[Direct answer]In the Beijing area, if the creditor refuses to accept the goods without a valid reason, the debtor may deposit the subject matter according to law. After the deposit, the debt obligation is extinguished, and the risk of damage or loss of the subject matter is transferred to the creditor. According to Article 570 of the Civil Code of the People's Republic of China, if the creditor refuses to accept the goods without a valid reason and the debtor finds it difficult to perform the debt obligation, the debtor may deposit the subject matter; Article 573 stipulates that after the deposit, the risk shall be borne by the creditor and the expenses shall be borne by the creditor. The deposit shall be handled by the notary office at the place of performance of the debt obligation. If the creditor fails to exercise the right to withdraw the deposited goods within five years from the date of deposit, his right to withdraw the deposited goods shall be extinguished. It is recommended to first fix the evidence of refusal to accept the goods, and then handle the deposit according to law to cut off the statute of limitations and the risk of breach of contract. For details, please refer to the following link:Business and contract dispute services for enterprises.

I. Problem Background and Typical Scenarios

During the performance of the sales contract, if the seller prepares the goods but the buyer refuses to accept them, this is a frequent type of commercial dispute. Typical scenarios include: the buyer refuses to accept the goods because the market price has fallen, delays or explicitly refuses to accept them on excuses; the parties have disputes over quality standards and delivery locations, and the buyer uses the refusal to accept the goods to exert pressure; the buyer's business deteriorates or warehouse capacity is insufficient, and the buyer intentionally does not arrange for acceptance; and the buyer agrees to arrange for the carrier to pick up the goods but delays in dispatching the vehicle to pick up the goods. Many sellers mistakenly believe that they can only repeatedly urge or sue for delivery, but in the end, the goods remain stranded for a long time, and the storage fees and depreciation continue to accumulate, which results in them being even more passive. When handling similar cases in the Beijing area, the review of whether the refusal to accept the goods is "without a justifiable reason" focuses on whether the buyer abuses the right to raise objections to the acceptance of the goods. In cases involving the recovery of the purchase price, it can be combined with other legal remedies to safeguard the seller's legitimate rights and interests.Creditor-debtor relations and enforcement case servicesCoordinate and plan things in an organized and efficient way to achieve the best results with the least effort.

II. Key points of contention

The focus of the dispute centers on three points. Firstly, whether the refusal to accept the goods is justified: If the buyer refuses to accept the goods solely on the grounds of minor defects or market changes, it usually does not constitute a valid reason. Only when there is a fundamental breach of contract or an explicit agreement to terminate the contract, the refusal to accept the goods may be justified. Secondly, whether the conditions for depositing the goods have been met: It is necessary that the debtor has prepared to perform according to the contract, notified the creditor to accept the goods, and the creditor has no legitimate reason to refuse. Thirdly, the attribution of risks and expenses: If the goods are damaged after being deposited, or the storage and deposit costs are incurred, the creditor shall bear all the responsibilities. Here, a common misunderstanding is that the seller may sell or discard the goods on his own, which may lead to legal liabilities. For disputes involving warehousing and custody, reference can be made to the relevant provisions of the Contract Law of the People's Republic of China.Real estate sales and construction project servicesOther performance guarantee arrangements apart from the above-mentioned ones.

III. Professional analysis by Hengluo Law Firm

Based on our practical experience in handling sales and contract disputes, the most reliable approach to dealing with refusals to accept goods is to "first secure evidence and then apply for deposit", rather than forcing delivery or taking matters into one's own hands. Henglu Lawyers usually advise clients to take the following steps: First, send a notice of arrival and a reminder of acceptance to the buyer's designated address by written means (letters, instant messaging, or notarized delivery), clearly stating the delivery time, location, and acceptance standards. Retain logistics information, warehouse receipts, photos, and communication records. If the buyer still refuses without a valid reason, then apply for deposit with the notary office at the debt performance location and notify the creditor of the deposit in accordance with Article 572 of the Civil Code. In practice, many buyers return to the negotiation table after receiving the deposit notice, as the risks and costs have been transferred to them. For contract deadlocks involving long-term cooperation, lawyers will also assess whether the situation can be handled according to the rules of change of circumstances or mitigation of damages to avoid further losses. For issues related to contract clause design, legal advice can be provided based on the specific circumstances.Intellectual property protection and corporate legal servicesImprove the transaction text.

IV. Practical suggestions and legal basis

The core basis is Article 570 of the Civil Code of the People's Republic of China (effective January 1, 2021) (conditions for deposit, including the creditor's refusal to accept the goods without a valid reason), Article 571 (deposit procedure), Article 572 (obligation to notify after deposit), Article 573 (effect of deposit: risks, fruits, and expenses belong to the creditor), Article 574 (receipt and five-year exclusionary period); as well as the provisions of the Notarization Law on deposit notarization. Practical suggestions: First, send a written reminder to the recipient and preserve the evidence; confirm that the goods meet the contractual requirements; submit a deposit application, the contract, and the proof of refusal to accept the goods to a notarization agency with jurisdiction; notify the creditor in accordance with the law after the deposit; and claim reduction in value for perishable or easily depreciating goods in a timely manner. For cross-border deliveries, relevant provisions may be combined with the above-mentioned content.Financial capital and cross-border services involving foreign countriesAnalysis of jurisdiction and applicable law.

