Research On Inspection Period In Commercial Sales Contract

Articles 157 and 158 of China's "Contract Law" have made corresponding provisions for the inspection period.The inspection period refers to the period during which the buyer inspects the quantity,appearance,and quality of the subject matter within the agreed or statutory period.The buyer shall notify the seller after finding that the subject matter of the sales contract is defective.The establishment of the system during the inspection period is to ensure the smooth completion of the sale and purchase contract,and also has a very important role in promoting the rapid circulation of goods.According to Article 158 of the Contract Law,the legislative provisions of the inspection period are divided into a two-year application period,a reasonable application period,an agreed application period,an arbitrary application period,and a quality assurance application period.Based on this provision,the academic community has different interpretations of the legal nature of the inspection period,including different views such as the exclusionary period theory,litigation limitation period theory,ineffective period theory,contingent period theory,independent period theory,and mixed period theory.By analyzing the characteristics and legal effects of the inspection period,it is more reasonable to define it as the exclusion period.The main problems in the judicial application process during the inspection period are as follows: First,there is no distinction between operating sales contracts and consumer contracts in the Contract Law;second,there is uncertainty in the reasonable period;Therefore,to improve the inspection period system of Article 158 of the Contract Law,we must first limit the scope of application of this article to commercial contracts,that is,business contracts.Secondly,the starting point of the "reasonable period" must be clarified,and a specific time period should be determined on this basis as the "reasonable period" notified by the buyer.Finally,a clear distinction must be made between the quality assurance period and the inspection period.Although the two are the same in terms of results,the two are completely different in terms of the purpose of their establishment,the nature of their responsibilities,and the length and nature of their periods.Therefore,it is necessary to clarify the order of effectiveness and legal consequences when both the buyer and the seller agree on the inspection period and the quality assurance period.After fully considering the parties' intentions,the relationship between the inspection period and the quality assurance period is similar to the relationship between "general law" and "special law"."Special law" should be preferentially applied to "general law".In other words,the quality assurance period only for the quality of the subject matter should take precedence over the inspection period.