#rong interpretation.
() The conditions included in the announcement, offer or other information that is presented to
the client by the organizer are obligatory for the latter e"cept the cases #hen the client has
been notified about the changes prior to contract signing.
A"ticle ##)*. Obli%ato"( I&fo"+atio&
(1) Till the moment of contract conclusion the organizer is obliged to supply the client #ith
#ritten or oral information about visa and passport regulations, as #ell as about health
insurance during the period of the trip.
() !n a useful time before the beginning of the trip the organizer is obliged to provide the client,
in #ritten or another form, #ith the information about2
a) time and place of intermediate stations and of transport )oints as #ell as about details of the
client,s 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
lac. of such representations the data about local agencies #here the client can address in case
of necessity. !n case #hen such representations or agents are absent the client should be
supplied #ith a telephone number or other data #ith the help of #hich he could contact the
organizer.
c) !n case #hen teenagers are traveling * the necessary data to contact the teenager directly or
the data of the person #ho is responsible for the teenager at the destination place.
d) The possibilities of insurance policy procurement that #ill cover in case of accident or illness
the client,s responsibility of refusing the trip as #ell as the e"penditures.
A"ticle ##),. The co&te&t of a tou"i$t $e"vice$ co&t"act
(1) & tourist services Contract has to contain the follo#ing clauses2
- itinerary, place (places of destination and terms of being in different places #ith indications
of dates3
- means of transportation, their characteristics and types, dates of
arrivals and departures3
- information about accommodation, the category or the level of comfort, its characteristics,
food services3
- in case #hen 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 off3
- visits, e"cursions and other services included in price of the trip3
- name and address of the organizer (tourist agent) and in case of necessity, of the insurance
person3
- price of the trip, indications about possibilities of price modification for .eeping
supplementary services ports and airports prices, (tourist fees) that #ere not included in the
trip costs3
- terms and modality of payment3
- specific conditions concluded by the parties at the client,s demand3
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- terms of clients possibilities to submit complaints if non e"ecution or non corresponding
e"ecution of the Contract3
- other conditions.
() &ll Contract conditions have to be presented to the Client in #ritten form before the Contract
is signed,
($) Brovisions of paragraph () of the present article do not e"clude the possibility of signing the
Contract in the last moment.
A"ticle ##).. A thi"d pa"t( t"avel
(1) The tourist has the right to demand, before the trip2 that a third party to ta.e his Contract
rights and obligations about the trip. The organizer can refuse the tourist demand in case
#hen the third party doesn,t correspond to the conditions of the trip.
() The organizer has the right to charge the tourist for compensation of additional e"penditures
needed for the third party substitution.
A"ticle ##)/. A+e&d+e&t$ to tou"i$t co&t"act e$$e&tial clau$e$
(1) !f, before departure, the organizer #ill need to amend considerably the essential clauses of
the Contract, inclusively the price, he has the obligation to immediately inform the client
about it.
() The price stipulated in the contract can not be amended e"cept the case #hen the contract
provides such a possibility and indicates the modality of calculating the modified price and
e"ceptionally, in case #hen 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 t#enty days before the trip starts.
($) !n 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 quic.est possible time.
A"ticle ##)5. Gua"a&tee$ a&d d"a-bac; "e+oval
(1) The trip organizer is obliged to accomplish the trip under stipulated qualities #ithout
dra#bac.s or lac.s that #ould diminish the value and the utility that can be deduced from
the contract or from good practice.
() !n the case #hen dra#bac.s 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 e"penditures.
($) !n case #hen the organizer doesn,t remove the dra#bac.s in the term indicated by the
tourist the latter can remove them by himself and claim the organizer for compensation of
e"penses. The term is not fi"ed #hen the organizer doesn,t #ant to remove the dra#bac.s
or #hen the tourist is interested in their immediate removal.
A"ticle ##)6. P"ice "eductio& becau$e of t"ip d"a-bac;$
(1) !n the case #hen the dra#bac.s are discovered during the trip, the price is reduced, ta.ing
into consideration the moment #hen the dra#bac. is removed.
() The trip price is not reduced if the tourist by offence or deliberate crime didn,t inform the
organizer, in useful time, about the attested dra#bac..
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A"ticle ##*8. Co&t"act dete"+i&atio& becau$e of d"a-bac;$
(1) !n the case #hen the trip is pre)udiced because of the dra#bac.s of the type stipulated in
article 11$6 of the present Code, and the pre)udice is big, the tourist can terminate the contract,
he can also terminate the contract in cases #hen, as result of such dra#bac.s, because of an
important reason, that can be deduced and recognized by the organizer, the tourist can not be
claimed to continue the trip.
() Contract determination is acceptable if the organizer didn,t remove the dra#bac. until the
e"piry of the term given to him by the tourist. & term establishment is not necessary if the
dra#bac. is not removable or the organizer refuses to remove it or if the Contract determination
is )ustified by the tourists interest.
($) !n case #hen the Contract is terminated the organizer loses the right over the agreed price.
1e 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 doesn,t present any
interest for the tourist under the contract determination.
(') The trip organizer is obliged to underta.e the necessary measures after the contract
termination, especially in cases #hen the contract provided bac. transportation of tourist.
&dditional costs are covered by the organizer.
A"ticle ##*#. Recove"( of the p"e?udice cau$ed b( the d"a-bac;
The tourist can claim, indifferently of the fact #hether he has as.ed for price reduction or
contract determination, compensations for non%performance, if the dra#bac.s are under the
organizer,s responsibility.
A"ticle ##*'. Te"+ of clai+ $ub+i$$io& a&d p"e$c"iptio&<li+itatio& te"+
(1) The claims )ustified by provisions of articles 11$4%11'1 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 e"piry of the term is omitted
because of reasons not imputable to the tourist.
() The prescription term of actions initiated by the tourist is of si" month calculated from the
day #hen, according to the contract, is the last day of the trip. !n the case #hen the tourist
submits claims, the prescription flo# is suspended till the day #hen the organizer refuses the
prescriptions in #ritten form.
A"ticle ##*). Ad+i$$io& of "e$po&$ibilit( li+itatio&$
The organizer of the trip can limit his responsibilities over pre)udices and in)uries, others then
corporal ones, through an agreement #ith the tourist at a tripled price of the trip if2
a) the pre)udice is not caused by offence or deliberate crime, or
b) the organizer is responsible for the pre)udices caused to the tourist if it is a result of a mista.e
of a service supplier involved in the contract e"ecution.
A"ticle ##**. Co&t"act dete"+i&atio& b( the tou"i$t
(1) @efore the trip starts the tourist can terminate the contract any time.
() !n the case #hen the tourist has terminated the contract the organizer loses the right over the
price of the trip. 1e can as. for a corresponding damage compensation. The compensation
quantum is calculated on the basis of the trip price, #ithdra#ing the e"penditures saved by
the organizer and the value of #hat the organizer could benefit, if he had used his services in
another #ay.
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A"ticle ##*,. Co&t"act dete"+i&atio& becau$e of fo"ce +a?eu"e eve&t
(1) !n the case #hen the trip is delayed, burdened, #orsened or pre)udiced because of force
ma)eure events that #as not possible to be forecasted at the moment of contract conclusion,
both the tourist and the organizer can terminate the contract under no condition.
() !f the contract is terminated under the provisions of paragraph (1) of the present article the
provisions of paragraph ($) and of the first sentence of paragraph (') of article 11'8 of the
present Code #ill be applied. &dditional transportation costs for the return trip shall be
equally covered by the parties. !n other cases the additional costs shall be covered by the
tourist.
A"ticle ##*.. E7clu$io& of de"o%atio&
There shall be no derogation from the present chapter disfavoring the tourist.
C!APTER 44. 0ide?u$$io&
Section I. Gene!"# .!o'isions

A"ticle ##*/. 0ide?u$$io& co&t"act
(1) <ide)ussion is a contract through #hich a person (fide)ussor) ta.es the obligation before the
creditor, free of charge or for payment, to integrally or partially e"ecute the obligations of
the debtor.
() & future obligation or an affected one can also be guaranteed through fide)ussion.
A"ticle ##*5. The fide?u$$io& co&t"act fo"+
!n order to be valid the fide)ussion contract has to be concluded in #riting. !n the case #hen the
fide)ussor e"ecutes the obligation the informality is considered removed.
A"ticle ##*6. Lac; of debto"@$ app"oval at a fide?u$$io& co&clu$io&
& person can become a fide)ussor #ithout the debtor,s approval or his a#areness.
