NOTES PART 8

SALE CONTRACT

Initially it started as an exchange contract. It is a specific type of legal contract, meaning that it is specified in laws and codes in special chapter and titles of the codes (European Continental Legal System). The contract of sale is one of the most important contracts regulated by the Civil Co e.

broader definition would be!

Contract of sale is a legal contract, an e"change of goods, ser#ices or property to be e"changed from seller (or #endor) to buyer (or purchaser) for an agreed upon #alue in money (or money e$ui#alent) paid or the promise to pay same.

A!"# ccording to art.%&' the ob(ect of this contract is the passing of property (ob(ect or right) in e"change of the price agreed by the parties.

transferring of an immo#able or mo#able ob(ect transferring of a right which can be a real or a credit right )ith payment in money (difference with the donation*e"change contract) Ser#es a double function + circulation of goods and rights*circulation of money It has real effects! transferring of property * and duty effects! duties for both buyer and seller ,ilateral*with payment*consensual* in some cases formal (selling of immo#able property with notary act and registered - selling between public and pri#atE (uridical persons must be written)

ELE"ENTS Sub(ect* /b(ect* Content 0undamental conditions + price and sometimes the term (afati)
.

S$%&ects

(uridical and physical persons, namely the seller and buyer capacity to act

E"ception 1 minors sometimes can be buyers + sale is done in cash, reali2ed immediately, has a small #alue

,ut does e#ery body has the right to buy! 3o

There is a category of people who cannot buy directly or by other persons (intermediaries) art.%&4 people who administer or guard the property of others (tutors, legal representati#es etc.) b. people who are entitled to ma5e sales on behalf of the state c. (udges, prosecutors, notaries, lawyers in case they are in#ol#ed
a.

In case it happens the action is nul (absolutely in#alid)

,. ..

O%&ect e#ery good in ci#il circulation which can be sold without any legal forbiddance. They can be mo#able or immo#able, indi#idually defined or generic. e#ery good in limited circulation upon appro#al of the competent organ rights (inheritance right, the right to usufructs, patents etc) a future good or right (contract of hope sale) + in this contract the ownership at the time of materiali2ation of the good or right

6. 7. 8.

'$n a(ental con itions

Price:
.. 6. 7. 8.

e"pressed in money right ( at least 9 of the #alue of the sold good or ma"imum 6 times the #alue) real + corresponds to real #alue of the good, its $uality and scope defined or definable The passing of o)nership

:ifferent legislation determine in t)o ifferent ways this moment

.. 6.

deli#ering of the ob(ect contract signing

The actual lbanian ci#il code + contract signing art.;8 /nly for the generic goods (measured, counted (generically defined) passes at the time of deli#ery. )hy this moment is important + because the sellers rights on the ob(ect cease to e"ist and the buyer are born*for the loss or damage of the ob(ect*for the right to re$uest it from e#erybody) O%ligation of the parties in the contract of sale Seller#
..

to transfer to the %$yer the o)nership of the o%&ect

which means that the seller must be the owner (1) mo#able property* with payment*bona1fides + the buyer can become owner
6.

to han le the o%&ect of the contract

To handle the ob(ect of the contract as it was in the moment of the singing of contract accompanied by all the accessories an fr$its that is has produced from the signing until the deli#ery. 7

In case the ob(ect is eter(ina%le at the moment of contract, he has the duty to handle the documents conferring ownership and the ob(ect at the time it will determined

7.

to g$arantee the o)nership *eviction+

If a third person is pretending the ob(ect that has been sold, the buyer has to bring the seller in court. If the third person results to be the owner than the seller has to return the full price to the buyer. If he was mala1fides he pays also damages. Is the buyer does not call the seller and looses the trial, and the seller pro#es that if called the decision would be in their fa#or, the buyer does not ha#e the right to get the price from the seller.

8.

to g$arantee for the ,$ality an lac- of fla)s

Flaws are hidden or noticeable The buyer has the right to contest the hidden flaws of the ob(ect within .& days from the time he becomes aware, but not later than 6 years. The buyer has the right to re$uest the following if the flaws constitute an important failure in the fulfillment of contractual obligations!
a. b. c. d.

to re$uest the substitution of the ob(ect remo#al of the flaws, by repairing discount end the contract

The buyer has the right to re$uest the following if the flaws constitute an unimportant failure in the fulfillment of contractual obligations!
a. b.

remo#al or repairing of the flaw discount

In both cases the buyer has the right to re$uest the compensation for damages.

.$yer#
..

to ta-e the o%&ect $pon elivery

6.

pay(ent of the price an to respect all the for(alities set %y la)

<if there is no term settled it must be pai $pon elivery <=lace + if not settled at the li#ing or wor5ing place of the seller en ing of the contract Ending of contract by the seller
.. 6. 7. 8.

non fulfillment of important contractual obligations by the buyer lac5 of payment in due time the buyer does not ta5e the ob(ect in the time defined in contract when the buyer declares that he will not fulfill his obligations

Ending of contract by the buyer

.. 6.

deli#ery of the good is not done in time the seller declares he won>t deli#er the good in time or in the e"tra time

Conse$uences
.. 6.

the seller has to return the price of the good and the e"penses the buyer has done the buyer returns the ob(ect. If it has been lost or damaged because of his actions he has to compensate Types of selling contracts

.. 6. 7.

model sale proof sale pre1emption right sale

O$r civil co e reg$lates t)o types of contracts#

..

sale )ith o)nership reserve 1 If the price is paid in installments, the buyer becomes the owner upon paying the last installment e#en1though the ob(ect has been deli#ered to him in the beginning. sale of i((ova%le property 1 formal contract, notary act and registered

6.

