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(Banco de la Nación). When no date has been fixed for the running of interest, interest will begin to run from the time that a judicial demand is made for the payment of the amount which is due. In the absence of express stipulation a commercial loan will be presumed not to earn interest. It becomes important then to provide for this by express stipulation in the contract. When the parties have agreed that a certain loan shall earn interest, but have failed to specify the date from which this is to run, the date will be that in which a judicial demand is made for the payment of the amount due. In all cases where by operation of law interest must be paid, the legal rate will be the current rate charged by the national bank.

Argentine law does not set a limit with respect to the interest rate which the parties by express stipulation may fix. However, there was a case in which the court held that 240 percent interest per annum could not be charged, on the ground that it was excessive and contrary to public policy.

PRESCRIPTION (STATUTE OF LIMITATIONS)

Prescription of actions in commercial matters is treated in title XIV of book II of the Code of Commerce. Whenever a particular action is not mentioned in this title and is not covered by one of the general provisions of the Civil Code, the action is prescribed in 10 years. The following actions are specified in title XIV and are prescribed at the expiration of the periods indicated:

Four years.-Debts for goods sold proved by accepted accounts, beginning from the acceptance or presumed acceptance of the account; interest on capital lent, counting from the date upon which the loan should have been repaid; and actions to rescind juridical commercial acts, unless a shorter period is specified in some cases.

Three years.-Actions arising out of partnership agreements or transactions between partners or out of the dissolution of the partnership. Actions arising out of instruments drawn to bearer or susceptible of indorsement (except bank notes), dating from the maturity of the obligation; but prescription is complete in any case after 4 years has elapsed from the date of issue or acceptance of the instrument; and this provision is without prejudice to anything appearing in the special law of negotiable instruments to the contrary.

Two years.-Actions for merchandise sold on credit without a written memorandum. Actions on bottomry bonds or maritime mortgages. Actions by brokers for brokerage fees. Actions by creditors. to rescind a composition agreement on the ground of fraud by the debtor, running from the time when the fraud is discovered.

One year.-Actions on a contract of affreightment and certain other maritime causes. Actions for loss of cargo, 1 year in ocean shipments and 6 months in inland traffic.

SALES

Under Argentine law a sale may be commercial or noncommercial. If the former, it will be ruled by the provisions of the Code of Commerce. If the latter, it will be ruled by the provisions of the Civil Code. Consequently, whether a sale is commercial or noncommercial becomes an important question in order to determine under which

rules of law it is to be governed. Articles 450 to 477, included in title IV of book II of the Code of Commerce, specifically deal with commercial sales. Articles 1357 (1323) to 1467 (1433) of the Civil Code govern noncommercial sales or civil sales, as these are commonly called. As indicated before, questions may be presented in connection with a commercial sale to which the rules of the Civil Code governing civil sales are applied, because of the absence of provisions in the Code of Commerce offering a solution for them.

According to the provisions of the Code of Commerce, a commercial sale takes place whenever personal property is acquired for a valuable consideration, which is called the price, by a person who intends to resell it or lease it at a profit whether in the same form in which it was originally acquired or in a different one of less or greater value. The resale of the particular personal property thus acquired is regarded also as a commercial sale.

Sales of real property will ordinarily be considered to be civil sales (noncommercial) and will be ruled by the provisions of the Civil Code. However, it has been held that a sale of a business in which real property, which is part of the business, is included is a commercial sale. Accordingly, the sale of a factory was held to be a commercial sale of the kind which will be ruled by the provisions of the Code of Commerce.

Under article 452 of the Code of Commerce sales made by farmers of the products which they raise on their farms will be considered to be civil sales. It follows that when a farmer sells any of the products of his farm to a consumer, be it fruits, crops, or cattle, etc., the sale will be regarded as civil. However, when a farmer sells his products to a person who is acquiring them for the purpose of reselling in order to make a profit, such a sale would be commercial to the party buying, even though it may not be commercial to the party selling, but if such would be the case the sale in question would be ruled by the provisions of the Code of Commerce under article 7 of that code, which provides that commercial law will be applied when the issues of a lawsuit devolve upon an act which is commercial to one or more of the parties involved, even though it may be noncommercial to one or more of the other parties to the particular transaction. A similar situation arises when a merchant sells to a consumer. The sale will be regarded as commercial and will be ruled by the provisions of the Code of Commerce embodying the principles of commercial law, because it was commercial to one party, namely, the merchant who was reselling in order to make a profit of what he acquired to fulfill the purpose in question.

