The Sale Law for Israel

according to the Halakah

 

Chapter A: General Provisions

 

1. Nature of sale

2. Supply of property

3. Exchange

4. Applicability

5. Agreement and custom

 6. Good faith

 

 Chapter B: Obligations of the Parties

 

Title A: Obligations of the Seller

 

7. Duty of delivery and transfer

8. Delivery – how it is done?

9. Date of delivery

10. Place of delivery

11. Nonconformity

12. Knowledge of nonconformity

13. Inspection of object of sale

14. Notice of nonconformity

15. Latent nonconformity

16. Concealment of nonconformity

17. Further provisions regarding the notice

18. Defect of right

 

Title B: Obligations of Buyer

 

19. Duty to pay and receive

20. Calculation of price

21. Date and place of payment

22. Passing of risk

 

Title C – Common provisions to seller and buyer

 

23. Concurrent obligations

24. Delivery and receiving expenses

25. Reimbursement

26. Documents relating to the object of sale

 

Chapter C: Remedies

 

27. General provisions

28. Price deduction

29. Provisions regarding excess quantity

30. Sale according to specification

31. Right of lien

32. Set off

 

Chapter D – Miscellaneous

 

33. Transfer of ownership

34. Market rule

34A. Sale by authority

34B. Applicability of rights to proceeds

35. Repeal

36. Repeal

 

 

 

 

 

Chapter A: General Provisions

 

1. Nature of sale

 

A sale is a transfer of ownership of a property in one of the ways of purchase in consideration to an undertaking to pay the price.

 

The civil Law > A sale is a transfer of a property for a price.

 

 

2. Supply of property

 

A transaction for the supply of property which is to be produced or manufactured is deemed as:

 

(A) A sale transaction of a not yet created asset, unless the asset already exists but lacks several works so as to provide it to the taker.

 

(B) A work transaction if the party that orders the property undertook to provide all the materials necessary for its production or manufacture.

 

The civil Law > A contract for the supply of a property which is to be produced or manufactured is deemed a contract of sale, unless the party that orders the property undertakes to provide the main materials necessary for its production or manufacture.

 

 

 

3. Exchange

 

The provisions of this law shall also apply, mutatis mutandis, to an exchange; however, in an exchange, when one of the parties takes into possession his property, the consideration is immediately granted to the other party, wherever it is.

 

 

The civil Law>  The provisions of this law shall also apply, mutatis mutandis, to an exchange.

 

 

 

4. Applicability

 

(A) These provisions shall apply to the sale of movable property, and also, mutatis mutandis, to any property and rights subject to sale.

 

(B) The provisions of this law shall apply when no other law contains special provisions about the matter in question and when no contrary intention appears from the agreement between the parties.

 

The civil Law > (A) The provisions of this law shall apply to the sale of movable property and also, mutatis mutandis, to the sale of immovable property and rights.

(B) The provisions of this law shall apply when no other law contains special provisions about the matter in question and when no contrary intention appears from the agreement between the parties.

 

 

 

5. Agreement and custom

 

(A) Particulars of a contract of sale not determined in the agreement between the parties shall be in accordance with the custom that was deemed acceptable by the parties in previous transactions between them, or - in the absence of such custom – in accordance with such custom which reasonable parties deem applicable to transactions of this kind, and such that the seller and taker know to exist.

 

(B) If the parties require expressions or terms which are commonly used in trade practice, such expressions and terms shall be construed in accordance with the meaning attached to them in the trade in question.

 

The civil Law > (A) Particulars of a contract of sale not determined in the agreement between the parties shall be in accordance with the custom that was deemed acceptable by the parties in previous transactions between them or - in the absence of such custom – in accordance with such custom which reasonable parties deem applicable to transactions of this kind.

(B) If the parties require expressions or terms commonly used in trade practice, such expressions and terms shall be construed in accordance with the meaning attached to them in the trade in question.

 

 

 

6. Good faith

 

Any obligation arising from a sale contract shall be fulfilled in the usual manner and in good faith; and same applies to the use of a right originating from the agreement.

 

The civil Law > Any obligation arising from a sale contract shall be fulfilled in the usual manner and in good faith; and same applies to the use of a right originating from the agreement.

 

 

Chapter B: Obligations of the Parties

 

 

Title A: Obligations of the Seller

 

7. Duty of delivery and transfer

 

The Seller shall deliver the object of sale to the buyer.

 

The civil Law > The Seller shall deliver the object of sale to the buyer and shall transfer its ownership to him.

