Lawyer X is pleased to introduce to you to draft a Goods Sale Contract to meet the needs of the client.
Legal grounds
Civil Code 2015
Commercial Law 2005
What is a contract of sale of goods?
A contract is first understood as an agreement between the parties on the rights and obligations arising when participating in civil, commercial, labor relations, F, or goods sale and purchase contracts, specified in Clause 1 of this Article. The 2015 Civil Code is as follows: “A contract for the sale of goods is an agreement between the parties whereby the seller transfers the goods with the same ownership rights to such goods to the buyer, and the purchaser is responsible for receiving the goods. goods and is obliged to pay the seller, the delivery and payment must be made according to the time, place and method agreed in the contract.”
Thus, for a sale and purchase contract, there will be a transfer of property ownership and receipt of money corresponding to the value of the goods.
Terms required when drafting a contract of sale of goods
A contract can contain a lot of terms expressing the object, subject, rights, and obligations of the parties, etc. Particularly for the type of contract for the sale of goods, the following basic terms are required:
a. Terms about the subject of the contract of sale of goods
This is a clause often at the beginning of a contract that identifies the identity by basic information of the parties to the contract. Therefore, the clause should clearly state such details as business name, head office address, name and position of the legal representative, enterprise code, and bank account number used for the transaction. … according to the Certificate of Business Registration or the Certificate of Investment.
b.Terms on the subject matter of the goods sale and purchase contract
The object of the contract is the property that the parties agree to buy and sell. However, you don’t have to like to sell anything. The goods here must be goods that are not prohibited by law from trading. The parties shall specify the quantity and quality of goods purchased and sold. The more detailed this provision is, the fewer disputes the contract will encounter.
c. Price terms in the contract of sale of goods:
Price is a very important provision in all types of sales contracts. It prescribes the financial rights and obligations of the parties. The contract price should clearly state the total value and price of each unit. Regulations on the payment unit in Vietnam dong, except for some cases where the State allows the use of foreign exchange in the Vietnamese territory.
d. Terms of payment method and time in the contract of sale of goods
After reaching an agreement on the price, the parties will continue to agree on terms of method and time. Select payment method by cash or bank transfer. Additional guarantees may be negotiated to secure payment obligations.
đ. Terms of time, place of delivery of goods
The time and place of delivery of goods may vary depending on the needs, goods, and agreements of the parties. This is a pretty flexible provision. However, depending on the different types of goods, the term of use is long or short and the parties agree to perform the obligation to deliver the goods.
e. Terms of legal rights and obligations of the parties
In this Article, the parties agree on the rights and obligations when arising the goods sale and purchase relationship. Such as:
Rights and obligations of the seller:
The seller is not responsible for any defects in the goods if at the time of entering into the contract the buyer knew or ought to have known about such defects;
During the period of the claim, the seller shall be liable for any defect in the goods that existed before the time when the risk was transferred to the buyer, even if such defect was discovered after the time of transfer of risk;
Have the right to demand payment of the contract.
Rights and obligations of the buyer:
The seller shall be liable for defects in the goods arising after the time of transfer of risk if such defect is caused by the seller’s breach of contract.
The buyer is responsible for payment and receipt of goods on time as agreed.
f. Terms of violation penalty
For this clause, the parties must anticipate possible situations due to the parties’ violations affecting the performance of the contract. For example, the buyer’s liability for non-payment, or the seller’s liability for not delivering the contract goods.
The failure to unilaterally change or cancel the contract, the party who fails to perform or unilaterally suspends the performance of the contract without plausible reasons will be fined. However, this fine cannot exceed 8% of the value of the breached contract.
In addition, the parties can detail the fines for violations of quality, quantity, time, location, payment, warranty, etc.
g. Terms of contract performance:
The duration of the contract is quite important in the case of goods with limited time to use or to meet the needs of the parties. The parties need to specify the time of entry into force and termination, or the arising grounds leading to the termination of the contract.
h. Terms of Contract Termination
The parties need to stipulate the cases in which the party has the right to unilaterally terminate the contract. These cases may be due to the agreement of the parties, force majeure events, or inability to perform the contract. In this clause, the parties need to specify in detail the cases to unilaterally terminate the contract. Because it is also related to liability due to violation of the performance of obligations.
Force majeure here means events that occur objectively, unforeseeable, and irreparably, despite taking all necessary measures within the capacity, one of the Parties still cannot be able to perform its obligations under this Agreement; including but not limited to: natural disaster, fire, flood, war, armed government intervention, obstruction of transportation and other similar events. When this is the case, the parties are not responsible for the failure to perform the contract
i. Terms of Confidentiality
The information confidentiality agreement is a form of agreement between the contracting parties committing not to disclose business secrets and information to anyone without the consent of the parties. The purpose of this agreement is to protect business secrets, and exclusive commercial advantages… that the parties have spent effort and expense to build.
The breach of this obligation will make the parties responsible before the law and to the infringed party.
m. Terms of Contract Dispute Resolution Method
The occurrence of a dispute is something that neither party wants when signing a contract. During the performance of the contract, if there is any problem from any party, the two parties will jointly solve it in the spirit of cooperation. In case the two parties cannot resolve the matter by themselves, the two parties agree to bring the settlement to a competent court. The court’s decision is final and binding on the parties. The losing party must bear all costs of dispute settlement.
Related article:
- What is the legal object of the loan contract in Vietnam?
- Change the type of labor contract in Vietnam
- Regulations of Vietnamese law on goods sale and purchase contracts
Drafting service of house rental contract of Lawyer X
– Lawyers advise on legal procedures for drafting goods sale and purchase contracts for customers and answering questions about administrative procedures for customers.
– Consulting on transactions, negotiating Goods purchase and sale contracts
– Interact to make reasonable legal terms in the contract.
– Helping customers understand the current legal regulations in buying and selling, transact, ions, and actual processes at notary offices, Hanoi land registration office.
– Advice on all taxes and fees that customers have to pay when buying and selling goods
– Consulting on cases where customers are exempt from taxes, fees,s, and ways to reduce taxes.
– Lawyers draft a complete goods sale contract and hand over the results to the client. Lawyer X will support and hand over to you to complete his legal services.
What do businesses get from using our services?
Choosing a law office out of many law offices forces you to find out for yourself why you choose that office. With Lawyer X, coming to us, Clients will get:
– Commitment to the confidentiality of all information, the confidentiality of customer information, contract content…
– Avoid legal risks arising in the process of drafting a contract due to a lack of understanding of legal provisions, leading to the possibility of being sued.
– Experience in handling disputes and lawsuits related to civil contracts is an important factor in helping each lawyer discover legal limitations in the terms of the contract.
– Time-saving, reasonable price, guaranteed on time according to a service contract agreement
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