5. Hengluo Law Firm's Advice

Do not handle the goods on your own after the buyer refuses to accept them. Any unauthorized resale, disposal, or long-term high-cost storage of the goods may be deemed as improper performance and even lead to increased losses. Escrow is a legal channel provided by the law to help debtors get out of trouble. The key lies in "a complete chain of evidence and compliance with procedures". It is recommended to initiate a written reminder as soon as the goods are ready, and fix the time and reason for the refusal of acceptance and the communication content, so as to lay a good foundation for subsequent escrow or litigation. If the buyer repeatedly changes his position, you can seek help from a professional third-party organization to safeguard your rights and interests.Special services and other case-related servicesDevelop a combination plan. If the situation is complex, consult a professional lawyer as soon as possible to avoid missing the opportunity to deposit and mitigate losses.

VI. Frequently Asked Questions

Q1: If the creditor refuses to accept the goods, can I consider the obligation fulfilled and the debt extinguished after depositing them with a third party?

It is allowed by law. According to Article 573 of the Civil Code, after the subject matter is deposited, the risk of damage or loss shall be borne by the creditor, and the depositing fees shall be borne by the creditor. It shall be deemed that the debtor has fulfilled his delivery obligation and the corresponding debt has been extinguished. However, it should be noted that the depositing is premised on the debtor having properly prepared the goods, having notified the creditor to accept the goods, and the creditor refusing to accept them without a justifiable reason; if there are defects in your own performance, depositing may not completely exempt you from liability. In practice, notarized depositing has strong probative force and can effectively prevent the buyer from continuing to claim breach of contract for late delivery, which is a legal channel to get out of trouble, but the prerequisite are that the procedures and evidence are in compliance with the law.

Q2: What materials and evidence are required to handle the deposit transfer?

These typically include: contracts, orders, or agreements that prove the validity of the creditor-debtor relationship; documents (production records, quality inspections, warehouse receipts, logistics documents) that demonstrate that you have prepared the goods in accordance with the agreement and meet the delivery conditions; written evidence (letters, text messages, emails, notarized delivery receipts) that notify the creditor of the arrival of the goods and urge them to accept delivery; proof of the creditor's refusal to accept delivery or unjustified delay; and a deposit application and identity proof. The more complete the materials are, the smoother the notary office's acceptance process will be, and it will also be more beneficial to prove that you have properly fulfilled your obligations if the case proceeds to litigation in the future.

Q3: How much does it cost to deposit the money, and who will bear the fees in the end?

Notarization for deposit usually charges a notarization fee based on the amount of the subject matter or the number of items involved. Additionally, there may be third-party fees for storage, custody, appraisal, and transportation, etc. The specific standards are implemented by the notarization agencies and the custodians in accordance with regulations, and there is no nationwide unified pricing. The key point is that Article 573 of the Civil Code clearly stipulates that the deposit fees shall be borne by the creditor. In other words, the reasonable fees incurred for compliant deposit shall ultimately be borne by the party who refuses to accept the deposit. You can retain the bills and claim against the other party in settlement or litigation. It is recommended to inquire about the fee structure from the notarization agencies before depositing the goods, so as to avoid temporary expenses affecting decision-making.

Q4: How long does it take from the deposit to the elimination of the debt and the transfer of risk?

The deposit itself takes effect when the notary office accepts and issues the deposit certificate. The debt extinguishes and the risk transfers from the date the deposit is completed, and the statute of limitations is not long. However, there are two deadlines to pay attention to: first, after the deposit, the debtor shall notify the creditor in a timely manner in accordance with Article 572 of the Civil Code; second, the creditor's right to pick up the deposited items will be extinguished if not exercised within five years from the date of the deposit. At that time, the deposited items will be owned by the state after deducting the fees. Overall, it usually takes several days to several weeks from the preparation of the documents to the issuance of the deposit certificate, depending on the completeness of the materials and the notary's scheduling.

Q5: If the buyer refuses to accept the goods, what should I do first?

It is recommended to proceed in four steps: First, immediately send a notice of arrival and a reminder of acceptance to the buyer's designated address in writing, specifying the delivery time and location, the acceptance standards, and retaining all communication and logistics evidence; Second, confirm that the goods comply with the contract and have been properly stored, and avoid handling them without authorization; Third, if the buyer still refuses without a valid reason, apply to the notary office at the place of debt performance to request deposit, submit the contract, evidence of preparation and refusal of acceptance, and notify the creditor in accordance with the regulations; Fourth, after the deposit, claim for damages and reimbursement of expenses as appropriate, and, if necessary, entrust a lawyer to participate in negotiations or litigation. For reference only.The official website of Beijing Henglu Law FirmObtain further support.

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

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

Disclaimer: This article is compiled based on current effective laws and regulations and open 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. In case of disputes, please consult a practicing lawyer in time.