'

A/ENC0 CONTRACT
The gency Contract is regulated by the Ci#il Code entered into force in .448. The gency Contract is a contract in which one of the parties (the agent) agrees to promote on behalf of another party (the principal), upon payment, the conclusion of contracts in a definite territory. So, in other words Agency can be defined as the relationship between the principal and the third party, the agent being appointed to represent the principal in dealings with the third party and to act on the principals behalf. This is crucial as it enables a third party to enforce a contract against the principal even though the principal was not a party to the original contract himself. This particular contract presents the following characteristics!
..

the sta%ility of the relationship + there is a constant collaboration between the agent and the principal a$tono(y + the agent manages the acti#ities and holds all the ris5s, the influence of the principal cannot limit its autonomy pro(otion activities and concl$sion of contracts only in a efinite territory always $pon pay(ent the lbanian Ci#il Code settles that e#ery part has the right to ha#e one copy of the contract, from which we can understand that the contract ($st %e in )ritten.

6.

7. 8. '. ;.

:uties and obligations of the agent The agent cannot perform acti#ities in the same territory or economic acti#ity for different companies in competition with each other. 6. The agent cannot collect credits on behalf of the principal. If this right has been attributed, he cannot gi#e discounts or period e"tensions without permission. 7. The agent is obligated to perform the duty in accordance with the instruction of the principal, furnishing with information on mar5et conditions in the territory
..

assigned to him and e#ery other information deemed important for e#ery single transaction. 8. The agent must obser#e all the obligations of the commissioner, if they are not e"cluded from the agency contract. '. If the agent cannot performed the duty assigned, he has to inform immediately the principal. If he doesn>t he is sub(ect to payment of damages. :uties and obligations of the principal .. The principal cannot assign more than one agent in a definite territory or for the same economic acti#ity. 6. The principal has to furnish the agent with all the necessary information and documentation for the goods or ser#ices as well as for concluding contracts. 7. The principal must inform the agent immediately on the potential economic deterioration and decrease in #olume of commercial transactions. 8. The principal submits to the agent a list of the commissions at the end of each month. '. The agent has the right to be informed on all the commissions as well as to re$uest the boo5s of the company. ;. The principal must pay the agent when the business deal has been concluded and if it has been concluded only partially he must pay the commission in proportion. %. ?e has to pay commission e#en for the business deals concluded by himself in the territory assigned to the agent, concluded after the ending of the contract, or not concluded because of his fault. :uration of the agency contract
.. 6. 7.

8. '.

If the contract of agency has a definite time, after the ending of this period it is transformed into an indefinite time contract. If the contract of agency has an indefinite time, e#ery part has the right to re$uest the ending of the relationship, respecting the term in contract. ?owe#er the announcement of the willingness to end the contract cannot be less than . month, if the contract has lasted . year, less than two months for a contract longer than 6 years and so on. The parties can decide on another term of announcement, howe#er the principal>s one cannot be shorter than that of the agent. The ending of the contract must coincide with the last day of the month.

@esults of the ending of contract

.. 6.

The agent cannot wor5 in the same area for competition for a 6 year time. The agent has the right to compensation at the end of the relationship, only if he has found new clients and has de#eloped the #olume of commercial acti#ity with the e"isting clients which will continue in the future.

The amount of compensation is settled only after all the circumstances ha#e been studied, especially those that are lost by him and those that he would ha#e benefited from e"isting clients. 8. The agent is not entitled to compensation in the following cases! a. The resolution of contract is done by the principal for a (ust cause imputable to the agent b. The agent wants to end the contract c. )hen the agent gi#es the contract to a third party, despite the interest of the principal.
7.

1The Law 746&, dated 6......4;8 /n =ri#ate International Law in lbania, allows the
parties to decide on which law to apply in the contract. 1The parties can decide on the competent court as well as on the appointment of an arbiter. 222222222222222222222222222222222222222222222222222222222222222 "A3!N/ .4S!NESS CONTRACTS SA"PLE SALES CONTRACT lthough all contracts mayAin fact shouldA#ary in order accurately to reflect the intent of the parties in particular circumstances, the following sales contract is a sample of what such contracts may loo5 li5e. It is intended to be a starting point and a guide to help you in creating a contract that includes all of the terms rele#ant to your business interactions. CONTRACT 'OR T5E SALE O' /OO6S =aragraph .. BBBBBBBBBBBBBBBBBBBBBBB, hereinafter referred to as Seller, and BBBBBBBBBBBBBBBBBBBBB, hereinafter referred to as ,uyer, hereby agree on this BBBB day of BBBBBBBBBBBBBBB, in the year BBBBBBBBBBBB, to the following terms. A. ! entities of the Parties =aragraph 6. Seller, whose business address is BBBBBBBBBBBBBBBBBBBBB, in the city of BBBBBBBBBBBBBBB, state of BBBBBBBBBBBBBBBBBBBBBBBBB, is in the business of BBBBBBBBBBBBBBBBBBBBBBBBBBB. ,uyer, whose business address is BBBBBBBBBBBBBBBBBBBB, in the city of BBBBBBBBBBBBBBBBB, state of BBBBBBBBBBBBBBBBBBBBBBBBB, is in the business of BBBBBBBBBBBBBBBBBBBBBBBBBBBB. .. 6escription of the /oo s

