Sale contracts of property according to Vietnam Civil Code

Sale contracts of property are very popular contracts. Let’s find out this issue with Lawyer X through th following situation: “Dear Lawyer! I want to ask what does sale contract mean under Vietnam law? What are legal regulations on this kind of contract in Vietnam? Thanks for answering me!”

Legal grounds

• 2015 Vietnam Civil Code

What is sale contract of property?

Sale contract means an agreement between parties whereby a seller is obligated to transfer the ownership rights of property to the purchaser and the purchaser is obligated to make a payment to the seller.

Sale contracts of houses or sale contracts of houses for other purposes shall comply with Vietnam Civil Code, the Law on Housing and relevant laws.

Subject matter of sale contracts

Each property prescribed in Vietnam Civil Code may be the subject matter of a sale contract. If a property is banned or restricted from transfer as prescribed by laws, it shall become a subject matter of a sale contract if it complies with the regulations of such laws.

The property is under ownership of the seller and the seller has the right to sell it.

Quality of objects for sale

The quality of an object for sale and purchase shall be as agreed by the parties.

Where the quality of an object has been proclaimed or is provided by a competent authority, the quality of the object agreed by the parties shall not be lower than the quality proclaimed standard or the stipulations of the competent authority.

Where parties have not agreed on or agree unclearly on the quality of the object for sale, its quality shall conform to requirements pertaining to quality of the object proclaimed or prescribed by a competent authority or by industry standards.

If there is no quality standard, regulations of a competent authority and industry standard in terms of an object for sale, its quality shall be determined according to normal standards or separate standards in conformity with the purposes of entering into contract and as prescribed in the Law on consumers’ right protection.

Price and method of payment

– Price shall be as agreed by the parties or as determined by a third person at the request of the parties. With respect to property in a transaction for which a competent authority has provided price and method of payment, the parties shall reach an agreement in accordance with such regulations.

– Where parties reach no agreement or reach an agreement with unclear terms about price and method of payment, the price shall be determined according to the market price and the method of payment shall be determined according to the customary practice at the time and place of entering into the contract.

Time limits for performance of sale contracts

– The time limit for performance of a sale contract shall be as agreed by the parties. The seller must deliver the property to the purchaser at the agreed time. The seller may only deliver the property prior to the time limit with the consent of the purchaser.

– Where the parties have not agreed on a time limit for delivery of the property, the purchaser has the right to demand, at any time, the seller to deliver the property and the seller also has the right to demand, at any time, the purchaser to accept the property, but the parties must give an advanced reasonable notice to each other.

– The purchaser shall make the payment according to the agreed time. Where the parties have no agreement or have an unclear agreement on the time limit for payment, the purchaser must pay immediately upon receipt of the property or documents proving the ownership of the property.

Place for delivery of property

The place for delivery of the property shall be as agreed by the parties. If there is no agreement, Clause 2 of Article 277 of Vietnam Civil Code shall apply.

Method for delivery of property

– Property shall be delivered by the method as agreed by the parties. If there is no agreement on the method for delivery of the property, the property shall be delivered at one time directly to the purchaser.

– If the parties agreed that the seller shall deliver property to the purchaser many times, but the seller violates obligation of delivery in a certain time, the purchaser may cancel the part of contract related to such violation and claim compensation.

Liability in respect of delivery of objects in incorrect quantities

– Where a seller delivers objects in a quantity which is more than that agreed, the purchaser has the right to accept or not to accept the excess. If it accepts the excess, payment shall be made in accordance with the agreement on the excess.

– Where a seller delivers objects in a quantity which is less than that agreed, the purchaser has one of the following rights:

+ Accept the amount delivered and set a time limit for the seller to deliver the amount outstanding;

+ Accept the amount delivered and demand compensation for damage;

+ Cancel the contract and demand compensation for damage if the violation prevents the purchaser from achieving the purposes of enter into the contract.

Liability in respect of delivery of incomplete integrated objects

– Where an integrated object is delivered incomplete, thereby rendering the object unusable, the purchaser has one of the following rights:

+ Accept the object and demand the seller to deliver the remaining parts, demand compensation for damage, and postpone payment in respect of the parts received until the missing parts are delivered;

+ Cancel the contract and demand compensation for damage.

– Where a purchaser has paid for, but not yet accepted, the delivery of an incomplete integrated object, the purchaser shall be paid interest on the amount pre-paid as agreed by the parties provided it does not exceed the interest rate prescribed in Clause 1 Article 468 of Vietnam Civil Code. If the parties do not agree the interest rate, Clause 2 Article 468 of Vietnam Civil Code shall apply and the purchaser may demand the seller to compensate for damage due to the delivery of the incomplete integrated object from the time when the contract is required to be performed to the time when the complete integrated object is delivered.

Liability in respect of delivery of objects of incorrect type

Where an object delivered is of an incorrect type, the purchaser has one of the following rights:

– Accept the object and pay the agreed price;

– Demand delivery of an object of the correct type and compensation for damage;

– + Cancel the contract and demand compensation for damage if the delivery of incorrect type prevents the purchaser from achieving the purposes of enter into the contract.

