《合同法》第261条(工作成果的交付与验收)评注

承揽工作未必能够现实交付,因此不能一概认为承揽人履行债务以交付工作成果为必要。验收是定作人的权利;在满足验收条件的前提下,定作人有验收义务。验收以定作人认可工作基本符合合同为核心内容,还包括可能情况下的实体受领。除了典型的验收外,还有一些特殊的验收如部分验收、定作人行使任意解除权后的验收、以及拟制验收。验收义务的发生前提是工作完成。不合理的拒绝验收,既发生债务人迟延,又产生受领迟延的效果。验收后,承揽人履行阶段终结,报酬请求权到期,价金风险和瑕疵证明责任转移于定作人。

Comment to Article 261 of Contract Law of the PRC(Handover and Acceptance of the Work)

Contracted work may not be delivered realistically,so it cannot be generalized under the consideration that the contractor’s delivery of work is the precondition for the performance of the debt. The ordering person possesses the right of acceptance. Under the premise of meeting the acceptance conditions,the ordering person has the obligation of conducting the acceptance. The core content of the acceptance is to approve by the ordering person that the accepted work is basically in accordance with the contract,which may also include the physical receipt of the entity where possible. In addition to typical acceptance,there are some special types of acceptance,such as partial acceptance,acceptance after the ordering person’s exercise of the right to cancel,and fictional acceptance. The prerequisite for the acceptance obligation is the completion of work.Unreasonable refusal to accept incurs delaying effects on both the debtors and the reception. After acceptance,the contractor’s performance phase ends,the right to claim remuneration expires,and the liability for price risk and defect certification is transferred to the ordering person.