Rights and obligations of the parties in the contract of sale of goods in Vietnam
Buying and selling goods is one of the popular activities of commercial activities. Every day, we easily come across trading transactions in life, with a small transaction value, we may not be too concerned with the legal aspect, but in commercial transactions between merchants when the price is very low. The value of goods can be up to tens; or hundreds of millions of dong, it is extremely necessary to pay attention to the legal provisions on the rights; and obligations of the parties in the sale and purchase contract.
So, let’s find out about this issue with Lawyer X through the following article:
Legal grounds
Commercial Law 2005
What is a contract of sale of goods?
A goods sale and purchase contract is an agreement between parties whereby the seller is obliged to deliver the goods, transfer ownership to the buyer and receive payment; the buyer is obliged to pay the seller, receive the goods and take ownership of the goods as agreed.
The form of a contract for the sale of goods can be oral, in writing, or established by specific acts. For all types of goods sale and purchase contracts, which are required by law to be made in writing, such provisions must be complied with.
Rights and obligations of the parties in the contract of sale of goods
In case your business enters into and performs goods sale and purchase contracts with partners and customers, your business as well as the partners depends on whether the subject is a buyer or a seller to then have the following basic rights and obligations:
Delivery, documents related to goods and receipt of goods
The seller must deliver the goods and documents as agreed in the contract in terms of quantity, quality, packing, preservation, and other provisions in the contract.
In the absence of a specific agreement; the seller is obliged to deliver the goods and related documents by the Commercial Law
The buyer is obligated to receive the goods as agreed on an,d to do all reasonable work to help the seller deliver the goods.
Obligation to secure ownership of goods
The seller must ensure:
– Buyer’s title to the sold goods is not disputed by a third party;
– The goods must be legal;
– The transfer of goods is legal.
Obligation to guarantee intellectual property rights to goods
– The seller must not sell goods that infringe intellectual property rights. The seller is responsible in the event of a dispute regarding the intellectual property rights of the sold goods.
– In case the buyer requires the seller to comply with the technical drawings, designs, formulas, or detailed data provided by the buyer; the buyer must be responsible for complaints related to the violations. intellectual property rights arising from the seller’s compliance with the buyer’s requirements.
Request notification
The seller is obliged to immediately notify the buyer of a third party’s claim against the delivered goods after the seller knew or ought to have known about such claim unless the buyer knew or ought to have known about the claim. third-party claims. The buyer is obliged to immediately notify the seller of a third party’s claim against the delivered goods after the buyer knew or ought to have known about such claim unless the seller knew or ought to have known about the claim third party.
Check the goods before delivery
Where the parties have an agreement for the purchaser or the buyer’s representative to inspect the goods before delivery, the seller must ensure that the buyer or the buyer’s representative has conditions to conduct the inspection. Unless otherwise agreed, the buyer or the buyer’s representative must inspect the goods within the shortest time that the actual circumstances allow; where the contract provides for the carriage of goods, an inspection of the goods may be deferred until the goods have been delivered to the place of destination.
In case the buyer or the buyer’s representative fails to inspect the goods before delivering the goods as agreed; the seller has the right to deliver the goods under the contract.
Pay
The buyer is obliged to pay for the purchase and receive the goods according to the agreement and must comply with the payment methods; make the payment according to the agreed order and procedures; and according to the provisions of law. The buyer still has to pay the purchase price in case the goods are lost or damaged after the time when the risk is transferred from the seller to the buyer; except for the case of loss or damage caused by the seller’s fault.
Valuation
In case there is no agreement on the price of goods, no agreement on the method of determining the price, and no other instructions on the price, the price of the goods shall be determined according to the price of that type of goods in the specified prices. similar terms of delivery method, time of sale, geographical market, payment method, and other conditions affecting the price.
Place of payment
If there is no agreement on a specific payment location, the buyer must pay the seller at one of the following locations:
– The place of business of the seller is determined at the time of entering into the contract, if there is no business place; it is at the place of residence of the seller;
– Place of delivery or delivery of documents, if payment is made at the same time as delivery or delivery of documents.
Payment term
Unless otherwise agreed, the payment term is specified as follows:
– The buyer must pay the seller at the time the seller delivers the goods or delivers documents related to the goods;
– The buyer is not obliged to pay until the goods can be inspected; in case there is an agreement as prescribed in Article 44 of the Commercial Law.
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Frequently asked questions
The suspension of payment for purchases, unless otherwise agreed, may be made in the following cases:
– The buyer has evidence of the seller’s deception, he has the right to suspend the payment;
– The buyer has proof that the goods are the subject of dispute, and has the right to suspend payment until the dispute has been resolved;
– If the buyer has proof that the seller has delivered the goods in non-conformance with the contract, he/she has the right to suspend payment until the seller has rectified the non-conformity;
Unless otherwise provided by law or otherwise agreed by the parties, ownership is transferred from the seller to the buyer from the time the goods are transferred.
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