=aragraph 7. Seller agrees to transfer and deli#er to ,uyer, on or before BBBBBBBBBBBBBBBBBBBBBBBB DdateE, the below1described goods! BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBB C. .$yer7s Rights an O%ligations =aragraph 8. ,uyer agrees to accept the goods and pay for them according to the terms further set out below. =aragraph '. ,uyer agrees to pay for the goods! In full upon receipt In installments, as billed by Seller, and sub(ect to the separate installment sale contract of BBBBBBBBBBBBBBBBBBDdateE between Seller and ,uyer. ?alf upon receipt, with the remainder due within 7& days of deli#ery. =aragraph ;. Foods are deemed recei#ed by ,uyer upon deli#ery to ,uyerGs address as set forth abo#e. =aragraph %. ,uyer has the right to e"amine the goods upon receipt and has BBBB days in which to notify seller of any claim for damages based on the condition, grade, $uality or $uality of the goods. Such notice must specify in detail the particulars of the claim. 0ailure to pro#ide such notice within the re$uisite time period constitutes irre#ocable acceptance of the goods. 6. Seller7s O%ligations =aragraph C. Hntil recei#ed by ,uyer, all ris5 of loss to the abo#e1described goods is borne by Seller. =aragraph 4. Seller warrants that the goods are free from any and all security interests, liens, and encumbrances. E. Attestation =aragraph .&. greed to this BBBBB day of BBBBB, in the year BBBBBBBBBBBB. /fficial Title!

,y! BBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBB

/n behalf of BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB, Seller I certify that I am authori2ed to act and sign on behalf of Seller and that Seller is bound by my actions. BBBBBB DinitialE

,y! BBBBBBBBBBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBBBBBBBBBBB

/fficial Title!

/n behalf of BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB, ,uyer I certify that I am authori2ed to act and sign on behalf of ,uyer and that ,uyer is bound by my actions. BBBBBB DinitialE D3/T @I ST J= ?E@EE KKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKKK

Standard Agency Agreement

A/ENC0 A/REE"ENT No. 8888 Location! BBBBBBBBB :ate LBBBBBBBBBLBBBM 6&&BB . Cyber=lat Joscow, hereinafter referred to as Nthe CompanyN, represented byBBBBBBBBBBBBBBBBBBBBBB, acting on the basis of the =ower of ttorney BBBBBBBBBB, on one hand, and BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB, hereinafter referred to as Nthe gentN on the other hand, (ointly referred to as Nthe =artiesN, ha#e entered into this greement on the following! 9. S4.:ECT "ATTER O' T5E A/REE"ENT .... The Company assigns and the gent assumes an obligation to attract, in the name and at the e"pense of the Company, the Jobile 3etwor5 /perator BBBBBBBBBBBB (hereinafter 11 Nthe J3/N), to enter into contracts with the Company on top1up re#enue collection operations for the J3/Os communications ser#ices (hereinafter 11 N@e#enue Collection ContractN). The Company shall pay a fee to the gent for fulfilling the abo#e specified assignment under the terms and conditions hereof. ..6. The assignment is deemed completed by the gent if the J3/, attracted by the gent in accordance with sub1clause ... hereof, has started re#enue collection operations through the Cyber=lat payment processing system, on the following conditions! ..6... minimum transaction limit is less than &.. HS dollar, ..6.6. commission for the internal top1up re#enue collection must not be less than the discount for prepaid cards, ..6.7. The J3/ allows the Company a direct gateway to its billing system. ;. O.L!/AT!ONS O' T5E PART!ES 6... The gent is liable to! 6..... Hpon the CompanyGs assignment and under the terms and conditions hereof, carry .&

