When entering into a sale of goods contract, there are some important provisions to be aware of in order to minimize risks. Therefore, the parties participated in the contract need to understand the basic contents to propose to their business partner during the contract negotiation process. In the following article, TNTP will analyze some basic contents you need to know about this type of contract.
I. Definition of the sale of goods contract
The current legal documents in Vietnam do not have a definition of the sale of goods contract, but based on the definition of a contract (Article 385 of the Civil Code 2015), sale of asset contract (Article 430 of the Civil Code 2015), and the definition of sale and purchase of goods (Clause 8 Article 3 of the Commercial Law 2005), we can provide the following definition of the sale of goods contract as follow:
The sale of goods contract is an agreement between the parties, whereby the seller has the obligation to deliver the goods, transfer ownership rights of the goods to the buyer, and receive payment; the buyer has the obligation to make payment to the seller, receive the goods and ownership rights of the goods as agreed.
Depending on the subject, object, place of establishment and performance of the contract, the sale of goods contract is divided into domestic sale of goods contract and international sale of goods contract.
II. Form of the sale of goods contract
According to Article 24 of the Commercial Law 2005, the form of the contract can be expressed orally, in writing, or established by specific behavior. Contracts sale of goods that are required by law to be in writing by the law must comply with those provisions.
In principle, the parties are free to choose the form of the contract, except in cases where the law stipulates a specific contract form.
For example, the international sale of goods contract must be performed based on a written contract or another form with equivalent legal value (Clause 2 Article 27 of the Commercial Law 2005). The form with equivalent legal value includes electronic message, telex, fax, data message, and other forms as prescribed by law (Clause 15 Article 3 of the Commercial Law 2005).
III. Basic contents required in the sale of goods contract
During the drafting and review process to prepare for the signing of the sale of goods contract, the parties need to ensure that the contract includes the following basic contents:
– The information of the parties participated in the sale of goods contract;
– The subject of the contract;
– The price of the goods;
– Terms of payment;
– Terms of delivery;
– Right and obligation of the parties;
– Warranty of the goods;
– Commitment and guarantee;
– Force majeure events;
– Exemption from liability cases;
– Duration of the contract;
– Applicable remedies;
– Termination of the contract;
– Applicable law and dispute resolution.
The above is the content of the article ” Sale of Goods Contract – Basic Contents That Need To Know”. If you have any issues that need clarification, don’t hesitate to get in touch with TNTP for the best support.
Sincerely,