A"ticle ##,8. Multiple 0ide?u$$io&
(1) <ide)ussion can be provided both for the main debtor and for fide)ussor.
() The further fide)ussor, #ho has ta.en the obligation to e"ecute the obligations of the
previous fide)ussor is responsible before the previous fide)ussor and the latter is responsible
before the main debtor.
A"ticle ##,#. 0ide?u$$io& bac;%"ou&d
(1) The fide)ussion can result from the agreement of the parties, can be imposed by la# or can
be enforced by Court.
() & debtor #ho is obliged to supply a fide)ussion has to propose a physical person, resident of
the /epublic of 0oldova or an interested legal person in the /epublic of 0oldova #ho o#ns
sufficient assets in order to guarantee the obligation. !n the case #hen the proposed person is
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not accepted the debtor has to nominate another person. This rule doesn,t apply #hen the
creditor has claimed a certain person as a fide)ussor.
A"ticle ##,'. The "i%ht of %ua"a&tee $ub$titutio&
The debtor #ho is to supply a fide)ussion legal or )udiciary can give another sufficient guarantee.
A"ticle ##,). 0ide?u$$io& Li+it$
(1) The fide)ussion can not e"ceed the debtor debt and can not be made in more onerous
conditions.
() The fide)ussion that e"ceeds the debtor,s debt or is made in more onerous conditions is valid
in the limits of the main obligation.
($) <ide)ussion can be contracted for a part of the obligation and in less onerous conditions.
(') The obligation of the fide)ussor doesn,t enlarge after the fide)ussion ta.eover though legal or
)udiciary acts made by the main debtor.
A"ticle ##,*. E7te&di&% fide?u$$o"@$ obli%atio&$
(1) The fide)ussor is responsible in all the cases up to the largest sum stipulated in the
fide)ussion contract.
() ?p to this ma"imum sum the fide)ussor is responsible in the absence of another clause for2
a) the total of the debt, starting from the respective moment, especially #hen the main debt
has been modified because of the debtor,s guilt or delay of the main debtor, but * in case
of contract stipulated fine:penalty or a global compensations provided for the contract
termination * only #hen it #as e"pressly agreed:concluded.
b) the e"penditures referring to the contract determination and suit, if they are to be
reimbursed by the main debtor as long as the fide)ussor has been offered the possibility,
in useful time, to avoid them by creditor,s requirements observation.
c) The interests indebted by the main debtor if it #as e"pressly agreed.
A"ticle ##,,. Relatio&$hip$ bet-ee& the fide?u$$o"$.
(1) !n the case #hen more fide)ussors have presented fide)ussion for one and the same debtor
and for one and the same obligation, the fide)ussor that e"ecutes the obligation has a right of
recourse against the others.
() !n the case of insolvency of one of the fide)ussors his part is distributed proportionally
bet#een the other fide)ussors.
Section II. C!e)ito! "n) +i)e-,sso! !e#"tionsi.s
A"ticle ##,.. Obli%atio& of the c"edito" to i&fo"+
(1) The creditor is obliged to supply at the fide)ussor,s demand all necessary information to the
content and modality of the main obligation and referring to the stage of its e"ecution.
() The fide)ussor can not preliminary refuse the right of being informed.
A"ticle ##,/. The fide?u$$o"@$ "e$po&$ibilit(
(1) !n the case #hen the main obligation is not e"ecuted the fide)ussor and the debtor are both
obliged before then creditor, if nothing else is stipulated in the contract.
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() The parties can conclude that the fide)ussor is obliged to pay the debt only after debtor,s
pursuit. !n this case the fide)ussor has to indicate the debtor,s goods and to advance the
e"penditures necessary for the goods pursuit.
A"ticle ##,5. E7ceptio&$ that the fide?u$$o" ca& clai+
(1) The fide)ussor can oppose to the creditor all the e"ceptions that the debtor could oppose. !n
case of main debtor demise the fide)ussor can not ma.e himself prevail under the fact that
the heirs have limited responsibilities of the debtor,s obligation.
() The fide)ussor doesn,t lose the right to invo.e an e"ception only because of the fact that the
main debtor refuses to do this.
($) The fide)ussor can refuse to observe the creditors claims as long as the debtor has the right
to suit the act that stays at the basis of the obligation.
(') The right provided in paragraph ($) of the present article #or.s for the fide)ussor also in the
case #hen the creditor can satisfy his claim to#ards the main debtor through debt
compensation.
A"ticle ##,6. C"edito"@$ %ua"a&tee li+itatio&$
!f the creditor limits, in the fide)ussor,s disadvantage, some collateral rights or other guarantees
or rights that e"ist at the moment of fide)ussion conclusion or further obtained by the main
debtor and referred to as rights guaranteed by fide)ussion, then the fide)ussor,s obligation limits
at the level of the limit of the guarantee.
A"ticle ##.8. 0ide?u$$o"$ $olida"it(
(1) !n the case #hen more persons supplied fide)ussion to a creditor for one and the same
obligation, every of them is obliged for the #hole debt if the parties have not concluded
about the division benefit.
() !n case #hen they have concluded about the division the fide)ussors can claim that the
creditor should divide his action and reduce it to the part that every of them o#es.
A"ticle ##.#. I&fo"+atio& about dela( i& obli%atio& e7ecutio&
!f the main debtor is late in his obligations e"ecution the creditor has to inform the fide)ussor
about it.
A"ticle ##.'. 0ide?u$$o"@$ $ub"o%atio& i& the c"edito"@$ "i%ht$
(1) The fide)ussor #ho has e"ecuted the main obligation subrogates in the rights the creditor had
over the debtor. The e"ceptions of the main debtor based on the relationship bet#een him
and the fide)ussor remain the same.
() &fter the fide)ussor e"ecutes the obligation the creditor is obliged to remit the
documents:papers that attest the claim against the debtor as #ell as to hand over to him the
rights that guarantee this claim.
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Section III. Re#"tionsi.s (et2een te +i)e-,sso! "n) te )e(to!
A"ticle ##.). I&t"oductio& to the debto"@$ ca$e
(1) !f a suit against the fide)ussor he is obliged to include the debtor. !f not so the debtor has the
right to invo.e in the recourse action of the fide)ussor all the e"ceptions that could have
claimed the creditor.
A"ticle ##.*. Recou"$e a%ai&$t the debto"
(1) The fide)ussor that has e"ecuted the main obligation has the right of recourse against the
debtor in the value of sums he reimbursed, including the sum of main debt, the interest as
#ell as all fide)ussion e"penditures.
() The fide)ussor has no right of recourse against the debtor #ho has reimbursed the debt
because the fide)ussor didn,t inform him about the reimbursement.
($) The fide)ussor can sue against the debtor even before reimbursing in the case #hen the
fide)ussor in suit for the payment or if the debtor has decided to dismiss:release him from
fide)ussion in a stipulated period of time and it had e"pired.
(') !n the case #hen there are more solidary debtors the fide)ussor that has supplied the
fide)ussion for all these debtors has a right of recourse against each of them for a full
recovery of everything he had reimbursed.
A"ticle ##.,. 0ide?u$$o"@$ de+a&d to be "elea$ed
(1) !n the case #hen the fide)ussor has ta.en an obligation at the main indication, or under the
fide)ussion e"ecution has the rights of mandatory over the main debtor based on business
management regulations, he can demand from the latter to be released from fide)ussion if2
a) the assets of the main debtor has considerably #orsened3
b) the suit because of change of place, residence, headquarters
c) the main debtor is late in e"ecuting his obligations3
d) the creditor has obtained a court decision invested #ith the e"ecution against the fide)ussor3
() !n the case #hen the main obligation is not due, the main debtor can give guarantees to the
fide)ussor instead if releasing him.
A"ticle ##... 0ide?u$$o"@$ i&fo"+atio& about obli%atio& e7ecutio& b( the debto".
The debtor #ho has e"ecuted his obligation guaranteed through the fide)ussion has to inform the
fide)ussor about it as soon as possible. !f he doesn,t do so the fide)ussor, #ho has e"ecuted the
obligation .eeps the right of pursing a recourse action against the debtor.
Section IV. 9i)e-,ssion te!/in"tion
A"ticle ##./. 0ide?u$$o"@$ "i%ht of te"+i&atio&
(1) !f the fide)ussion has been concluded for the guarantees of future or non%finished actions or
no fide)ussion term has been established, the fide)ussor has the right, after three year pass
from the fide)ussion conclusion, to terminate the contract #ith a three month preliminary
notice to the creditor, main debtor and other fide)ussories.