out negotiations with the J3/, aimed at entering into the @e#enue Collection Contract to accept payments through the payment processing system operated by Cyber=lat according to the conditions of sub1clause ..6. 6.6. Submit ssignment @eports to the Company by the .'th day of each month, following the end of the latest calendar month. The gent understands that additional reports might be re$uested by the Company at any time. The legal form of additional reports may #ary. 6.7. The Company is liable to pro#ide the gent with all necessary information on operational conditions of the CompanyGs payment processing system. 6.8. ccept for e#aluation all ssignment @eports within ' (fi#e) wor5ing days from the date the report was recei#ed on. <. A/ENT7S 'EE AN6 PA0"ENT TER"S 7... The gentGs fee is 'P of the 3et @e#enue of the Company, recei#ed from the J3/. The fee will be paid in the normal course of e#ents within one month but in any case not later than within three months following the reported month. =. CON'!6ENT!AL!T0 8... The =arties underta5e obligations not to disclose information recei#ed in the course of mutual dealing being confidential for each of the =arties. The following is considered as confidential information! 1 information on cooperation conditions, strategic plans and tas5s of the =arties with respect to processing payments made for communication ser#icesQ 1 information on attraction of new legal entities to payment processing operationsQ 1 information on commercial terms of payment processing, pricing policy of the =artiesQ 1 information on the technologies (software) used to process payment transactions. 8.6. The =arties are obliged not to disclose information, specified in the sub1clause 8.. hereof, to the third parties, unless it is agreed to pro#ide the information to the third parties for the purposes of performing hereof and other agreements between the Company and the gent. 8.7. In case of termination hereof, the =arties are obliged not to disclose and not to use the information, specified in sub1clause 8.. hereof, in their own interests and*or interests of the third parties. >. RESPONS!.!L!T!ES O' T5E PART!ES '... =ursuant to the current legislation the =arties bear full responsibilities for failure to fulfill or inade$uate fulfillment of the obligations hereunder. ?. 6!SP4TES SETTLE"ENT ;... ll disputes and differences between the =arties, arising in the course of dealing, are to be settled by the =arties through negotiations. ;.6. If disputes and differences are not settled by negotiations, the dispute shall be sub(ect to settlement in the court at the CompanyGs location. @. AAL!6!T0 PER!O6 %... This greement shall ta5e effect from the moment the =arties sign the same and remains in force until BBBBBBBBBBBBBBBBB LBBBBB M 6&&BB . The latter is sub(ect to change, if any of the e#ents stipulated in sub1clauses %.6 and %.7, occurs. ..

%.6. The =arties agree that should there be no progress towards signing a =ayment cceptance Contract between the Company, or any affiliated company of CI,E@=L T )/@L:)I:E F@/H=, and the J3/ and before an actual @e#enue Collection Contract with the J3/ is signed, both reser#e the right to terminate this greement unilaterally. =rogress might be (udged by the J3/ as well in case of a court trial. n agreement termination is considered duly completed upon sending a written notice to the other partyGs location stated below. %.7. If the @e#enue Collection Contract with the J3/ is signed until the date specified in sub1clause %.., this greement shall last as long as the @e#enue Collection Contract with the J3/ remains #alid. 8. "!SCELLANEO4S C... The =arties understand that any change of the gentGs fee amount, specified in sub1 clause 7.. hereof, re$uires a supplementary agreement. C.6. If the address and*or ban5 details are altered, the responsible =arty shall immediately notify the other =arty thereof. C.7. ll amendments hereto will be #alid if they are made out in writing and signed by both. C.8. This greement is made out in 6 (two) original copies, one for each of the =arties. ll original copies hereof are identical and legally e$ual. C.' 0or the sa5e of pro#iding con#enience of financial settlements, the Company reser#es the right to transfer its contract obligations to any company of the CI,E@=L T )/@L:)I:E F@/H= with prior written notification of the other party pro#ided that the Company shall be liable for the fulfillment of the obligations by respecti#e affiliated company. B. LE/AL A66RESSES O' T5E PART!ES Co(pany Cyber=lat /pen Roint Stoc5 Company! )orld Trade Center, .6 Srasnopresnens5aya $uay., Joscow, .67;.&, @ussia mnoTcyberplat.com chainTcyberplat.com Agent#

E"PLO0"ENT AN6 LA.OR RELAT!ONS

LE/AL 'RA"ECOR3

Labor relations between employee and employer are regulated by in ivi $al e(ploy(ent contracts pursuant to La) no.8>=BD ate 99.E9.9BBB, and the La%or Co eD which was adopted in .44' and last updated :ecember 6&&C. s

.6

well, Law no.%%&7, dated ...&'..447 UOn Social !ns$rance in the Rep$%lic of Al%aniaV as amended and other normati#e acts apply.

National Co$ncil of La%or has been established, composed of go#ernment officials, trade unions and employers associations. s well, it has been completed a draft proposing a Social 4n erstan ing Pact, which ma(or goal is to impro#e social dialogue between the go#ernment, management and employees. lbania adheres to all basic international labor organi2ation con#entions protecting employeesG rights. Especially IL/.

T0PES O' E"PLO0"ENT CONTRACTS 6efinition! ccording to rticle .6 of the lbanian Labor Code, the employment contract is an agreement in between the employer and the employee which regulates their mutual relations and sets their mutual rights and duties.

