When concluding purchase and sale transactions, a number of nuances arise. Therefore, now we will consider the essential terms of the supply agreement under the Civil Code of the Russian Federation: we will figure out which points are considered main and secondary - so that you understand what to focus on and how to formalize the obligation relationship with maximum benefit for yourself.
Note that any contract is a set of clauses agreed upon by the parties. It also contains a preamble, details, legal addresses and is certified by signatures. With a competent approach, it is drawn up taking into account not only current regulations, but also the practice of arbitration courts (in order to prepare in advance for the settlement of disputes). This is in the general case, and we are already moving on to particulars.
What is a supply agreement
This is a document that describes the obligations of the seller and buyer of any item purchased for use for consumer, commercial or other purposes. The role of the seller can be either an organization of any OPF or an individual entrepreneur. If the provisions agreed upon in this contract are not observed in practice, it will cease to be valid. From a legal point of view, it is regulated on the basis of the provisions of paragraph 3 of Chapter 30 of the Civil Code of the Russian Federation. To maximize the protection of your interests, it is worth drawing up and concluding it with the help of an experienced lawyer.
Product quality
Information about the quality of the goods supplied must be reflected in the contract. Again, specifics are needed here too. “The products are supplied of appropriate quality” – these words mean nothing.
The contract should indicate specific standards: GOST, ISO, and so on. That is, you need a link to a specific document that defines quality standards for the supplied products. Moreover, this document is not drawn up by Uncle Marik from Malaya Arnautskaya, but by a certified government or commercial structure that is authorized to set quality standards for goods and services.
Terms of delivery under the contract
The rules for creating this document are regulated by Article 432 of the Civil Code of the Russian Federation, according to which it comes into force after reaching an agreement on all essential points and affixing signatures. All its legal aspects are regulated by the already mentioned Chapter. 30 Federal Law No. 14.
There are several variations of it:
- one-time or providing for regular delivery of specified objects over a long period of time;
- extending to one type of item or a group of items, for example, a specific model of a body part or their entire range;
- with a concise accompanying description or filled with detailed reviews and complex technical characteristics, with a range of applications.
And all of them have the following features:
- in any case, they legitimize the commercial transaction between the supplier and the buyer, that is, business entities;
- focus on products not intended for the personal use of either party;
- are concluded for mutual benefit;
- describe objects that have a certain economic value - those things that can be realized (or business processes can be organized with their help).
Essence and main features
Depending on the moment when the transaction is recognized as concluded, real and consensual contracts are distinguished.
The first ones take effect from the date when the basic conditions are agreed upon; depending on the type of agreement, these include: subject, deadline for completing the work, cost of services, assortment and name of the product. Real - begin to operate from the moment the item is transferred, subject to agreement on the basic conditions. For example, real contracts include a loan agreement (from the date of transfer of funds), lease of a vehicle with a crew (from the date of provision of the vehicle), trust management (from the date of transfer of property). Due to different judicial practices, there are mixed type agreements. Different courts classify such transactions as both types, so in exceptional cases it is impossible to say which contract is real and which is consensual. For example, the rental of real estate has examples of opposite practice: resolution of the Federal Antimonopoly Service of the East Siberian District dated October 26, 2011 in case No. A78-701/2011 and resolution of the Arbitration Court of the Central District dated March 5, 2018 No. F10-93/2018 in case No. A35-9562 /2016. The most common agreements are those concluded from the moment the offer is accepted. They are simpler in terms of conclusion and entry into force. Such transactions are based on a trust relationship, since, unlike transactions of a real nature, the transfer of a thing is not obligatory. The current legislation does not contain a definition of what a consensual agreement is; the concept emerged thanks to science. Despite this, it is actively used in court decisions and legal practice.
Ready-made solutions for all areas
Stores
Mobility, accuracy and speed of counting goods on the sales floor and in the warehouse will allow you not to lose days of sales during inventory and when receiving goods.
