brunnolou/swiss-code-of-obligations huggingface dataset:
Division Two: Types of Contractual Relationship
Title Fourteen: Agency without Authority
B. Position of the principal
II. Business conducted in the agent’s interests

Art. 423

1 Where agency activities were not carried out with the best interests of the principal in mind, he is nonetheless entitled to appropriate any resulting benefits.

2 The principal is obliged to compensate the agent and release him from obligations assumed only to the extent the principal is enriched.
Division Two: Types of Contractual Relationship
Title Fourteen: Agency without Authority
B. Position of the principal
III. Approval of agency activities

Art. 424

Where the agent’s actions are subsequently approved by the principal, the provisions governing mandates become applicable.
Division Two: Types of Contractual Relationship
Title Fifteen: The Commission Contract
A. Buying and selling commission
I. Definition

Art. 425

1 A buying or selling commission agent is a person who, in return for a commission, buys or sells chattels or securities in his own name but for the account of another (the principal).

2 The provisions governing mandates apply to the commission agency relationship, unless otherwise provided in this Title.
Division Two: Types of Contractual Relationship
Title Fifteen: The Commission Contract
A. Buying and selling commission
II. Obligations of the commission agent
1. Duty of notification, insurance

Art. 426

1 The commission agent must keep the principal informed and in particular must notify him immediately of the performance of the commission contract.

2 He is obliged to insure the goods on commission only where so instructed by the principal.
Division Two: Types of Contractual Relationship
Title Fifteen: The Commission Contract
A. Buying and selling commission
II. Obligations of the commission agent
2. Treatment of goods on commission

Art. 427

1 Where the goods for sale on commission are evidently defective, the commission agent must safeguard the rights of recourse against the carrier, secure evidence of the defective condition of the goods, preserve the goods where possible and notify the principal immediately.

2 If the commission agent omits to fulfil these obligations, he is liable for any damage caused by such omission.

3 Where there is a risk that the goods for sale on commission will rapidly deteriorate, the commission agent has the right and, should the interests of the principal so require, the obligation to arrange their sale with the assistance of the competent authority of the place where the goods are located.
Division Two: Types of Contractual Relationship
Title Fifteen: The Commission Contract
A. Buying and selling commission
II. Obligations of the commission agent
3. Pricing by the principal

Art. 428

1 Where the commission agent sells goods below the minimum price instructed, he is liable to the principal for the difference unless he can prove that such sale averted damage that the principal would otherwise have incurred and that he was unable to seek the principal’s instructions in the time available.

2 Furthermore, where the commission agent is at fault, he must compensate the principal for any other damage caused by the breach of contract.

3 Where the commission agent buys at a lower price or sells at a higher price than instructed by the principal, he is not permitted to retain the profit but must credit it to the principal.
Division Two: Types of Contractual Relationship
Title Fifteen: The Commission Contract
A. Buying and selling commission
II. Obligations of the commission agent
4. Advances and loans to third parties

Art. 429

1 A commission agent who makes cash advances or extends credit to a third party without the consent of the principal does so at his own risk.

2 However, where sale on credit is the customary commercial practice at the place of sale, the commission agent is entitled to sell on credit unless the principal has instructed otherwise.
Division Two: Types of Contractual Relationship
Title Fifteen: The Commission Contract
A. Buying and selling commission
II. Obligations of the commission agent
5. Del credere

Art. 430

1 Except where he extends credit without authority, the commission agent is liable for the debtor’s payment or performance of other obligations only to the extent that he has expressly assumed such liability or if this is a customary commercial practice at his place of business.

2 A commission agent who assumes liability for performance by the debtor is entitled to special remuneration (del credere commission).
Division Two: Types of Contractual Relationship
Title Fifteen: The Commission Contract
A. Buying and selling commission
III. Rights of the commission agent
1. Reimbursement of advances and expenses

Art. 431

1 The commission agent is entitled to reimbursement of all advances, expenses and other costs incurred on the principal’s behalf plus interest on all such amounts.

