CHAPTER 20 CONTRACTS FOR WAREHOUSING

Article 381 A warehousing contract refers to a contract whereby the safekeeping party keeps in store the goods handed over by the storing party, while the storing party pays the warehousing fee.

Article 382 A warehousing contract comes into effect at the time of its establishment.

Article 383 Where inflammable, explosive, poisonous, corrosive, radioactive and other dangerous or perishable articles are to be kept in store, the storing party shall indicate the character of the goods and provide relevant documents and materials thereof.

Where a storing party violates the provisions of the preceding paragraph, the safekeeping party may refuse to receive the goods, or may take appropriate measures to avoid losses. The cost consequently incurred shall be borne by the storing party.

The safekeeping party shall have appropriate safekeeping facilities for the storage of inflammable, explosive, poisonous, corrosive, radioactive and other dangerous articles.

Article 384 The safekeeping party shall inspect, before letting in, the warehousing goods in conformity with the terms of the contract. A safekeeping party discovering in the inspection that the goods are not in conformity with the terms of the contract shall, inform the storing party of the case promptly. After the inspection and acceptance by the safekeeping party, the safekeeping party shall be liable for damages if it is discovered that the category, quantity or quality of the warehousing goods are not in conformity with the terms of the contract.

Article 385 Upon handing over the goods by the storing party, the safekeeping party shall issue a warehouse voucher.

Article 386 The safekeeping party shall sign on the warehouse voucher or affix a seal on it. A warehouse voucher shall contain the following items:

(1) title or name and domicile of the storing party;

(2) category, quantity, quality, package, number of pieces and marks of the warehousing goods;

(3) standards of spoilage of the warehousing goods;

(4) place of storage;

(5) time period of storage;

(6) warehousing fee;

(7) where the warehousing goods have been insured, the amount and time period of the insurance and the title of the insurance company; and

(8) name of the person who issues the warehouse voucher, the place and the date of issuance.

Article 387 A warehouse voucher is the certificate for claiming the warehousing goods. The right to claim the warehousing goods may be transferred when the warehouse voucher is endorsed by the storing party or the person who holds the warehouse voucher, and signed or affixed with a seal by the safekeeping party.

Article 388 At the request of the storing party or the person who holds the warehouse voucher, the safekeeping party shall permit the person to check the warehousing goods or take samples.

Article 389 In the event that the safekeeping party discovers that the warehousing goods are deteriorated or otherwise damaged, the said party shall inform the storing party or the holder of the warehouse voucher of the case promptly.

Article 390 In the event that the safekeeping party discovers that the letting in warehousing goods are deteriorated or otherwise damaged, thus endangering the safety and the normal storage of other warehousing goods, the said party shall notify and urge the storing party or the holder of the warehouse voucher to make necessary disposal. In case of emergency, the safekeeping party may make the necessary disposal, but shall inform the storing party or the holder of the warehouse voucher of the case promptly afterwards.

Article 391 Where there is no agreement in the contract between the parties as to the time period of the storage or such agreement is unclear, the storing party or the person who holds the warehouse voucher may claim and get back the warehousing goods at any time, the safekeeping party may also at any time request the storing party to claim the warehousing goods, provided that a time period necessary for preparation shall be given.

Article 392 When the storage time period expires, the storing party or the holder of the warehouse voucher shall claim and get back the warehousing goods. Where the storing party or the holder of the warehouse voucher fails to claim the goods on time, additional warehouse fee shall be paid. Where the goods are claimed before the time period expires, the warehouse storage fee shall not be reduced.

Article 393 Where the storing party or the holder of the warehouse voucher does not claim the warehoused goods when the time period expires, the safekeeping party may urge the holder to claim the goods within a reasonable time period. After this additional time period expires, the safekeeping party may have the goods deposited.

Article 394 If, during the time period of storage, the warehousing goods are damaged, destroyed or lost due to improper storage by the safekeeping party, the safekeeping party shall be liable for damages. Where the warehousing goods are perished or damaged due to inconformity of the character of the warehousing goods or of the packing with the terms of the contract, or the fact that the goods exceed the valid storage period, the safekeeping party shall not be liable.

Article 395 Matters not addressed in this Chapter shall apply, the relevant provisions governing storage contracts.

Article 396 A commission contract refers to a contract whereby the principal and the agent agree that the agent shall handle the maters of the principal.

Article 397 A principal may specially entrust an agent to handle one or several items of matters, or generally entrust the agent to handle all matters.