 

 

 

8. Delivery – how it is done?

 

(A) The delivery of the object of sale shall consist of preparing it so that the buyer may take it, unless the parties agreed that the buyer shall deliver the purchase in a certain place.

 

(B) If the object of sale is a part of a bulk mass, the delivery shall consist of doing everything necessary to make it possible to take possession of and take the object of sale by the buyer.

 

(C) If it was agreed that a carrier provide carriage to the object of sale, then delivery shall consist of placing the object of sale at the carrier's disposal, and the carrier is liable to the buyer.

 

The civil Law > (A) The object of sale is delivered by placing it at the buyer's disposal.

(B) If the object of sale is part of a bulk mass, the delivery shall consist of doing everything necessary to make it possible to take possession of the object of sale and its receipt by the buyer.

(C) If it was agreed that a carrier provide carriage of the object of sale, then delivery shall consist of placing the object of sale at the carrier's disposal, provided that the currier is liable to the buyer pursuant to the contract of carriage.

 

 

 

9. Date of delivery

 

(A) When the object of sale is not delivered immediately, it shall be delivered immediately following payment of the price.

 

(B) If it was agreed on a delivery within a specific period of time, the seller may determine the date of delivery within that period.

 

(C) If it was decided on a delivery on a known date, anyone the determination of time is in their favor may claim the delivery or taking, even within that timeframe.

 

(D) In the events stated in subsections (B) and (C), the seller shall give the buyer a reasonable advance notice of the date of delivery.

 

The civil Law > (A) When the object of sale is not delivered immediately, it shall be delivered within a reasonable time after the contract has been concluded.

(B) If it was agreed on a delivery within a specific period of time, the seller may determine the date of delivery within that period.

(C) In the events stated in subsections (A) and (B), the seller shall give the buyer a reasonable advance notice of the date of delivery.

 

 

 

10. Place of delivery

 

(A) Delivery shall be wherever the seller wishes to deliver the purchase.

 

(B) Notwithstanding the content of subsection (A), the taker may demand to receive the purchase in its whereabouts at the time of the sale.

 

(C) If it has been agreed that a carrier provide carriage of the object of sale, the delivery shall be made at a place agreed upon with the courier as stated in Section 8(C).

 

The civil Law >  (A) Delivery shall be at the seller's place of business, and if the seller has no place of business - at his permanent place of residence.

(B) If, at the conclusion of the contract, the parties knew that at the time of delivery the object of sale shall be located at a certain place, the delivery shall be made at such place.

(C) If it has been agreed that a carrier provide carriage of the object of sale, the delivery shall be made at a place agreed upon with a courier liable as stated in Section 8(C).

 

 

 

11. Nonconformity

 

The seller failed to comply with his obligation if he delivered –

 

(1) Only part of the object of sale or a quantity which is smaller or larger than that agreed upon;

 

(2) Property of a different kind or description than that agreed upon;

 

(3) Property that lacks the quality or characteristics necessary for its ordinary or commercial use or for a particular purpose which is implied from the agreement;

 

(4) Property which, in kind, description, quality or characteristics, does not conform to the model or sample that was presented to the buyer, unless it was presented without assumption of responsibility for its conformity;

 

(5) Property which otherwise does not conform to what was agreed upon by the parties.

 

The civil Law > The seller failed to comply with his obligation if the delivered –

(1) Only part of the object of sale or a quantity which is smaller or larger than that agreed upon;

(2) A different property or property of a different kind or description from that agreed upon;

(3) Property that lacks the quality or characteristics necessary for its ordinary or commercial use or for a particular purpose which is implied from the agreement;

(4) Property which, in kind, description, quality or characteristics, does not conform to the model or sample which was presented to the buyer, unless it was presented without the assumption of responsibility for its conformity;

(5) Property which otherwise does not conform to what was agreed upon by the parties.

 

 

 

12. Knowledge of nonconformity

 

The buyer is not entitled to rely on nonconformity of the object of sale as stated in Section 11 (hereinafter – Nonconformity) if he knew of it at the time of sale.

 

The civil Law > The buyer is not entitled to rely on nonconformity of the object of sale as stated in Section 11 (hereinafter – Nonconformity) if he knew of it when the contract was concluded.

 

 

 

13. Inspection of object of sale

 

(A) The buyer should inspect the object of sale immediately at the time of sale unless the buyer stated it contains no defect.

 

(B) If carriage of the object of sale has been agreed, the buyer is not required to inspect it immediately upon arriving at the destination.

 

(C) The seller must provide the buyer, at his request, an adequate opportunity to inspect the object of sale prior to delivery.