2 He may also claim remuneration for storage and transport costs, though not for the wages of his employees.
Division Two: Types of Contractual Relationship
Title Fifteen: The Commission Contract
A. Buying and selling commission
III. Rights of the commission agent
2. Commission
a. Entitlement

Art. 432

1 The commission agent is entitled to commission on execution of the transaction or failure to execute it for a reason attributable to the principal.

2 In the case of transactions that could not be executed for other reasons, the commission agent is entitled to remuneration for his endeavours only to the extent provided for by local custom.
Division Two: Types of Contractual Relationship
Title Fifteen: The Commission Contract
A. Buying and selling commission
III. Rights of the commission agent
2. Commission
b. Forfeiture and conversion into transaction for own account

Art. 433

1 The commission agent forfeits his right to commission if he has acted improperly towards the principal and in particular if he has secured an inflated purchase price or a deflated sale price.

2 Moreover, in both these cases the principal has the right to take action against the commission agent himself as buyer or seller.
Division Two: Types of Contractual Relationship
Title Fifteen: The Commission Contract
A. Buying and selling commission
III. Rights of the commission agent
3. Special lien

Art. 434

The commission agent has a special lien in respect of the goods on commission and the sale proceeds.
Division Two: Types of Contractual Relationship
Title Fifteen: The Commission Contract
A. Buying and selling commission
III. Rights of the commission agent
4. Sale of goods at auction

Art. 435

1 Where the goods on commission remain unsold or the order to sell is withdrawn and the principal fails to take them back or otherwise dispose of them within a reasonable time, the commission agent may apply to the competent authority at the place where the goods are located to arrange to have them sold at auction.

2 The auction may be ordered without first hearing the principal if neither he nor a representative is present at that location.

3 However, official notice must be served on the principal before the auction is held, unless the goods in question are susceptible to rapid deterioration.
Division Two: Types of Contractual Relationship
Title Fifteen: The Commission Contract
A. Buying and selling commission
III. Rights of the commission agent
5. Agent acting for his own account
a. Pricing and commission

Art. 436

1 Unless otherwise instructed by the principal, a commission agent instructed to buy or sell goods, bills of exchange or other securities with a quoted exchange or market price is entitled, in his own capacity as seller, to deliver the goods he is instructed to buy or, in his own capacity as buyer, to purchase the goods he is instructed to sell.

2 In both cases, the commission agent must account for the exchange or market price that applied at the time the instruction was executed and is entitled to both the usual commission and reimbursement of the expenses normally incurred in commission business.

3 In other respects the transaction is treated as a contract of sale.
Division Two: Types of Contractual Relationship
Title Fifteen: The Commission Contract
A. Buying and selling commission
III. Rights of the commission agent
5. Agent acting for his own account
b. Presumption of trading for own account

Art. 437

Where the commission agent is permitted to act for his own account and he notifies the principal that the instruction has been executed without naming another person as buyer or seller, the presumption is that he himself has assumed the obligations of the buyer or seller.
Division Two: Types of Contractual Relationship
Title Fifteen: The Commission Contract
A. Buying and selling commission
III. Rights of the commission agent
5. Agent acting for his own account
c. Lapse of right to trade for own account

Art. 438

The commission agent is not permitted to act as buyer or seller if the principal has withdrawn his mandate and the notice of withdrawal reached the commission agent before he dispatched the notice of execution.
Division Two: Types of Contractual Relationship
Title Fifteen: The Commission Contract
B. Forwarding contract

Art. 439

A forwarding agent or carrier who in return for payment undertakes to carry or forward goods for the consignor’s account but in his own name is regarded as a commission agent but is subject to the provisions governing contracts of carriage in relation to the forwarding of the goods.
Division Two: Types of Contractual Relationship
Title Sixteen: The Contract of Carriage
A. Definition

Art. 440

1 A carrier is a person who undertakes to transport goods in return for payment (freight charge).

2 The provisions governing mandates apply to contracts of carriage unless otherwise provided in this Title.
Division Two: Types of Contractual Relationship
Title Sixteen: The Contract of Carriage
B. Effects
I. Obligations of the carrier
1. Required information

Art. 441

1 The consignor must give the carrier precise details of the address of the consignee and the place of delivery, the number, type of packaging, weight and content of packages, the delivery date and the transport route, as well as the value of any valuable objects.

