In their. The obligation o n u se of the registered [ T he obligation on us e o f the r egistered [ The H F F would be auctioned of f t o the h i gh est bidder, with a universal ser vi c e obligation a n d a continued State guarante e o n the b o nd s. T he HFF woul d be auctioned off to the highest bidder, with a unive rs al se rvi ce obligation an d a cont in ued State guarantee on the bonds.
She was pleased to note that Australia had welcomed the Committee's General. Vous commencez en disan t: You start b y sayin g: Presentation and IAS 1 Presentation of Financial Statements require an entity to classify puttable financial instruments and. Presentation and IAS 1 Presentation of Financial Statements require an entity to classify puttable financial instruments and instruments, or.
In its reply to a letter sent pursuant to Article 11 of Regulation No 17 THE stated that the requirement to submit 'a current customer list' had not been enforced as it had not supplied nor been asked to supply such a customer list Enache-Brown et A. Enache-Brown and A. Fried, "Universal Crime,. Provisions are reviewed regularly and are adjusted where necessary to reflect the current. As consideration for th i s obligation , the o w ne r is entitled [ As consider at ion f or thi s obligation, the ow ner i s entitled [ The right.
The right of [ Re al] and th e obligation o f the [Ref er ence Shareholders] [ Members of the Working Group had also been given copies of a report by Amnesty International, dated. The Special Rapporteur would like to. Pour d'autres exemples relatifs aux aspects sociaux dans le [ Clarifying the facilitative natur e o f the r o le o f the A s se mbly of First Nation s [ L ' obligation d e c onsulter: Obligation On the N e T. When the examination is completed, those RO which are needed for [ OBligation On th e N eT.
De plus, [ Employers' and employees' associations have the right to apply for a declaratory judgment as to whether an employer is in compliance with the standard employment contract as defined in Article a. A canton issuing a standard employment contract pursuant to Article a must forward a copy to the competent federal office 2. Provisions from which no derogation is permissible to the detriment of the employer or the employee. A contract for work and services is a contract whereby the contractor undertakes to carry out work and the customer undertakes to pay him for that work.
The rights accruing to the customer in respect of defects in the work are forfeited if he is at fault for such defects due to having given instructions concerning performance of the work that were contrary to the express warnings of the contractor or for any other reason. However, the period amounts to five years where defects in a movable object that has been incorporated in an immovable work in a manner consistent with its nature and purpose have caused the work to be defective. Where the price was not fixed in advance or fixed only as an approximate amount, it is determined according to the value of the work carried out and the expenses incurred by the contractor.
The customer may withdraw from the contract at any time before the work is completed provided he pays for work already done and indemnifies the contractor in full. A publishing contract is a contract whereby the originator - the author of a literary or artistic work or his legal successor - undertakes to entrust the work to a publisher, who undertakes to reproduce and distribute it. Unless otherwise agreed with the publisher, the originator retains the exclusive right to commission a translation of the work. An agency contract is deemed to have been accepted where it has not been declined immediately and relates to business which is conducted by the agent by official appointment or on a professional basis or for which he has publicly offered his services.
If it is anticipated that the principal will become permanently incapable of judgement, the agent must notify the adult protection authority at the principal's domicile if such notification appears appropriate in order to safeguard the interests concerned. Actions taken by the agent before he became aware of the termination of the agency contract are binding on the principal or his heir as if the contract had still been in force. The agent must not accept any payment from the principal before the day period has expired.
Any advance waiver of this right is invalid. In addition, the provisions on the consequences of revocation Art. Where excessive remuneration or expenses have been agreed, the principal may apply to the court to reduce these to an appropriate amount. The principal may not plead as defence against the agent the fact that the payee did not have personal capacity to enter into the contract.
The principal ceases to be liable for the obligation where the agent has on his own authority granted the payee an extension of the term of payment or has neglected to proceed against him as instructed by the principal. The legal relationship between the principal and the third party granted a loan is subject to the provisions governing the legal relationship between the surety and the principal debtor.
Where the amount of remuneration is not stipulated, the parties are deemed to have agreed a fee determined by the tariff of fees, where such exists, and otherwise by custom. Where the broker acts in the interests of a third party in breach of the contract or procures a promise of remuneration from such party in circumstances tantamount to bad faith, he forfeits his right to a fee and to any reimbursement of expenses. Where an excessive fee has been agreed for identifying an opportunity to enter into or facilitating the conclusion of an individual employment contract or a purchase of land or buildings, on application by the debtor the court may reduce the fee to an appropriate amount.
