Unofficial translaction
TITLE V: NON-EXECUTION AND RESPONSABILITY
CHAPTER I: GENERAL PROVISIONS
ARTICLE 281-Any party to a contract of commercial sale is entitled to petition for its
termination before the competent judge for total or partial non-execution of the obligations of
the other party.
However,theseriousness of the conduct of one party to thecontractof commercial sale may
justify that the other party unilaterally terminate it at his ownrisk. The severity of the motive of
termination shall be weighed by the competent court at the request of the most diligent party.
Irrespective of the seriousness of the conduct, the party who invokes it may be required to
comply with a notice period before notifying its unilateral decision to the other party. Absent
adequate notice, the author of the termination shall be liable even if the court admits the merits
of the termination.
The party that imposes or obtains the termination of the contract may seek further damages in
compensation of the loss suffered and the loss of profit stemming immediately and directly
from the non-execution.
CHAPTER II: NON-EXECUTION OF THE OBLIGATIONS OF THE SELLER
ARTICLE282–Where theseller doesnotseemto execute his obligations to deliver the goods
within the prescribed time limit due to inadequate capability
ofmanufacturingoramaladjustmentof his production resources, the buyer may obtain from the
competent court ruling expeditiously the
authorizationtodifferexecutionofhisobligationofpayment. Such authorization may include the
obligation to escrow part or the entire price.
ARTICLE283–Where the buyerinvokes, withinthetime limits set in article 258and259of this
uniform Act, a lack of conformity of the goods delivered, the seller has the optionto impose, at
his sole expense and without delay, to the buyer the replacement of the defective goods by
goods that are fit for the purpose.
Furthermore, the buyer may agree with the seller on an additional time limit for the
replacement, at the sole expense of the seller, of defective goods with goods that are fit for the
purpose.
Before the end of this new time limit, the buyer may not invoke the non-execution of the
obligations of the seller and, if the seller performs his obligations within that period, the buyer
cannot claim damages.
OHADA / Uniform Act / Unofficial Translations
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