Vietnam: If the seller delivers goods that are not appropriate to the contract, does the buyer have the right to refuse to receive the goods?

Vietnam: If the seller delivers goods that are not appropriate to the contract, does the buyer have the right to refuse to receive the goods? (Internet image)

Regarding this issue, LawNet would like to answer as follows:

1. If the seller delivers goods that are not appropriate to the contract, does the buyer have the right to refuse to receive the goods?

According to Article 39 of the Commercial Law 2005, where it is not specified in the contract, goods shall be considered not appropriate to the contract when they fall into one of the following cases:

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

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

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

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

The purchaser may reject the goods if such goods are not appropriate to the contract according to the provisions above.

Thus, according to the above regulations, when the goods do not comply with the contract, the buyer has the right to refuse to receive the goods.

2. Liability for goods which are not appropriate to contracts in Vietnam

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

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

- Except for the case specified in Clause 1 of Article 40 of the Commercial Law 2005, within the time limit for lodging complaint provided for in this Law, the seller shall be liable for any defect of the goods which already exists before the time of passing the risk to the purchaser despite the fact that such defect may be discovered after passing the risks.

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

(Article 40 of the Commercial Law 2005)

3. Remedies in case of delivery of goods not appropriate to contracts in Vietnam

Pursuant to Article 41 of the Commercial Law 2005, Remedies in case of delivery of goods in insufficient quantity or delivery of goods not appropriate to contracts are as follows:

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

- Where the seller, when applying the remedies provided for in Clause 1 of Article 41 of the Commercial Law 2005, causes disadvantages or unreasonable costs to the purchaser, the purchaser shall have the right to request the seller to deal with such disadvantages or bear such costs.

4. Regulations on pre-delivery examination of goods in Vietnam

- Where it is agreed by the parties that the purchaser or the purchaser’s representative shall examine the goods before the delivery, the seller must ensure that the purchaser or the purchaser’s representative shall be given conditions for conducting such examination.

- Except where it is otherwise agreed, the purchaser or the purchaser’s representative in the cases mentioned in Clause 1 of Article 44 of the Commercial Law 2005 must examine the goods within the shortest period of time allowed by practical circumstances. Where the contract provides for the transportation of goods, the examination of goods may be postponed until the goods are transported to the destination.

- Where the purchaser or the purchaser’s representative does not conduct the examination of goods before the delivery of goods as agreed, the seller may deliver the goods according to the contract.

- The seller shall not be liable for defects of goods which the purchaser or the purchaser’s representative has known or should have known but failed to notify them to the seller within a reasonable time limit after the examination of goods.

- The seller shall be liable for defects of goods already examined by the purchaser or the purchaser’s representative if the defects of the goods cannot be detected in the course of examination through common measures and the seller knew or should have known such defects but failed to notify them to the purchaser.

(Article 44 of the Commercial Law 2005)

Nguyen Ngoc Que Anh

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