The cantons reserve the right to enact special regulations governing stockbrokers, official brokers and employment agencies. The provisions governing del credere, prohibition of competition and termination of contracts for good cause may not be excluded to the detriment of the agent.
The agent thereby acquires an inalienable entitlement to adequate special remuneration. Where such a prohibition has been agreed, on termination of the contract the agent has an inalienable entitlement to adequate special remuneration. In particular, he must furnish the agent with the necessary documentation. Unless otherwise provided by agreement or custom, the commission falls due at the end of the calendar half-year in which the transaction was concluded, whereas in insurance business the commission falls due when the first annual premium has been paid. The agent may not waive this right in advance.
Any agreement to the contrary is void. Any agreement of a shorter notice period must be done in writing. However, the parties may agree a longer notice period or a different termination date. By the time the agency relationship ends, each contracting party must return to the other everything received from him or from third parties for his account during the relationship. The contracting parties' rights of lien are unaffected. Any person who conducts the business of another without authorisation is obliged to do so in accordance with his best interests and presumed intention.
Where the agent's actions are subsequently approved by the principal, the provisions governing agency become applicable. The commission agent has a special lien in respect of the goods on commission and the sale proceeds.
Where the commission agent is permitted to act for his own account and he notifies the principal that the instruction has been executed without naming another person as buyer or seller, the presumption is that he himself has assumed the obligations of the buyer or seller. The commission agent is not permitted to act as buyer or seller if the principal has withdrawn his instruction and the notice of withdrawal reached the commission agent before he dispatched the notice of execution.
A forwarding agent or carrier who in return for payment undertakes to carry or forward goods for the consignor's account but in his own name is regarded as a commission agent but is subject to the provisions governing contracts of carriage in relation to the forwarding of the goods. When exercising the rights conferred on him with regard to the handling of the goods, the carrier must safeguard the interests of their owner to the best of his ability and is liable in damages for any fault on his part.
The carrier is liable for all accidents and errors occurring during the carriage of goods, regardless of whether he transports them to the final destination or sub-contracts the task to another carrier, subject to right of recourse against the sub-contractor to whom goods are entrusted. A forwarding agent who uses a state transport facility in order to perform obligations under a contract of carriage may not deny liability on grounds of insufficient right of recourse where right of recourse was forfeited through his own fault.
By means of a payment instruction, the recipient of the instruction agent is authorised to transfer money, securities or other fungibles for the account of the party issuing the instruction principal to the payee and the payee is authorised to receive them in his own name. Where the agent refuses to make the payment called for by the payee or declares in advance that he will not make it, the payee must notify the principal immediately in order to avoid liability in damages. The bailed chattel is returned at the risk and expense of the bailor at the same place where it was to be kept.
Where several bailees have jointly received a chattel in bailment, they are jointly and severally liable. Where two or more persons, with a view to protecting their rights, deposit an object whose legal status is disputed or uncertain in bailment with a third party official receiver , the latter may return it only with the consent of the interested parties or as directed by the court. A future or conditional obligation may be guaranteed by means of a contract of surety provided that the primary obligation takes effect.
The same applies to any person who stands surety for performance of an obligation that is time-barred for the principal debtor. Where the liability under surety does not exceed the sum of 2, francs, it is sufficient for the surety to indicate the amount for which he is liable and the existence of joint and several liability, if any, in his own hand in the surety bond itself. Where the principal obligation is assumed by a third party such that the debtor is released, the contract of surety is extinguished unless the surety has consented in writing to such assumption.
The parties may agree in writing to limit the surety's liability to that portion of the principal obligation that is satisfied first. Where a composition agreement has been concluded, the surety may be sued for the remitted portion of the principal obligation immediately on the entry into force of the composition agreement. However, a co-surety may refuse to pay more than his share where debt enforcement proceedings have not been commenced against all other jointly and severally liable co-sureties who entered into the contract of surety before him or at the same time and who may be sued for the obligation in Switzerland.
He has the same right if his co-sureties have paid their share or furnished real security. Unless otherwise agreed, a co-surety who has paid his share has a right of recourse against other jointly and severally liable co-sureties to the extent that each of them has not yet paid his share.
