A principle is a system of views and ideas that are set forth and that individuals and organizations are required to implement. When performing a certain transaction, the parties must set out common principles for implementation. And in the implementation of the purchase and sale of goods between the parties also have their own principles and are made into a contract.
1. What is the principle of sale contract?
The principle of sale contract is an agreement between the parties to the contract on the principle of sale. A contract can only be made with the consent of the parties. The principle of sale contract has high legal value in order to ensure the rights, obligations and responsibilities of the parties to sign the contract. At the same time, the contract is also the basis for resolving disputes and conflicts arising during the performance of the contract. The principle of sale contract is built based on the provisions of the Commercial Law 2005 and according to the needs of the parties to the contract.
see more: The latest and most standard model contract in 2023
2. Sample sales principle contract:
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
———————————
CONTRACT OF SALE PRINCIPLES
Number: ………..
– Pursuant to the 2005 Commercial Law;
– Based on the needs and capabilities of both Parties.
Today, on ….. month …..……, at …, we include:
Seller: COMPANY………
Address: ……….
Tax code: ………
Telephone: Fax: ……..
Bank account: …….
Represent: …………….
Position: …………….
Buyer: COMPANY…
Address: …………..
Tax code: ……..
Telephone: Fax: ……..
Bank account: …
Represent: ……
Position: ……
The two parties agree to sign the Principles of Sale Contract with the following terms:
1. General terms:
1.1 The two Parties have a trading relationship with each other according to the Customer-Customer relationship on the basis of mutual benefits.
1.2 Within the framework of this Contract, the two Parties will continue to sign Sales Contracts or Purchase Orders (in writing, phone and email) for each specific shipment. Details of goods, quantity, price, delivery, payment method and other terms (if any) will be specified in the respective Sales Contracts and Purchase Orders.
1.3 The order of precedence for performance is the amendments and supplements of the Sale and Purchase Agreement → Sales Contract → Principles of Sale Contract. Any provision of the Sale and Purchase Agreement that conflicts with the terms of this Agreement shall be governed by the terms set forth in this Contract.
2. Goods
2.1 Goods provided by the Seller ensure the correct type, quality and specifications of the Supplier/Manufacturer.
2.2 Details of the goods will be specified by the Parties in the Sales Contracts within the framework of this Contract.
3. Goods delivery
3.1 Quantity of goods, delivery location, transportation costs are specified in the Sales Contract or purchase order.
3.2 Goods may be delivered once or many times depending on the agreement of the two Parties. Proof of delivery includes:
-Valid sales invoice
-Receipt of delivery: clearly stating the quantity of goods, the number of sales invoices, the number of kilograms / number of packages.
4. Price and payment method
4.1 Businesses that are partners of the Seller will be entitled to purchase at a uniform price with all customers according to the Company’s pricing policy ………….
4.2 Unit price, total value of goods, VAT, will be specified in the Sales Contract signed by both Parties.
4.3 Payment method and payment term are specified in each Sales Contract.
4.4 Payment in VND, payment rate is the average exchange rate between the selling rate of Bank for Foreign Trade of Vietnam and the selling rate of the free market announced at the time of payment.
4.5 If the Seller grants the Buyer a credit line, the two parties will further sign a Credit Agreement, the Credit Agreement is also within the framework of the Principles of Sale Contract. In this case, the payment term is based on the signed Credit Agreement. If the Buyer exceeds the credit limit specified in the Agreement, the Seller has the right to refuse to provide the goods until the Buyer makes the payment under such Credit Agreement.
5. Responsibilities of the Parties
5.1 Seller:
5.1.1 Ensure the supply of goods of the right type, quality and technical standards of the Supplier/Manufacturer.
5.1.2 Periodically provide Buyer with information about products such as: List and Catalog of existing products, product prices, services for customers…etc.
5.1.3 Advising Buyer on Supplier/Manufacturer’s products and services.
5.1.4 Training, introducing new products (if any).
5.1.5 Support Buyer in research and market promotion, product promotion…etc.
5.1.6 Strictly perform the commitments stated in the Contract.
5.2 Buyer:
5.2.1 Ensure payment on time as agreed in this Contract as well as in the Credit Agreement.
5.2.2 Strictly implement the provisions of Vietnamese law on management and circulation of goods. The seller is not responsible for the buyer’s violations of this law.
5.2.3 To properly perform the commitments stated in the Contract.
6. Providing and exchanging information between the two Parties
6.1 In order to compile a Sales record, the two parties provide each other with the following information:
– Company’s name
– Official transaction address
– Capital
– Account name
– Account number
– Bank name
– The person appointed is the direct transaction representative of the two Parties (full name, position, signature) and the Buyer provides the Seller with the following notarized documents:
– Business license
– Decision to establish a business
– Decision on appointment of Director and Chief Accountant
– Decision on authorization to sign on behalf of the Director and or Chief Accountant (if any)
6.2 The two parties agree to exchange information through the Contact Representatives. In the event that the employee authorized for the above transaction is not entitled to continue to represent in the transaction with the other Party, the two parties should give a timely and official notice in writing/email/fax, to the representative. the other Party’s contact person immediately and must be confirmed by the other Party’s contact representative that it has received such notice, otherwise, the aggrieved Party shall be solely responsible for indemnifying the other Party for the cost of damages resulting from the failure of the other Party. The above notification delay caused.
