Sample of a standard contract for the supply of goods

To record the terms of the transaction in writing, a contract for the supply of goods is drawn up. Free 2021 and other types of agreement: with prepayment, one-time, letter of intent - below.

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The document is drawn up in free form. Although each transaction has individual conditions, it is convenient to have a standard contract for the supply of goods at hand: the sample contains all the basic points. Let's take a closer look at it.

Supply contract under the Civil Code of the Russian Federation

According to the Civil Code of the Russian Federation, a contract for the supply of goods is a document that allows you to formalize a transaction in writing, under the terms of which one entity (supplier-entrepreneur) is obliged to supply high-quality commercial products of a certain range within a specified time frame and at an agreed price, and the other (buyer) is obliged to accept the delivered products and pay no later than the agreed date.
The main regulatory document defining the legislative terms of the supply contract is the Civil Code of the Russian Federation. The agreement in question is devoted to § 3 of Chapter 30 of the Code, which contains:

definition of contract;
the procedure for resolving controversial issues when concluding such a transaction;
provisions on the frequency of deliveries of a commercial product;
the order of delivery of goods;
clarification of delivery conditions;
provisions on compensation for shortfalls in commercial products;
rules for acceptance of goods by the buyer;
explanations about the fate of goods not accepted by the buyer;
rules for payment for goods;
explanations of the consequences of delivery of low-quality or incomplete goods;
issues of contract termination.

Also, the procedure for drawing up the said agreement is subject to the rules on transactions (Chapter 9 of the Civil Code of the Russian Federation) and the calculation of deadlines (Chapter 11 of the Civil Code of the Russian Federation), provisions on the contract (Section 3 of the Civil Code of the Russian Federation) and other norms of civil legislation.

If you are a buyer, get a free trial access to K+ and go to the Supply Deal Guide. If you are a supplier, go to the K+ system and use the Supplier Guide for free.

What is a foreign trade contract

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Any trade operation goes through a negotiation stage, following which the parties enter into an agreement. All transactions between Russian companies and foreign countries must be based on a contract, otherwise it will be difficult for you to clear customs and make cash payments.

International trade relations are governed by the Vienna Convention on Contracts for the International Sale of Goods.

A foreign contract is the main form of execution of international trade transactions. This document contains the terms of delivery of goods by the seller and the conditions for receipt and payment of products by the buyer. The contract is drawn up in writing and takes into account the state and customs legislation of both countries - parties to the transaction.

If at the stage of agreeing on the contract some important points were missed, in the future it is necessary to draw up additional agreements on them to the contract.

Civil Code of the Russian Federation on the essential terms of the supply contract

According to Art. 432 of the Civil Code of the Russian Federation, essential conditions are those provisions of a contractual document, without the approval of which the latter cannot be considered concluded. Common to all contracts in this case is the condition on the subject of the transaction. In addition, these provisions include conditions directly specified in the law, as well as those on which it is necessary to reach agreement at the request of one of the counterparties.

Regarding the supply contract, the main conditions are the following:

Subject of the transaction. The contract document must indicate the name and quantity of commercial products (clause 3 of Article 455). At the same time, references only to generic characteristics of products should be avoided, since judicial practice on recognizing such contracts as not concluded is controversial. The quantity of a commercial product is determined either in units of measurement or in monetary terms. If units of measurement are used, they must be consistent with the nature of the goods, otherwise the condition may be considered inconsistent.
Delivery time. The condition presupposes that the parties agree on the time of delivery of marketable products (Article 506 of the Civil Code of the Russian Federation). At the same time, the Supreme Arbitration Court of the Russian Federation allows, in the absence of a condition on the delivery time in the contract document, to determine it based on the provisions of Art. 314 of the Civil Code of the Russian Federation (clause 7 of the resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated October 22, 1997 No. 18).
Based on the definition of the supply contract given in Art. 506 of the Civil Code of the Russian Federation, the supplier-seller must be engaged in entrepreneurial activities, that is, only a legal entity or an individual entrepreneur can act as this party.

Which specification points should you pay special attention to?

Each clause of the contract and the specifications attached to it are important, but it is especially recommended to pay attention to the following:

● A clause about the quality of the goods supplied. It can be an unpleasant surprise for both buyers and suppliers. Especially when specific quality requirements are specified. So, it is enough to just follow a phrase specifying the quality of the product (for example, “according to GOST”) and put another one starting with the words “at the same time” in order to completely change the meaning of the previous one. You can add any characteristic that does not meet Russian standards (for example, fat content level, etc.). There are many options. The buyer may demand various preferences, including a price reduction. On the other hand, specific quality requirements also discipline the supplier. In any case, this point should be studied among the first.

● Product price. The specification must specify what it consists of in addition to the cost of the product itself. For example, the cost of its delivery to the buyer, installation (for equipment), cost of packaging, loading and unloading operations, insurance, preparation of accompanying documents. To avoid additional costs for both parties, all expected costs must be included in the price.