2 The consignor is liable for any detriment arising from missing or inaccurate details.
Division Two: Types of Contractual Relationship
Title Sixteen: The Contract of Carriage
B. Effects
I. Obligations of the carrier
2. Packaging

Art. 442

1 The consignor ensures that the goods are properly packaged.

2 He is liable for the consequences of defects in packaging that are not externally apparent.

3 By contrast, the carrier is liable for the consequences of defects that were externally apparent if he accepted the goods without reservation.
Division Two: Types of Contractual Relationship
Title Sixteen: The Contract of Carriage
B. Effects
I. Obligations of the carrier
3. Power of disposal over freight

Art. 443

1 While the goods are in the carrier’s possession, the consignor has the right to reclaim them against compensation for the carrier for expenses incurred and any detriment resulting from their repossession, except where:

1.

 a bill of lading has been issued by the consignor and delivered to the consignee by the carrier;

2.

 the consignor has arranged for an acknowledgement of receipt to be issued by the carrier and cannot return it;

3.

 the carrier has sent the consignee written notice that the goods have arrived and are ready for collection;

4.

 the consignee has requested delivery of the goods after they have arrived at destination.

2 In these cases the carrier is obliged to comply solely with the consignee’s instructions, although where the consignor has arranged for an acknowledgement of receipt to be issued by the carrier and the goods have not yet arrived at destination, the carrier is bound by such instructions only if the acknowledgement of receipt has been delivered to the consignee.
Division Two: Types of Contractual Relationship
Title Sixteen: The Contract of Carriage
B. Effects
II. Position of the carrier
1. Treatment of freight
a. Delivery not possible

Art. 444

1 Where the goods are rejected, the associated claims remain unpaid or the consignee cannot be contacted, the carrier must inform the consignor and in the interim place the goods in storage or deposit them with a third party at the risk and expense of the consignor.

2 If neither consignor nor consignee disposes of the goods within a reasonable period, in the same manner as a commission agent the carrier may apply to the competent authority at the place where the goods are located to arrange to have them sold in favour of the rightful beneficiary.
Division Two: Types of Contractual Relationship
Title Sixteen: The Contract of Carriage
B. Effects
II. Position of the carrier
1. Treatment of freight
b. Sale

Art. 445

1 Where the goods are likely to deteriorate rapidly or their probable value does not cover the associated costs, the carrier must without delay arrange for official confirmation of that fact and may arrange for the sale of the goods in the same manner as when delivery is not possible.

2 Where possible, the interested parties must be informed that such sale has been ordered.
Division Two: Types of Contractual Relationship
Title Sixteen: The Contract of Carriage
B. Effects
II. Position of the carrier
1. Treatment of freight
c. Liability

Art. 446

When exercising the rights conferred on him with regard to the handling of the goods, the carrier must safeguard the interests of their owner to the best of his ability and is liable in damages for any fault on his part.
Division Two: Types of Contractual Relationship
Title Sixteen: The Contract of Carriage
B. Effects
II. Position of the carrier
2. Liability of the carrier
a. Loss or destruction of the goods

Art. 447

1 If the goods are lost or destroyed, the carrier must compensate their full value unless he can prove that the loss or destruction resulted from the nature of the goods or through the fault of the consignor or the consignee or occurred as a result of instructions given by either or of circumstances which could not have been prevented even by the diligence of a prudent carrier.