() & fide)ussion established for a term can be terminated after - years #ith a three month
advance notice.
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($) The fide)ussion still e"ists after the termination only for the already appeared obligations
even if this are affected by different modalities.
A"ticle ##.5. Modificatio& a&d "ede+ptio& of the %ua"a&teed obli%atio&
(1) The fide)ussion finishes #hen the main obligation is redeemed.
() The fide)ussion finishes #hen the guaranteed obligation is modified #ithout fide)ussor,s
acceptance, #hen this modification evo.es bigger responsibilities or other unfavorable
consequences for the fide)ussor.
($) The fide)ussion finishes #hen the guaranteed debt is transmitted to another person if the
fide)ussor has not accepted to guarantee the e"ecution of the obligation to a ne# debtor.
A"ticle ##.6. 0ide?u$$o"@$ de+i$e
The fide)ussion finishes in the case of fide)ussor,s demise. &ny other contrary clause is void.
A"ticle ##/8. ub"o%atio& i+po$$ibilit(
The fide)ussion finishes #hen, because of creditor,s fault, the fide)ussors subrogation into the
creditor,s rights can not ta.e place. The fide)ussor in this case is released under the suffered
pre)udice.
A"ticle ##/#. 0ide?u$$io& te"+i&atio& th"ou%h te"+ e7pi"(
(1) The fide)ussion finishes #hen the term for #hich it has been provided e"pires.
($) !n the case #hen the fide)ussion term is not stipulated it finishes if the creditor during a year
term from the maturity of the guaranteed obligation has not suit the fide)ussor.
C!APTER 44I. 0"a&chi$i&%
A"ticle ##/'. 0"a&chi$i&% co&t"act
The franchising contract is a contract of successive e"ecution in time through #hich independent
enterprises ta.e a mutual obligation to promote goods and service mar.eting through specific
supplies by each of them.
A"ticle ##/). Co&t"act fo"+ a&d clau$e$
(1) The franchising contract is concluded in #riting under the nullity sanction.
() !n the te"t of the contract, along #ith mutual obligations of the parties clearly stipulated,
contract duration, regulations of termination and rene#al and other important elements of
the contract, a complete description of the program of franchising provisions is presented.
A"ticle ##/*. 0"a&chi$e"@$ obli%atio&$
(1) The franchiser is obliged to put at the franchiser,s disposal a totality of incorporated goods,
rights, trade mar.s, samples, arrangements, a#ards, dispatch other supplies and retailing
concepts or data and .no#ledge useful for mar.et promotion.
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() 0ore 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 #ell as to support
the franchisee in his activity through counseling and professional training.
A"ticle ##/,. 0"a&chi$e"@$ obli%atio&$
The <ranchiser is obliged to pay a sum of money, the value of #hich is calculated in fact as part
of sales and that should correspond to the contribution of the franchising program to the selling
volume. 1e is also obliged to use the franchising program actively and #ith the diligence of
good enterprise as #ell as to procure goods and services through the franchiser or through a
person nominated by the franchiser if the respective step has direct lin. to contract,s ob)ectives.
A"ticle ##/.. Obli%atio& of i&fo"+atio& a&d co&fide&tialit(
&t 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 .eep the secret of confidentiality data, inclusively in the case #hen the contract is not
further concluded.
A"ticle ##//. Co&t"act du"atio&
(1) The contract duration is determined by the parties ta.ing into consideration the
requirements of goods and services dispatch: retail that #ere stipulated in the contract.
() !f the term is not stipulated and e"ceeds the period of ten years, any of the parties has the
right to terminate the contract #ith an year advance notice. !f non of the parties e"ercises
the termination right, the contract is prolonged for t#o years further and further.

A"ticle ##/5. The obli%atio& of lo(al co+petitio&
(1) The parties are obliged to a loyal competition even after the contract termination. !n this
sense, a loyal competition interdiction can be imposed to the franchiser, but, it can not
e"ceed the period of more than one year.
() !f the competition interdiction )eopardizes in consequence the professional activities, the
franchiser has to be paid a corresponding financial compensation, even of the contract #as
terminated.
A"ticle ##/6. The f"a&chi$e"@$ "e$po&$ibilit(
(1) The franchiser is responsible for the rights observation and e"tension as #ell as for the
.no#ledge and data referring the franchising supplying program.
() !f the mentioned rights don,t e"ist, and the franchiser violates, in a faulty #ay, 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 e"pert,s opinion.
The costs of the e"pertise are covered by the party #hose proportion estimation is the most
different then the one established by the e"pertise.
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C!APTER 44II. I&te"+ediatio&
Section I. Gene!"# .!o'isions
A"ticle ##58. I&te"+ediatio& co&t"act
The intermediation contract is a contract according to #hich a party the intermediary ta.es an
obligation before the other party, the client, to act as an intermediary in concluding one or more
contracts bet#een the client and a third party.
A"ticle ##5#. Re+u&e"atio& pa(+e&t fo" i&te"+ediatio&
(1) The person #ho offers a remuneration for the contract intermediation or for a contract
conclusion possibility indication is obliged to pay the remuneration only #hen the
contract is concluded as result of the given indications.
() 9hen contract conclusion under a suspensive condition the remuneration can be charged
only after the condition is fulfilled.
($) !f the remuneration value #as not stipulated an ordinary remuneration for such activities
is paid.
(') The intermediary person can not charge an advanced payment and, can not accept such
an advanced payment, from the remuneration paid according to the present article.
(-) The clause that derogates from the rules of the present article is void.
A"ticle ##5'. The "i%ht to othe" pa(+e&t$<bo&u$e$
(1) <or 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 ta.ing
into consideration the fact if the contract #as concluded or not as a result of this activity.
() The clause that provide compensation of e"penditures that #ere not necessary for the
intermediary activity or for unproved e"penditures is ineffective.
A"ticle ##5). E7clu$ive i&te"+ediatio& co&t"act
(1) !n the case #hen the client ta.es the obligation for a certain period of time not to employ
another intermediary (e"clusive intermediation) the intermediary is obliged during this
period of time to focus his activities in the direction of intermediation or contract conclusion
possibility indication.
() !f the client violates the obligation stipulated in paragraph (1) of the present article the
intermediary can claim compensation in the case #hen a contract #ith the third party is
concluded through another intermediary. & globally corresponding compensation can be
stipulated in the contract not ta.ing into consideration the proof of the pre)udice. The
compensation can not e"ceed .-I of the sale cost if the contract concluded in an
intermediation or a contract conclusion possibility in the field of buying selling activity. The
clauses that derogate from the provisions of the present paragraph to the clients disfavor
shall not be effective.
($) The determination of the e"clusive intermediation contract shall done in #riting.
A"ticle ##5*. I&te"+ediatio& co&t"act dete"+i&atio&
(1) The intermediation contract can be terminated any time #ithout advance notice if no term
#as agreed.
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() The contract of e"clusive intermediation can be terminated only in case of )ustified reasons
and #ith a t#o%#ee. advance notice.
A"ticle ##5,. Re+u&e"atio& a&d co+pe&$atio& e7clu$io&
(1) The intermediary claims to remuneration and compensation payments or of e"penditure
recovery are e"cluded in the case #hen the contract #ith the third party refers to an ob)ect
that belongs to the intermediary. This rule is also applied #hen special circumstances prove
the suspicion that the intermediary person is affected in his capacity to represent the client.
() The intermediary conserves his claims on remuneration or on e"penditure recovery if he
indicates in #riting to the client, before the contract conclusion #ith the third party, the
circumstances that )ustify the suspicion of the pre)udice.
($) The provisions of paragraph (1) of the present article are also applied in the case #hen
somebody else has acted on the intermediary,s account or has concluded the contract on the
third party,s account.
(') The intermediary loses his rights to remuneration or e"penditure recovery if he has acted
contrary to the contract provisions for the third party as #ell.
(-) The clauses that derogate from the provisions of the present article are void.
Section II. Rentin$ inte!/e)i"tion
A"ticle ##5.. Re%ulatio& applied at "e&ti&%
(1) To the contract, in #hich a person ta.es 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.
() The rules of renting do not apply to the contracts that provide intermediation for tourist rent.
A"ticle ##5/. E7clu$io& of "e+u&e"atio& a&d clai+ cove"a%e of the "e&t i&te"+edia"(
(1) The claims of the house estate intermediation referring remuneration payment and damage
coverage or e"penditure compensation are e"cluded #hen2
(a) through an intermediation contract the rent of the place has been only prolonged or modified3
(b) a rent contract has been concluded for the room that #as in the intermediary,s
administration3
() The rent intermediary can not conclude, for the intermediation service or the indication
services, on other remuneration beside the remuneration stipulated in paragraph (1)" of
article 116 of the present Code.
