[Direct answer]In the Beijing area, priority shall be given to the provisions of the contract, and if there are no provisions, the statutory rules shall apply. According to Articles 620 to 623 of the Civil Code of the People's Republic of China, the parties to the sales contract may agree on an inspection period; if no inspection period is agreed upon, the buyer shall notify the seller within a reasonable period after discovering or should have discovered that the quantity or quality of the subject matter does not conform to the agreed terms. For quantity defects, the buyer shall inspect and notify within a reasonable period after receipt; for hidden defects, the buyer shall notify the seller promptly after discovery. It is particularly important that: if the buyer fails to notify the seller within a reasonable period or fails to notify the seller within two years from the date of receipt of the subject matter, it shall be deemed that the quantity or quality of the subject matter conforms to the agreed terms. However, if the subject matter has a quality guarantee period, the quality guarantee period shall apply, and the two-year provision shall not apply. If the agreed inspection period is too short and it is difficult to complete the inspection under normal circumstances, the period shall be deemed unreasonable.

1. Problem background and typical scenarios

The buyer received the goods and found problems, wanting to return them or claim compensation, but the seller said, "The acceptance period has long passed, and the goods are considered to be qualified." Related long-tail searches focus on "how to calculate the acceptance period for goods," "does the absence of objections during the acceptance period mean the goods are considered qualified," and "the time limit for raising quality objections in a sales contract." The acceptance period directly determines whether the buyer can still claim rights regarding quality and quantity, and it is a frequently debated point in disputes over sales contracts.

II. Key points of contention

The controversy focuses on four points: first, whether the inspection period stipulated in the contract is valid; second, how to determine a reasonable time limit when there is no agreement; third, the relationship between the two-year time limit and the quality guarantee period; and fourth, the legal consequences of failing to raise objections within the time limit.

III. Professional analysis by Henglue Law Firm

The first layer concerns agreements and their enforcement. If the parties have agreed on an inspection period, the buyer shall inspect the goods and notify the seller of any defects within that period. However, if the agreed period is too short and it is difficult to complete a comprehensive inspection within that time under normal circumstances, the agreement shall be deemed unreasonable, and the court may determine a reasonable timeframe based on the circumstances. The second layer pertains to the reasonable timeframe in the absence of an agreement. This should be determined based on the nature of the goods, their quantity, the difficulty of inspection, and industry practices. For perishable or easily spoiled goods, the timeframe is relatively short, while for machinery and equipment requiring installation and commissioning, the timeframe is relatively longer. The third layer involves the two-year time limit and the warranty period. If no inspection period is agreed upon, the buyer shall be deemed to have accepted the goods within two years from the date of receipt unless there is a warranty period. In such cases, the warranty period shall apply, and the "two-year" time limit shall not apply. The fourth layer addresses the consequences of exceeding the time limit and exceptions. If the buyer fails to raise objections within the time limit or after the expiration of the time limit, the goods shall generally be deemed to comply with the agreement, and the buyer will no longer be able to claim breach of contract or refuse to pay for the goods. However, if the seller knowingly conceals that the goods do not comply with the agreement, the buyer may still assert corresponding rights without being subject to the aforementioned time limits. Henglue Lawyers remind that it is necessary to clearly define the acceptance standards, inspection period, and objection methods in the contract, organize inspections promptly after receipt of the goods, and provide written notifications. It is also advisable to retain delivery notes, inspection reports, and communication records.

IV. Practical suggestions and legal basis

Action list: First, stipulate the acceptance standards, inspection period, and dispute resolution methods in the contract; Second, organize the inspection in a timely manner after receiving the goods and notify the defects in writing; Third, keep the inspection reports, photos, and communication records; Fourth, pay attention to the application of the two-year time limit and the quality guarantee period. Main legal basis: Article 620, Article 621, Article 622, and Article 623 of the Civil Code of the People's Republic of China (effective January 1, 2021); relevant provisions of the Product Quality Law of the People's Republic of China. For commercial and contract disputes involving enterprises, you can seek assistance throughBusiness and contract disputes in enterprisesThe team handles it, and for product quality disputes, we can work together to resolve them.Intellectual property protection and corporate lawService processing.

5. Henglu Law Firm's Reminder

There are three main rules regarding the acceptance period: 1. If there is an agreement, follow the terms of the agreement. If the agreement is too short, it is considered unreasonable. 2. If there is no agreement, the acceptance period should be within a reasonable timeframe, and the latest date for acceptance is two years after receipt of the goods. 3. If there is a quality warranty period, the acceptance period begins from the warranty period. If the goods are not accepted within the warranty period, they are deemed to be acceptable. In cases involving commercial disputes, the parties may resolve the disputes through legal means.Business and contract disputes in enterprisesPlease contact the team if you have any questions regarding product qualityIntellectual property protection and corporate lawFor those involved in difficult contract disputes, they can refer to the following for reference.Special servicesColumn.

VI. Frequently Asked Questions

Q1: How is the time limit for goods acceptance calculated?

The buyer shall, in accordance with the inspection period stipulated in the contract, inspect the subject matter; where no such period is stipulated, the buyer shall notify the seller within a reasonable period after discovering or should have discovered that the subject matter does not conform to the agreed terms. For quantity defects, the buyer shall inspect and notify the seller within a reasonable period after receiving the goods.

Q2: If no objections are raised during the acceptance period, does that mean the product is considered to be qualified?

It is generally considered to be in accordance with the agreement. If the buyer fails to notify the seller within a reasonable period of time, or fails to notify the seller within two years from the date of receipt of the subject matter, it shall be deemed that the quantity or quality is in accordance with the agreement; and the applicable warranty period shall apply if there is a warranty period for quality.

Q3: What is the time limit for raising quality objections in a sales contract?

When there is no agreed inspection period, a reasonable timeframe usually applies, subject to a two-year limitation from the date of receipt of the goods. If there is a quality warranty period, it shall be determined according to the provisions of the warranty period and shall not be subject to the two-year time limit.

Q4: Is it effective to set a too short acceptance period in the contract?

It may be deemed unreasonable. If the agreed inspection period is too short and it is difficult to complete the inspection under normal circumstances, it shall be deemed that the period is unreasonable, and the court may determine it according to a reasonable period. The buyer still has the opportunity to raise corresponding objections.

Q5: What should I do if the seller conceals the defects?

If the seller knows that the subject matter does not conform to the agreement but conceals it, the buyer may claim corresponding liability, which is generally not subject to the restrictions of the inspection period and the two-year time limit. The buyer should keep the evidence and claim it in a timely manner, and if necessary, resolve the dispute through litigation.

The above Q&A is mainly based on the judicial practice in Beijing. There may be differences in the interpretation of the law in different regions. It is recommended to consult a professional lawyer based on the specific circumstances of the case.

If you are currently facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the necessary evidence to avoid missing the statutory time limits. →Business and commercial legal services·Beijing Henglue Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and public adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. If you encounter disputes, please consult a practicing lawyer in time.