Employment contracts can be efinite or in efinite perio of ti(e , but as a general rule employment contracts are signed for an in efinite perio of ti(e if the $ration is not specifie properly in the contract. labor contract may be concluded ver%ally or in )riting. The employee can perform o#ertime wor5, but the o#ertime wor5 per wee5 must not e"ceed 9E ho$rs, therefore the ma"imum of )or-ing ho$rs per wee5 is >E. Compensation of o#ertime wor5 is ;>F more than the salary applicable for normal wor5ing hours during normal wor5ing daysQ for o#ertime wor5 performed during public holidays or wee5ends, the compensation salary is >EF (ore.

lbanian law also recogni2es! 1 the gro$p e(ploy(ent contract, which is a contract made in between the employer and a group of employees as a whole, e#en if the first is considered as UseparatelyV engaged towards e#ery employeeQ 1 the partGti(e e(ploy(ent contract, which is the standard part1time contract internationally used! the employee wor5s a certain amount of hours or days, but in any case for less than the normal wor5ing schedule of the other employees who wor5 full time and under the same terms. The part time employee has the same rights, proportionally, as the other full1time employeesQ 1 the ho(e )or-ing e(ploy(ent contract is a contract which UimposesV to the employee to wor5 home, or in another place accepted by the employer, alone or helped by his*her family. The employee wor5ing home has the same rights as the employee wor5ing at the enterpriseGs placementQ .7

1 the co((ercial agent e(ploy(ent contract is a specific contract in which the commercial agent (employee) has the obligation to negotiate or conclude an agreement outside of the enterprise, in behalf and as per orders of the employer. It is not considered as a commercial agent the one who performs this acti#ity independentlyQ 1 the professional training e(ploy(ent contract, is a contract in which the UteacherV helps the UstudentV to $ualify according to professionsG rules and the UstudentV wor5s for the UteacherV in order to $ualify. PRO.AT!ONAR0 PER!O6 In case of indi#idual employment contracts for in efinite perio of ti(e, the first three months of wor5 are considered probationary period. probationary period may not be imposed in cases where the parties ha#e entered into an agreement to perform the sa(e )or- previo$sly. :uring this period any of the parties may terminate the contract upon at least > ays )ritten notice. TER"!NAT!ON O' T5E E"PLO0"ENT CONTRACT fter the probation period, when the employer decides to dismiss an employee, he must notice the employee in writing at least @; ho$rs before in#iting him to a meeting. This meeting must be held to permit to the employer to discuss with the employee the reasons of the termination and to gi#e the employee the possibility to e"press his opinion. 3otice of Termination is pro#ided in writing within =8 ho$rs to one )ee- after this meeting. 3otice to terminate the contract must be pro#ided one month in ad#ance during the first year of wor5, two months for the second year through the fifth year of wor5 and three months for more than ' years of wor5. In case one of the parties terminates the contract without respecting the notice period, the termination will be considered as a termination with immediate effect. TER"!NAT!ON 'OR :4ST CA4SE The employer and the employee may, at any time, terminate the contract immediately for (ust cause. The employer may dismiss an employee for (ust cause only when the employee acted in a grossly negligent manner, especially when he repeatedly #iolates the

.8

discipline and the instructions, in spite of the warning of the employer. There are certain procedures determined by the lbanian Labor Code. LAC3 O' :4ST CA4SE The co$rt decides whether a cause e"isted to terminate the agreement. In case the employer terminates the employment agreement without (ust cause, the employee has the right to file a lawsuit with the court against the employer )ithin 98E ays fro( the date the notice period for termination has e"pired. The employer who has terminated the employment agreement not for a (ust cause can be condemned by the court to indemnify the employee with $p to one year )age an the salary the e(ployee should ha#e recei#ed during the notice period. TRA6E 4N!ONS AN6 COLLECT!AE CONTRACTS

The right of employees to form trade unions is e"plicitly pro#ided by both the Labor Code and the .44C Constitution, which, among others, guarantee the right of stri5e. The members could be employees, pensioners and unemployed persons. t least twenty persons are re$uired to form a trade union. Trade unions can be organi2ed in federations and confederations. The by1law of trade union should be deposited in Jinistry of Labor, Social ffairs and E$ual Chances Collecti#e contracts are permitted between one or more employers on one side and one or more trade unions on the other. HnionGs collecti#e representation of employees should be formed on the base of decision ta5en by the ma(ority of employees.

/nce signed, the collecti#e contract binds all employees regardless of whether they are or are not members of the trade union. )hen an employer transfers a business, the transferee is bound by the contract for its duration.

)hen a dispute arises, both the employer and the employee ha#e the right to go to a @econciliation /ffice or to Court. The @econciliation /ffice is a special institution focusing on alternati#e dispute resolution. E"PLO0"ENT TAH AN6 SOC!AL !NS4RANCE

.'