($) Clauses that derogate from the present provisions of the present article are void.
Section III. Lo"n inte!/e)i"tion
A"ticle ##55. Loa& i&te"+ediatio& "e%ulatio&$
<or a contract #hen somebody ta.es the obligation to intermediate a third party #ith 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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A"ticle ##56. 0o"+ a&d co&te&t of i&te"+edia"( loa& co&t"act
(1) The contract is concluded in #riting.
() The contract has to stipulate the intermediary,s remuneration as part of the loan. !t should be
also mentioned the volume, the term., the interest, depreciation of the loan #ith indication on
payment duration, its rate, the interest duration, the costs of the loan as #ell as the effective
annual interest, the total sum that is to be paid by commissioner together #ith name, address,
and family name of the loan ta.er.
($) The provision of paragraph () of the present article are not applied if the tas. of the
intermediation or possibility indication is directed to a loan arranged through a mortgage, or
a loan that is directed to an estate business or a loan given to a commissioner for the
realization of his professional activity, commercial activity, public activity or )ob functions.
A"ticle ##68. Re+u&e"atio& of the i&te"+edia"(
(1) The client is obliged to pay remuneration only in the case #hen as result of the
intermediation or possibility indication the client obtains the loan. & convention concluded
through derogation in the client,s disadvantage is void.
() The intermediary agent can not agree, besides the remuneration provided by paragraph (1) of
the present article, about any other money reimbursement for the service supplied through
this intermediary activity or possibility indication of a loan, contract conclusion.
Section IV. Co//e!ci"# Inte!/e)i"tion
A"ticle ##6#. Ge&e"al p"ovi$io&$
(1) & commercial intermediary is considered a person that performs a personal activity for other
persons, #ithout permanent #arranties, on contract basis, and #ho refers to intermediation
of acquisition contracts, or selling of goods and securities, of insurance, ban. operations,
goods transportation, rent of goods of commercial circuit.
() The provisions of the present section don,t apply to the intermediation of other actions
besides those stipulated in paragraph (1) of the present article and operations of estate
goods.
A"ticle ##6'. 0i&al co&te&t of the co&t"act
(1) A"cept the case #hen it is e"onerated by the parties through local practices effect the
commercial intermediary is obliged immediately after the transaction e"ecution to put at
every party disposal the final te"t of the contract, signed by him, #here the contract parties
should be notified, the ob)ect and conditions of the transaction, and in the case of goods or
securities acquisition * their type and quantity, the price and delivery term.
() !n the case of legal acts that can not be locally e"ecuted the final te"t in put at the disposal of
the parties to be signed and each of the parties is sent the final te"t that is signed by the other
party.
($) !f any of the parties refuses to receive or to sign the final te"t of the contract the commercial
intermediary #ill #ithout delay inform the other parties about this.
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A"ticle ##6). pecified co++it+e&t
(1) !f one of the parties receives the final te"t of the contract and the intermediary person has to
indicate there the other party than the first party #ill be obliged under the convention #ith
the further indicated party if )ustified ob)ections could not be claimed to this.
() The nomination of the other party is done in useful time at the place of final notice emission
and if these are absent in a corresponding time.
($) !f the person is not nominated or there are )ustified ob)ections against it the party has the
right to submit claims to the commercial intermediary referring the contract e"ecution. This
right doesn,t #or. if the party doesn,t immediately declare to the commercial intermediary,
at his demand, that it demands the contract e"ecution.
A"ticle ##6*. a+ple ;eepi&%
(1) &s long as the parties or local custom and the nature of the goods allo# the commercial
intermediary #ill .eep the samples of the goods sold through its indication till the good is
received #ithout any ob)ections or till the act is finalized in a different #ay.
() The commercial intermediary #ill mar. the sample in order for this to be recognizable.
A"ticle ##6,. Lac; of pa(+e&t ca$h -a""a&tie$

The commercial intermediary shall not be considered entitled to accept a payment or another
form of remuneration provided by the contract.
A"ticle ##6.. Co++e"cial i&te"+edia"(@$ "e$po&$ibilitie$
The commercial intermediary is responsible before both parties for the damages caused because
of his fault.
A"ticle ##6/. Ri%ht to clai+ "e+u&e"atio& f"o+ both pa"tie$
!f the parties did agree on commercial intermediary remuneration in the absence of local custom
that can stipulate differently, every of the parties #ill be obliged to reimburse half of the
remuneration amount.
A"ticle ##65. Co++e"cial i&te"+edia"( "eco"d boo;
(1) Commercial intermediary is obliged to .eep records #here he #ill daily register all
concluded acts. The records are registered in chronological order. The commercial
intermediary #ill sign daily for every record put do#n.
() The register of commercial intermediation is applied the regulations referring to
commercial registers.
A"ticle ##66. P"e$e&tatio& of e7ce"pt$ f"o+ the i&te"+edia"(@$ "e%i$te"
The commercial intermediary is obliged to present e"cerpts from the register to the parties as
many times as they as. for it. The e"cerpts #ill bear the signature of the commercial
intermediary and #ill cover all relevant data for intermediate points in it.
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C!APTER 44III. T"ade<ale$ A%e&t. P"ofe$$io&al Co++i$$io&e"
Section I. T!")e:s"#es "$ent
A"ticle #'88. Ge&e"al "e%ulatio&$ "e%a"di&% the t"ade<$ale$ a%e&t.
(1) The trade:sales agent is the natural person% independent entrepreneur, #ho #as entrusted
permanent #arrants at trade contract conclusion or agency, #ith goods, rights and services in
the name and on the account of another enterprise (principal).
() &ccording to this Code the person #ho2
a) being an employee of the principal has the competence to conclude obligatory contracts
for the principal3
b) being a partner, he has the right to conclude mandatory contracts for his partners3
c) is the administrator of the reorganization or the abolition in the process of insolvency3
d) activates at the commodity e"change3
is not a trade:sales agent.
A"ticle #'8#. The dutie$ of the t"ade a%e&t
(1) The trade agent is obliged to represent honestly the interests of the principal.
() The trade agent is obliged to ta.e the right measures during negotiations, as #ell as if
necessary, to conclude contracts at the principal,s indications, to sho# the principal all the
necessary information, that is at his disposal, to fulfill the reasonable indications given by the
principal.
A"ticle #'8'. The p"i&cipal@$ dutie$
The principal is obliged to respect the principle of good%#ill:faith in relations #ith the trade
agent. Barticularly, the principal is obliged to put at the trade,s agent disposal all the necessary
information for the e"ecution of the agency contract, to notify the trade agent in reasonable terms
if it is e"pected that the volume of the commercial transactions #ill be considerably lo#er then
the agent #ould normally suppose:assume, as #ell as about the acceptance, refusal or the non%
e"ecution of a commercial contract, proposed by the agent.
A"ticle #'8). Re+u&e"atio& of the t"ade a%e&t
(1) The trade agent has the right to remuneration for the services performed for the principal
according to the agency contract.
() !f the sum of the remuneration #as not stipulated, it is considered that #as agreed upon an
ordinary remuneration in this domain of activity. !n 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, ta.ing into account the circumstances in matter and the
principle of equality.
A"ticle #'8*. Co++i$$io& "e+u&e"atio&
(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.
() 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 e"tend that2
(a) the legal act #as concluded because of the actions of the respective trade agent3
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(b) the legal act #as concluded #ith 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.
($) The trade agent #ill have the right to commission remuneration, as #ell, for the legal acts,
concluded during the validity of the agency contracts, in case that the agent has the e"clusive
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 #as concluded #ith a client from the territory or from that certain
group.
(') The trade agent has the right to a commission trade for the legal act concluded after the
contract is no longer valid, if2
(a) according to the provisions from paragraphs () and ($) of this article, the proposal to
contract (demand and supply) from the third party #as chequeed and signed by the principal
or by the trade agent, till the agency contract is still valid.
(b) the legal act #as concluded as a result of the trade,s agent actions, during a reasonable
period of time from the moment of the cessation of agency,s contract validity.
(-) the trade agent doesn,t have the right to commission remuneration, according to the
paragraphs () and ($) of this article, if the commission remuneration must be paid according
to the ('
th
) paragraph of this article, to the previous trade agent, e"cluding the case #hen it is
reasonable to divide the commission remuneration bet#een the t#o agents.