With regard to an object including many types, if the seller fails to deliver it in conformity with the agreement, the purchaser may cancel the part of contract related to such object and claim compensation.

Obligation to make payment

– A purchaser must pay the full price at the agreed place and time.

– If the parties only agree on time limit for delivery of object, the time limit for payment shall be determined equivalent to the time limit for delivery of object. If the parties do not agree on time limit for delivery of object and payment, the purchaser must make payment upon the receipt of the object.

– If the purchaser fails to make payment, he/she/it must pay interest on the late payment as prescribed in Article 357 of Vietnam Civil Code.

Transfer of risks

– The seller shall bear all risks of the property until the property is delivered to the purchaser, the purchaser shall bear all risks of the property from the time of acceptance of the property, unless otherwise agreed or prescribed by law.

– Where the law requires that ownership rights with respect to property which is the subject matter of a contract for sale and purchase must be registered, the seller bear all risks until the completion of the registration procedures and the purchaser bear all risks from the completion of the registration procedures, unless otherwise agreed.

Transport costs and costs related to transfer of ownership rights

– Transport costs and costs related to transfer of ownership rights shall be agreed by the parties, unless otherwise prescribed by law.

– Where the parties do not reach an agreement or reach an unclear agreement on transport costs and costs related to transfer of ownership rights, those costs shall be determined according to the costs proclaimed or prescribed by a competent authority or industry standards.

– If there is no basis prescribed in Clause 1 and Clause 2 of Article 442, the transport costs and costs related to transfer of ownership rights shall be determined according to normal standards or separate standards in conformity with the purposes of entering into contract.

– Where the parties have not agreed on and the law does not provide transport costs and costs related to transfer of ownership rights, the seller shall be liable for the costs of transportation to the place of delivery of the property and the costs related to the transfer of the ownership rights.

Obligation to provide information and instructions for use

A seller has the obligation to provide a purchaser with necessary information on the property for sale and instructions on the use of the property. If the seller fails to perform this obligation, the purchaser has the right to require the seller to perform such obligation within a reasonable time limit and, if the seller still fails to perform such obligation that prevents the purchaser from achieving the purposes of entering into the contract, the purchaser has the right to cancel the contract and demand compensation for damage.

Assurances as to ownership rights of purchasers with respect to purchased property

– A seller has the obligation to assure that the ownership rights with respect to the property sold to a purchaser are not disputed by a third person.

– Where ownership rights with respect to property are disputed by a third person, the seller must support the purchaser in protecting the interests of the purchaser. If a third person has the ownership rights with respect to all or part of the property for sale and purchase, the purchaser has the right to cancel the contract and require the seller to compensate for damage.

– Where a purchaser knows or should know that property for sale and purchase is under the ownership of a third person but, nevertheless, purchases the property, the purchaser must return the property to the owner and does not have the right to demand compensation for damage.

Assurances as to quality of objects for sale

– A seller must assure the utility value or the characteristics of the object for sale and purchase. If, after having purchased an object, a purchaser discovers defects which cause the object to lose its value or diminish its utility value, the purchaser must notify the seller immediately of such defects and has the right to require the seller to repair or replace the defective object with another object, to reduce its price and to compensate for damage, unless otherwise agreed.

– A seller must assure that an object for sale corresponds to descriptions on any package, to any trademark or to any sample selected by the purchaser.

– A seller shall not be liable for any defect of an object in the following cases:

+ Where the purchaser knew or should have known of the defect at the time of purchase;

+ Where the object was sold at an auction or a second-hand shop;

+ Where the purchaser was at fault for causing the defect.

Warranty obligation

If agreed by parties or provided by law, a seller has the obligation to provide a warranty for the object for sale and purchase for a certain period, hereinafter referred to as the warranty period.

The warranty period shall be calculated from the time when the purchaser has the obligation to accept the object.

If a purchaser discovers a defect in a purchased object during the warranty period, it has the right to require the seller to repair the object free of charge, or reduce its price or replace it with another object, or it has the right to return the object in exchange for a refund.

Please see more:

• Instructions for exclusive registration of company logos in Vietnam
• Service of changing the legal representative of Vietnamese enterprises

Services of Lawyer X

Prestigious professional services: Firstly, the team of consultants and consultants for many years in the field of civil status, and customer support.

On-time: Certainly, with the motto “Get your lawyer right at your fingertips”, we ensure the service always performs on time. The rights and interests of customers always come first.

Cost: Besides, Lawyer X’s service costs are highly competitive; depending on the nature of the particular case. So, we want our guests to have the best possible service experience. Therefore, costs which guaranteed to be the most suitable and economical for customers.

Confidentiality of client information: Finally, all personal information of clients Lawyer X will be 100% confidential.

If you need any further information, please contact  LSX Law firm: at +84846175333 or Email: [email protected]

Frequently asked questions

Conclusion: So the above is Sale contracts of property according to Vietnam Civil Code. Hopefully with this article can help you in life, please always follow and read our good articles on the website: lsxlawfirm.com