The Supreme Court understood the obligations under an oral agreement

Common transaction payment options

One of the key terms of the contract is the procedure for settlements under the contract, for which the parties are required to agree on how and in what manner payments and settlements are made for the shipment of products, performance of work or services.

Partners agree on the form, currency, timing and frequency of payment under the contract. For example, the most common form is non-cash payments using payment orders. The payment deadline is set on an individual basis. Most of the payments are made in Russian rubles.

There are several options for settlements between counterparties. Let us remind you what forms of payment there are under the contract in 2021:

1. Advance payment. The terms of the contract provide for the payment of an advance. The amount of the advance payment is determined by the parties to the transaction. A common option is to transfer an advance in the amount of 30% of the contract amount.
2. Prepaid system. The system is similar to advance payment, but provides for up to 100% payment of the contract value in advance. That is, the customer first pays for the transaction, and only then the contractor fulfills the conditions.
3. Postpay. The payment method is completely opposite to the prepaid system. In this case, the transaction is paid by the customer after 100% fulfillment of the terms of the contract. For example, only after the goods have been shipped to the customer’s warehouse.
4. Installment and deferment. The actual payment for goods under the supply agreement is distributed over time. The payment schedule is agreed upon by the parties separately. Installment or deferred payment under a contract can be free (interest-free) or provide for the accrual of additional interest.

It is important for the parties to take into account the specifics and rules of how to specify payment terms in the contract; incorrect wording or controversial interpretation will lead to additional risks of debt formation.

How to register an actual calculation

In practice, payment for work performed and payment for goods under a supply contract are not often included in the contract; this option carries great risks for the contractor.

It is recommended to include the following points in the agreement.

Specific payment period. The date is not necessary; it is possible to link the period to an inevitable event (acceptance of work, services, conclusion of an agreement).

Example:

Penalties and penalties for late payments. Usually a percentage is set for each day, the amount must correspond to practice, otherwise it may be reduced in court. It is not profitable for the customer to include this item.

Payment after the fact: examples of correct wording

To agree on the terms of payment upon delivery, the parties are required to determine the period within which the customer transfers funds in favor of the contractor. The procedure for specifying payment terms in the contract is standard. This is, for example, a specific calendar date or a period of time.

IMPORTANT!

The postpaid amount can be regarded as a commercial loan (clause 1 of Article 823 of the Civil Code of the Russian Federation). If the parties have determined this method of payment, then the contract should specify the terms of the commercial loan, the interest on it and the procedure for its payment.

Postpayment, or “goods on credit,” assumes that the delivery is pledged to the seller (supplier) until full payment (clause 5 of Article 488 of the Civil Code of the Russian Federation). The buyer has no right to dispose of the goods without the consent of the seller. But it is permissible to include in the contract a condition on the cancellation of the pledge (clause 2 of Article 346 of the Civil Code of the Russian Federation).

An example of how to specify in a contract the procedure for payment after the fact:

In some cases, deferred payment is regulated by regulations. For example, this is provided for the supply of certain food products with a limited shelf life.

Types of contracts

You also need to choose a suitable template, because the types of contracts are different and depend on the deal you are going to complete. Most often, entrepreneurs are faced with lease agreements, supply agreements, work contracts and service agreements. There is even nothing to explain about the meaning of the lease agreement; a supply agreement is concluded when selling goods for a business; work is performed under a contract agreement, but it is often confused with services.

Issue invoices, acts, contracts using Elbe templates. The document is sent to the counterparty instantly.

Work always leads to a material result - this is the construction of houses, sewing dresses, website layout. And services are inseparable from the process. These are, for example, legal consultations, haircuts in a beauty salon, paintball. The Civil Code sets out different rules for these contracts. The contract is stricter: the contractor does not have the right to terminate it if there are no obstacles to the work. But the default service agreement can be terminated at any time.