● VAT. It is also recommended to indicate the percentage and amount of VAT. Some companies may operate under a simplified taxation scheme and not pay VAT.

● Deadline for transfer of goods. In order to avoid a situation where goods are delivered at an unnecessary or inconvenient time for the buyer, it is necessary to pay attention to the delivery schedule. It is desirable that it be as detailed as possible: what product is being delivered and when, is it possible to deliver it ahead of schedule, etc.

● Completeness of the goods. This point is especially relevant for technically complex products. It must stipulate which components are included in the product, as well as the actions of the parties in the event of its incompleteness. For example, price reduction, compensation of expenses, deadline for additional delivery or correction, etc. First of all, this point is important for the buyer, as it protects his interests.

● Product expiration date. This point is especially important when the product is purchased for the purpose of further sale. Especially if there is a supply chain involved. So, for example, it makes sense to add an indication that the product must be delivered a specific number of days before the expiration date.

● Warranty period. Although the law stipulates such a period as a two-year limit, the parties have the right to set any period of validity of the guarantee. However, if the period established by them is less than two years, the buyer still retains the right to make claims against the supplier regarding the quality of the goods within the period specified by law.

The time spent on detailing all the documents accompanying the contract (especially its specifications) can subsequently pay off handsomely and save the parties from possible financial and moral losses.

Contract for the supply of goods sample 2021 - 2021

The contract for the supply of goods of the 2021-2021 model, in accordance with the current legislation of the Russian Federation, includes the following parts:

1. Preamble. The introductory part of the agreement, which indicates basic information about the entities that entered into the transaction. This information includes:

Name;
location;
information about the officials who signed the agreement (full name, position, details of documents confirming their authority).

2. Subject of the agreement. As a rule, this is the first section of the contract document, which is also the main one. As already mentioned in the previous section of the article, in this part it is important to determine the name and quantity of the supplied products. Also in the same section, conditions regarding the assortment, completeness and set of goods can be agreed upon. However, the absence of conditions on assortment and completeness does not have any negative consequences for the concluded transaction.

3. Rights and obligations of the parties. The section is not mandatory, but is traditionally placed second in the contract delivery document. The powers of the parties can be described in as much detail as possible, or briefly, indicating only the obligation of the supplier to supply high-quality commercial products within the agreed period, and the buyer to accept it and pay for it on time.

4. Product cost, terms and delivery times. These provisions can be divided into several sections or combined into one. When agreeing on the procedure for payment for goods, the contract must indicate the exact date when stage-by-stage payments will be made or when final payment for the goods must occur.

5. The last section of the agreement indicates the details of the parties and affixes the necessary signatures and seals.

Responsibility

The liability of the parties has two meanings.

compensation for possible losses from an unscrupulous partner;
a measure of forcing a partner to fulfill the contract as expected in order to avoid financial costs.

Responsibility is expressed in the obligation to pay fines, penalties and other monetary obligations.

The basis for civil punishment may be violation of deadlines, low-quality products, requirements for packaging, failure to perform certain actions, for example, insurance, notification of the readiness of cargo for transfer, etc. The amount of sanctions is established by mutual agreement, but reasonableness must be observed.

Sanctions must be included in the text of the agreement in a way that is fair for both parties, so that the agreement is not viewed as enslaving.

Is it possible to use a previously completed supply agreement as an example?

Despite the fact that each supply agreement in many cases contains an individual set of transaction terms, a standard goods supply agreement or just a sample of one can be a significant help in developing your document. In particular, studying different samples can help in choosing the optimal method of payment for the goods for the parties and, just as important, accurately formulate the agreed terms.

Thus, it is possible to include provisions in the contract:

on the procedure for transferring ownership of goods;
the consequences of the delivery of low-quality or incomplete goods and options for resolving these situations;
delivery and shipment procedures;
product packaging;
procedure for resolving disputes.

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.

Where can I download a free sample contract for the supply of goods for 2020 - 2021?

There are now a lot of sample contracts (including the supply of goods) online. However, it is unlikely that it will be possible to use any of them without changing, since each transaction has its own individual characteristics relating, for example, to the order of delivery and payment for goods.

That is why when using a third-party sample you must:

1. Check whether the terms of delivery and payment specified in the sample contract are suitable for the specific situation. Despite the fact that the law allows for the absence of deadlines in the supply contract, it is advisable and convenient for the parties to agree on them.

2. Assess the risks of conflict situations and, taking into account the specific situation, specify in detail the procedure for resolving disputes in the contract.

3. Change the conditions on the subject of the contract in the sample for a specific case.

You can download a sample supply agreement for free from the link below:

Results

Thus, the law does not provide for a single unified form of the supply agreement, as well as a sample of this document. However, developing a document for each specific transaction requires following the provisions of the law, which are described in the article. You can download a standard sample contract for the supply of goods on our website.

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