Guidelines for Drafting Contracts Sales of Goods

Guidelines for drafting sales contracts for goods are an important stage for businesses and individuals when engaging in transactions. By establishing terms in the contract, it helps ensure legality and protect the rights of both parties. However, drafting a sales contract for goods requires caution and legal knowledge. Therefore, in the following article, Long Phan will provide information on drafting sales contracts for goods.

Drafting Contracts Sales of Goods

Types of Contracts Sales of Goods

In essence, a sales contract for goods is a civil-commercial transaction. Based on various factors such as subjects, objects, purposes, etc., it can be divided into the following types:

• International sales contracts for goods.
• Bilateral contracts where each party has obligations towards the other.
• Unilateral contracts where only one party has obligations.
• Principal contracts whose validity does not depend on subsidiary contracts.
• Subsidiary contracts whose validity depends on principal contracts.
• Contracts for the benefit of a third party.
• Conditional contracts where performance depends on the occurrence, change, or termination of a specific event.

Forms of Contracts Sales of Goods

The forms of sales contracts for goods are specifically regulated under Article 24 of the 2005 Commercial Law. Accordingly, sales contracts for goods can be expressed in three forms:

• Verbal; 
• Written form
• Or specific acts

Additionally, for types of contracts for purchase and sale of goods, which, as provided for by law, must be made in writing, such provisions must be complied with.

General Provisions on Contracts Sales of Goods

Subjects of the Contract

The parties involved in the contract can be individuals or organizations. 

For individuals:

• According to Article 117(1) of the 2015 Civil Code, individuals participating in contract negotiations must have legal capacity and civil act capacity.
• In cases where the individual lacks full legal and civil act capacity (such as being incapacitated, having difficulty in perception or control of behavior, or being subject to limited civil act capacity), the transaction may be declared null and void by the court.

For minors participating in contract negotiations, the following should be noted:

• For individuals under the age of six, the contract must be established and executed by their legal representatives according to the law. 
• Individuals aged six to under fifteen must have consent from their legal representatives to engage in civil transactions, except for transactions serving daily life needs appropriate to their age.
• Individuals aged fifteen to under eighteen can independently establish and execute civil transactions, except for transactions related to real estate which require registration and other civil transactions as stipulated by law, which must have the consent of their legal representatives

For organizations: In the case of legal entities, organizations without legal personality cannot independently enter into sales contracts for goods but must act through representatives or authorized persons.

Objects of the Contract

Under the 2005 Commercial Law, goods are understood to encompass all types of assets, including future assets and those attached to real estate.

Therefore, the objects of sales contracts for goods include relationships involving the sale and purchase of movable property (including future movable property); immovable property (excluding land); and other assets such as money, valuable papers like stocks, and bonds.

Content of the Contract

The content of the contract is the most crucial part of the sales contract for goods. It primarily includes the agreements between the parties, the establishment of rights and obligations, and must comply with legal regulations. Specific basic content in the contract includes:

• Information of the parties.
• General provisions: definitions, terminology explanations, etc.
• Information about the goods: name, quantity, type, etc.
• Price of the goods.
• Quality of the goods.
• Delivery method, time, and place.
• Payment method.
• Sanctions for contract violations, compensation for damages.
• Rights and obligations of the parties.
• Force majeure situations.
• Dispute resolution provisions.
• Contract validity period.
• Contract appendices (if any).

Objects of the Contract Sales of Goods 

Sample the Contract Sales of Goods and Drafting Guide

Drafting a goods sales contract can be carried out in the following steps:

Step 1: Identify basic information for contract signing

• Information of contracting parties: Ensure sufficient and accurate source of information.
• Determine information about goods to be contracted: Including details such as item, quantity, type, etc.
• Determine the price and payment method.
• Define details regarding delivery, returns, warranties, etc.
• Establish rights and obligations of the parties.

Step 2: Gather information and negotiate to agree on the above contents with the contracting party.

Step 3: Draft a comprehensive contract and proceed to sign the contract.

>>>Contract template: Merchandise purchase agreement 

The Contract Sales of Goods

Drafting Contracts Sales of Goods Service at Long Phan

At Long Phan, we provide standardized drafting services for goods sales contracts, including:

• . Advising on selecting the appropriate type of contract for the goods.
• Consulting and evaluating the legality of the contract.
• Reviewing and assessing the contents of the contract.
• Advising on the rights and obligations of contract execution.
• Reviewing the legal aspects of the contract to mitigate potential risks.
• Assisting in drafting goods sales contracts.
• Providing advice on dispute resolution methods in case of disputes. 

By constructing a contract with comprehensive information and terms regarding rights and obligations, we ensure the legal integrity of the contract and mitigate unnecessary risks. If our esteemed readers have any questions regarding contract issues or require consultation and assistance with drafting contracts, please contact us via our Hotline: 0906.735.386.