A"ticle #'8,. Te"+$ of pa(+e&t of the co++i$$io& "e+u&e"atio&
(1) the trade agent has the right to commission remuneration also according to the #ay in #hich
the legal act #as e"ecuted. &t the agreement of the parties the right of the trade agent to
remuneration #or.s from the moment of the appearance of the principal,s obligation to
e"ecute the legal act concluded #ith the third party or from the moment of its e"ecution by
the third party.
() The commission remuneration must be later than the last day of the month, during #hich 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.
A"ticle #'8.. The ce$$atio& of the "i%ht to co++i$$io& "e+u&e"atio&
(1) The right to commission remuneration ceases if it is attested that the contract bet#een the
principal and the third party #as not e"ecuted, #ith the condition that the principal has no
fault for this non%e"ecution. There cannot be derogation from the provisions of this
paragraph in the disadvantage of the trade agent.
() The commission remuneration that the agent has already received must be recovered in case
of the cessation to the right to this remuneration.
A"ticle #'8/. P"e$e&tatio& of i&fo"+atio& co&ce"&i&% the calculatio&$ of the "e+u&e"atio&
(1) The principal is obliged to present to the trade agent, in #ritten form, the calculation of the
commission remuneration, upon #hich he has the right. This calculation must include the
most important elements used to determine the commission remuneration.
() The trade agent has the right to obtain information, including record and document e"tract
#hich are at the disposal of the principal and #hich the trade agent needs for chequeing the
remuneration he is entitled to.
($) There cannot be derogation from the provisions of the paragraphs (1) and () of this article in
the disadvantage of the trade agent.
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A"ticle #'85. The a%e&c( co&t"act fo"+
(1) The agency contract can be concluded in #ritten form or orally.
() Aach party has the right to demand the conclusion of the contract in #ritten form or to
receive from the other party a document that stipulates the obligations #hich a certain party
has ta.en according to the agency contract.
A"ticle #'86. The e7i$te&ce of a%e&c( co&t"act
(1) The contract bet#een the trade agent and the principal can be concluded on an
indefinite:unlimited period of time.
() !f the parties continue to e"ecute their obligations according to the agency contract,
concluded on a certain period of time, the contract is considered e"tended for an indefinite
period of time.
A"ticle #'#8. The ce$$atio& of the a%e&c( co&t"act
(1) The agency contract concluded or e"tended for an unlimited period of time can cease at the
initiative of any party, by notifying it to the other one party.
() The term of notification cannot be less than a month during the first year from the time of
concluding the contract, t#o months% during the second year from the date of concluding the
contract and three months% during the third year and the ne"t years from the date of
concluding the contract. The parties cannot stipulate in the contract shorter terms of
notification.
($) !f the parties decide upon some longer terms of notification, than the others mentioned in
paragraph () of this article, the term of notification provided for the principal cannot be
shorter than the term of notification provided for the agent.
(') The cessation of the notification must correspond #ith the end of the calendar month, if in
the contract is not #ritten other#ise.
A"ticle #'##. Co+petitio& clau$e
(1) The parties can stipulate in the agency contract a provision that #ould limit the commercial
agent,s activity in the domain that the principal is activating after the contract relationships
have finished (competition clause).
() The competition clause is valid if2
(a) !s concluded in #ritten form3
(b) /efers to a geographic territory, or a category of clients and to a geographic territory and to
the same type of goods, #or.s or services that are provided by the agency contract3
(c) doesn,t violate the norms of the la# on Competition Brotection and 0onopolistic &ctivity
Limitation of the /epublic of 0oldova3
($) The competition clause is valid for a period of ma"imum t#o years from the time of contract
relationship finalization.
A"ticle #'#'. 1a+a%e "ecove"( a&d co+pe&$atio&
(1) 9hen contract relationships are finished the commercial agent can claim a corresponding
compensation if2
(a) the agent has attracted ne# clients for the principal, or has considerably e"ceeded the
transactions #ith the e"isting clients and the principal #ill obtain important profit from
the transactions #ith the respective clients3
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246
(b) Compensation recovery should be fair, ta.ing into consideration all the circumstances
and, in particular, the commission remuneration that the commercial agent #ould have
received in case of contract relationships continuation on the account of legal acts already
concluded or that #ere to be concluded in the future #ith the clients attracted by him, or
the competition clause provided by the agency contract according to article 111 of the
present Code.
() The compensation volume cannot e"ceed the sum of agent,s year remuneration calculated in
the average for the last five years of the agent,s activity. !n the case #hen the contract
relationship is shorter the average volume of remuneration of this period #ill be calculated.
($) The compensation reimbursement deprives the agent from the rights on pre)udice recovery.
(') The commercial agent has the right to claim recovery of the pre)udice that #as a result of his
contract relationships #ith the principal. !t is considered that the pre)udice can be caused by
contract relationships termination under the consequences of #hich2
(a) the agent loses the commission remuneration that he #ould have received if he e"ecuted
the agency contract provided that the principal has obtained a considerable benefit lin.ed
to the agent,s activity3
(b) the commercial agent has no possibility to compensate the e"penditures he has suffered
in the process of agency contract e"ecution under the principals indications.
(-) The right on compensation provided by paragraph (1) of the present article and on pre)udice
recovery provided by paragraph (') of the present article can be effected by the heirs if the
contract relationships finish because of the agent,s demise.
(4) The claim on compensation and pre)udice recovery should be submitted during one year after
the commercial relationship termination.
(5) Compensation and pre)udice recovery is not reimbursed in the follo#ing cases2
(a) the principal had the right to terminate the contract because of the agent,s fault3
(b) the contract relationships terminated at the agent,s initiative, e"cept the cases #hen this
has been caused by the principal,s behavior, or because of the agents age or health
deterioration under the circumstances of #hich he #as not able to continue his activity
#ithin the agency contract.
(c) &ccording to the principal,s agreement the commercial agent transmits his agency
contract rights and obligations to a third party.
Section II. P!o+ession"# Co//issione!
A"ticle #'#). Ge&e"al "e%ulatio&$
(1) &ccording to the present Chapter a professional commissioner is considered a person
(further%commissioner) that, in the frame#or. of his permanent commercial activity, ta.es
the obligation to conclude contracts of goods or securities under his o#n name but on the
account of another person (the principal).
() To the commissioner,s activity that is not regulated by the rules of the present section the
rules on commercial agent are applied.
($) >orms of the commission contract are applied, unless the provisions of the present article
provide other#ise.
A"ticle #'#*. Co++i$$io&e"@$ obli%atio&$
(1) The commissioner has to e"ecute his obligations that he had assumed #ith the diligence of a
good commercial agent.
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247
() The commissioner #ill present the necessary information to the principal, he #ill especially,
#ithout delay, inform him about the commission e"ecution and #ill give the principal his
part from the respective e"ecution.
($) The commissioner can be responsible for the e"ecution of concluded legal acts if together
#ith the commission e"ecution notification he #ill not indicate the third party #ith #hom he
concluded the legal act.
A"ticle #'#,. Effect of p"i&cipal@$ i&dicatio&$ violatio&$
!n the case #hen the commissioner didn,t comply #ith the principal,s indications he #ill be
obliged to recover the pre)udice caused to the principal. &t the same time the principal has the
right not to recognize the effects of the legal act concluded in such a #ay.
A"ticle #'#.. P"ice li+it$
(1) !n the case #hen the commissioner has e"ecuted a sale at a lo#er 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.
() !f the commissioner, together #ith 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 pre)udice compensation higher then the price difference
is not affected.
A"ticle #'#/. Co&ve&tio& co&clu$io& at a +o"e adva&ta%eou$ co&ditio&
(1) !n the case #hen the commissioner concludes a convention at a more advantages conditions
then one stipulated by the principal the advantages go on the principal,s account. The present
provision is particularly effective in the case #hen the selling price is higher then the lo#est
price stipulated by the principal or if the purchasing price doesn,t reach the highest price
concluded by the principal.
A"ticle #'#5. Co++i$$io&e" Re+u&e"atio&
(1) !n the case #hen the convention is e"ecuted the commissioner can claim the commission
payment.
() Aven if the convention #as not e"ecuted the commissioner still has the right to delivery
commission if this is provided by local rules.
($) The commissioner #ill have to claim the commission payment even in the case #hen the
e"ecution of legal acts concluded by him didn,t ta.e place but this is on the account of the
principal,s fault or on the account of his personality.
A"ticle #'#6. Co++i$$io& co++odit( dete"io"atio&
!f the commodity conveyed to the commissioner is deteriorated or has certain vices attested at
the e"amination :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. !n a contrary case the commissioner #ill be obliged to recover the pre)udice.