How to draw up a contract: content, differences

And there is also an offer. An offer is a way of not concluding a contract on paper, but still getting the client to agree to your terms. We talked about this type of contract in detail in the video.

Advance or prepayment: we finalize the deal

With an advance or prepayment payment system, a payment agreement is drawn up before receipt of goods or completion of work (services). The parties agree on important terms in the following order:

1. Determine the amount of the advance. It is possible to specify a certain amount of the advance or set it as a percentage of the total transaction price. For example, an advance is 100,000 rubles or 45% of the contract value.
2. Specify the deadline for paying the advance (prepayment). This could be a specific calendar date or a specific period of time. For example, make an advance payment before September 15, 2021 or transfer an advance payment within 10 working days from the date of conclusion of the contract.
3. Establish the volume or part of the cost of the goods (work, service), in favor of which the advance payment will be credited. This is an important condition of the deal and cannot be ignored.

Example of prepayment wording in a contract:

IMPORTANT!

If the advance is a commercial loan, then the parties are required to specify the conditions for its provision.

Example wording for an agreement when the advance is issued as a commercial loan:

NTVP "Kedr - Consultant"

LLC "NTVP "Kedr - Consultant" » Services » Legal consultations » Household problems. subjects - activities, creation, liquidation, debts » Is it possible to provide one-time services without a contract?

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Is it possible to provide one-time services without a contract?

Question:

Is it possible to provide one-time services without a contract, using only an invoice as a document?

Lawyer's answer

An oral agreement is concluded in person or via means of communication, expressing the will verbally and not recording it in documents.

Concluding an agreement orally does not require any extra costs; it is usually quick and simple. But it is important that in your case this is permitted by law and does not violate the restrictions established by it. Thus, as a general rule, legal entities cannot enter into agreements between themselves orally. But in a number of cases this is possible when the contract is fulfilled at the time of its execution.

To protect your interests, you can, for example, make an audio or video recording of the agreement, ask witnesses to confirm the conclusion of the agreement or its terms.

When can a contract be concluded orally?

An oral contract is a contract that is considered concluded if the parties have agreed on all its essential terms orally.

As a general rule, any transactions of legal entities among themselves, with individual entrepreneurs and citizens require written form (clause 1, clause 1, article 161 of the Civil Code of the Russian Federation). But in some cases, such persons can enter into an agreement orally. This is possible if it is executed at the time of its commission, subject to certain restrictions.

What restrictions are set for oral contracts?

A legal entity has the right to enter into an agreement orally, regardless of the amount, if it is executed upon its completion. For example, when the goods are transferred and paid for at the same time. But this is possible only if (clause 2 of Article 159 of the Civil Code of the Russian Federation):

• the agreement of the parties does not provide otherwise;

• the agreement does not require a notarial form;

• the contract does not require a simple written form, failure to comply with which entails its invalidity.

For example, a rental agreement cannot be concluded orally, since it must be notarized. It is also impossible to conclude an oral loan agreement, an agreement for the purchase and sale or lease of real estate, since failure to comply with the written form entails their invalidity (Articles 550, 584, paragraph 1 of Article 651, Article 820 of the Civil Code of the Russian Federation).

How can you confirm the completion of an oral contract?

The very execution of a transaction orally implies that the document that contains the terms of the agreement and the agreement of the parties with them is not drawn up. But if necessary, the conclusion of an oral agreement can be confirmed, in particular:

• testimony of persons who were present at the conclusion of the contract or who reliably know about it from other appropriate sources. However, please note that if you entered into an agreement in violation of the requirement to comply with a simple written form, then you will not be able to refer to witness testimony (clause 1 of Article 162 of the Civil Code of the Russian Federation);

• audio or video recording with sound. This method is more expensive, but it records the agreements of the parties in detail and can, if necessary, provide information about them to third parties and serve as evidence in court.

Ready-made solution: What you need to know about an oral agreement (ConsultantPlus, 2020) {ConsultantPlus}

Is an invoice a contract?

