Rights and obligations of seller in a contract of sale of goods in Vietnam

In a goods sale and purchase contract, besides the rights and obligations agreed upon by the seller and the buyer, there are also rights and obligations for these parties as prescribed by law. In a goods sale and purchase contract, besides the rights and obligations agreed upon by the seller and the buyer, there are also rights and obligations for these parties as prescribed by law. As we know the rights of one party are the obligations of the other party and vice versa. LSX Lawfirm will give you an article about: “Rights and obligations of the parties in a contract of sale of goods in Vietnam”, as follows:

Legal grounds

Law on enterprise 2020

Commercial Law 2005

Rights and obligations of the seller in the goods sale and purchase contract

Obligations of the seller:

Delivery obligation

Delivery to the right object and quality: The seller must deliver the goods to the right object and quality as agreed in the contract and in accordance with the law.

The quality of the goods agreed or determined in different ways: by sample, by simulation, on the basis of standardization, by inspection, etc. The goods must be free from possible defects visible defects at handover (external defects) and defects not immediately visible but can only detected during use (internal defects).

In case it is not possible to clearly determine whether the object of delivered goods is in accordance with the contract or not, according to the provisions of the Commercial Law 2005, goods considered as non-conforming to the contract if they fall under the provisions of the Commercial Law, one of the following cases:

+ Not suitable for the normal use purpose of goods of the same type.

+ Not suitable for any particular purpose that the buyer has told the seller or the seller must have known at the time of concluding the contract.

+ And not preserve, packed in the usual way for that type of goods or not in a way suitable to preserve the goods in the absence of the usual way of preserving such goods.

+ The quality not guaranteed as the quality of goods samples that the seller has delivered to the buyer.

Unless otherwise agreed by the parties, the liability of the parties if the delivered goods not in accordance with the contract decided based on Articles 39 and 41 of the Commercial Law 2005.

Delivery of the correct quantity of goods as agreed in the contract

In case of handing over a smaller quantity, the buyer has the right to either accept that less quantity, or request to hand over the rest (may be accompanied by claim for damages), or to cancel the contract (which may include a claim for damages). The fact that the buyer receives the property in a smaller quantity without any complaints is considered to have accepted the modification of the quantity of goods in the contract.

In case the seller delivers goods in a quantity greater than the quantity agreed upon in the contract, the buyer has the right to refuse to receive the goods on the eve of the New Year’s Eve, the seller must receive back the excess and bear all related costs. If the seller receives excess goods, he must pay for this quantity of goods at the price agreed upon by the parties.

Deliver documents attached to the goods

According to the Commercial Law 2005, if there is an agreement on the delivery of documents, the seller is obliged to deliver the documents related to the goods (such as quality certificates, certificates of origin, bills of lading, etc.) to the buyer within the agreed period, at the place and by the agreed method.

If the parties do not agree on the time limit and place for delivery of goods-related documents, the seller must deliver the goods-related documents to the buyer within the time limit and at a reasonable place so that the buyer can receive. According to the provisions of Clauses 3 and 4, Article 42 of the Commercial Law 2005, in case the seller delivers documents related to the goods before the agreed time limit, if there are errors in related documents, the seller may correct correct the deficiencies of these documents for the remainder of the period;

When the seller corrects the shortcomings of these documents, which causes disadvantages or causes unreasonable costs to the buyer, the buyer has the right to request the seller to remedy the disadvantage or bear the costs. 

Delivery on time and place about Rights and obligations of seller in a contract of sale of goods in Vietnam

The parties usually agree on the time of delivery in the contract. If the parties do not agree on this issue in the contract, then the provisions of law or custom shall apply. If the parties do not agree on a specific time of delivery but only specify the delivery time, the seller may deliver the goods at any time within that time limit and must notify the buyer in advance

So, if there is no agreement on delivery time in the contract, according to the provisions of Article 37 of the Commercial Law 2005, the seller must deliver the goods within a reasonable time after the conclusion of the contract.

The seller must deliver the goods to the agreed place. In case the parties do not agree in the contract, the place of delivery will be determined as follows:

+ If the goods are objects attached to land, the seller must deliver the goods at the place where such goods are located.

+ If the contract stipulates the carriage of goods, the seller is obliged to deliver the goods to the first carrier. In fact, the seller may not directly deliver the goods to the buyer, but delivery can be done through a third person (such as through a freight forwarder, etc.). The parties can agree on the risk of goods when delivering goods through a third person. If there is no agreement, the seller is deemed to have fulfilled the delivery obligation after having delivered the goods to a third party according to the delivery conditions agreed upon by the two parties.