This right may be exercised before recourse against the principal debtor. In this last case the court may also, on grounds of equity, simply adjudicate that the surety's liability be reduced by an appropriate amount. However, unless otherwise agreed, a surety who pays such amount has a right of recourse against the others for their respective shares. In all cases where the surety is a natural person, the amount decreases in at least the same proportion as the obligation. Suretyship for obligations that are not binding on the principal debtor owing to error or incapacity to make a contract or for time-barred obligations is reserved.
Claims for restitution of the over-paid amount are unaffected. The creditor must also release to him the liens and other securities furnished when the contract of surety was concluded or subsequently obtained from the principal debtor for the specific purpose of securing the claim under surety or must take the requisite measures to facilitate their transfer. This does not apply to liens and rights of pledge held by the creditor in relation to other claims where they take precedence over those of the surety.
He may demand the return of sums already paid and seek compensation for any further damage incurred. Where several persons stand surety for an obligation, the creditor is obliged to accept even a part payment, provided it at least equals the share of the surety offering payment. In this event the liability of all other jointly and severally liable co-sureties is decreased by the amount of his share.
However, the surety has no right of recourse against the principal debtor until the obligation falls due. The creditor must inform the surety of the status of the principal obligation on request. He must inform the surety of the bankruptcy or debt restructuring moratorium as soon as he himself learns of it.
The surety may require that the principal debtor furnish security and demand his release from liability once the principal obligation falls due:.
The surety may exercise these as soon as the obligation falls due. If on paying only part of the debt the surety is subrogated to only part of a lien, the part remaining with the creditor takes precedence over that of the surety. However, if he has assumed liability for a time-barred obligation at the behest of the principal debtor, the latter is liable to him pursuant to the provisions governing agency.
This does not apply to contracts of surety in favour of the Confederation or its public institutions or in favour of a canton for the performance of public law obligations such as customs duties, taxes and the like, and for freight charges, or to contracts of surety for the performance of official and civil service obligations and for periodic, recurrent obligations.
However, the written declaration is valid only if done no earlier than one year before the contract expires. However, the surety has a right of recourse against the principal debtor even before the principal obligation becomes payable. Contracts of surety for the performance of official and civil service obligations may no longer be revoked once the official or civil service relationship has come into being.
Games of chance in casinos give rise to claims where they take place in a casino licensed by the competent authority. The provisions of this Code governing life annuity contracts do not apply to life annuity contracts subject to the Federal Act of 2 April 1 on Insurance Policies, with the exception of the provision governing withdrawal of annuity entitlements.
A beneficiary who transfers land to the other party retains a statutory lien on the property as security for his claims in the same manner as a seller. Each partner is obliged to share with his fellow partners any profit which by nature belongs to the partnership. No partner may carry out transactions for his own benefit which thwart or obstruct the purpose of the partnership. See also the Transitional provisions for this Title at the end of this Code. Where a partnership does not operate a commercial business, it does not exist as a general partnership until it has itself entered in the commercial register.
The partnership must be registered in the commercial register for the place where its seat is located. The only details concerning arrangements for representation that are admissible for entry in the commercial register are those which limit it to one partner or specified partners or which provide for representation of the partnership by one partner acting jointly with other partners or with persons vested with a registered power of attorney.
Unless otherwise agreed, the interest rate is four per cent. Without the consent of the other partners, no partner may engage in the line of business in which the partnership operates either for his own account or for third parties or participate in another business as a partner with unlimited liability, a limited partner or a member of a limited liability company.
Unless the commercial register contains an entry to the contrary, bona fide third parties may safely assume that any partner has authority to represent the partnership. The court's order must be entered in the commercial register. A registered attorney or commercial agent may be appointed to manage the business of the partnership as a whole only with the consent of all partners authorised to represent the partnership, but such appointment may be revoked as against third parties by any one of them.
This does not apply to a partner's liability under a joint and several contract of surety concluded in favour of the partnership. In other respects, the provisions governing simple partnerships apply to dissolution except where otherwise provided in this Title. Where the partners agreed prior to dissolution that, notwithstanding the withdrawal of one or more partners, the partnership will be continued by the remaining partners, it ceases to exist only for those that leave; in other respects it continues with all existing rights and obligations.
Where there is good cause for the dissolution of the partnership that pertains chiefly to the person of one or more partners, at the request of all the other partners the court may rule that the partner or partners in question be excluded from the partnership and that their shares of the partnership's assets be allocated to them.