To learn more
Warehouses
Speed up your warehouse employees' work with mobile automation. Eliminate errors in receiving, shipping, inventory and movement of goods forever.
To learn more
Marking
Mandatory labeling of goods is an opportunity for each organization to 100% exclude the acceptance of counterfeit goods into its warehouse and track the supply chain from the manufacturer.
To learn more
E-commerce
Speed, accuracy of acceptance and shipment of goods in the warehouse is the cornerstone in the E-commerce business. Start using modern, more efficient mobile tools.
To learn more
Institutions
Increase the accuracy of accounting for the organization’s property, the level of control over the safety and movement of each item. Mobile accounting will reduce the likelihood of theft and natural losses.
To learn more
Production
Increase the efficiency of your manufacturing enterprise by introducing mobile automation for inventory accounting.
To learn more
EGAIS
Eliminate errors in comparing and reading excise duty stamps for alcoholic beverages using mobile accounting tools.
To learn more
RFID
The first ready-made solution in Russia for tracking goods using RFID tags at each stage of the supply chain.
To learn more
Certification for partners
Obtaining certified Cleverence partner status will allow your company to reach a new level of problem solving at your clients’ enterprises.
To learn more
Inventory
Use modern mobile tools to carry out product inventory. Increase the speed and accuracy of your business process.
To learn more
Mobile automation
Use modern mobile tools to account for goods and fixed assets in your enterprise. Completely abandon accounting “on paper”.
Learn more Show all automation solutions
What conditions are not considered essential?
Those without whose approval the document will be concluded. But this does not mean that they should be ignored or given a small role - they should be given attention, and in some cases one of them can become an effective tool for extracting benefits.
Before considering them, let’s say that when concluding a transaction it is always worth checking the nuances of acceptance, quality assurance and the specifics of the parties’ responsibilities. To reduce your own risks, it is advisable to fix the volume and nature of the payment of a penalty (monetary or in kind) in the event of failure to fulfill obligations. Well, now let's move on to the minor nuances.
Payment
The essential (mandatory) terms of the supply contract are those regulated by legislative acts. The price and method of mutual settlements do not fall under this category; they are not regulated by the rules and regulations of the Federal Law. They are fixed by price lists, tariffs, price lists and other offers, usually coming from the supplier. But the customer also has the right to take the initiative.
Today, the choice of the option for transferring funds, as a rule, remains with the buyer: he decides what is more convenient for him, making a 100% advance payment or, for example, making a one-time transfer of money. In an effort to attract customers, sellers often promise the possibility of installment plans and even develop an individual schedule convenient for the other party.
Procedure for providing products
Here you need to take into account what refers to the essential terms of the contract for the supply of goods under the Civil Code of the Russian Federation. Article 508 quite specifically defines this point: if items will be delivered in batches, but the exact dates of their receipt are not specified in the contract, it is understood that the items will arrive in equal monthly installments (unless legal acts, Federal Laws or generally accepted practice imply something different).
Naturally, this is not always convenient. This format is not suitable when the lion’s share of the property for sale is needed in a short time or it is not possible to wait six months. Therefore, it makes sense to record this point and clearly outline the time intervals for fulfilling obligations.
Insurance
Protect your supply agreement from risks: the essential condition of the document is the object of the transaction, but not the associated costs of obtaining it. In practice, this means that the parties have the right to divide the costs of issuing a policy equally or to the extent that each of them agrees. This is the point in the contract where you can look for and need to find a compromise. But with the right approach, it will be possible to strengthen business relationships, make them more trusting, and show a focus on long-term cooperation.
Transfer procedure
Including this item greatly simplifies the receipt of items and therefore increases customer loyalty. Clarity on this issue is also convenient for the seller. Judge for yourself: is the place of delivery of goods an essential condition? According to regulations, no, but if the seller knows exactly where to deliver the shipment, this will help avoid confusion and overlaps.