 

The civil Law > (A) The buyer should inspect the object of sale immediately after receiving it.

(B) If carriage of the object of sale has been agreed, the buyer should inspect it immediately after its arrival at the destination, and if the object of sale was re-dispatched to another location without the buyer having inspected it, and the seller knew or should have known about the possibility of such re-dispatch, immediately after the arrival of the object of sale at the other location.

(C) The seller must provide the buyer, at his request, an adequate opportunity to inspect the object of sale prior to the dates stated in subsections (A) and (B).

 

 

 

14. Notice of nonconformity

 

(A) The buyer shall inform the seller of any nonconformity he discovered in the purchase prior to making any use thereof.

 

(B) If the buyer fails to inform of the nonconformity as stated in subsection (A), he shall not be entitled to rely on it.

 

The civil Law > (A) The buyer shall inform the seller of any nonconformity immediately after the date of inspection pursuant to Section 13(A) or (B), or immediately after he discovers it, whichever is earlier.

(B) If the buyer fails to inform of the nonconformity as stated in subsection (A), he shall not be entitled to rely on it.

 

 

 

15. Latent nonconformity

 

If it is impossible to discover the nonconformity by a reasonable inspection, the buyer is entitled to rely on it notwithstanding the content of Section 14, provided that he gave the seller a notice of the nonconformity after discovering it, prior to making any use of the purchase.

 

The civil Law > If it was impossible to discover the nonconformity by a reasonable inspection, the buyer is entitled to may rely on it notwithstanding the content of Section 14, provided that he gave the seller a notice of the nonconformity immediately upon discovering it; however, in the sale of moveable property, the buyer is not entitled to rescind the contract if he gave such notice more than two years after delivery of the object of sale, and he is not entitled to the other remedies for breach of contract if he gave the notice more than four years after the delivery of the object of sale.

 

 

 

16. Concealment of nonconformity

 

If the nonconformity arises out of facts which the seller knew or should have known when the purchase was concluded, the buyer is entitled to rely on it notwithstanding the content of any agreement, provided that he gave the seller a notice of the nonconformity immediately after discovering it, prior to making any additional use of the purchase.

 

The civil Law > If the nonconformity arises out of facts which the seller knew or should have known when the contract was concluded and failed to disclose them to the buyer, the buyer is entitled to rely on it notwithstanding the content of Sections 14 and 15 or any agreement, provided that he gave the seller a notice of the nonconformity immediately upon discovering it.

 

 

 

17. Further provisions regarding the notice

 

(A) A buyer who gives notice of nonconformity is not required to specify it in order to be able to rely on it, but he is required to specify whether he intends to retract the sale or not.

 

(B) If a notice of nonconformity has been delivered in the manner customary under the circumstances, the buyer is entitled to rely on it even if its arrival at the destination was delayed or it has not arrived it at all.

 

The civil Law > (A) A buyer who gives notice of nonconformity shall specify it in reasonable detail and shall give the seller a suitable opportunity to inspect the object of sale.

(B) If a notice of nonconformity has been delivered in the manner customary under the circumstances, the buyer is entitled to rely on it even if its arrival at the destination was delayed or it has not arrived at all.

 

 

 

18. Defect of right

 

(A) The seller shall deliver the object of sale when it is free of any attachment, seizure or other third party right.

 

(B) The seller shall immediately inform the buyer of any claim of a right in the object of sale of which he knew or should have known prior to delivering the object of sale.

 

The civil Law > (A) The seller shall deliver the object of sale when it is free of any attachment, seizure or other third party right.

(B) he seller shall immediately inform the buyer of any claim of a right in the object of sale of which he knew or should have known prior to delivering the object of sale.

 

 

Title B: Obligations of Buyer

 

19. Duty to pay and receive

 

The Buyer shall pay the price to the seller and take delivery of the object of sale.

 

The civil Law > The Buyer shall pay the price to the seller and take delivery of the object of sale.

 

 

 

20. Calculation of price

 

(A) If the price or the way of setting it has not been agreed upon and it has no fixed rate in the market – the sale is cancelled.

 

(B) If the price is set according to weight, it shall be calculated according to the net weight together with the rate of waste which is customary in said sale.

 

The civil Law >  (A) If the price or the way of setting it has not been agreed upon, a proper price shall be paid.

(B) If the price is set according to weight, it shall be calculated according to the net weight.

 

 

 

21. Date and place of payment

 

The price shall be paid on the date of delivering the object of sale and at the seller's place of business.