Where a partner is declared bankrupt or a creditor who has attached the share in the proceeds of liquidation of a partner indebted to him requests that the partnership be dissolved, the other partners may exclude the partner in question and allocate his share of the partnership's assets to him. The departure of a partner and the continuation of the partnership's affairs by one of the partners must be entered in the commercial register. Following its dissolution, the partnership is liquidated in accordance with the following provisions, unless the partners have agreed on an alternative approach or the partnership's assets are subject to insolvency proceedings.
On completion of the liquidation, the liquidators apply to have the partnership's business name deleted from the commercial register. By contrast, for partners who have left the partnership, the five-year limitation period is replaced by the two-year limitation period in accordance with the principles governing assumption of debt; the same applies in the event that a third party takes over the partnership's business with all its assets and liabilities. An interruption of the limitation period as against an ongoing partnership or another partner does not interrupt the limitation period as against a departing partner.
Where a limited partnership does not operate a commercial business, it does not exist as a limited partnership until it has itself entered in the commercial register. The partnership is represented by its general partner or partners in accordance with the rules governing general partnerships.
A partner with unlimited liability may be sued for a partnership debt only if the partnership has been dissolved or debt enforcement proceedings have been brought against it without success. A limited partner conducting business on behalf of the partnership without stating expressly that he is acting as its registered attorney or commercial agent is liable to bona fide third parties for obligations resulting from such business as if he were a general partner. Where the partnership has engaged in business prior to being entered in the commercial register, a limited partner is liable to bona fide third parties for obligations resulting from such business as if he were a general partner unless he can prove that the third parties were aware of the limits to his liability.
Article 64 applies. Where the partnership's assets are insufficient to satisfy the partnership's creditors, the latter are entitled to seek satisfaction for the entire remainder of their claims from the personal assets of each individual general partner in competition with that partner's personal creditors. In the event of the bankruptcy of a limited partner, neither the partnership's creditors nor the partnership itself have preferential rights over his personal creditors.
However, the partnership is not dissolved by the death of a limited partner or his being made subject to a general deputyship. This amendment has been taken into account throughout the Code. Shares issued as uncertificated securities in accordance with the Uncertificated Securities Act of 3 October 1 are either registered or bearer shares. The company may decide that even shares issued in large numbers must bear a handwritten signature. This does not apply to the issue of new shares to replace cancelled shares.
In order to be binding, provisions on the following matters must be included in the articles of association:. Relating specifically to contributions in kind, acquisitions in kind, special privileges 1. Provisions on acquisitions in kind may also be annulled if the company makes a final decision not to make the acquisition in kind.
BBl II A licensed auditor verifies the incorporation report and confirms in writing that it is complete and accurate. Such authorised capital may not exceed one-half of the existing share capital. In so doing it enacts the necessary provisions where these are not already laid down in the resolution of the general meeting. Where the law requires an issue prospectus, the subscription form also refers to this. In particular, the takeover of companies, parts of companies or equity interests and employee share ownership are deemed to be good cause.
The cancellation of the subscription right must not result in any improper advantage or disadvantage to the parties involved. Unless the law provides otherwise, capital contributions must be made in accordance with the provisions governing the establishment of the company. If more than six months have elapsed since the accounting cut-off date, audited interim accounts are required. The notary must cite each of the documents supporting the capital increase individually and confirm that they were presented to the board of directors.
It amends the articles of association as necessary. The board of directors applies for the amendment to the articles of association to be entered in the commercial register within three months of the end of the financial year and files the public deed and the audit confirmation.
In other respects they are of equal status with the ordinary shares. These participation certificates are issued against a capital contribution, have a nominal value and do not confer voting rights. Their attention must be drawn to this in the notice relating to the meeting. The articles of association may grant participation certificate holders the right to have a representative on the board of directors.
The articles of association must indicate the number of dividend rights certificates issued and the nature of the associated rights. However, a decision to waive some or all rights under dividend rights certificates is binding only if taken by the holders of a majority of all such certificates in circulation. The company's own shares that exceed the threshold of 10 per cent of the share capital must be sold or cancelled by means of a capital reduction within two years.