In addition, the customer will be able to prepare for acceptance in advance, and this will also help save time and speed up the closing of the transaction. Therefore, such points as date, hour, address also deserve attention, and it is better to include them in the documentation to avoid misunderstandings. And vice versa: if you do not include these points, the second party will have leverage over the situation and the opportunity to turn it in its favor, for example, artificially delay the delivery of products, explaining that they were delivered to the wrong place.
We remind you that all these are additional points, the absence of which in the text of the document does not result in the invalidity of the contract.
Name of the parties
This information is indicated at the very beginning of the contract. The text looks something like this:
“Horns and Hooves LLC” represented by director Ivan Ivanovich Sliznyakov, acting on the basis of the Charter, hereinafter referred to as “Supplier”, and “Green Serpent” LLC, represented by cargo movement specialist Blue Flacon Stakanovich, acting on the basis of power of attorney No. 54321-LEI dated 01/01/20__, hereinafter referred to as the “Buyer”, entered into this Agreement regarding the following..."
Here's what you need to pay attention to:
- 1. The company name must be spelled correctly.
LLC "Horns and Hooves" and OJSC "Horns and Hooves" are two different companies. So, be careful. - 2. The agreement must be signed by an authorized person.
There are no questions for the director - he really has the right to sign contracts based on the charter. But a specialist in moving goods (loader) must present a power of attorney, which states that the company trusts this person to sign contracts. Such a power of attorney must have a date, the signature of the director and a round wet seal of the enterprise. Please note the validity period of the power of attorney: If the validity period of the power of attorney is specified, it should not exceed three years. If the power of attorney does not have a term, then it is valid for one year. Loader Blue may claim that he is acting on the basis of the Charter, then ask him for a copy of the company's Charter and look there for information about the officials authorized to sign contracts. If you find a loader position among them, it means the world has gone crazy. - 3. Verify the identity of the person signing the contract.
Are you sure that the person signing the contract with you is Sliznyakov? If not, then ask him to show documents. Well, I would even take a photo of the porter Blue’s passport as a souvenir.
Random delivery conditions
They mean those items that are included at the discretion of the seller and/or buyer. If mutual understanding is not reached on one, several or all of them, this does not entail recognition of the contract as non-compliant.
The following points can be cited as an example:
- the amount of fines due to failure to meet the delivery schedule or payment plan;
- the container in which the objects will be sent;
- specifics of resolving disputes due to damage, inadequate quality and other violations.
You can compose a preliminary document text (to subsequently show it to the other party) using templates already available on the Internet.
Now that you know the essential (noun) and non-essential terms of the supply agreement and the difference between them, it will be easier to do this. Although we still advise you to use the help of lawyers with the appropriate specialization - this way you will insure yourself against many mistakes. Number of impressions: 6143
The product is purchased for personal purposes
Let's move on to the remaining two types of contracts. When to conclude a retail purchase and sale agreement, and when to conclude a “simple” purchase and sale agreement?
Let us assume that the first of the above conditions necessary to formalize a supply contract is not met: the buyer of the goods is an “ordinary” person (who does not have the status of an individual entrepreneur) who purchases the goods for personal use. It would seem that in this case it is necessary to conclude a retail purchase and sale agreement. But this conclusion will not always be true. The fact is that retail purchase and sale also has its own mandatory characteristics. And the condition that the buyer is an “ordinary” individual purchasing the goods for personal use is only one of these signs.
The second mandatory feature of retail purchase and sale is the specialization of the seller. According to the rules of Article 492 of the Civil Code of the Russian Federation, a retail purchase and sale agreement is concluded only if the seller carries out entrepreneurial activities in selling goods at retail. This means that if retail trade is not a type of activity for an organization (in particular, it is not listed in the Unified State Register of Legal Entities), then it cannot act as a seller under a retail purchase and sale agreement. In this case, you need to draw up a “simple” purchase and sale agreement, even if the buyer is an “ordinary” individual who purchases the goods for personal needs.