The .44C Constitution pro#ides e"plicitly that e#ery citi2en has the right to social insurance during old age, when he*she is unable to wor5 or is (obless for reasons independent of his*her #olition, under the conditions pro#ided by law. In particular, the Labor Code reaffirms the employerGs general duty to withhold both indi#idual income ta"es and social and health insurance contributions. ?owe#er, the specific withholding re$uirements are defined in #arious laws, which establish in detail the ta"es and contributions of social insurance. The ta"es and contributions must all be reported and paid on a monthly basis. ccording to Law no. %%&7*.447 On Social Security in the epublic of Albania! and Law no. %C%&*.448 On "ealth Security in the epublic of Albania! as amended, employers and employees are re$uired to ma5e compulsory contributions to the social and health care security system . The minimum wage in lbania is LL .C &&& (Euro.7.) per month, for .%8 normal wor5ing hours. This is a new le#el of minimum salary, accorded by :ecision of Council of Jinisters no.44', dated &6.&%.6&&C. @ecently, the =arliament adopted Law 3o. .& 67%, dated .C.&6.6&.& On health and safety in the wor#ing place!, which introduces an obligatory insurance concerning harms and damages during wor5 hours. 'ORE!/N COR3ERS !N AL.AN!A ccording to Law no.44'4*6&&C U/n 0oreignersV, foreign wor5ers and entrepreneurs who intend to operate in lbania, must hold both a resi ence per(it an a )orper(it, which are issued by the competent authorities. The law pro#ides a fine in case foreign citi2ens reside or wor5 in the @epublic of lbania without permission. To obtain the residence permit a number of documents are re$uired, wor5 permit being the most important. /ther documents may be obligatory in specific cases. RHST @E : authori2ation to conduct humanitarian or religious acti#ities the documentation pro#ing the status of refugee the family status demonstrating the relationship with an lbanian citi2en or the documentation pro#ing the status of foreign student in lbania. 0oreign citi2ens who e"ercise their acti#ity in lbania (entrepreneurs, employers, employees, consultants and professionals) must hold the abo#ementioned wor5 permit. The decision of the Council of Jinisters no.;C&*.44' as well as Law no.C846*.444 specifies the wor5 permit is issued to foreign citi2ens by local authorities or the Jinistry of Labor and Social Issues, along with the submission of a number of documents. .;

RHST @E : RES!6ENCE PER"!T 'OR COR3 REASONS ccording to Law no.44'4, residence permit under the moti#ation of wor5 permit is issued after the submission of the following documents! .. written re$uest of the applicant, where the he specifies the reason of coming and the e"act address of residence in lbaniaQ 6. =assport, with which the applicant regularly entered lbania, as well as the photocopies of the following documents, duly notari2ed! a. passport pages which contain important information (page which contains picture and generalities of the holder)Q b. passport page which contains the date of limit of #alidity of the passportQ c. lbanian #isaQ d. seal of entrance in lbania. 7. Criminal Certificate issued by the responsible authority of the country of origin of the applicant (no older than 7 months) or of the country of legal residence of the last ; months. This document must be legali2ed by the lbanian Consular /ffice which deli#ered the #isa of the applicant, and by the Legal Consular and Treaties :irectory in the Jinistry of 0oreign ffairs. /r, it must ha#e the seal apostil, for those countries which ha#e signed with lbania a memorandum in this senseQ 8. Letter by the Consular /ffice of the country of origin or the =olice :epartmentQ '. @ent contractQ ;. 0amily certificate, translated and notari2edQ %. Two photos 7.' " 8.'Q C. 0inancial guaranty*ies, such as! notari2ed photocopies of the legal documents which permit e"ercising an economic acti#ity (license, 3I=T, registration at 3@C, )or5 permit), ban5 guaranties etc.Q 4. Certificate by the employer and wor5 contractQ .&. Jedical report. RHST @E : S4.:ECTS EHE"PTE6 'RO" T5E COR3 PER"!T REI4!RE"ENT The law pro#ides that certain categories of foreign citi2ens are e"empt from the wor5 permit. These are, in particular, the following! W representati#es of the diplomatic representati#e offices of the international organi2ations with a diplomatic status, as well as employees of these representati#e officesQ W representati#es of non1profit go#ernmental organi2ationsQ W e"ecuti#e directors and important employees of foreign companies who e"ercise an acti#ity or ha#e the intention to e"ercise an acti#ity in lbaniaQ W employees and other professionals of a foreign company, who wor5 for the company branch or affiliate in lbaniaQ W specialists in the framewor5 of the bilateral and multilateral agreementsQ .%

W the staff of inter1border human and goods transportationQ W lecturers, members of scientific staff, uni#ersity professors, members of scientific staff, of pri#ate scientific organi2ations, if there is a public interest gi#en their particular 5nowledgeQ W representati#es of mass media, correspondents or reporters who are employed by a foreign employerQ and, W uni#ersity students ta5ing part in a summer e"change based on the respecti#e agreements.

!NTELLECT4AL PROPERT0
LE/AL 'RA"ECOR3 The intellectual property statutory legislation in @epublic of lbania is mainly represented by two legislati#e bac5bones and specifically Law no. 448%, dated 6%.8.6&&C On Industrial Property (Law on Industrial =roperty) and Law no. 47C&, dated 6C.&8.6&&' On Copyright and Related Rights (Law on Copyright). In addition to that, lbania has adhered in a series of international conventions and treaties established for the protection of copyright and related rights as well as industrial property rights which can be reported as enhancing the legal intellectual property infrastructure capacity in lbania. Such capacity, to our opinion, has significantly increased by a #ery persistent wor5 of the public authorities in charge of the protection of the intellectual property rights and respecti#ely lbanian State Copyright /ffice ( SC/) and the lbanian =atent and Trademar5 :irectorate ( L=T/). In 6&&7, the Fo#ernment of lbania passed an anti1piracy Law no. 4.68, dated 64.&%.6&&7, amending the e"isting Law no. C8.&, dated 7&.&4..44C X/n =ublic and =ri#ate @adio Tele#ision, which re$uired tele#ision stations to broadcast only those programs which were duly licensed for broadcasting purposes. The law was successful in forbidding the broadcasting of pirated mo#ies and programs, howe#er, it did not co#er satellite or cable tele#ision programming. In order to fill in the loophole in the legislation and regulate ade$uately digital broadcasting, in 6C.&'. 6&&% =arliament appro#ed the Law no. 4%86, on U:igital ,roadcastingV s regards legislati#e de#elopment, lbania ratified the "ague Agreement of $%&' on $% February ('') and ratified $%%% *eneva Act on (+ ,arch (''' on the international registration of industrial designs. LAC ON COP0R!/5T