Unless the articles of association provide otherwise, the share of the profits and the proceeds of liquidation are calculated in proportion to the amounts paid up on the share capital. The names of such associates need not be given. In other respects the provisions governing information on remuneration and credit to members of the board of directors, executive board and board of advisors apply mutatis mutandis. Where the articles of association provide for a lower percentage threshold for registered shares Art.
The revaluation amount is stated separately as a revaluation reserve. The reserve for the company's own shares may be written back in the amount of any sold or destroyed shares valued at cost. The revaluation reserve may be written back only by means of conversion into share capital, fresh write-down or disposal of the revalued assets.
In particular, the articles of association may provide for reserves earmarked for the foundation and funding of welfare schemes for the company's employees. Dividends, interest before commencement of operations and shares of profits paid to board members. The articles of association must stipulate the latest time by which payment of such interest must cease. Shares of the profit may be paid to members of the board of directors only out of the disposable profit and only after the allocation to the legal reserve has been made and a dividend of 5 per cent or a higher percentage laid down by the articles of association has been paid to the shareholders.
Where the forfeited shares have already been issued and cannot be physically obtained, such declaration of forfeiture is published in the Swiss Official Gazette of Commerce and in the form envisaged by the articles of association. The shareholder may be declared in forfeit of his rights in respect of the share subscription or required to pay the contractual penalty only if he fails to make the required payment within such grace period. In this case the grace period commences on receipt of the call for payment. Claims for damages are reserved. The costs of the valuation are borne by the company.
Where listed registered shares are sold on a stock exchange, the selling bank must without delay notify the company of the name of the seller and the number of shares sold. Where listed registered shares are acquired off-exchange, the attendant rights pass to the acquirer as soon as he has submitted a request for recognition as shareholder to the company.
The acquirer is not restricted in his exercise of any other shareholder rights, in particular subscription rights. The corresponding shares are deemed to be unrepresented at the general meeting. Where the company fails to refuse the request for recognition within 20 days, the shareholder is deemed to have been recognised. It must be kept in such a manner that it can be accessed at any time in Switzerland. After hearing the parties involved the company may delete entries in the share register that resulted from false information supplied by the acquirer.
Vocabulaire anglais-français à l'intention des apprenants avancés — Wikilivres
The latter must be informed of the deletion immediately. Interim certificates made out to the bearer issued before the full nominal value is paid up are void. The transfer of such interim certificates is subject to the provisions governing the transfer of registered shares. The board of directors may direct that some other form of proof of possession be given.
Where the company proposes a member of its governing bodies or some other associate of the company to the shareholders to represent their voting rights at a general meeting, it must simultaneously designate an independent person who may be entrusted by the shareholders with the task of representing them. Failure to disclose such information renders the resolutions of the general meeting subject to challenge on the same conditions as apply to unauthorised participation in the general meeting. If he fails to do so even though a shareholder has requested it, any shareholder may challenge the resolutions of the general meeting by bringing action against the company.
However, the articles of association may impose restrictions on the number of votes cast by holders of multiple shares. The nominal value of these other shares must not exceed ten times the nominal value of the voting shares. Voting right take effect as soon as the amount determined by law or the articles of association is paid up. Any shareholder may request that a copy of these reports be sent to him without delay. It may be refused where providing it would jeopardise the company's trade secrets or other interests warranting protection. The court defines the scope of the audit based on the application.
In cases of doubt, the court decides. He submits his report to the court. Where justified by special circumstances, it may order the applicants to bear some or all of the costs. The company shall designate the custodian where the bearer shares are held or recorded in the main register; the custodian must be in Switzerland. Notice to a financial intermediary and obligation of the financial intermediary to provide information. It also contains the nationality and date of birth of the bearer shareholders.
If they give notice at a later date, they may exercise the property rights arising from that date. Shareholders together representing shares with a nominal value of 1 million francs may demand that an item be placed on the agenda. Meetings are convened and items placed on the agenda by written request, including details of agenda items and motions. This amendment has been made throughout the Code. The members of the board of directors are entitled to participate in the general meeting.
They may table motions. Unless otherwise provided by law or the articles of association, the general meeting passes resolutions and conducts elections by an absolute majority of the voting rights represented. The resolution of the general meeting on the conversion of bearer shares into registered shares may be passed by a majority of votes cast.
The articles of association must not impede the conversion. However, the term of office must not exceed six years. The latter need not be a member of the board of directors. The chairman has a casting vote, unless the articles of association provide otherwise. The grounds for the nullity of resolutions by the general meeting apply mutatis mutandis to resolutions by the board of directors.
