brunnolou/swiss-code-of-obligations huggingface dataset:
Division One: General Provisions
Title Five: Assignment of Claims and Assumption of Debt
B. Assumption of debt
V. Assignment of assets or a business with assets and liabilities

Art. 181

1 A person to whom assets or a business with assets and liabilities are assigned automatically becomes liable to the creditors of the debts encumbering such assets or business on notification of the assignment to the creditors by him or by publication in official journals.

2 However, the previous debtor remains jointly and severally liable with the new debtor for three years, commencing on the date of notification or publication in the case of claims already due and on the maturity date in the case of claims falling due subsequently.[66](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e3928) 

3 In other respects, an assumption of debt of this kind has the same effect as the assumption of an individual debt.

4 The takeover by assignment of assets or businesses of commercial enterprises, cooperatives, associations, foundations or sole proprietorships registered in the commercial register is governed by the provisions of the Mergers Act of 3 October 2003[67](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e3949).[68](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e3958) 

[66](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e3928) Amended by Annex No 2 to the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 ([AS **2004** 2617](eli/oc/2004/320/en);[BBl **2000** 4337](eli/fga/2000/921/en)).

[67](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e3949)[SR **221.301**](eli/cc/2004/320/en) 

[68](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e3958) Inserted by Annex No 2 to the Mergers Act of 3 Oct. 2003 ([AS **2004** 2617](eli/oc/2004/320/en);[BBl **2000** 4337](eli/fga/2000/921/en)). Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)).
Division One: General Provisions
Title Five: Assignment of Claims and Assumption of Debt
B. Assumption of debt
VI. ...

Art. 18269

[69](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e3994) Repealed by Annex No 2 to the Mergers Act of 3 Oct. 2003, with effect from 1 July 2004 ([AS **2004** 2617](eli/oc/2004/320/en);[BBl **2000** 4337](eli/fga/2000/921/en)).
Division One: General Provisions
Title Five: Assignment of Claims and Assumption of Debt
B. Assumption of debt
VII. In relation to division of estate and land purchase

Art. 183

The special provisions governing assumption of debt when dividing estates or disposing of pledged immovable property are unaffected.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section One: General Provisions
A. Rights and obligations of the parties in general

Art. 184

1 A contract of sale is a contract whereby the seller undertakes to deliver the item sold and transfer ownership of it to the buyer in return for the sale price, which the buyer undertakes to pay to the seller.

2 Unless otherwise provided by agreement or custom, the seller and the buyer are obliged to discharge their obligations simultaneously quid pro quo.

3 The price is deemed sufficiently determined where it can be determined from the circumstances.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section One: General Provisions
B. Benefits and risks

Art. 185

1 The benefit and risk of the object pass to the buyer on conclusion of the contract, except where otherwise agreed or dictated by special circumstance.

2 Where the object sold is defined only in generic terms, the seller must select the particular item to be delivered and, if it is to be shipped, must hand it over for dispatch.

3 In a contract subject to a condition precedent, benefit and risk of the object do not pass to the buyer until the condition has been fulfilled.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section One: General Provisions
C. Reservation of cantonal law

Art. 186

Cantonal law may limit or exclude the right to bring claims in connection with retail sales of alcoholic beverages, including hotel bills.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
A. Object

Art. 187

1 Any sale in which the object is not land, property or a right in rem entered in the land register is a chattel sale.

2 Where constituent parts of land, such as crops, architectural salvage materials or quarry products, are separated therefrom for transfer to the acquirer, their sale constitutes a chattel sale.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
I. Transfer
1. Transfer costs

Art. 188

Unless otherwise provided by agreement or custom, the seller bears the costs of transfer and in particular those of measuring and weighing, while the buyer bears those of documentation and receipt.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
I. Transfer
2. Transport costs

Art. 189

1 Unless otherwise provided by agreement or custom, if the object sold must be transported to a place other than the place of performance, the buyer bears the costs of such transport.

