Consulting, Drafting Goods Sales Contracts

Buying and selling goods is the most popular business activity in the market. All individuals and organizations can participate in goods buying and selling activities (whether active or passive). When buying and selling goods, the parties should sign in writing to ensure transparency and clarity in the transaction, and avoiding disputes.

Relevant legal documents

1. Law on Commercial 2005
2. Civil Code 2015

Contents required in the Goods Purchase Contract

1. Information of parties: includes name of individual/organization (and representative of the organization), ID number or tax code/business code (business case); Contact information of each party (address, phone number, email, website); Bank account information (for payment transfer); authorization letter information (if any).
   In addition to the information of the Seller and the Buyer, there may also be information of other third parties, such as the designated consignee, the designated payer/receiver, etc.
2. Main Information about goods:
   • Category, quality (color, size, material, physical and chemical properties, origin, etc.).
   • Packaging specifications, measurement standards.
   • Quantity.
   • Unit price.
   • Intellectual property ownership provisions for goods (especially for exported items).
   • Warranty information.
3. Information about Goods Delivery: The most crucial information is the responsibility for goods delivery (buyer, seller, or a third party).
   Besides, It is needed to clearly define the location for goods delivery: at the seller’s warehouse or the buyer’s warehouse; specify loading and unloading costs incurred by each party (from the warehouse to the vehicle, from the vehicle to the warehouse).
   Responsibility for inspecting goods upon delivery is also a significant concern, and there should be a specific delivery receipt to avoid disputes regarding the quality of the goods (accompanied by documentation on the origin of the goods, personal documents of the person receiving the goods).
   The final information is the delivery schedule, as well as any additional storage costs (if any) if the recipient delays receiving the goods and cases can stop delivering/receiving goods (if there is an agreement).
4. Payment which is included: Deposit information, installment payments, payment methods, payment fees (e.g., transfer fees), and cases that payment shall be suspended.
5. Responsibilities of the parties: on time delivering responsibilities, with the correct category, quality, and quantity for the seller; Responsibilities for receiving goods and making timely payments for the buyer; Responsibility for inspecting goods upon delivery of both parties; Other responsibilities specific to each type of goods.
6. Provisions for installation, warranty, maintenance, and usage instructions: Depending on the type of goods.
7. Provisions for contract violations penalties: Depending on the agreement of the parties.
8. Provisions for Force Majeure Cases: cases that prevent both parties from fulfilling the contract, such as natural disasters, floods, etc.
9. Agreement on dispute resolution venue and other general provisions. 
   The contract sale of goods can be considered as the most common contract in business activities which is closely associated with the majority of enterprise operations. Besides the contract sale of goods, there is also the service supply contract, with similar contents, only changing the contract object from goods to services (and involving some specific provisions related to services, such as requirements regarding the individuals performing the service, the stability level of the service, etc.).

If there are any questions or concerns related to the contract for the purchase and sale of goods, please do not hesitate to contact An Luat Vietnam for support and advice.