Any member of the board of directors may request that the chairman convene a meeting without delay, but must state the reasons for his request. It must ensure appropriate reporting to its members. On request, the board of directors issues information in writing concerning the organisation of the business management to shareholders and company creditors with a demonstrable interest warranting protection.
Unless the articles of association or the organisational regulations stipulate otherwise, every member has authority to represent the company. This person must be a member of the board of directors or an executive officer. They must have access to the share register and to the register under Article l , unless this register is kept by a financial intermediary. If the company is represented in the conclusion of a contract by the person with whom it is concluding the contract, the contract must be done in writing. This requirement does not apply to contract relating to everyday business where the value of the company's goods or services does not exceed 1, francs.
The persons with authority to represent the company must sign by appending their signature to the business name of the company. The board of directors must apply to have the persons with authority to represent the company entered in the commercial register and submit an authenticated copy of the relevant resolution. They must enter their own signatures in person at the commercial registry or submit these in a duly authenticated form.
The company is liable for any loss or damage caused by unauthorised acts carried out in the exercise of his company function by a person with authority to represent the company or manage its business. On application by the board of directors or by a creditor it may grant a stay of insolvency proceedings where there is a prospect of financial restructuring; in this case the court orders measures to preserve the company's assets.
It defines the duties of the administrative receiver. Navigation The federal Council. Search Search. The Code of Obligations. Title One: In general A. Conclusion of the contract I. Mutual expression of intent 1. Offer and acceptance 1. Offer without time limit a. Implied acceptance Where the particular nature of the transaction or the circumstances are such that express acceptance cannot reasonably be expected, the contract is deemed to have been concluded if the offer is not rejected within a reasonable time.
Form of contracts I. Formal requirements and significance in general 1 The validity of a contract is not subject to compliance with any particular form unless a particular form is prescribed by law. Written form 1. Form required by law a. Scope Where the law requires that a contract be done in writing, the requirement also applies to any amendment to the contract with the exception of supplementary collateral clauses that do not conflict with the original document. Mark in lieu of signature Subject to the provisions relating to bills of exchange, any person unable to sign may make a duly certified mark by hand or give a certified declaration in lieu of a signature.
Cause of obligation An acknowledgment of debt is valid even if it does not state the cause of the obligation. Terms of the contract I. Defect in consent I. Error 1. Effect A party labouring under a fundamental error when entering into a contract is not bound by that contract. Incorrect intermediation Where an offer to enter into a contract or the acceptance of that offer has been incorrectly communicated by a messenger or other intermediary, the provisions governing error apply mutatis mutandis.
Duress 1. Agency I. With authorisation 1. In general a. Authority arising from a transaction a. Effect of death, incapacity, etc. Without authority 1. Reservation of special provisions The special provisions governing the authority of agents and governing bodies of companies and partnerships and of registered and other authorised agents are unaffected. Revocation in door-to-door sales and similar contracts I. General principle A customer may revoke his offer to enter into a contract or his acceptance of such an offer if the transaction was proposed: Exceptions The customer has no right of revocation: Revocation 1.
Conditions of liability A. General principles I. Special cases 1. Homicide and personal injury a. Satisfaction In cases of homicide or personal injury, the court may award the victim of personal injury or the dependants of the deceased an appropriate sum by way of satisfaction. Multiple liable parties 1. Liability for animals I.
Liability of property owners I. Requirement I. Scope of restitution I. Obligations of the unjustly enriched party There is no right of restitution where the recipient can show that he is no longer enriched at the time the claim for restitution is brought, unless he alienated the money benefits in bad faith or in the certain knowledge that he would be bound to return them. Exclusion of restitution No right to restitution exists in respect of anything given with a view to producing an unlawful or immoral outcome.
Section One: Performance by the obligor in person A. Performance by the obligor in person An obligor is not obliged to discharge his obligation in person unless so required by the obligee. Object of performance 1. Obligations involving choice of performance Where an obligation may be discharged by one of several alternative types of performance, the obligor may choose which performance to make unless otherwise stipulated under the legal relationship.