2 The seller is presumed to have borne the transport costs where free delivery has been agreed.

3 Where delivery free of shipping costs and duties has been agreed, the seller is deemed to have assumed the export, transit and import duties payable during transport but not the consumer tax levied on receipt of the object.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
I. Transfer
3. Delivery default
a. Withdrawal from commercial transactions

Art. 190

1 Where in commercial transactions the contract specifies a time limit for delivery and the seller is in default, the presumption is that the buyer will forego delivery and claim damages for non-performance.

2 However, if the buyer prefers to demand delivery, he must inform the seller without delay on expiry of the time limit.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
I. Transfer
3. Delivery default
b. Liability for and computation of damages

Art. 191

1 A seller who fails to discharge his contractual obligation is liable for the resultant damage to the buyer.

2 The buyer in a commercial transaction is entitled to compensation of the difference between the sale price and the price he has paid in good faith to replace the object that was not delivered to him.

3 In the case of goods with a market or stock exchange price, the buyer need not buy the replacement object but is entitled to claim as damages the difference between the contractual sale price and the market price at the time of performance.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
II. Warranty of title
1. Warranty obligation

Art. 192

1 The seller is obliged to transfer the purchased goods to the buyer free from any rights enforceable by third parties against the buyer that already exist at the time the contract is concluded.

2 Where on conclusion of the contract the buyer was aware of the existence of such rights, the seller is not bound unless by any express warranty given.

3 Any agreement to exclude or limit the warranty obligation is void if the seller has intentionally omitted to mention the right of a third party.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
II. Warranty of title
2. Procedure
a. Third-party notice

Art. 19370

1 The requirements for and effects of the third-party notice are governed by the CPC[71](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e4187).

2 In the event of failure to serve the third-party notice for reasons not attributable to the seller, he is released from his warranty obligation to the extent that he can prove that the outcome would have been more favourable had the third-party notice been served promptly.

[70](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4167) Amended by Annex 1 No II 5 of the Civil Procedure Code of 19 Dec. 2008, in force since 1 Jan. 2011 ([AS **2010** 1739](eli/oc/2010/262/en);[BBl **2006** 7221](eli/fga/2006/914/en)).

[71](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4187) [SR **272**](eli/cc/2010/262/en)
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
II. Warranty of title
2. Procedure
b. Surrender of object without court decision

Art. 194

1 The seller remains subject to the warranty obligation even if the buyer has in good faith acknowledged the right of a third party without waiting for a court decision or if he has agreed to submit to arbitration, provided that the seller was warned of the arbitration proceedings in good time but declined an invitation to engage therein.

2 The same applies if the buyer proves that he was compelled to surrender the object.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
II. Warranty of title
3. Rights of the buyer
a. Full dispossession

Art. 195

1 In the case of full dispossession, the contract of sale is deemed terminated and the buyer has the right to claim:

1.

 restitution of the price paid, with interest, less the value of any fruits the buyer has obtained or neglected to obtain from the object and other benefits derived therefrom;

2.

 reimbursement of his expenditures on the object, to the extent this cannot be obtained from the third party with the superior right;

3.

 reimbursement of all judicial and extra-judicial costs arising from the proceedings, apart from those he would have avoided by serving third-party notice on the seller;

4.

 compensation for all other damage directly caused by the dispossession.

2 The seller is also obliged to make good any further loss suffered by the buyer unless the seller can prove that he is not at fault.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
II. Warranty of title
3. Rights of the buyer
b. Partial dispossession

Art. 196

1 Where the buyer is dispossessed of only part of the purchased object or it is encumbered with a charge in rem for which the seller is guarantor, the buyer may not seek termination of the contract of sale but may only claim damages for being thus dispossessed.

2 However, where in the circumstances there is cause to presume that he would not have entered into the contract if he had foreseen such a partial dispossession, he has the right to request its termination.

3 In this case, he must return to the seller that part of the item of which he has not been dispossessed together with the benefits he obtained from it in the interim.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
II. Warranty of title
3. Rights of the buyer
c. Objects of cultural heritage

Art. 196a72

In the case of objects of cultural heritage within the meaning of Article 2 paragraph 1 of the Cultural Property Transfer Act of 20 June 2003[73](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e4281), actions for breach of warranty of title prescribe one year after the buyer discovered the defect of title but in any event 30 years after the contract was concluded.