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A"ticle #''8. The co++i$$io&e"@$ "e$po&$ibilit( fo" the co++odit(
(1) The commissioner can be responsible for deterioration or loss of the commodity that resulted
from the circumstances that could not be avoided through the care of a good commercial
#or.er.
() The commissioner is responsible for the f act that the commodity #as not insured only in the
case #hen the principal has ordered to him to do the insurance.
A"ticle #''#. Adva&ce pa(+e&t a&d loa& fo" the co++i$$io& co&t"act e7ecutio&
(1) !n the case #hen the commissioner has given a loan or an advance payment to a third party,
#ithout the principal,s approval it is at his o#n ris..
() !f local commercial practices provide a delay in the purchase cost payment, in the absence of
contrary indications from the principal the same right #ill be applied to the commissioner.
($) !n the case #hen the commissioner, not being entitled, performs a credit sale he is obliged in
the absence of other indications from the principal to immediately reimburse the purchase
price on the principal,s account.
A"ticle #'''. i+ila" Co&ve&tio&$
The regulations of the present sections are applied, if nothing else provide, or the nature of the
relationships doesn,t sho# the contrary, to the case #hen the commissioner, practicing personal
commercial activity ta.es the responsibility to conclude under his name and on other persons
account legal acts different than those stipulated in article 11$ of the present Code

C!APTER 44IV. Ba&; Co&t"act$ a&d T"a&$actio&$
Section I. %"n; )e.osit
A"ticle #''). Co&t"act of ba&; depo$it
(1) The ban. deposit is a contract through #hich one of the parties *the ban. or other financial
institution legally authorized (further Fban.G) receives from its client, deponent, or from third
parties in the deponents favor, a sum of money #hich it obliges to reimburse to the deponent
in a certain term (time deposit) or at the demand (deposit at call).
() To the relationships bet#een the ban. and the deponent are applied the previsions referring
the loan and the current account, if they don,t violate the provisions of the present chapter
and the nature of the ban. deposit.
A"ticle #''*. The fo"+ of the depo$it co&t"act
The contract of the ban. deposit has to be concluded in #ritten form. The #ritten form of the
contract is observable, if the ban. remits a saving boo. to the deponent, a deposit certificate or
any other document that attests the money deposited and that corresponds to the legal
requirements and ban. practices.
A"ticle #'',. I&te"e$t
(1) The ban. pays an interest to the deponent in the volume and #ay stipulated by the contract,
but in the case #hen the contract doesn,t stipulate the volume of the interest this identified by
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the stipulations of article 417 of the present Code. The parties can conclude for that the ban.
not to pay interest to the deponent.
() The ban. can not unilaterally decrease the volume of the interest, e"cept the cases stipulated
by the la# or by the contract #ith a prior notice of at least 1- days.
A"ticle #''.. I&te"e$t o"de" of calculatio& a&d pa(+e&t
(1) The interest for a ban. deposit is calculated starting #ith a second day after the deposit
performance, till the previous day of the deposit reimbursement or this settled under the
)ustification of other legal acts.
() !f the deposit contract doesn,t stipulate anything else the sum for the deposit interest is paid
to the deponent at his demand at the e"piry of every semester, and the unta.en interests
during this term are added to the deposit sum from #hich it is further calculated.
($) 9hen the sum is reimbursed, the #hole interest is paid, calculated till that moment.
A"ticle #''/. Ba&; $ec"et
(1) The ban. guarantees the secret of information referring to the business relationship of the
client.
() The information that constitutes the ban. secret can be offered only to the clients demand
personally or to his representative. The ban. can offer such information to the representatives
of public authorities only in the cases stipulated by the la#.
($) !n case of secret disclosure by the ban. of the information that constitutes the ban. secret the
client #hose rights are violated claims the damage compensation.
A"ticle #''5. Ti+e9 a&d call depo$it
(1) !ndifferent of the type of deposit the ban. is obliged to reimburse integrally or partially the
sum deposited at the first demand of the deponent under the condition of an advance notice
according to the parties stipulation or ban. practices. &ny other contrary clause in the
disadvantage of the deponent is void.
() !n the case #hen the deponent is reimbursed, integrally or partially, the deposited sum before
the e"piry of concluded time, the interest is calculated in the volume provided for call
deposits, unless the contract provides other#ise.
($) !n the case #hen the deponent doesn,t demand the reimbursement of the deposit at the e"piry
of the stipulated term, the contract is considered prolonged under the conditions of a call
deposit.
Section II. C,!!ent ("n; "cco,nt
A"ticle #''6. The co&t"act of the cu""e&t ba&; accou&t
The ban. current account is a contract through #hich the ban. ta.es the obligation to receive and
register on the client,s account (account holder) the sums of money deposited by the client or
other third parties in cash or by transfer from other person,s account, to e"ecute in the limits of
the disposable of the account the clients orders referring the transfer of some sums to other
persons, cash #ithdra#als as #ell as to perform other operations in the clients account under his
#arranty in compliance #ith the la#, the contract and the ban. practices, but the client can be
obliged to reimburse remuneration for the provision of stipulated services
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A"ticle #')8. O-&i&% $u+$ of +o&e( o& the accou&t
(1) The holder of the account is free to dispose sums of money that are on his account in any
time, e"cept the cases #hen under parties approval an advance notice term is agreed. The
client has the right to revo.e his indications referring the sums dispositions. The revocations
have effect if they are accepted by the ban. before the e"ecution of the respective
indications.
() 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 la#, contract or ban.
practices.
($) The identification of persons authorized to dispose the money sums on the account is
performed by the ban. on the basis of signatures or other means of identification.
A"ticle #')#. The clie&t@$ o"de"$ a&d i&dicatio&$
(1) The ban. has to perform the operations in the client,s account only under his orders. The
ban. can not perform operations in the clients account #ithout his orders e"cept the cases
provided by la# or contract.
() !n case of operation performances in the client,s account the ban. is obliged to follo# the
indications of the account holder in the limits of the contract stipulations.
($) !f the ban. doesn,t e"ecute all deviates from the holder,s indications, in cases #hen it cannot
be considered that the latter #ould have approved it, the ban. is obliged to pay
compensations. & sum that is incorrectly debited in the client,s account has to be registered
again in the credit.
(') The relationships bet#een the ban. and the client are applied the regulations referring to the
agent contract if they don,t violate the provisions of the present chapter and the nature of the
ban. account.
A"ticle #')'. Ope"atio& accou&tabilit( a&d accou&t $tate+e&t$
The ban. .eeps 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 #ell demand information and
e"planations about his account and about the circumstances of any operations effected in the
account.
A"ticle #')). Mutual clai+$ of the ba&; a&d the clie&t
(1) The ban. o#es the client an interest for the usage on the means from his account, unless the
contract provides other#ise.
() 0utual claims of the ban. and the client are resolved through compensation.
A"ticle #')*. Co&t"act dete"+i&atio&
(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 ban.
practices, and in there absence, 1- days.
() The ban. can terminate the contract only in the condition that the holder #ill be able to use
another possibility of performing transfers if there is no )ustified reason for termination.
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A"ticle #'),. Co&fide&tialit(
(1) The ban. is obliged to .eep the secret of any facts that it got a#are of as result of business
lin.s of the client. (uch obligation doesn,t e"ist if anything else results from a legal act or if
it refers to general information the disclosure of #hich doesn,t pre)udice the )ustified
interests of the client.
() The obligation of confidentiality is valid even after the contract relationship termination.
A"ticle #').. Che>ue ca$h i& a&d pa(+e&t
(1) The ban. is obliged before the client, even in the absence of an additional contract, to cash in
trough intermediation of presenting in time to the dra#ee ban. the cheques presented by the
client and in cases of not cashing to ta.e the necessary measures of assurance.
() !n case of a corresponding contract the ban. is obliged to cash the cheques #ritten by the
client in the limits of the credit.
Section III. %"n; c!e)it

A"ticle #')/. Ge&e"al p"ovi$io&$ "efe""i&% the co&t"act of ba&; c"edit.
(1) Trough a ban. credit contract a ban. (creditor) ta.es the obligation to put at the disposal of
another person (debtor) a sum of money (credit) and the debtor ta.es the obligation to
reimburse the received sum and to pay the interest and other payments stipulated by the
contract.
() The ban. credit contract is concluded in #ritten form.
($) To the ban. credit contract are applied the provisions of the present code referring the loan
contract, as long as the provisions of the present chapter do not stipulate different or the
contrary doesn,t result from the nature of the ban. credit contract.
