In the history of human development, the exchange of goods gradually appeared and became a popular activity serving the needs of daily life, production, and consumption. The market economy appeared, the exchange of goods developed. For that reason, sales contracts are becoming more and more necessary. So what are the provisions of the law on contracts for the sale of goods? Today, LSX Lawfirm will give you an article about “Regulations of Vietnamese law on goods sale and purchase contracts”, as follows:
Legal grounds
Civil Code 2015
Regulations on entering into contracts for the sale of goods
Proposing to enter into a purchase and sale contract
An offer to enter into a contract is essentially a unilateral legal act of a subject, with the content expressing his intention to enter into a contract with another subject under certain conditions. From the provisions of Article 390 “Civil Code 2015”, it can be defined that an offer to enter into a contract in commerce is a clear expression of the intention to enter into a contract and to be bound by this proposal of the offeror. proposal to the specifically identified party. In principle, the form of the contract offer must be consistent with the form of the contract. “Civil Code 2015” does not stipulate the form of the contract offer, but can be based on the provisions; on the form of the contract to determine the form of the contract offer, according to which the contract offer is valid. maybe expressed in specific writing, speech, or behavior, or a combination of these. Where the law stipulates that the form of a contract must be in writing, the form of the contract proposal must also be in writing.
Contract offers are sent to one or more identified entities. Its validity is usually determined by the parties themselves. If the offeror does not specify the effective time of the contract offer, the offer to enter into a contract shall take effect from the time the offeree receives the offer. The basis for determining that the offeree has received the offer to enter into a contract is when: The offer is transferred to the place of residence or the head office of the offeree. The offer is entered into the official information system of the offeree. The offeree learns of the offer to enter into a contract through other means.
Accept the offer to enter into a sales contract
Acceptance of an offer to enter into a contract is the offeree’s reply to the offeror about the acceptance of the entire content of the offer. The time limit for replying to accept the conclusion of a contract is determined differently in the following specific cases:
When the offeror has fixed a time limit for the reply; the acceptance reply shall only take effect when made within that time limit. If the offeror receives a reply after the time limit for reply has expired; this acceptance shall considered as a new offer of the late party. In case the notice of acceptance to enter into the contract delayed due to objective reasons and the offeror knows or must know about this objective reason, the notice of acceptance to enter into the contract will still be valid unless the offeree immediately responds disagreeing with the offeree’s acceptance.
In addition
When the parties communicate directly with each other, including by phone or by other means, the offeree must immediately reply with acceptance or disapproval, unless there is an agreement on the time limit for payment. word. The party offered to enter into a contract may withdraw the notice of acceptance to enter into the contract. If this notice comes before or at the same time when the offeror receives a reply accepting the conclusion of the contract.
A contract for the sale of goods is also a common contract of sale
A contract for the sale of goods is a basic type of commercial contract.
And it is also a case of the contract of sale of the property.
Therefore, the general conditions on the subject, form, object, time of transfer of ownership, or special types of the contract still apply under the civil sale and purchase contract.
In addition, because the object is a commodity, there will be other separate conditions as prescribed by commercial law.
Accordingly, on the subject, the seller must be the subject of full civil capacity.
The buyer may not have full or full capacity for civil acts; depending on the specific object of the goods, which are essentially living things or high-value goods, common consumption, etc.
In terms of form, a contract can established by word of mouth, by action, or in writing.
Where the law provides for compulsory form, such provisions must followed.
Regarding the time of transfer of ownership, according to the agreement of the parties after transferring the payment or receiving the goods, the ownership will transfer to the buyer then.
For goods subject to registration, after registering for ownership, such goods will owned by the purchaser.
Regarding special contracts, goods, or property, it is possible to agree to buy and sell goods under these contracts.
Accordingly, the parties can apply the following forms of purchase and sale: purchase and sale with warranty, purchase, and sale with deferred payment, amortization, and auction of assets.
The subject of the sale and purchase contract
Since this is a type of commercial contract, in terms of subject matter, at least one party is a merchant.
For the seller, the subject must be a trader, doing business for profit.
As for the buyer, the subject is very diverse, which can be:
- Minors,
- Persons with limited civil act capacity,
- Persons with full civil act capacity,
- Legal persons, other traders,
So If they are a minor or a person with limited civil act capacity, depending on the type of goods they want to buy, they can do it themselves; or have to do it through a representative.
If they are legal entities or individuals with full civil capacity, they may enter into contracts themselves.
In case the buyer is not an organization with business registration, the parties can choose to apply civil law or commercial law.
In case both parties to a contract of sale of goods are traders and have business registration, their purchase and sale relationship will controlled by commercial law.
The determination of the subject and the sale and purchase agreement; which law applies to handle will greatly affect the future dispute settlement process of the parties.
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Related questions
A contract is an agreement between parties on the establishment, change, or termination of civil rights and obligations (According to Article 385 of the 2015 Civil Code).
The commodity is a historical category, it only appears when there is a production of goods, and at the same time, the product of labor takes the form of a commodity when it is an object of purchase and sale in the market. Commodities are products of labor, satisfying certain wants and needs of people through exchange or purchase.
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