[72](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4262) Inserted by Art. 32 No 2 of the Cultural Property Transfer Act of 20 June 2003, in force since 1 June 2005 ([AS **2005** 1869](eli/oc/2005/317/en);[BBl **2002** 535](eli/fga/2002/93/en)).

[73](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4281) [SR **444.1**](eli/cc/2005/317/en)
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
III. Warranty of quality and fitness
1. Object of the warranty
a. In general

Art. 197

1The seller is liable to the buyer for any breach of warranty of quality and for any defects that would materially or legally negate or substantially reduce the value of the object or its fitness for the designated purpose.

2 He is liable even if he was not aware of the defects.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
III. Warranty of quality and fitness
1. Object of the warranty
b. In livestock trading

Art. 198

There is no warranty obligation in sales of livestock (horses, donkeys, mules, cattle, sheep, goats or pigs) unless the seller has given express warranty in writing to the buyer or has intentionally misled the buyer.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
III. Warranty of quality and fitness
2. Exclusion of warranty

Art. 199

Any agreement to exclude or limit the warranty obligation is void if the seller has fraudulently concealed the failure to comply with warranty from the buyer.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
III. Warranty of quality and fitness
3. Defects known to the buyer

Art. 200

1 The seller is not liable for defects known to the buyer at the time of purchase.

2 He is not liable for defects that any normally attentive buyer should have discovered unless he assured the buyer that they do not exist.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
III. Warranty of quality and fitness
4. Notice of defects
a. In general

Art. 201

1 The buyer must inspect the condition of the purchased object as soon as feasible in the normal course of business and, if he discovers defects for which the seller is liable under warranty, must notify him without delay.

2 Should he fail to do so, the purchased object is deemed accepted except in the case of defects that would not be revealed by the customary inspection.

3 Where such defects come to light subsequently, the seller must be notified immediately, failing which the object will be deemed accepted even in respect of such defects.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
III. Warranty of quality and fitness
4. Notice of defects
b. In livestock trading

Art. 202

1 Where in a sale of livestock a written assurance includes no time limit and does not warrant that an animal is pregnant, the seller is not liable to the buyer unless a defect is discovered and notified within nine days of delivery or of the notice of default in taking delivery and an application is made to the competent authority within the same time limit to have the animal examined by experts.

2 The court evaluates the experts’ report at its discretion.

3 In other respects the procedure is governed by regulations enacted by the Federal Council.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
III. Warranty of quality and fitness
5. Intentional deceit

Art. 203

Where the seller has wilfully misled the buyer, liability for breach of warranty is not limited by any failure on the buyer’s part to give prompt notice of defects.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
III. Warranty of quality and fitness
6. Remote sale and purchase

Art. 204

1 A buyer who complains that an object sent from another place is defective is obliged to place it in temporary storage, provided the seller has no representative in the place in which it was received, and cannot simply return it to the seller.

2 The buyer is obliged to have the condition of the object duly and promptly witnessed, failing which he will bear the burden of proving that the alleged defects already existed when he took receipt of the object.

3 Where there is a risk that the object will rapidly deteriorate, the buyer has the right and, should the interests of the seller so require, the obligation to arrange its sale with the assistance of the competent authority of the place where the object is located, but must notify the seller of such sale as soon as possible to avoid rendering himself liable in damages.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
III. Warranty of quality and fitness
7. Types of action
a. Rescission or reduction

Art. 205

1 In claims for breach of warranty of quality and fitness, the buyer may sue either to rescind the contract of sale for breach of warranty or to have the sale price reduced by way of compensation for the decrease in the object’s value.

2 Even where the buyer has brought action for rescission the court is free to order a reduction in the price of the object if it does not consider rescission justified by the circumstances.

3 If the decrease in the object’s value is equal to the sale price, the buyer may only sue for rescission.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
III. Warranty of quality and fitness
7. Types of action
b. Substitute performance

Art. 206

1 Where the contract of sale is for delivery of a specified quantity of fungibles, the buyer may choose to bring action either for rescission or for a reduction in the sale price or to request other acceptable goods of the same kind.