.C

Law on Copyright protects written wor5s including computer programsQ lectures, addresses, sermons and other orally e"pressed wor5sQ musical wor5s with or without accompanying te"tQ dramatic or dramatic1musical wor5sQ audio#isual wor5sQ choreographic wor5s and pantomimesQ wor5s of fine arts! drawings, paintings, sculptures, engra#ings and lithographyQ architectonic wor5sQ photographic wor5sQ wor5s of applied artQ illustrations, maps, plans, s5etches and three1dimensional wor5s related to geography, topography, architecture and science, as well as to unregistered designs and the te"tile models are co#ered.

Fenerally, the moral rights of a wor5 are protected fore#er and economic rights for the authorOs life plus %& years after his*her death. 0or nonymous or =seudonymous )or5s, rights are protected for %& years from the first day of the first legal publication of the wor5, unless the true author is identified, and then the general term is applied, being the life of the author plus %& years. 0or photographic or audio#isual wor5 that is of (oint authorship, this is protected for %& years from the day this wor5 is legally offered to the public or, if ne#er deli#ered to the public, for %& years from the day of the production of the wor5, i.e. %& years after its creation.

'REE 4SE Hse of Copyright that does not re$uire fees and payment as well as the authorGs authori2ation, in the following areas! a) reproduction for personal useQ b) reproduction in the form of citationQ c) use for teaching purposesQ d) reproduction within Libraries and rchi#es for ser#ices relates strictly with rele#ant ser#icesQ e) reproduction for (udicial and administrati#e up the e"tent re$uired to that purpose and $uoting the source of the wor5 and its authorGs nameQ f) use for the purpose of pro#iding information to the public.

COP0R!/5T O''!CE The SC/ is currently operational and wor5s closely with local associations of collecti#e administration such as L, HT/@, which protects music copyrights, and the 0oundation for the =rotection of udio#isual)or5s (0= ) which protects the copyrights of audio#isual wor5s. In 6&&;, the 3ational Council of @adio and Tele#ision (3C@T) signed a memorandum of understanding with the 3ational Cinematography Centre (3CC) aimed at fighting piracy and obser#ing international copyright law. .4

LAC ON !N64STR!AL PROPERT0 Hnder the Law on Industrial =roperty are protected in#entions and utility models, trademar5s and mar5s of ser#ices, industrial designs and appellations of origin. The in#entions are protected #ia the patents and the utility models issued by the L=T/. The industrial designs, trademar5s and mar5s of ser#ices and the geographical indications are protected through the registration with L=T/. The protection granted by L=T/ for the industrial designs does not e"empt other rights pro#ided by law and especially those rights granted as per the Law on Copyright and their related rights. !N64STR!AL PROPERT0 O''!CE L=T/ has significantly enhanced its acti#ity to the benefit of the protection of the industrial property rights which has (ust recently culminated with the appro#al by the lbanian =arliament of a ne) La) on !n $strial Property which has considerably contributed to the appro"imation of the lbanian industrial property legislation with the ac-uis communautaire. The L=T/ ha#e been restructured, and registration and administration of patents, trademar5s and industrial designs has been computeri2ed. This has impro#ed the processing of applications and the supply of any rele#ant information. The abo#e institutional framewor5 is empowered by an institutional structure composed of the Jinistry of Culture, Tourism, Jinistry of Economy, Trade and Energy, Jinistry of 0inances, Jinistry of Rustice, Feneral :irectorate of Customs, Jinistry of Education and Science, 3ational Council of @adio and Tele#ision, Courts and =rosecutors office throughout the country. The competencies granted by law to the abo#e state institutions are of administrati#e, (udicial and legislati#e nature. RHST @E : !NTERNAT!ONAL A/REE"ENTS !N T5E 6O"A!N O' !NTELLECT4AL PROPERT0 lbania is a signatory party, amongst others, of the following international agreements on Intellectual =roperty @ights! W Con#ention implementing )orld Intellectual =roperty /rgani2ation ()I=/), member since Rune .446Q W =aris Con#ention on =rotection of Industrial =roperty, member since /ctober .44'Q W ,erne Con#ention on Literary and rtistic )or5s, member since Jarch .448Q W =atent Cooperation Treaty, member since /ctober .44'Q W Jadrid greement on International @egistration of Jar5s, member since /ctober .44'Q W @ome Con#ention (=erformers, =roducers of =honograms and ,roadcasting /rgani2ations), member since 0ebruary 6&&&Q W )I=/ =erformances and =honograms Treaty ()==T), member since 0ebruary 6&&.Q W )I=/ Con#ention on Copyright Law, member since :ecember 6&&.Q 6&