+ If the contract does not stipulate the carriage of goods; if at the time of concluding the contract, the parties know the location of the warehouse, the place of loading or the place of production and manufacture of the goods, the seller must deliver the goods at that place.

+ In other cases, the seller must deliver the goods at the seller’s place of business. copper.

Check goods before delivery

In order to prevent delivery errors and increase the possibility of efficient execution of purchases, pre-delivery inspection is a necessary requirement for commercial sales of goods, and this is a difference between a contract for the sale of goods in commerce and a contract for the sale of property in civil. In case the parties have an agreement on the inspection of goods before delivery, the seller must create conditions for the buyer to carry out his inspection.

The buyer must carry out the inspection of the goods within the shortest time that the actual circumstances allow. If the buyer fails to carry out the inspection of the goods as agreed upon, the seller has the right to deliver the goods by the time of delivery.

Upon inspection, if the buyer discovers that the goods do not conform to the contract, he must notify the seller within a reasonable time. If the buyer fails to give this notice, the seller shall not be liable for defects in the goods, unless such defects cannot be detected during normal inspection and the seller knew or ought to have known about such defects without notifying the purchaser.

Guarantee the ownership of the purchased goods and transfer the ownership of the goods to the buyer

The seller must ensure the legality of ownership and the right to transfer ownership of the goods delivered to the buyer; and must ensure that the buyer’s title to the goods sold not disputed by third parties. In case goods disputed by a third party, the seller must side with the buyer to protect the buyer’s interests. In case a third party has partial or full ownership of the purchased goods, the buyer has the right to cancel the contract and request the seller to compensate for damage.

According to the law, the seller not allowed to sell goods infringing intellectual property rights. If there is a dispute regarding the intellectual property rights of the sold goods, the seller shall be responsible. However, if the buyer requires the seller to comply with the technical drawings, designs, formulas or other data provided by the buyer, the buyer must be responsible for claims related to the violations. infringement of intellectual property rights arising from the seller’s compliance with the buyer’s requirements.

According to Article 62 of the 2005 Commercial Law, the ownership of goods transferred from the seller to the buyer from the time of delivery of the goods, unless otherwise provided for by law or otherwise agreed by the parties. In the event that the parties do not agree, the time of transfer of ownership of the goods may take place at different times, depending on the nature of the delivery of the goods and the method of sale.

According to the nature of the delivery of the goods

Normally, for goods that physically moved upon delivery, ownership of the goods transferred to the buyer when the seller has fulfilled his delivery obligation.

+ For goods that not mechanically moved when delivered and delivered (goods attached to the land), the delivery of goods is through the delivery and receipt of documents related to the goods, the ownership The goods delivered to the buyer when the seller completes the delivery of the documents relating to the goods.

+ For goods for which ownership rights registered by law, the ownership of goods transferred to the purchaser from the time of completion of procedures for registration of ownership of such goods.

+ In case the goods do not move mechanically during the transaction and there are no documents about the goods, the ownership of the goods deemed to have transferred to the buyer at the time the contract takes effect.

According to the mode of purchase and sale

+ In case goods purchased by the mode of purchase after trial use, during the trial use period, the goods will still owned by the seller. But during this time, the seller’s ownership restricted (not allowed to sell, donate, lease, exchange, mortgage or pledge the goods) until the buyer has responded.

+ In case goods purchased by method of deferred payment, the seller may retain his/her ownership of the delivered goods until the buyer pays in full, unless otherwise agreed.

Goods warranty obligation related to Rights and obligations of seller in a contract of sale of goods in Vietnam

Besides the most important obligation is to hand over the goods, the seller also has another obligation, which is the goods warranty, that is, within a certain period of time, the seller must be responsible for the goods after the goods delivered the goods to the buyer. The law stipulates that in the case of goods with a warranty, the seller must be responsible for the warranty for such goods according to the agreed content and duration.

The warranty period determined by the parties themselves, or prescribed by law. In cases prescribed by law, such a time limit is mandatory and the parties only allowed to agree to change and increase that time limit.

During the warranty period, if the buyer discovers that there is a defect in the goods, he has the right to request the seller to repair, all costs for the repair shall be borne by the seller, unless otherwise agreed. If the seller cannot repair or complete the repair within the time limit agreed upon by the two parties, the buyer has the right to request an exchange, a discount, or a return of the goods and a refund. The 2005 Commercial Law does not specifically stipulate the issues of warranty of goods, if the parties do not reach an agreement, the provisions of the Civil Code, Articles 446-448 shall apply.

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