Corporate Counsel Team: Huaicheng lawyers
Edit | July
作者 | 槐城律师 郑俊灿
Jung Jun-chan
Liaoning Huaicheng Law Firm
Corporate Legal Counsel Government Legal Services
Civil Litigation Contract Disputes
Whoever consumes, who is the consumer, this is a broad understanding of the word consumer.
Both natural and legal persons engage in consumer behavior, so it is not a big deal to think of a company as a consumer in life.
However, the name in life is not the same as the name in law.
Legally speaking, when a term is used to define the subject of a legal act, it is usually accompanied by rights and obligations.
If a company is defined as a consumer, it should have the rights and interests of a consumer.
1
There is a problem with the company's purchase
Ask for a refund of one and pay three
On December 16, 2014, Jia and Beijing XX Company respectively signed three "Beijing Furniture Sales Contracts", stipulating that Beijing XX Company purchased furniture with a brand of XX from Jia.
In the first contract, the subject amount was 690,000 yuan, and the goods purchased by a certain company were: 1 set of bookcases with specifications of 1×2 meters and fabric of red acid branches, with a unit price of 120,000 yuan, 2 sets of bookcases with specifications of 1.1×2.1 meters and fabric of red acid branches, with a unit price of 140,000 yuan, 4 sets of circle chairs with red acid branches, with a unit price of 50,000 yuan, 1 set of Nanguan hat chairs with red acid branches, with a unit price of 45,000 yuan, and 1 set of circle chairs with a fabric of Huang Jinnan, with a unit price of 45,000 yuan.
In the second contract, the subject amount is 2.485 million yuan, and the goods purchased by a company are: 1 set of sofas with 11 sets of specifications and fabric of red acid branches, with a unit price of 900,000 yuan, 3 sets of boss tables with specifications of 1.8 meters and red acid branches, with a unit price of 250,000 yuan, 1 set of boss tables with specifications of 2.2 meters and fabric of red acid branches, with a unit price of 350,000 yuan, and specifications of 1×2 meters. 2 sets of bookcases made of red sour branches, with a unit price of 120,000 yuan, 1 set of circle chairs made of golden nan, with a unit price of 45,000 yuan, and 1 set of sofa chairs made of red sour branches, with a unit price of 200,000 yuan.
In the third contract, the subject amount is 60,000 yuan, and the goods purchased by a company are: 1 set of five drawer cabinets made of golden silk nanmu, with a unit price of 60,000 yuan.
The above three contracts all stipulate that the quality standard is that each piece of furniture should be accompanied by a "Furniture Instruction Manual" that meets the requirements of GB5296.6, which meets the implementation standards specified in the "Furniture Instruction Manual" and is not lower than the same quality as the sample.
After the contract was signed, Jia sent the goods to a company in Beijing.
From the signing of the contract to February 6, 2016, a company in Beijing paid for the goods one after another, but still owed 1.925 million yuan and did not pay to Jia.
Later, in order to ask for money, Jia sued a company in Beijing to the court.
A company in Beijing argued that the goods received had quality problems such as cracking and deformation within 3 months, which belonged to Jia's breach of contract first, so it did not pay the price of the goods, and filed a counterclaim demanding that Jia pay 3 times the price of the goods.
The court entrusts an appraisal agency to conduct an appraisal.
Conclusion (1): Regarding the identification of the moisture content of the subject matter, after spot checks, it does not meet the requirements of GB/T 3324-2008 "General Technical Conditions for Wood Furniture" and the "Instruction Manual" in Data 9 - Instruction Manual, which should be greater than or equal to 8% and less than or equal to 12%.
But at the same time, it is pointed out that the reason for the cracking of solid wood furniture is related to the moisture content of the wood when it leaves the factory, the moisture content in the process of use, and the environmental humidity in the process of use.
Conclusion (2): With regard to the analysis of the material of the subject matter of the appraisal, there are 2 sets of circle chairs made of golden nannan, and the material is inconsistent with the contract; the five-drawer cabinet made of golden silk nanmu is made of nanmu, and the local splicing board has gold wire, and the material is inconsistent with the contract; and the materials agreed in the other furniture contracts are consistent with the inspection results.
The court ruled that Beijing XX Company paid Jia 1.835 million yuan for the goods and interest losses, returned the furniture made of materials that did not conform to the agreement, and rejected other claims of Jia and Beijing XX.
A certain company in Beijing appealed, and the court of second instance upheld the judgment.