2 The consignor is deemed to be at fault if he fails to inform the carrier of any especially valuable freight goods.

3 Agreements stipulating an interest in excess of the full value of the goods or an amount of compensation lower than their full value are reserved.
Division Two: Types of Contractual Relationship
Title Sixteen: The Contract of Carriage
B. Effects
II. Position of the carrier
2. Liability of the carrier
b. Delay, damage, partial destruction

Art. 448

1 Subject to the same conditions and reservations as apply to the loss or destruction of goods, the carrier is liable for any damage resulting from late delivery, damage in transit or the partial destruction of the goods.

2 Unless specifically agreed otherwise, the damages claimed may not exceed those for total loss.
Division Two: Types of Contractual Relationship
Title Sixteen: The Contract of Carriage
B. Effects
II. Position of the carrier
2. Liability of the carrier
c. Liability for sub-contractors

Art. 449

The carrier is liable for all accidents and errors occurring during the carriage of goods, regardless of whether he transports them to the final destination or sub-contracts the task to another carrier, subject to right of recourse against the sub-contractor to whom goods are entrusted.
Division Two: Types of Contractual Relationship
Title Sixteen: The Contract of Carriage
B. Effects
II. Position of the carrier
3. Duty of notification

Art. 450

The carrier must notify the consignee immediately on arrival of the goods.
Division Two: Types of Contractual Relationship
Title Sixteen: The Contract of Carriage
B. Effects
II. Position of the carrier
4. Lien

Art. 451

1 Where the consignee disputes claims attaching to the goods, he may demand delivery only if the disputed amount is deposited with the court.

2 The deposited amount replaces the goods with regard to the carrier’s lien.
Division Two: Types of Contractual Relationship
Title Sixteen: The Contract of Carriage
B. Effects
II. Position of the carrier
5. Forfeiture of liability claims

Art. 452

1 Unconditional acceptance of the goods and payment of the freight charge extinguish all claims against the carrier, except in cases of deliberate deceit or gross negligence.

2 Furthermore, the carrier remains liable for damage that is not externally apparent where such damage is discovered within the time in which, in the circumstances, the consignee was able or might reasonably be expected to inspect the goods, provided he notifies the carrier immediately on discovering such damage.

3 However, such notification must be given no later than eight days after delivery.
Division Two: Types of Contractual Relationship
Title Sixteen: The Contract of Carriage
B. Effects
II. Position of the carrier
6. Procedure

Art. 453

1 In any dispute, the competent authority at the place where the goods are located may, at the request of either party, order that the goods be deposited with a third party or, where necessary, sold after their condition has been established.

2 The sale may be forestalled by satisfying all claims allegedly attaching to the goods or by depositing the amount of such claims with the court.
Division Two: Types of Contractual Relationship
Title Sixteen: The Contract of Carriage
B. Effects
II. Position of the carrier
7. Prescription of actions for damages

Art. 454

1 Actions for damages against the carrier prescribe one year after the scheduled delivery date in the case of destruction, loss or delay and one year after the date on which the goods were delivered to the consignee in the case of damage.

2 The consignee and the consignor may always assert their claims against the carrier by way of defence, provided that objections are lodged within one year and that the claim is not extinguished by acceptance of the goods.

3 The above does not apply to cases of malice or gross negligence on the part of the carrier.
Division Two: Types of Contractual Relationship
Title Sixteen: The Contract of Carriage
C. State-owned and licensed carriers

Art. 455

1 Carriers operating under state licence are not empowered to exclude or restrict in advance the application of the provisions governing the carrier’s liability to their own benefit by means of special agreement or regulations governing their operations.

2 However, the parties may derogate contractually from said provisions to the extent permitted by this Title.

3 The special provisions governing contracts for the carriage of goods by providers of postal services, the railways and steamers are unaffected.[263](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e15207) 

[263](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e15207) Amended by Annex No II 2 of the Postal Services Act of 17 Dec. 2010, in force since 1 Oct. 2012 ([AS **2012** 4993](eli/oc/2012/585/en);[BBl **2009** 5181](eli/fga/2009/917/en)).
Division Two: Types of Contractual Relationship
Title Sixteen: The Contract of Carriage
D. Use of state transport facilities

Art. 456

1 Any carrier or forwarding agent who uses a state transport facility to perform carriage obligations he has assumed or who assists in the carriage of goods by such a facility is subject to the special provisions governing freight transport that apply to that facility.