2 Where the purchased objects have not been sent from another place, the seller may discharge his obligation to the buyer by immediately delivering acceptable items of the same kind and making good any damage the buyer has suffered.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
III. Warranty of quality and fitness
7. Types of action
c. Rescission when the object is destroyed

Art. 207

1 Action for rescission of the contract of sale may be brought if the object has been destroyed as a result of its defects or by accident.

2 In such cases the buyer must return only that which remains of the object.

3 If the object is destroyed through the fault of the buyer or has been sold on or transformed by him, his only claim is for compensation for the decrease in value.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
III. Warranty of quality and fitness
8. Rescission of the contract of sale
a. In general

Art. 208

1 In the event of rescission of the contract of sale the buyer must return the object to the seller together with any benefits derived from it in the interim.

2 The seller must reimburse to the buyer the sale price paid together with interest and, in accordance with the provisions governing full dispossession, compensation for litigation costs, expenses and the damage incurred by the buyer as a result of the delivery of defective goods.

3 The seller is obliged to compensate the buyer for any further damage unless he can prove that no fault is attributable to him.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
III. Warranty of quality and fitness
8. Rescission of the contract of sale
b. For sales of batches or sets of objects

Art. 209

1 Where the sale involves a batch or set of objects of which only some are defective, action for rescission may be brought only in respect of the defective items.

2 However, where the defective items cannot be separated from the unflawed items without substantial prejudice to the buyer or the seller, rescission of the contract of sale must extend to the entire batch or set.

3 Rescission in respect of the main sale object necessarily involves rescission in respect of all accessory objects even if they are priced separately, whereas rescission in respect of accessory objects does not extend to the main object.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
B. Seller’s obligations
III. Warranty of quality and fitness
9. Prescription

Art. 21074

1 An action for breach of warranty of quality and fitness prescribes two years after delivery of the object to the buyer, even if he does not discover the defects until later, unless the seller has assumed liability under warranty for a longer period.

2 The period amounts to five years where defects in an object that has been incorporated in an immovable work in a manner consistent with its nature and purpose have caused the work to be defective.

3 In the case of cultural property within the meaning of Article 2 paragraph 1 of the Cultural Property Transfer Act of 20 June 2003[75](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e4511), actions for breach of warranty of quality and fitness prescribe one year after the buyer discovered the defect but in any event 30 years after the contract was concluded.

4 An agreement to reduce the prescriptive period is null and void if:

a.

 the prescriptive period is reduced to less than two years, or less than one year in the case of second-hand goods;

b.

 the object is intended to be used by the buyer or his or her family; and

c.

 the seller is acting in the course of his or her professional or commercial activities.

5 The defence of defective goods remains available to the buyer provided he has notified the seller within the prescriptive period.

6 The seller may not invoke the prescriptive period if it is proved that he wilfully misled the buyer. The foregoing does not apply to the 30-year period under paragraph 3.

[74](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4483) Amended by No I of the FA of 16 March 2012 (Prescription of Guarantee Claims. Extension and Coordination), in force since 1 Jan. 2013 ([AS **2012** 5415](eli/oc/2012/621/en);[BBl **2011** 2889 ](eli/fga/2011/424/en)[3903](eli/fga/2011/597/en)).

[75](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4511) [SR **444.1**](eli/cc/2005/317/en)
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
C. Obligations of the buyer
I. Payment of the sale price and acceptance of the object

Art. 211

1 The buyer has an obligation to pay the price in accordance with the terms of the contract and to accept the sale object provided it is offered to him by the seller as contractually agreed.

2 Unless otherwise provided by agreement or custom, such acceptance must take place immediately.
Division Two: Types of Contractual Relationship
Title Six: Sale and Exchange
Section Two: The Chattel Sale
C. Obligations of the buyer
II. Fixing the price

Art. 212

1 Where the buyer places a firm order without indicating the sale price, the price is presumed to be the average current market price at the place of performance.

2 Where the price is based on the weight of the goods, the weight of the packaging (tare) is deducted.

3 The foregoing does not apply to special commercial customs whereby the gross weight of certain resale merchandise is reduced by a set amount or percentage or the price is based on the gross weight including packaging.