6.3 In case there is a change in information related to the transaction process between the two Parties such as: change of office, change of tax code, change of account, etc., the two Parties must notify notify each other in writing before a new sale or purchase occurs.
7. Product Warranty
The Seller warrants all products sold according to the warranty standards of the Supplier/Manufacturer regarding product warranty. In order to be warranted, the products must have a warranty card of FPT Company and the Buyer must comply with the provisions stated in the warranty card.
8. Stop delivery or cancel the Contract ahead of time
8.1 The Seller has the right to stop delivery when the Buyer has used up the credit limit or the Buyer has not fulfilled the obligation to pay overdue debts signed in the Credit Agreement between the two Parties. In this case, the Buyer is responsible for making immediate payment as prescribed and only when the Seller confirms the above payment, the Contract will continue to perform.
8.2 If either Party wants to terminate the Contract ahead of time, it must notify the other Party in advance and the two Parties must confirm in writing, and at the same time, the two parties shall settle the goods and debts. The Contract liquidation minutes certified by the competent authorities of the Parties is the official document allowing this Contract to be terminated.
8.3 If either Party unilaterally cancels the Contract, causing damage to the economic interests of the other Party, that party shall be fully responsible for compensating the other party for damage.
9. Joint commitment
9.1 Buyer is Seller’s Friend and neither Party may transact on behalf of or on behalf of the other Party with customers.
9.2 Neither Party may use a name which may imply that the head office of the other Party is its headquarters.
9.3 Both Parties undertake to strictly comply with the provisions of this Contract. If either Party intentionally violates the terms of this Contract, it will be liable to property for those violations.
9.4 In the event of a dispute, the two Parties shall endeavor to jointly discuss solutions in the spirit of conciliation, goodwill and cooperation. If the two sides still cannot agree on a solution, the two sides will bring the case to the Economic Court of Hanoi, the entire cost of the trial shall be borne by the losing party.
9.5 The Court’s decision shall be final and binding on the Parties. While the Court accepts and has not yet issued a judgment, the Parties must continue to perform their obligations and responsibilities under the provisions of this Contract.
10. Effect of Contract
10.1 This principle contract is valid for 12 months from the date of signing. At the end of the above time limit, if the two Parties have no opinion, the Contract will be automatically extended for the next 12 months and up to a maximum of 2 years.
10.2 This contract will only officially expire when the two Parties have finished settling all goods and debts according to Article 8.2 above.
10.3 Sales Contracts, Credit Agreements as well as amendments and supplements are considered as appendices and are an integral part of this Agreement.
This Principle of Sale Contract is made in 04 copies, each party keeps 02 copies with the same legal value.
BUYER SELLER
see more: What is MOU? Distinguish between MOU and formal contract?
3. Guidelines for drafting a sales principle contract:
Information of the parties to the contract: require the parties to the contract to write fully, accurately, clearly and in detail information such as name, address, tax code, telephone, etc. bank account, representative – position, ….
The seller will provide the goods to ensure the correct type, quality and specifications of the supplier/manufacturer. The data about the goods will be specified by the parties in the contract.
Terms of delivery of goods: the parties will agree and specify in the contract the address, quantity and cost of delivery of goods. In the invoice and receipt of goods issued together with the contract.
The price and payment method will be negotiated by the parties themselves and clearly recorded in the contract.
Responsibilities of the parties in the contract: The parties can negotiate freely with each other, but based on the provisions of the Commercial Law and in the spirit of mutual respect.
The seller is responsible for warranting the products sold according to the standard and accompanied by a warranty card. The parties to the contract also propose cases of cancellation or premature termination of the contract.
In the event of a dispute, the two Parties shall endeavor to jointly discuss solutions in the spirit of conciliation, goodwill and cooperation. If there is still no agreement on the solution, the two Parties will bring the case to the Court. The Court’s decision will be final and binding on the Parties.
see more: What is a contract of principle? Compare principle contract and economic contract?
4. Notes when concluding a contract of sale and purchase of goods:
About the subject:
- With the subject being an individual, it must be a person with full civil act capacity and legal capacity to participate in a sale and purchase relationship.
- For contracts for the international sale of goods, one party to the subject can be a foreign natural or juridical person, so the determination of the status of the subject of the contract will depend on the law of the Country where that subject is located. register. Therefore, when drafting a contract for the sale of goods with foreign elements, it is necessary to consult or support an international economic lawyer with experience and reputation to avoid fraud.
About the price:
- The contract of sale of goods needs to clarify whether the constituent elements of the selling price include arising costs (such as delivery costs, insurance, taxes ……) or not.
- The contract also needs to have specific provisions on the method and time of payment to ensure that the buyer will be obliged to pay in full and on time. This provision is also the basis for determining the obligation to pay the late payment fine in case of violation.
Regarding the mechanism for transferring rights and obligations:
- If there is no provision in the MBHH contract, the time of transfer of ownership over the goods will be the time when the property is transferred, that is, the time when the buyer or the buyer’s legal representative receives the property. product from the seller.
Legal grounds:
– Commercial Law 2005.
Chuyên mục: Biễu mẫu
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