2 However, any agreement to the contrary between the carrier or forwarding agent and the principal is unaffected.

3 This article does not apply to road hauliers.
Division Two: Types of Contractual Relationship
Title Sixteen: The Contract of Carriage
E. Liability of the forwarding agent

Art. 457

A forwarding agent who uses a state transport facility in order to perform obligations under a contract of carriage may not deny liability on grounds of insufficient right of recourse where right of recourse was forfeited through his own fault.
Division Two: Types of Contractual Relationship
Title Seventeen: Registered Power of Attorney and other Forms of Commercial Agency
A. Registered power of attorney
I. Definition and conferral

Art. 458

1 A registered attorney is a person who has been expressly or tacitly granted the authority to conduct operations and to sign per procuration on behalf of a trading, manufacturing or other commercial business by its owner.

2 The owner of the business must give notice of the granting of the power of attorney for entry in the commercial register but is bound by the actions of the registered attorney even before it is entered.

3 The granting of authority to conduct other kinds of business or transactions also requires entry of the attorney in the commercial register.
Division Two: Types of Contractual Relationship
Title Seventeen: Registered Power of Attorney and other Forms of Commercial Agency
A. Registered power of attorney
II. Scope of authority

Art. 459

1 In dealings with bona fide third parties, the registered attorney is deemed authorised to commit the owner of the business by signing bills of exchange and to carry out on his behalf all types of transaction that fall within the scope of the commercial operations and business affairs of the owner.

2 The registered attorney is not authorised to alienate or encumber immovable property unless expressly vested with such powers.
Division Two: Types of Contractual Relationship
Title Seventeen: Registered Power of Attorney and other Forms of Commercial Agency
A. Registered power of attorney
III. Restrictions

Art. 460

1 The registered power of attorney may be limited to the business affairs of a specific branch.

2 It may be conferred on two or more persons collectively (joint power of attorney) such that the signature of one attorney is not binding on the principal unless others participate in the transaction as prescribed.

3 Other limitations of authority have no legal effect on bona fide third parties.
Division Two: Types of Contractual Relationship
Title Seventeen: Registered Power of Attorney and other Forms of Commercial Agency
A. Registered power of attorney
IV. Withdrawal

Art. 461

1 Any withdrawal of the power of attorney must be entered in the commercial register, even where no entry was made of its conferral.

2 As long as such withdrawal has not been registered and published, the registered power of attorney remains in force as against bona fide third parties.
Division Two: Types of Contractual Relationship
Title Seventeen: Registered Power of Attorney and other Forms of Commercial Agency
B. Other forms of commercial agency

Art. 462

1 Where the owner of a trading, manufacturing or other commercial establishment appoints a person to represent him in managing the affairs of the business as a whole or in carrying out certain transactions on behalf of the business without granting that person a registered power of attorney, the agency authority of the representative extends to all activities that fall within the normal scope of the commercial operations of the business or are normally connected with the transactions in question.

2 However, a commercial agent is not authorised to sign bills of exchange, take out loans or conduct litigation unless expressly granted such powers.
Division Two: Types of Contractual Relationship
Title Seventeen: Registered Power of Attorney and other Forms of Commercial Agency
C. ...

Art. 463264

[264](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e15330) Repealed by No II Art. 6 No 1 of the FA of 25 June 1971, with effect from 1 Jan. 1972 ([AS **1971** 1465](eli/oc/1971/1465%5F1461%5F1461/en);[BBl **1967** II 241](eli/fga/1967/2%5F241%5F249%5F177/en)). See also the Final and Transitional Provisions of Title X, at the end of this Code.