Article 398 The principal shall pay the expenses for handling the entrusted matters in advance. In case that the agent has prepaid the necessary expenses for handling the entrusted matters, the principal shall reimburse the expenses and the interest thereof.

Article 399 The agent shall handle the entrusted matters according to the instruction of the principal. Where the instruction of the principal need to be modified, consent of the principal shall be obtained; in case of such emergency that it is difficult to contact the principal, the agent shall handle the entrusted matters properly and report to the principal the case promptly afterwards.

Article 400 The agent shall handle the entrusted matters himself/herself. With the consent of the principal, the agent may sub- entrust the matter. If the sub-entrustment has obtained consent, the principal may directly give instructions to the sub-entrusted third party, and the agent shall be liable only for the selection of the third party and his own instructions to the third party. If the sub- entrustment has not obtained the consent, the agent shall be liable for the third party's acts, except that in an emergency the sub-entrustment is necessary for the protection of the interests of the principal.

Article 401 The agent shall report the handling of the entrusted matters according to the requirements of the principal. The agent shall report the result of the entrusted matters when the commission contract is terminated.

Article 402 If within the scope of the power delegated by the principal, the agent, in his/her own name, concludes a contract with a third party, and the third party knows the proxy relationship between the agent and principal at the time of concluding the contract, the contract shall directly bind the principal and the third party, unless there are conclusive evidences to prove that the said contract only binds the agent and the third party.

Article 403 When an agent concludes a contract in his/her own name with a third party, and the third party does not know the proxy relationship between the agent and principal, and if the agent does not perform the obligation in respect of the principal due to causes of the third party, the agent shall disclose the third party to the principal. The principal hence may exercise the agent's rights against the third party, except that the third party will not conclude the contract with the agent if he knows the principal at the time of concluding the contract.

If the agent does not perform the obligations in respect of the third party due to causes of the principal, the agent shall disclose the principal to the third party. The third party hence may choose the agent or the principal as the counterpart to claim its rights, but the third party may not change the chosen counterpart.

Where the principal exercise the agent's rights against the third party, the third party may claim its demur in respect of the agent against the principal. Where the third party chooses the principal as its counterpart, the principal may claim its demur in respect of the agent as well as the demur of the agent in respect of the third party against the third party.

Article 404 The agent shall hand over to the principal the property obtained from handling the entrusted matters.

Article 405 When the agent has finished the entrusted matters, the principal shall pay remuneration to it. If, due to causes not attributable to the agent, the commission contract is rescinded or the entrusted matters cannot be finished, the principal shall pay the agent corresponding remuneration. If otherwise agreed upon in the contract, the terms of the contract shall be applied.

Article 406 In respect of a non-gratuitous commission contract, where the principal suffers from losses due to the fault of the agent, the principal may claim compensation for the losses. In respect of a gratuitous commission contract, where the principal suffers from losses due to the deliberate intention or gross fault of the agent, the principal may claim compensation for the losses.

Where the agent is ultra vires and causes losses to the principal, the agent shall compensate for the losses.

Article 407 If, in handling the entrusted matters, the agent suffers from losses due to causes not attributable to its own, the agent may request the principal to compensate for the losses.

Article 408 With the consent of the agent, the principal may entrust a third party other than the agent to handle the entrusted matters. In respect of losses thus incurred to the agent, the agent may request the principal to compensate for the losses.

Article 409 Where two or more agents jointly handle the entrusted matters, they shall assume joint and several liabilities to the principal.

Article 410 The principal or agent may rescind the commission contract at any time. The party who causes losses to the other party Due to the rescission of the commission contract shall, compensate for the losses, except for causes not attributable to the said party.

Article 411 A commission contract shall be terminated when the decease of the principal or agent occurs, or the principal or agent loses civil capacity of conduct or goes into bankrupcy, except as otherwise agreed upon by the parties in the contract or except that it is inappropriate to terminate the contract according to the characters of the entrusted matters.

Article 412 If the termination of a commission contract due to the principal's decease, loss of civil capacity of conduct or bankruptcy will harm the principal's interests, the agent shall continue to handle the entrusted matters before the principal's heir, statutory agent or liquidation group take over these matters.

Article 413 If a commission contract is terminated due to the agent's decease, loss of civil capacity of conduct or bankruptcy, the agent's heir, statutory agent or liquidation group shall notify the principal promptly. If the termination of the commission contract will harm the principal's interests, the agent's heir, statutory agent or liquidation group shall take necessary measures before the principal makes appropriate arrangements in dealing with the situation.