Time of performance I. Open-ended obligations Where no time of performance is stated in the contract or evident from the nature of the legal relationship, the obligation may be discharged or called in immediately. Obligations subject to time limit 1. Performance during business hours Performance of the obligation must be made and accepted during normal business hours on the date stipulated. Extension of the time limit Where the agreed time limit for performance is extended, in the absence of an agreement to the contrary, the new time limit runs from the first day following expiry of the previous time limit.
In bilateral contracts 1. Order of performance A party to a bilateral contract may not demand performance until he has discharged or offered to discharge his own obligation, unless the terms or nature of the contract allow him to do so at a later date. Payment I. Allocation 1. In the case of multiple debts a. Receipt and return of borrower's note 1. Default of obligee I.
Vocabulaire anglais-français à l'intention des apprenants avancés
Requirement The obligee is in default if he refuses without good cause to accept performance properly offered to him or to carry out such preparations as he is obliged to make and without which the obligor cannot render performance. Effect 1. On obligations relating to objects a. On other obligations Where the obligation does not relate to objects and the obligee is in default, the obligor may withdraw from the contract in accordance with the provisions governing default of the obligor.
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Performance prevented for other reasons The obligor is entitled to deposit his performance or to withdraw from the contract, as in the case of default on the part of the obligee, where performance cannot be rendered either to the obligee or to his representative for some other reason pertaining to the obligee or where through no fault of the obligor there is uncertainty as to the identity of the obligee.
Failure to perform I. Obligor's duty to compensate 1. Scope of liability and compensation 1. Default of obligor I. Default interest a. Withdrawal and damages a. Without time limit No time limit need be set: Subrogation A. Subrogation A third party who satisfies the creditor is by operation of law subrogated to his rights: Guarantee of performance by third party A person who gives an undertaking to ensure that a third party performs an obligation is liable in damages for non-performance by said third party.
Contracts conferring rights on third parties I. In the case of liability insurance Where an employer has taken out liability insurance and his employee has contributed at least half of the premiums, the employee has sole claim to the policy benefits. Extinction of accessory rights A.
Extinction by agreement No particular form is required for the extinction of a claim by agreement even where the obligation itself could not be assumed without satisfying certain formal requirements required by law or elected by the parties. Novation I. Set-off I. Requirement 1. Under surety A surety may refuse to satisfy the creditor to the extent that the principal debtor has a right of set-off. In contracts conferring rights on third parties A person who has undertaken an obligation in favour of a third party may not set off that obligation against his own claims against said party.
Exceptions The following obligations may not be discharged by set-off except with the creditor's consent: Waiver The debtor may waive his right of set-off in advance. Time limits I. Time limits 1. Ten years All claims become time-barred after ten years unless otherwise provided by federal civil law. Five years The following become time-barred after five years: Mandatory limitation periods The limitation periods laid down under this Title may not be altered by contract. Start of limitation period a. Effect on accessory claims When the principal claim becomes time-barred, so too do all claims for interest and other accessory claims.
Interruption of limitation period 1. Grounds for interruption The limitation period is interrupted: Start of new limitation period a. Limitation of liens on chattels The existence of a charge on chattels does not prevent a claim from becoming time-barred, although the fact of its becoming time-barred does not prevent the creditor from asserting his right under the charge. Assertion The court may not consider the time limits of its own accord.
Requirement A. Joint and several debtors I. Relationship between creditor and debtor 1. Effect a. Action taken by individual debtors Unless otherwise provided, a joint and several debtor must not take any action which might impair the position of his fellows. Relationship between joint and several debtors 1. Condition precedent I. Joint provisions I. Fulfilment of the condition If the condition consists of an act by one of the parties and that act need not be carried out in person, it may also be carried out by the party's heirs. Prevention in bad faith A condition is deemed fulfilled where one of the parties has prevented its fulfilment by acting in bad faith.
Inadmissible conditions Where a condition is attached with the intention of encouraging an unlawful or immoral act or omission, the conditional claim is void. Earnest and forfeit money A. Contractual penalty I. Rights of the creditor 1. Admissibility A. Assignment of claims I. Requirements 1. Voluntary assignment a. Assignment by law or court order Where legal provisions or a court judgment require a claim to be assigned to another person, the assignment is effective towards third parties without need for any particular form or even for a statement of intent by the former creditor.
Effect of assignment 1. Position of the debtor a. Payment made in good faith Where, before the assignment has been brought to his attention by the assignor or the assignee, the debtor makes payment in good faith to his former creditor or, in the case of multiple assignments, to a subsequent assignee who acquired the claim, he is validly released from his obligation.