A"ticle #')5. The i&te"e$t to the ba&; c"edit
(1) The parties of the ban. credit contract can conclude other a fi"ed or floating interest.
() !n the case #hen the parties have concluded other a floating interest the volume of this can be
modified by the parties conclusion.
($) The creditor cannot modify unilateral the rate of interest e"cept the cases provided by la# or
contract. !n the cases #hen the contract stipulates the ban.,s right to modify the rate of the
interest this #ill be done in dependence of the refunding rate of the >ational @an., rate of
inflation, mar.et evolution, ta.ing into consideration the rules of equity.
(') The creditor #ill inform the debtor in #riting about the modification of the interest volume in
18 days before the modification. The ne# volume of the interest #ill be applied to the credit
balance at the date of modification.
A"ticle #')6. Co++i$$io&
@esides the interest, the parties can agree upon commission on current account.
A"ticle #'*8. Cu""e&t accou&t c"edit
(1) The credit can be offered by putting a sum of money (credit line) at the disposal of the client,
#hich the debtor can use under his functions and necessities.
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() The interest for the credit in current account is calculated ta.ing into consideration the
effective sum of the credit used in a certain period of time.
A"ticle #'*# Rei+bu"$i&% %ua"a&tee$ of the c"edit
(1) The parties can conclude over real guarantees arrangements (collateral, mortgage), personal
(fide)ussion) or other guarantees common in the ban. practice.
() !f the creditor appreciates the guarantees of the credit reimbursement as insufficient he has
the right to claim the constitution of additional guarantees. !n 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 guarantee,s diminish or to terminate the contract.
($) The creditor is obliged to release the assurance measures that get over the limit of agreed
guarantees.
A"ticle #'*' Co&t"act e7ecutio& "efu$al
(1) The creditor has the right to refuse the e"ecution of his obligation of putting at the debtor,s
disposal the credit, if after the credit contract conclusion2
(a) There appeared circumstances, that certainly indicate the future incapacity of the debtor
to reimburse the credit3
(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 ban..
() The creditor has the right to refuse to put at the debtor,s disposal further parts of the credit, in
case the contract stipulates the credit to be offered by parts, if the debtor doesn,t e"ecute the
contract conditions referring to the previous parts.
($) The debtor has the right to refuse the credit totally or partially. !n this case he has to pay the
creditor remuneration for the credit disposal (non%usage commission).
(') The e"ercise of the refusal right, stipulate in paragraph (1)%($) of the present article is aloud
under the condition that the party #ho refuses to e"ecute the contract should notify the other
party in a useful time before the moment of the e"ecution of obligations that constitute the
ob)ect of the refuse.
A"ticle #'*) Co&t"act te"+i&atio&
(1) The creditor can terminate the contract and charge the reimbursement of the credit sum and
other payments in the follo#ing cases2
a) debtor insolvency 3
b) the debtor cannot offer guarantees that have been charged or has diminished them
#ithout the creditor,s approval,
c) the debtor doesn,t reimburse the interest in the agreed time3
d) the debtor hasn,t e"ecuted the obligation to reimburse at least t#o parts of the credit,
#hen the contract stipulates the credit reimbursement in parts3
e) in other cases stipulated by la# or contract.
() The contract termination suspends immediately the credit usage, but the creditor #ill offer
the debtor a period of time of at least 1- days for the reimbursement of the used sums and other
payments.
($) The debtor can anytime announce about the contract termination that stipulates
reimbursement of a floating interest under the creditor,s notification in 5 days from the day
#hen he received the notification of interest modification.
(') The debtor can terminate the contract that stipulated a fi" 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 1-
days.
(-) Contract termination for the reason indicated in point (d) of paragraph (1) of the present
article is effective only #hen the creditor has offered the debtor a 1- days time for the debt
sum payment and the payment #as not done.
A"ticle #'**. 1ebto"@$ "e$po&$ibilit(
(1) !n case of the debtor,s non%e"ecution of the obligation of credit reimbursement as #ell as of
the obligations of interest reimbursement and other payments reimbursement, the creditor
can claim some delay penalties in the #ay and volume provided by the la# or contract.
() !n the case #hen the debtor is late #ith debt payments stipulated by the contract and the
parties haven,t agreed about anything else, for the indebted sum is charged an interest of - I
bigger than the rate of interest stipulate in the contract.
($) !f the creditor has terminated the contract because the debtor #as late in reimbursing the
indebted payments, he has the right to an interest equal to the legal rate of the interest. This
doesn,t affect the creditor,s right or the debtor,s right to prove the cause of the pre)udice
bigger or smaller through the delay in credit reimbursement.
A"ticle #'*,. C"edito"@$ "e$po&$ibilitie$
!n the case #hen the ban. doesn,t e"ecute its obligation of offering the credit the debtor can
claim payment of some delay penalties in the #ay and volume stipulate by the contract.
A"ticle #'*.. P"e?udice "ecove"( i& ca$e of a&ticipated "ei+bu"$e+e&t of the c"edit
!f the debtor reimburses the credit before the agreed term the creditor has the right to the
compensation of the pre)udice caused by an early reimbursement #ith deduction of saved sums
and ta.ing into consideration the fact that the ban. could have offered another credit from these
means. 9hen the pre)udice is calculated the failed benefit of the creditor and the avoid
e"penditures of the debtor are both ta.en into consideration.
Section IV. %"n; $,"!"ntee
A"ticle #'*/. Ge&e"al "e%ulatio&$ of ba&; %ua"a&tee
(1) The ban. guarantee is a #ritten commitment assumed by a ban. or another institution (the
guarantee, guarantor), at the demand of another party (principal) to pay the principal,s
creditor (beneficiary) a sum of money under the #ritten demand of the beneficiary.
() The guarantee assures the principal,s obligations e"ecution of the guarantee for the
beneficiary.
($) The principal of the guarantee is obliged to pay to the guarantor the agreed remuneration.
(') The obligation before the beneficiary constituted through the guarantee is independent from
the main debt for the guarantee of #hich it #as constituted, even if the guarantee ma.es
reference to this.
A"ticle #'*5. Gua"a&tee@$ &o&9"evocatio&
The ban. guarantee cannot be revo.ed if it hasn,t been concluded differently.
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A"ticle #'*6. No&9t"a&$fe"abilit( of the %ua"a&tee
The right over the guarantee is not transferable if in the content of the guarantee #as not
stipulated differently.
A"ticle #',8. Mo+e&t of %ua"a&tee$ effect$
The guarantee is effective from the moment of its emission, unless through the guarantee nothing
else has been stipulated.
A"ticle #',#. Pa(+e&t de+a&d
(1) !f the guaranteed case appeared the beneficiary has to claim in #ritten form his rights and to
enclose the proving documents attested. The beneficiary has to stipulate #hat #as not
e"ecuted by the obligation of the principal.
() The beneficiary,s rights can be claimed only in the term stipulated in the guarantee.
A"ticle #','. Gua"a&to"@$ obli%atio&$
(1) 9hen the guaranteed case, the guarantor has to immediately notify the principal of the
guarantee.
() !n the case #hen the beneficiary has claimed his rights the guarantor is obliged to cheque in
useful time and #ith corresponding care if all the conditions for the payment are met. 1e is
obliged especially to carefully cheque the proving documents of the guaranteed case.
A"ticle #',) Pa(+e&t de+a&d "efu$al
(1) The guarantor has to refuse the claims coming from the guarantee if the guaranteed case
didn,t happen, if the presented documents don,t correspond to the ones stipulated, if they are
presented after the e"piry term concluded in the guarantee. !f the guarantor refuses the claims
of the guarantee he is obliged to inform the beneficiary immediately.
() !f 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. !f the
principal repeats the stipulation to pay after he #as informed the guarantor is obliged to pay.
A"ticle #',*. Li+it$ of the %ua"a&to"@$ obli%atio&$
(1) The obligation of the guarantor limits at the guaranteed sum payment.
() !f the ban. guarantee doesn,t stipulate anything else the responsibility of the guarantor before
the beneficiary for non%e"ecution of the obligation results from the guarantee and doesn,t
limit at the guaranteed sum.
A"ticle #',,. Rea$o&$ fo" %ua"a&tee$ obli%atio& "ede+ptio&
(1) The guarantees obligation before the beneficiary is redeemed 2
a) through the reimbursement of the guaranteed sum.
b) through e"piry of the guarantees term.
c) through beneficiary,s refusal.
d) Through the #ritten confirmation of the guarantor that the beneficiary has refused.