W Jadrid =rotocol (International @egistration of Jar5s), member since Ruly 6&&7Q W ,udapest Treaty on ,iodi#ersity, member since September 6&&7Q W ,udapest Treaty on International @ecognition of the :eposit of Jicroorganisms for purposes of =atent procedure, member since September 6&&7Q W Con#ention on =rotection of phonogram producers against their unauthori2ed reproduction, since Jarch 6&&&Q W 3ice greement concerning the International Classification of Foods and Ser#ices for the purposes of the @egistration of Jar5s, member since September 6&&7Q W International Con#ention for =rotection of new Yarieties of =lants, since Jay 6&&'Q W ?ague greement (International :eposit of Industrial :esigns), member since Jarch 6&&%Q W Strasbourg greement (International =atent Classification), member since Ruly 6&&%Q W European =atent Con#ention, member since /ctober 6&&4Q W Treaty on the Law of =atents, member since /ctober 6&&4. OverallD Al%anian la) protects copyrightsD patentsD tra e(ar-sD sta(psD (ar-s of originD an in $strial esigns. Enforce(ent of property rights in Al%ania re(ains an evolving iss$e.

REAL ESTATE AN6 PROPERT0 R!/5TS

P4.L!C PROPERT0 Law 3o. C%87, dated 66.&6.6&&. On the *overnments property! ma5es a distinction between the stateGs property and public property 1 the latter includes the properties owned by the state which are functional and indi#isible from the state and are considered of public interest. =ublic properties are transferred or gi#en in use as per the terms and limits established by special laws. =roperties which are not considered as public, if not sub(ect to special laws, ha#e the same legal status to that applicable to pri#ate property. rt. 7 of Law 3o. %4C&, dated 6%.&%..44', On land purchase!, pro#ides that no transfer of property ownership can be made on public land, until the compensation of former owners is o#er. ?owe#er, there is a #ery important e"ception to this rule! under section 7 * b) of Law 3o. %4C&, the Council of Jinisters may decide to sell a free public land if the planned in#estments to be made in that same land is #ery important for the interest of country. The sale price is established by :ecision of the Council of Jinisters. REAL ESTATE RE/!STRAT!ON The law regulating real estate in .state!. lbania is Law no. %C87 On egistration of eal

6.

The central competent authority for registration of real estate is the Central /ffice of @eal Estate @egistration, on which rely all the se#eral Offices of Real Estate Registration, administrati#ely allocated all o#er the lbanian territory. In case the real estate is registered for the first time, the competent /ffice registers it temporarily for 8' days, gi#ing to all e#entual interested persons the time to submit claims or re$uests to the relati#e /ffice. Accor ing to the Al%anian Civil Co eD real estate shall not %e s$%&ect to any transaction if not registere )ith the Real Estate Register. Important data will compulsorily be registered with the @egister of @eal Estate within 7& days from the e"ecution, as! position of property (plans) and relati#e bordersQ date of registration as well as relati#e deed of ownership ac$uisitionQ identity of the ownerQ mortgage, lease, right to use the property or other similar right connected to the property, which is transferred from the owner to a third party. If no claims are submitted, the property is permanently registered. In case of claims which donGt result in agreements, the competent court shall rule the dispute, with the obligation for the /ffice to register the dispute in action and the competent court scrutini2ing. CO"PENSAT!ON O' 'OR"ER EHPROPR!AT!ONS In 6&&; the lbanian =arliament amended the Ruly 6&&8 law on property compensation and restitution. The law aims to resol#e competing land ownership claims resulting from communist1era e"propriation of land. There are no significant legal changes other than transferring the authority responsible for the implementation of the entire legal process to a newly established agency. lso, the amount of land $ualifying for restitution increased from ;& to .&& hectares. nother important change was the e"tension of the deadline for filing property compensation and restitution re$uests, which was :ecember 7., 6&&C. 3o re$uests will be accepted after the deadline. The entire set of restitution compensation clai(s is expecte to %e resolve )ithin ;E9=. The F/ has presented three methods of compensation for e"propriation claims! .) restitution, 6) compensation of property with similarly #alued land in a different location 7) cash settlement*financial compensation. The successful implementation of the restitution process is an important challenge for the go#ernment and is 5ey to future economic de#elopment.

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ACI4!S!T!ON O' LAN6 .0 'ORE!/NERS ccording to Law no. %4C&, dated 6%.&%..44' On the Ac-uisition of /and!, for what it concerns legal persons, foreign in#estors are entitled to lease land in state1owned areas. /n the other hand, for what it concerns natural personsQ they ha#e no right to buy land in lbania. 3onetheless, e#en for the legal persons, there are restrictions on the ac$uisition of land. Thus, foreign persons may ac$uire land in lbania if the in#estment they ma5e in such land e"ceeds of three times the #alue of the land itself

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