Objections raised by the debtor 1 Any objection that could have been made to the assignor's claim may also be made to the assignee if it applied at the time the debtor first learned of the assignment. Warranty a. In the case of assignment by way of satisfaction Where a creditor has assigned his claim in payment without fixing the amount at which the claim should be credited, the assignee need credit only the amount that he actually receives from the debtor or would have been able to obtain by exercising all due diligence.
Special provisions Where the law envisages special provisions governing the assignment of claims, these are unaffected. Assumption of debt I. Contract between debt acquirer and creditor 1. Effect of change of debtor 1. In relation to division of estate and land purchase The special provisions governing assumption of debt when dividing estates or disposing of pledged immovable property are unaffected. Title Six: Rights and obligations of the parties in general A. Reservation of cantonal law Cantonal law may limit or exclude the right to bring claims in connection with retail sales of alcoholic beverages, including hotel bills.
Object A. Seller's obligations I. Transfer 1. Transfer costs Unless otherwise provided by agreement or custom, the seller bears the costs of transfer and in particular those of measuring and weighing, while the buyer bears those of documentation and receipt. Delivery default a. Warranty of title 1. Procedure a. Rights of the buyer a. Objects of cultural heritage In the case of objects of cultural heritage within the meaning of Article 2 paragraph 1 of the Cultural Property Transfer Act of 20 June 2 , actions for breach of warranty of title become time-barred one year after the buyer discovered the defect of title but in any event 30 years after the contract was concluded.
Warranty of quality and fitness 1. Object of the warranty a. In general 1 The seller is liable to the buyer for any breach of warranty of quality and for any defects that would materially or legally negate or substantially reduce the value of the object or its fitness for the designated purpose. In livestock trading There is no warranty obligation in sales of livestock horses, donkeys, mules, cattle, sheep, goats or pigs unless the seller has given express warranty in writing to the buyer or has intentionally misled the buyer.
Exclusion of warranty Any agreement to exclude or limit the warranty obligation is void if the seller has fraudulently concealed the failure to comply with warranty from the buyer. Notice of defects a. Intentional deceit Where the seller has wilfully misled the buyer, liability for breach of warranty is not limited by any failure on the buyer's part to give prompt notice of defects. Types of action a.
Rescission of the contract of sale a. Obligations of the buyer I. Buyer in default 1. Formal requirements A. A bis. Duration and priority notice Rights of pre-emption or repurchase may be agreed for a maximum duration of 25 years and rights of purchase for a maximum of 10 years, and they may be entered under priority notice in the land register. A ter. A quater.
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Rights of pre-emption I. Exercise, forfeiture A person wishing to exercise his right of pre-emption must give notice of his intention within three months to the seller or, if it is entered in the land register, to the owner. Benefits and risks Where the agreement stipulates a date on which the buyer is to take possession of the property, the presumption is that the associated benefits and risks do not pass to the buyer until that date.
Reference to chattel sale In other respects the provisions governing chattel sale apply mutatis mutandis to the sale and purchase of land. Sale by sample A. Sale on approval or inspection I. Auctions I. Binding nature of bids at auction 1. Cantonal provisions The cantons may enact other provisions governing sale at public auction within the bounds of federal law.
Reference to provisions governing purchase A. Reference to provisions governing purchase The rules governing contracts of sale also apply to contracts of exchange in the sense that each party to the exchange is treated as seller in respect of the object promised by him and as buyer in respect of the object promised to him.
Warranty A party to the exchange who is dispossessed of the object received or has returned it as defective may either claim for damages or for the return of the object that he delivered. Definition A. Personal capacity I. Establishing the gift I. Effect of acceptance A person who bestows an object on another person by way of a gift may reverse the bestowal at any time before the recipient has accepted it, even where he has effectively separated it from his assets.
Conditions and provisos I. Annulment of gifts I. Claim for return of gift Where a gift has been made from hand to hand or a promise to give has been fulfilled, the donor may revoke the gift and claim return of the object given, provided the recipient is still enriched thereby: Death of the donor Unless otherwise provided, where the donor has undertaken to make periodic payments or performance, his obligation is extinguished on his death.
Definition and scope of application I. Definition Leases are contracts in which a landlord or lessor grants a tenant or lessee the use of an object in exchange for rent.