Yes, it is, if the following conditions are met:

1) your invoice is an offer;

2) your counterparty accepted this offer in one of three ways:

— paid the bill at least partially (clause 3 of Article 434, clause 3 of Article 438 of the Civil Code of the Russian Federation, clause 13 of the Resolution of the Plenum of the Armed Forces of the Russian Federation dated December 25, 2018 N 49). In this case, all the conditions that you specified in the invoice are considered accepted by the counterparty. As a result, an agreement is concluded between you by accepting the invoice offer by conclusive actions;

— signed the invoice and handed it to you (clause 2 of Article 434 of the Civil Code of the Russian Federation). This usually happens when the invoice contains the buyer's signature details. In this case, an invoice agreement has been concluded between you;

— sent you a letter in response, where he fully and unconditionally agrees with the conditions that you indicated in the invoice (clause 2 of Article 434, clause 1 of Article 438 of the Civil Code of the Russian Federation). Such a letter may be sent, including by email, if it can be reliably established that it comes from your counterparty. In this case, an agreement is concluded between you by exchanging written documents, one of which is an invoice offer.

A response indicating consent to conclude an agreement on the terms proposed in the offer is considered acceptance if it contains clarification of the parties’ details, correction of typos, etc. A response containing conditions other than those proposed in the offer is not considered acceptance. It is a new offer provided that it complies with the requirements of Art. 435 of the Civil Code of the Russian Federation (clause 12 of the Resolution of the Plenum of the Armed Forces of the Russian Federation of December 25, 2018 N 49);

3) you immediately informed the counterparty that you accepted the acceptance if it was received late, for example, when the counterparty paid the invoice later than the deadline that you indicated in the invoice (Article 442 of the Civil Code of the Russian Federation). However, if the counterparty did everything on time (paid or sent documents), but the money or documents arrived late, you do not need to do anything additional, the contract is considered concluded.

{Ready solution: Is an invoice for payment an agreement (ConsultantPlus, 2020) {ConsultantPlus}}

Selection of documents:

Ready-made solution: In what cases and how is an invoice agreement (invoice offer) drawn up (ConsultantPlus, 2020) {ConsultantPlus}

Ready-made solution: What you need to know about the written form of the contract (ConsultantPlus, 2020) {ConsultantPlus}

Ready-made solution: Is it possible to pay an invoice in the absence of an agreement (ConsultantPlus, 2020) {ConsultantPlus}

The explanation was given by Igor Borisovich Makshakov, legal consultant of LLC NTVP Kedr-Consultant, January 2020.

When preparing the answer, SPS ConsultantPlus was used

How to specify a cash payment clause

Once the method of payment for a transaction has been determined, the parties need to clarify the form of payment. Counterparties have the right to choose one of three formats:

• provide for cash payment in the contract;
• make a non-cash payment, for example, using payment orders;
• pay using other consideration (provide a service, perform work, etc.).

When choosing a cash form of payment, there is an important limitation. Organizations and entrepreneurs do not have the right to make cash payments under one contract in excess of the established limit of 100,000 rubles (clause 4 of Bank of Russia Directives No. 5348-U dated December 9, 2019). Otherwise, the company or individual entrepreneur will be held accountable for violating the rules of cash discipline.

How to specify the payment procedure in currency

If payment under the contract is made in foreign currency, then this condition should also be included in the contract. It is necessary to indicate the name of the foreign currency, the value of the contract and the procedure for making payments. For example, for settlements in foreign currency, the parties will have to open new bank accounts.

IMPORTANT!

If payments in foreign currency are made in cash, then a similar limit of 100,000 rubles applies. Within the framework of one contract, it is allowed to pay in cash an amount in foreign currency equivalent to 100,000 rubles. at the official exchange rate of the Bank of Russia on the date of cash payments. Check whether this condition has been violated in the transaction. If the limit is exceeded, there are fines.