英文合同法案例分析

B (a distributor) purchased from A (a manufacturer of chemical products) in Mar. 2010 twenty tons of chemical products. A delivered the goods to B in due manner and no onsite inspection was carried out upon the delivery. B resold the goods to

C (the end-user) in Dec. 2010. Then in Jun. 2011, the end-user declared that the goods are defective with its quality and returned the goods to B. Then B filed a suit against A and claimed for return of the goods and refund of the payment of the price. Please advise whether A shall be liable for the defective goods and therefore, shall take back the goods and repay the price. (Please answer in English.)

According to Article 157 and Article 158 of Contract law of the People's Republic of China, when the buyer receives the subject matter, the buyer shall examine it within the agreed inspection period. If there is no agreed inspection period, it shall be timely tested. If the parties agree on the inspection period, the buyer shall notify the seller of the quantity or quality of the subject matter within the period of inspection. If the buyer is indolent to notify the seller thereof, the subject matter shall be deemed in conformity with the agreed quantity or quality. If the parties fail to stipulate the inspection period, the buyer shall notify the seller within a reasonable period of time when the quantity or quality of the subject matter found to be inconsistent with the stipulations. If the

buyer fails to notify the seller within two years from the date of receiving the goods or within a reasonable period of time, the subject matter shall be deemed in conformity with the agreed quantity or quality. But if there is a quality guarantee period for the subject matter, it shall apply to the quality guarantee period and shall not apply to the provisions of the two years.

If B and A stipulated the inspection period, because B was indolent to examine the subject matter and notify the seller, the subject matter shall be deemed in conformity with the agreed quantity or quality and A shall not be liable for the defective goods.

If B and A failed to stipulate the inspection period, although the time was within two years from the date of receiving the goods, the time was not within a reasonable period and B had sold the goods to C, A shall not be liable for the defective goods and take back the goods and repay the price.