2
The Company does not have the status of a consumer
Punitive damages cannot be claimed
During the trial, the court concluded that the focus of the dispute in this case was as follows:
First, whether a company in Beijing should pay for the goods to Jia and compensate for economic losses;
second, whether a company in Beijing had the right to terminate the contract involved in the case and require Jia to return the goods for a refund;
Third, whether a company in Beijing can require Jia to pay three times the compensation and liquidated damages.
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1. On whether a company in Beijing should pay for the goods to Jia and compensate for economic losses.
The Beijing Furniture Sales Contract is the true intention of both parties, does not violate the mandatory provisions of laws and administrative regulations, is legal and valid, and both parties shall exercise their rights and perform their obligations in accordance with the contract.
After the contract was signed, Jia delivered the goods, and Beijing XX Company should pay the corresponding payment.
2. On whether a company in Beijing has the right to terminate the contract involved in the case and request Jia to return the goods for a refund.
For the two sets of circle chairs, the court of first instance ordered them to be returned due to the inconsistency between the materials and the agreement, and neither party objected in the second instance.
A certain company in Beijing requested to terminate the contract and return the goods for refund for the other goods involved in the case.
A company in Beijing appealed, asserting that the goods involved in the case were found to have quality problems such as cracking, deformation, fading, and nail repair 3 or 4 months after delivery, but did not provide evidence to prove that it had raised quality objections to Jia before the lawsuit was filed in this case, and that it had been using the goods involved in the case.
According to the appraisal opinion issued by the appraisal authority, the appraisal agency could not determine the moisture content of the subject matter of the appraisal when it left the factory, and could not determine the specific cause of the cracking of the subject matter of the appraisal, and pointed out that the use environment of the subject matter of the appraisal was dry and the humidity was too low.
Therefore, there is no evidence to prove that there are quality problems in the goods involved in other cases.
Based on the above circumstances, there is no evidence to prove that Jia X has a fundamental breach of contract that caused Beijing XX Company to be unable to achieve the purpose of the contract, and Beijing XX Company requested a statutory termination of the contract, which lacked factual and legal basis.
3. On whether a company in Beijing can require Jia to pay 3 times the compensation and liquidated damages.
With regard to the section on the three-fold compensation claimed by a company in Beijing, Article 2 of the Law on the Protection of Consumer Rights and Interests clearly stipulates that the legal relationship it regulates is the kind of living consumption relationship that requires the purchase and use of goods or the receipt of services for daily consumption.
Enterprises, public institutions, and other organizations may also sign relevant contracts with business operators for the purchase or use of goods or services, but they do not have the needs of living consumption.
In addition, they are generally not in a disadvantaged position with self-employed persons in terms of transaction experience, trading ability, bargaining position, etc., as natural persons.
In other words, it is not the weaker in the consumer relationship.
Therefore, from the dual perspectives of legislative interpretation and judicial interpretation, enterprises, public institutions and other organizations that purchase goods or receive services for the purpose of consumption do not have the status of consumers under the Consumer Rights Protection Law.
Legal provisions other than the Consumer Rights Protection Act shall apply, and no special protection shall be required through the Consumer Rights Protection Act.
With regard to the appeal request for payment of liquidated damages by Beijing XX Company, there was no corresponding provision in the contract involved in the case, and this claim of Beijing XX Company had no basis in law and was not supported.
3
Huaicheng lawyer suggested
Based on practical experience, Huaicheng lawyers provide the following suggestions for your reference:
1. As a commodity purchaser, it is recommended that when selecting the purchased goods, the seller should be required to provide relevant appraisal reports and provide commitment guarantees for relevant quality issues.
2. In the sales contract, the terms of product quality breach of contract, contract termination, and instructions for the use of goods are clarified, and relevant after-sales matters are agreed.
3. As the seller of goods, it is recommended that the buyer be required to sign and confirm each delivery document, which should contain the name of the goods, quantity, price, receipt time, confirmation and inspection and other basic contents.
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Applicable Law:
Law of the People's Republic of China on the Protection of Consumer Rights and Interests
Article 2: Consumers' rights and interests in purchasing or using goods or receiving services for daily consumption are protected by this Law;
Case Source:
Beijing No. 2 Intermediate People's Court, Jia v. Beijing XX Company, Case of Sales Contract Dispute, (2018) Jing 02 Min Zhong No. 7119 Civil Judgment.
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