Things to note before signing commercial contracts

Signing commercial contracts is a common activity in business operations. Before signing, the parties need to consider a number of necessary factors such as legal, financial and commercial to avoid risks and protect the interests of the participating parties. Understanding contract terms will help businesses make effective business decisions. The article below will note some important issues before signing a commercial contract.

Commercial contracts and main contents in commercial contracts

Commercial activities are activities aimed at profit, including buying and selling goods, providing services, investing, promoting trade and other activities aimed at profit. Commercial contracts can be understood as agreements between traders and related parties to establish, change or terminate the rights and obligations between parties in commercial activities.

Parties participating in signing commercial contracts include traders, organizations and individuals. Commercial contracts stipulate the rights and obligations of the parties in a business transaction. The main content of a commercial contract may include:

• Names and addresses of the signing parties
• Subject matter of contract (goods, services)
• Quantity, quality
• Price and payment method
• Term, place and method of contract performance
• Rights and obligations of the parties
• Liability for breach of contract
• Dispute resolution method

Commercial contracts play an important role in business activities. It is the legal basis for parties to carry out transactions and resolve disputes, if any. Signing an accurate commercial contract will help protect the interests of the parties involved and promote the development of commercial activities.

Pursuant to the content of Clause 1, Article 3 of the Commercial Law 2005, Article 398 of the Civil Code 2015.

Conditions for validity of commercial contracts

A commercial contract is valid when it fully meets the conditions prescribed by law. These conditions include elements of the subject, form, content and validity of the contract. Ensuring these conditions makes the contract legally valid and binding on the parties.

About the subject signing a commercial contract

The subject signing a commercial contract must have full legal capacity and civil act capacity.

Parties participating in signing commercial contracts include:

• Traders (individuals and organizations that conduct commercial activities independently and regularly)
• Commercial legal entities (enterprises, cooperatives)
• Individuals operate commercially independently and regularly
• Other subjects as prescribed by law

For individuals, the signatory must be at least 18 years old and have full civil act capacity. For organizations, the signing representative must have authority according to the provisions of law or the organization’s charter.

When signing a contract, the parties need to present documents proving the legal status of the signing representative. Correct identification of the signing entity helps ensure the legal validity of the commercial contract.

Regarding the form of contract

Commercial contracts can be concluded verbally, in writing or by specific conduct. However, the written form is encouraged to be used to ensure rigor and ease of proof in the event of a dispute. Contracts through electronic means in the form of data messages according to the provisions of law on electronic transactions are considered written transactions.

For some specific types of contracts, the law requires that they be made in writing, such as housing purchase and sale contracts, land use rights transfer, promotional service contracts, and trader representation contracts. , commercial processing contracts, etc. In addition, the parties can agree on the form of contract suitable for their transaction.

Based on the content of Article 119 of the Civil Code 2015, Clause 15, Article 3, Article 90, Article 142, Article 179 of the Commercial Law 2005.

About the content of the contract

The content of commercial contracts must comply with the provisions of law and not violate social ethics. The terms of the contract need to be clearly and specifically stated to avoid misunderstandings and disputes later.

The parties may agree to supplement other contents appropriate to the specifics of the transaction. However, it should be noted not to include provisions in the contract that violate the law or are contrary to social ethics.

When signing a commercial contract, the parties need to pay attention to ensuring the legality and completeness of the above contents. Clear and detailed provisions of the terms will help limit risks and disputes later.

Regarding voluntariness when entering into a contract

The contract must be signed on the basis of voluntariness, free will, without coercion, deception or coercion from any party.

The parties voluntarily agree on issues to arise, change, or terminate their rights and obligations.

It should be noted that the effective date of the contract is agreed upon by the parties. If there is no agreement, the contract takes effect from the time of signing. For contracts that must be registered or notarized according to the provisions of law, the contract’s validity is calculated from the time of registration or notarization.

Based on the content of Article 117, Article 401 of the Civil Code 2015; Clause 1, Article 5 of the Law on Notary 2014.

Notes before signing a commercial contract

Before signing a commercial contract, the parties need to pay attention to a number of important issues. Careful preparation helps limit risks and ensure rights during contract implementation. The parties should carefully learn about partners, markets and relevant laws.

Some key notes when signing commercial contracts:

• Verify the legal status and capacity of the partner
• Carefully study the terms of the contract
• Ensure the legality of the contract
• Clearly define the rights and obligations of the parties
• Anticipate risk situations and solutions
• Consult experts when necessary

Parties also need to pay attention to the language used in the contract. For international commercial contracts, bilingualism should be used and clearly stipulate which language has priority legal value when there are differences. Contract drafting needs to ensure accuracy and clarity to avoid misunderstandings and disputes later.

Consulting services for signing commercial contracts

Commercial contract signing consulting services provided by Long Phan will help businesses and individuals ensure their rights when participating in transactions. Consulting experts will assist in drafting, reviewing and advising on issues related to commercial contracts.

The scope of consulting services for signing commercial contracts includes:

• Draft contracts as required
• Review and amend contracts
• Consulting on contract terms
• Legal risk analysis
• Support contract negotiations
• Consulting on resolving contract disputes

At Long Phan, we provide professional commercial contract signing consulting services. Our staff will support customers throughout the process from drafting to signing and implementing contracts. With extensive experience in the commercial field, we are committed to providing optimal solutions for customers.

Signing commercial contracts requires caution and understanding of the industry, field and relevant legal regulations. Before signing, businesses need to clearly define the goals, scope of the contract, and research partners and the market. Businesses can use consulting services to increase their success rate when negotiating and signing commercial contracts. If you have any questions, please contact Long Phan via hotline: 0906.735.386 for support.