PRICE

When goods have been delivered without their price having been fixed in the contract of sale it will be presumed that the parties agreed that the price should be the current one for similar goods at the place of delivery on the day in which such delivery was made. In the absence of express stipulation, if there should have been different quotations of prices on the particular day at the place in which delivery was made for similar goods or merchandise, the average price will be paid. The fixation of the price may be left to the judgment of a third party. However, if he should decline to undertake such a duty in the absence of express stipulation the contract of sale will be rendered of no effect.

DELIVERY, INSPECTION, AND REMEDIES OF PARTIES

DELIVERY

In the absence of express stipulation delivery charges will be borne by the seller up to the time at which the goods, measured and weighed, are placed at the disposal of the buyer. From this time on other expenses incurred will be for the account of the buyer.

În the absence of express stipulation the delivery of the goods sold should be made at the place where the particular goods were situated at the time of their sale. Delivery may be actual or constructive. It may be made by the transfer of the documents of title or in any other manner authorized by the commercial usages of the place in which it is to be made.

Effective delivery takes place when the buyer to whom goods are to be forwarded has not designated a place in which delivery is to be made nor appointed a person to receive them for him, and the goods are consigned to the proper address of his domicile. When goods are remitted to a comisionista who is to deliver them to a third party on the payment of a price, no effective delivery takes place until such is made according to instructions.

In the absence of proof to the contrary, as there might be in cases of mistake, fraud, or deceit, constructive delivery takes place in the following cases: (a) Delivery of the keys of the warehouse, shop, or chest in which the particular merchandise sold is located; (b) the fact of the buyer placing his mark on the goods bought in the presence of the seller or with his consent; (c) the delivery or receipt of the invoice without immediate objection on the part of the buyer; (d) the clause "for account ", inserted in the bill of lading, not being objected to by the buyer within 24 hours, or by the second mail; (e) any declaration or entry made at any public office in favor of the buyer in accordance with agreement.

When no time has been stipulated for delivery, the seller is bound to place at the disposal of the buyer the particular goods sold within the next 24 hours from the making of the contract. If no time was stipulated for the payment of the price, the buyer has 10 days in which to pay, but he cannot demand delivery unless he is ready to pay the price at the time when such is to take place.

From the time that the seller places the goods sold at the disposal of the buyer, and the latter expresses his satisfaction as to their quality, the obligation arises to pay for them in cash or according to the terms stipulated. If after this time the particular goods sold should remain in the possession of the seller, the status of the latter with respect to them will be that of a mere depositary or bailee. The seller thus constituted a bailee is responsible for the preservation of the goods, the provisions of the law of bailments being applicable to him in this role. As bailee the seller has a preference over the particular goods sold as against any other creditors of the buyer for any unpaid obligations arising from the particular sale.

INSPECTION

When a sale is made of goods which may not be determined by a certain standard quality known in trade and the buyer has not seen or examined them at the time the sale was made, in the absence of

express stipulation, it will be presumed that the buyer has reserved the right to examine them at a later date, at which time, if the goods should prove to be unsatisfactory, the buyer may freely rescind the contract. If the buyer should fail to examine the goods within 3 days after the seller requests that the goods be examined, the contract may be rescinded by the seller. The foregoing applies also to other sales in which by express stipulation the buyer has reserved the right to test the particular goods bought.

REMEDIES

When a sale is made on samples or if it should devolve upon goods of a standard quality known in trade, the buyer may not refuse to receive such goods if these should conform to the particular samples or if they should be of the standard quality contracted for. In case of dispute, these issues will be decided by experts. If the goods should conform to samples, or if they should be found to be of the quality contracted for, they will be left for the account of the buyer, otherwise the contract may be rescinded by the buyer, who can then in addition recover such damages as are proper.