 

The civil Law > The price shall be paid on the date of delivering the object of sale and at the seller's place of business, and in case the seller has no place of business – in his permanent place of residence.

 

 

 

22. Passing of risk

 

(A) If the object of sale is lost or damaged before the buyer takes delivery

 

1) Before the price was paid – the buyer is relieved of his obligations, unless it was lost or damaged through no fault of the seller.

 

2) After the price was paid and after the seller complied with his obligations to ensure delivering it and the buyer breached his obligation to take delivery – the seller is relieved of his responsibility.

 

(B) If carriage of the object of sale has been agreed upon and the seller delivered it to a carrier as stated in Section 8(C)D, the buyer is not relieved of his obligations if the object of sale was lost or damaged after being delivered to the carrier, through no fault of the buyer; unless the seller undertook to deliver the object of sale to the buyer's home.

 

The civil Law > (A) If the object of sale is lost or damaged before the buyer has taken delivery, the buyer is relieved of his obligations, unless if it was lost or damaged through no fault of the seller, after the seller complied with his obligations to ensure delivery and the buyer breached his obligation to take delivery.

(B) If carriage of the object of sale has been agreed upon and the seller delivered it to a carrier liable as stated in Section 8(C), the buyer is not relieved of his obligations if the object of sale was lost or damaged after being delivered to the carrier, through no fault of the buyer.

 

 

Title C – Common provisions to seller and buyer

 

23. Concurrent obligations

 

The seller's obligation to deliver the object of sale and the buyer's obligation to pay its price are concurrent obligations, to be fulfilled at the same time.

 

The civil Law > The seller's obligation to deliver the object of sale and the buyer's obligation to pay its price are concurrent obligations, to be fulfilled at the same time.

 

 

 

24. Delivery and receiving expenses

 

The expenses of delivery of the object of sale are borne by the seller; the expenses of receiving the object of sale shall be borne by the buyer.

 

The civil Law > The expenses of delivery of the object of sale are borne by the seller; the expenses of receiving the object of sale shall be borne by the buyer.

 

 

 

25. Reimbursement

 

If one party incurs expenses payable by the other party, he is entitled to be reimbursed by the other party.

 

The civil Law > If one party incurs expenses payable by the other party, he is entitled to be reimbursed together for them, plus interest at the full rate according to the Adjudication of Interest and Linkage Law, 5721-1961, from the date on which they were incurred until the date of reimbursement.

 

 

 

26. Documents relating to the object of sale

 

The provisions of the law regarding delivery and taking delivery of the object of sale also apply to the delivery and to taking delivery of the documents relating to the object of sale.

 

The civil Law > The provisions of the law regarding delivery and taking delivery of the object of sale also apply to the delivery and to taking delivery of the documents relating to the object of sale.

 

 

Chapter C: Remedies

 

27. General provisions

 

The provisions of this chapter are in addition to any other law regarding to remedies for breach of contract.

 

The civil Law > The provisions of this chapter are in addition to any other law regarding to remedies for breach of contract.

 

 

 

28. Price deduction

 

(A) If the seller breached an obligation pursuant to Section 11(1) and failed to provide the shortage, the buyer is entitled to deduct from the price that amount by which the value of the object of sale decreased in consequence of the nonconformity, as compared with its value pursuant to the agreement.

 

(B) If the seller breached an obligation pursuant to Section 11(2), the buyer is not entitled to deduct from the price that amount by which the value of the object of sale decreased in consequence of the nonconformity, and the sale is void.

 

(C) If the seller breached an obligation pursuant to Section 11(3), the buyer is not entitled to deduct from the price that amount by which the value of the object of sale decreased in consequence of the nonconformity, but he rather may cancel the sale or hold it under the price set in the agreement.

 

(D) If the seller breached an obligation pursuant to Sections 11(4) and (5), the buyer is not entitled to deduct from the price that amount by which the value of the object of sale decreased in consequence of the nonconformity, and the sale is void.

 

The civil Law > If the seller breached an obligation pursuant to Section 11 and failed to rectify it within a reasonable time after the buyer so notified him, and if the buyer wishes neither to claim performance of the agreement nor to rescind it, the buyer is entitled to deduct from the price that amount by which the value of the object of sale decreased in consequence of the nonconformity, as compared with its value pursuant to the agreement.

 

 

 

29. Provisions regarding excess quantity

 

If the seller delivered to the buyer a quantity of property greater than agreed and the excess quantity can be returned, the sale is valid and the buyer must return the excess quantity. If the excessive quantity cannot be returned, the sale is void.

