Structure of Goods Sales Contract

Article overview

Goods sales contract is an important type of document in commercial transactions. Contract structure includes basic information about the parties, contract object, value, payment method, term and performance conditions. Follow Long Phan’s article below for details on the structure of goods purchase and sale contracts according to current legal regulations. Please refer!

Goods sales contract
Goods sales contract

Concept of goods sales contract

Goods sales contract is an agreement between parties on the transfer of ownership of goods from the seller to the buyer.

According to Article 385 of the Civil Code 2015, a contract is an agreement between the parties to establish, change or terminate civil rights and obligations.

For goods, Clause 8, Article 3 of the Law on Commercial 2005 specifically stipulates: “Buying and selling goods is a commercial activity, in which the seller is obliged to deliver goods, transfer ownership of goods to the buyer and receive payment; the buyer is obliged to pay the seller, receive goods and ownership of goods according to the agreement”.

Thus, a goods sales contract is a document expressing an agreement between the seller and the buyer regarding the transfer of ownership of goods. This contract establishes the rights and obligations of the parties in the purchase and sale transaction, including delivery, payment and transfer of ownership of goods.

Form of goods sales contract

According to Article 24 of the Law on Commercial 2005, goods sales contract can be expressed in the following forms:

  • Verbal
  • In writing
  • By specific behavior.

The text format brings many benefits such as:

  • Clearly express the will of the parties.
  • Has high legal value, convenient for dispute resolution.
  • Easy to store and look up.
  • Avoid confusion and misunderstanding of agreement content.

Therefore, in commercial transactions, parties often choose a written form to sign goods sales contract, especially for high-value transactions.

Structure of goods sales contracts between parties in civil transactions

Information of the signing parties

The first part of the contract should clearly state information of the seller and buyer, including:

For individuals:

  • Full name
  • Address
  • Phone number
  • ID card/CCCD/Passport number, date of issue, place of issue
  • Account number and transaction bank.

For businesses:

  • Business name
  • Tax code/business registration code
  • Head office address
  • Phone number, fax number
  • Account number, transaction bank
  • Legal representative information (full name, position, ID card/CCCD/Passport number).

Stating complete and accurate information of the parties helps clearly identify the subject of the contract, avoid confusion and facilitate future communication and transactions.

Information about goods

This section should describe in detail the subject of the purchase contract, including:

  • Commodity name
  • Quantity, weight, volume
  • Type, code
  • Specifications and qualities
  • Origin of goods (if any)
  • Technical specifications (if any).

A clear description and complete information about the goods helps avoid disputes about the quality and quantity of the goods later. If the goods have special technical requirements, the parties can attach a detailed technical data sheet.

Goods information in commercial contracts
Goods information in commercial contracts

Information about payment methods

This section specifies prices and payment methods, including:

  • Unit price of each type of goods.
  • Total contract value.
  • Payment currency.
  • Payment method (cash, bank transfer…).
  • Payment term.
  • Payment location (if paying by cash).
  • Bank account information (if paying by transfer).

The parties need to clearly agree on the payment method to avoid future disputes. In case of multiple payments, it is necessary to clearly state the amount and term of each payment.

Rights and obligations of the parties in the contract

This section details the rights and obligations of the seller and buyer:

Obligations of the seller:

  • Delivery of correct quantity, quality and type.
  • Delivery on time and location.
  • Transfer ownership of goods to the buyer.
  • Warranty of goods (if any).

Rights of the seller:

  • Request the buyer to receive the goods.
  • Require the buyer to pay on time.
  • Claim damages if the buyer breaches the contract.

Obligations of the buyer:

  • Receive goods as agreed.
  • Payment on time.
  • Check the goods upon receipt.

Buyer’s rights:

  • Request delivery of correct quantity and quality.
  • Refuse to receive goods that do not comply with the agreement.
  • Claim damages if the seller breaches the contract.

Clearly defining rights and obligations helps parties clearly understand their responsibilities, thereby fulfilling their contractual commitments.

Terms of contract validity

The end of the contract should stipulate:

  • Effective date of the contract.
  • Validity period.
  • Conditions for terminating the contract.
  • Terms of contract amendments and supplements.
  • Number of contracts made and legal value of each copy.

In addition, the parties can agree on additional terms such as information security, dispute resolution, force majeure… depending on the specific needs of the transaction.

Sample goods sales contract

Below is a sample sales contract for reference:

SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness

CONTRACT FOR PURCHASE AND SALE OF GOODS

Number: …/2023/HDMB

  • Pursuant to the Civil Code 2015;
  • Pursuant to the Law on Commercial 2005;
  • Based on the actual needs and capabilities of the parties.

Today, day… month… year 2023, at…

We include:

SELLER (Party A): Business name: … Business code: … Address: … Representative: Mr./Mrs. … Position: … Phone: …

BUYER (Party B):
Business name: … Business code: … Address: … Representative: Mr./Mrs. … Position: … Phone: …

The two parties agree to sign a goods purchase and sale contract with the following terms:

Article 1: Subject of contract Party A agrees to sell and Party B agrees to buy goods with the following information:

  • Product name: …
  • Quantity: …
  • Quality: …
  • Origin: …

Article 2: Price and payment method

  • Unit price: … VND/…
  • Total contract value: … VND
  • Payment method: …
  • Payment term: …

Article 3: Location and delivery time

  • Delivery location: …
  • Delivery time: …

Article 4: Rights and obligations of the parties 4.1. Rights and obligations of Party A… 4.2. Rights and obligations of Party B…

Article 5: Warranty…

Article 6: Liability due to breach of contract…

Article 7: General Terms…

This contract is made into … copies with equal legal value, each party keeps … copies.

REPRESENTATIVE OF PARTY A REPRESENTATIVE OF PARTY B
(Sign, write full name, stamp) (Sign, write full name, stamp)
Sample goods sales contract
Sample goods sales contract

Consulting services for drafting goods sales contracts

To ensure that the goods sales contract is drafted strictly, in accordance with the law, and protects the rights of the parties, many businesses choose to use professional consulting services.

Long Phan’s contract drafting consulting services include the following scopes:

  • Consulting on conditions and forms of commercial contracts according to legal regulations.
  • Support in negotiating contract terms that optimize the interests of both parties.
  • Drafting a draft bilingual commercial contract.
  • Review and edit contracts according to customer requirements.
  • Consulting on effective and modern contract signing and implementation processes.

Long Phan provides consulting services and supports you throughout the entire process. For detailed advice and support in developing goods sales contracts. Please contact the hotline 0906735386. Our experts will answer all questions and provide the most suitable solution for your business.