() the obligation redemption according to point a),b) and d) is independent from the guarantee,s
letter to the guarantor.
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255
($) The guarantor has to inform immediately the principal about the guarantees redemption.
A"ticle #',.. The p"i&cipal@$ obli%atio&$ befo"e the %ua"a&to"J
(1) The principal is obliged to reimburse the guarantor the sum paid under the guarantee.
() The right of compensation e"ists as long as the guarantor could have considered necessary
the payments to the beneficiary under the agreement concluded #ith the principal.
Section V. Re$iste! ce8,e:("n; o!)e!:."*/ent o!)e!
A"ticle #',/. Ge&e"al "e%ulatio&$ o& pa(+e&t o"de"
(1) Bayment order (further called Fpayment orderG) is an order given by a person (principal) to a
ban. (Forder ban.G) to pay a sum in favor of another person (beneficiary) aiming at
redemption of an e"isting money obligation before the principal and the beneficiary.
() The payment order may be simple, in case #hen the sum cashing by the beneficiary is not
conditioned to any other document presentation referring the payment aim or documentary,
in the case #hen the sun cashing is conditioned by the beneficiary,s presentation of some
documents demanded by the principal.
A"ticle #',5. Pa(+e&t o"de" e7ecutio&
(1) The principal ban. e"ecutes the payment order by transferring the indicated sum from the
principal,s account to the beneficiary in the same ban. or another ban. (Fpaying ban.G).
() The ban. #ill e"ecute the payment order in the term stipulated by la#, ban. practices or ho#
stipulated by the parties conclusion.
A"ticle #',6. Co&te&t of the pa(+e&t o"de"
The payment order consists2
&) name, address and number of ban. account of the principal3
@) name, address and number of ban. account of the beneficiary3
C) name and code an address of the order :principal ban.3
;) payment order3
A) sum in letters and figures 3
<) payment reason3
+) in the case of documentary payment order the documents that should be presented by the
beneficiary are indicated 3
1) date of emission3
!) signature of the person (persons) authorized by the principal3
C) other data under >ational @an. regulations.
Section VI. Ce8,e ."*/ent
A"ticle #'.8. Che>ue
(1) The cheque is a negotiable title, #hich represents a #ritten claim concluded according to la#
previsions containing the unconditioned order given by the dra#er to the dra#ee on order to
pay at call a certain sum to the cheque presenter or the person indicated in the cheque or at
his order.
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256
() The cheque is independent from the transaction that stays at the basis of cheque payment
claim.
($) The cheque payments are regulated by the present code, other la#s and ban. practices.
A"ticle #'.#. Che>ue i&$c"iptio&$
(1) The cheque contains 2
(a) the title FchequeG that is consisted in the te"t 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 dra#ee
(d) place of payment,
(e) the date and place of issue
(f) name, residence of dra#er
() The title that lac.s one of the condition enumerated above has no value of cheque e"cept the
follo#ing cases2
(a) the place indicated near the name of dra#ee is considered the place of payment, if not
specially stipulated. !f near the dra#er,s name are indicated more gaps, the cheque is payable
at the place indicate the first. !f the specified inscriptions are absent, the cheque is payable at
the place or residence of the dra#ee.
(b) the cheque that doesn,t indicate the place of issue is considered signed in the place indicated
near the dra#ee,s name
A"ticle #'.'. Che>ue $u+
!f in the cheque the sum of payment #ritten in letters is different than the one #ritten in figures
the sum of payment is the one #ritten in letters. !f the sum is #ritten more than one time either in
figures or in letters in case of divergences the sum of payment is the smallest one.
A"ticle #'.). Che>ue $i%&atu"e$
(1) !f 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
() The person #ho signs the cheque as a representative of a person for #hom he didn,t have the
authorization to act, he is obliged in the )ustification of the cheque and if paid, has the same
rights that the pretended representative #ould have. The same rule is applied to the
representative #ho has e"ceeded the #arranties.
A"ticle #'.*. Che>ue i$$ue
(1) The cheque can be issued 2
a) in the favor of a person #ith the stipulations (to order, to our order) or equivalent
stipulations, or #ithout this (cheque to order). The cheque can be issued to the dra#er,s
order3
b) in the favor of a person #ith the stipulation Fnot to orderG or another stipulation (nominative
cheque). The nominative cheque cannot be issued in the dra#er,s favor e"cept the cheque
issued at a dra#er,s branch in the favor of another branch3
c) in the favor of the cheque presenter (bearer cheque). The cheque issued at a person,s favor
#ith the stipulation For to bearerG shall be considered bearer cheque. The cheque #ithout the
stipulation of the beneficiary is considered bearer cheque.
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257
() The cheque can be issued to the dra#ee, to #hom the dra#er has constituted a deposit
(provision) that he can dispose of, according to an #ritten or tacit agreement, inclusively in
the form of cheque issued. The violation of this rule doesn,t affect the cheque validity.
($) !f the cheque, incomplete at the moment of issue is completed against the parties conclusion,
the violation of this conclusion is not opposable to the cheque holder:o#ner e"cept the case
#hen this #as obtained through deliberate guilt.
A"ticle #'.,. Che>ue T"a&$fe"
(1) The cheque to order is transferred by endorsement. The endorsement transfers all the
rights of the o#ner of the cheque (endorser) to the holder, #ho is considered legal o#ner if
he proves his right through a ceaselessly series of endorsements, even if these are blan.
endorsements.
() The endorser bears responsibility for cheque payment, e"cept of the persons to #hom
the cheques #ere transferred by endorsement after a ne# endorsement #as prohibited by the
endorser.
($) The endorser is obligated to indicate the date #hen the cheque #as #ritten.
(') The not negotiable cheque is transferred in accordance #ith forms, and having the
effects of a simple cession.
A"ticle #'... E&do"$e+e&t
(1) The endorsement should be simple and unconditional. &ny condition inserted into
the te"t of the endorsement shall be considered un#ritten.
() The endorsement can be made in the benefit of the dra#er or any other obligated
person. These persons, in turn, can endorse again the cheque.
($) The partial endorsement and the endorsement signed by the dra#ee are null.
(') The endorsement is #ritten on the cheque (verso) or on the allonge. The
endorsement should be signed by the endorser.
A"ticle #'./. The bla&; e&do"$e+e&t
(1) The endorsement may not design the person in the favor of #hom it #as issued and
may contain on the cheque (verso) or on the allonge, only dates and signature of the endorser
(blan. endorsement).
() The endorsement at the bearer is considered blan. endorsement.
A"ticle #'.5. E&do"$e+e&t b( Po-e" of Atto"&e(
(hould the endorsement stipulate Nfor cashingN, Nas authorized agent N or any other
stipulation #hich implies a commission for cashing the cheque, the o#ner may discharge his:her
rights resulting from the cheque, but shall endorse it only on endorserDs order (endorsement by
Bo#er of &ttorney). The persons in charge of cheque payment can oppose the o#ner only the
e"ceptions, #hich #ould be opposable to the endorser.
A"ticle #'.6. The e&do"$e+e&t follo-i&% the due date o" the p"ote$t
The endorsement made after the protest or any similar act, or after e"piry of term for
presenting the cheques, has the same effects as a simple cession. ?ntil the other#ise is proved,
the non%dated endorsement shall be considered as effected before the date of protest or any
similar act, or the date of e"piry of the term for cheque to be presented.
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258
A"ticle #'/8. 1i$po$$e$$io&
!f the cheque is no longer in possession of a person, the ne# cheque o#ner is obligated to
return it only if he:she received it by bad faith or serious guilt.
A"ticle #'/#. u"et(
(1) Bayment of cheque, partially or in full, can be guaranteed by a surety % guarantee,
given by a third party, or even a cheque signature (guarantor).
() The surety is given on the cheque (verso) or on the allonge. This shall have the
#ording Nto be considered as suretyN, Nas guarantor for...N or any other equivalent. The guarantor
shall indicate the amount, name, home address (premises) and the beneficiary person for #hom
he:she is underta.ing the obligation, and shall sign the surety. !f the beneficiary person of the
surety is not indicated, this shall be considered as given for the dra#er.
($) The guarantor carries the same responsibility as all the persons obligated by cheque.
The obligation of the guarantor is valid also in cases #hen the obligation he:she guaranteed is
null on any reason.
(') 9hen the guarantor pays the cheque, he:she obtains the rights resulting from the
cheque for the person he:she has granted guarantees, as #ell as for the persons, #ho according to
the cheque, are obligated to the person in #hose favor the cheque has been guaranteed.
A&q