In a sale of goods which have not been examined by the buyer and which are to be remitted to him by the seller it will be always understood that such is made subject to a resultory condition under which it may be rescinded by the buyer if the goods should not be of the quality contracted for.

The seller may demand that a total inspection as to quantity and quality of the goods sold be made by the buyer at the time of delivery. When such inspection takes place no claim, based on these grounds, may be filed later. However, when the seller does not make such a demand, the buyer within the next 3 days following the delivery may file a claim based on any insufficiency in quantity or defect in quality of the goods sold. In order to succeed, the buyer must show that the insufficiency in quantity or defect in quality existed at the time of delivery and that it did not occur later while the goods were in his possession through fortuitous causes or through fraud.

Defects in quality which could not have possibly been detected on inspection made at the time of delivery will be for the account of the seller. Claims may be filed for such defects during a period the fixation of which lies within the discretion of the proper court, but which may never exceed 6 months from the day of delivery. After this period elapses, the seller is free from all responsibility in this respect. In the absence of express stipulation vices or defects in quality attributed to goods sold will be determined by experts.

After a sale has been perfected, if the seller should dispose of the goods sold by a subsequent sale, or by any other means, he will be compelled to deliver to the buyer exactly the same amount of the particular goods bought, and if this is not possible he will then be bound to pay the corresponding damages.

In the absence of express stipulation moneys advanced in the course of the negotiations of a sale will be considered as part payment of the purchase price. If the contract should be rescinded these moneys may not be kept unless there was an express stipulation authorizing it.

When the seller should not have delivered the goods sold within the stipulated time or within the time provided by law, the buyer has the option of rescinding the contract, of demanding its specific performance with the corresponding damages arising from the delay, or of obtaining an authorization from the proper court to purchase in the market an equal quantity of similar goods for the account of the seller. Argentine writers assert that a proper court will be bound to comply with such a petition, as the law is clear and specific in giving the buyer the remedy in question. However, when delivery has not been made due to the fact that the particular goods in question may have perished or undergone deterioration through unforeseen circumstances, the seller not being at fault, all responsibility on the part of the latter ceases and the contract becomes rescinded ipso facto, the buyer being entitled to recover the price in case this was paid.

When goods of various kinds and bearing different prices have been bought under one contract and delivery is to be made of all of them at one time, the buyer may not be compelled to receive only a portion of them under the promise that the remaining part will be delivered at a later date. However, should the buyer agree to receive a portion of the goods so contracted for, a sale becomes consummate as regards the delivered portion, the buyer retaining the remedies hereinbefore discussed with respect to those portions which remain still undelivered.

When for one price two or more things have been sold of which one may not be sold and the buyer knows it, the sale in its totality will be of no effect whatsoever; but if the buyer should not know of this, he has the option of having the contract rescinded, recovering the corresponding damages, or he may demand the specific performance of that part of the contract which may be performed, being entitled to a reduction in price accordingly.

If the buyer should return the goods bought and the seller should accept them, or if on receiving them against his will he should not deposit them with the proper court for the account of the buyer, notifying the buyer of such a step, it will be presumed that the seller has consented to the rescission of the contract.

GENERAL CONSIDERATIONS

In a mercantile contract calling for the shipment of goods from one country to another, it is advisable to insert a clause fixing the place and the time for the inspection of the goods. This clause should also fix a period within which any claim arising in this connection should be made.

A problem is presented when the importer has no one in the country of the exporter qualified to pass upon the quantity and quality of the goods. Unless there is absolute confidence between the parties, justifying the exporter in allowing inspection on the arrival of the goods and before actual payment, the importer in most cases either pays or accepts a draft before the goods are turned over to him, and it is then that he has an opportunity to inspect them. This practice is satisfactory to the exporter, but it may prove unsatisfactory to the importer who has paid to find in some cases that the goods do not conform to specifications. Then, again, it may prove to be incon

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