 

The civil Law > If the seller delivered to the buyer a quantity of property greater than agreed, and if the excess quantity can be severed without unreasonable expenses or inconvenience, the buyer is not entitled to rescind the contract as a result, but he may inform the seller within a reasonable time that he rejects the excess quantity; if he fails to do so, he shall pay its price at the agreed rate.

 

 

 

30. Sale according to specification

 

If the buyer has been given the right to set any measurement, number, weight or other particulars relating to the object of sale or to the terms of sale, and the buyer fails to set them within the time agreed upon in the contract, and in the absence of an agreement on the time – within a reasonable time, the seller is entitled to rescind the contract as if it was breached.

 

The civil Law > (A) If the buyer has been given the right to set any measurement, number, weight or other particulars relating to the object of sale or to the terms of sale, and if the buyer fails to set them within the time agreed upon in the contract, and in the absence of an agreement on the time – within a reasonable time after receiving a request from the seller to do so, the seller is entitled to rescind the contract , within a reasonable time, as if it was breached, or set these particulars himself taking into consideration the buyer's needs insofar that they are known to him.

(B) If the seller has set such particulars and inform the buyer accordingly, his decision shall be binding, unless the buyer sets the particulars immediately upon receiving the notice.

 

 

 

31. Right of lien

 

(A) The seller shall have a right of lien in the object of sale for the payment of the amounts due to him from the buyer in consequence of the sale transaction; similarly, the buyer shall have a right of lien for the payment of the amounts due to him from the seller, if he has taken delivery of the object of sale but must return it to the seller.

 

(B) Anyone who has a right of lien pursuant to subsection (A) is entitled to delay the carriage of the object of sale, or to reserve the right to control it during transit and prevent the receipt thereof by the other party.

 

The civil Law > (A) The seller shall have a right of lien in the object of sale for the payment of the amounts due to him from the buyer in consequence of the sale transaction; similarly, the buyer shall have a right of lien for the payment of the amounts due to him from the seller, if he has taken delivery of the object of sale but must return it to the seller.

(B) Anyone who has a right of lien pursuant to subsection (A) is entitled to delay carriage of the object of sale, or to reserve the right to control it during transit and prevent the receipt thereof by the other party.

 

 

 

32. Set off

 

Debts that the parties owe each other in consequence of the same sale transaction may be set off.

 

The civil Law > Debts that the parties owe each other in consequence of the same sale transaction may be set off.

 

 

Chapter D – Miscellaneous

 

33. Transfer of ownership

 

Ownership of the object of sale is transferred to the buyer upon the act of purchase, unless the parties agreed upon some other time for the transfer of ownership.

 

The civil Law > Ownership of the object of sale is transferred to the buyer upon its delivery, unless the parties agreed upon some other time or manner for the transfer of ownership.

 

 

 

34. Market rule

 

If a moveable property is sold by anyone dealing with the sale of property of the kind of the object of sale and if the sale was conducted in the ordinary course of his business, the ownership is transferred to the buyer when it is free of any attachment, seizure or other right in the object of sale even if the seller was not entitled to transfer it as aforesaid, and except if the seller was not the owner of the object of sale.

 

The civil Law > If a moveable property is sold by anyone dealing with the sale of property of the kind of the object of sale and if the sale was conducted in the ordinary course of his business, the ownership is transferred to the buyer when it is free of any attachment, seizure or other right in the object of sale even if the seller was not the owner of the object of sale and was not entitled to transfer it as aforesaid, and provided that the buyer bought it and took possession of it in good faith.

 

 

 

34A. Sale by authority

 

 The sale of property by the court for a creditor does not revoke any attachment, seizure or other right in the property.

 

The civil Law > If property is sold by the court, an execution office or any other lawful authority, ownership is transferred to the buyer when it is free of any attachment, seizure or other right in the property, except a right, which according to the terms of sale, is not revoked and a right which does not serve as security for a monetary obligation.

 

 

 

34B. Applicability of rights to proceeds

 

Any attachment, seizure or another right in the property serving as security for a monetary obligation and which, pursuant to Section 34, is not to be enforced against the buyer, shall apply to the proceeds of the sale.

 

The civil Law > Any attachment, seizure or another right in the property serving as security for a monetary obligation and which, pursuant to Sections 34 or 34A, is not to be enforced against the buyer, shall apply to the proceeds of the sale.

 

 

 

35. Repeal

 

(The text was incorporated in the Tort Ordinance (New Version).

 

 

 

36. Repeal

 

The first book of the Mejelle is hereby repealed.