THE ISSUE OF SUPPLY CONTRACTS
Supply contract in the usual economic activity of any entrepreneur, both large and small entrepreneurs, is perhaps the most popular civil law contract. However, not every entrepreneur pays attention to the legal content of the Contract, preferring to make the transaction as fast as possible. At the same time, hastily prepared a Contract may contain significant defects, upon detection of which is under threat may be the entire deal.
To minimize these risks will help based on their own practice 3 simple rules for any entrepreneur in the Contract of delivery. About them and will continue it:
Rule # 1. As much detail as possible identify the goods sold.
Not once, not twice receiving to check our contracts managers in the "subject of the Contract" could be read "the Vendor conveys, and the buyer accepts the grain, the Buyer undertakes to accept and pay for the delivered batch of chocolate bars".
With this you specify the name of the product, the risk of recognition of the Contract null and void, due to the disagreement with the essential condition of the subject matter of the Contract. Explaining this provision to sales, it is easy to stumble in confusion and irritation on the part of the performers. Thus, even if you succeed to convince "salespeople" in the right, the question arises – how much detail to paint the features of a product to identify it? Unfortunately, even in the legal practice frontier "consistent/inconsistent" of the subject Contract very unsteady and very often, determined by the judge for each specific case. However, when negotiating the Agreement are encouraged to describe the subject, therefore, to be able guaranteed to distinguish the transferred goods from the market counterpart.
Rule # 2. Do not forget to specify the obligation to transfer the goods along with the necessary documents to him.
Very often ignore the condition of the transmission in conjunction with the product documentation turns into a feverish search of partner contacts during inspections by state authorities or, if necessary, to resell the goods. Thus, often insert the phrase "transfer documents" cannot be considered adequate, as the understanding of the "necessary documents" could seriously be different for you and your company. You should always together with the contractor under the Contract to perform, what documents need to work with resale, which the certification data item should be provided in case of inspection by the competent authority and so on. The resulting list should be recorded in a separate paragraph of the contract. Such caution will not be superfluous, because not only will you be able to document the information about the product but also be able to verify the integrity of your contractor, is ready to present all the documents for the goods.
Rule # 3. Detail procedure of transfer of the goods.
Very often when drawing up Contracts, even lawyers with serious experience is limited to vague wording – "the Supplier is obliged to convey, and the buyer to accept the goods such that the number in this place." In practice the wording of the contract but rather creates additional issues with the transfer of goods, as if by a specified date to transfer the goods failed, as they must be transferred to another day? But if the representative of the supplier provided in the transmission of defective goods, and its inspection and verification of the Treaty? It is also possible that when the buyer arrives the representative without power of attorney, and arguing that the absence of the agreement's requirements about the presence of authority, takes the product, thus, after some time, a real buyer will tell you about stealing insider information from his competitors and corporate blackmail. To avoid these problems, we need as thoroughly as possible and describe in detail the procedure for the transfer of goods. The most successfully in such a situation shows the method of playback of the steps of the performer, when every moment, beginning from the appearance at supplier and ending with the loading of the equipment described and specified in the Contract. The danger of falling into the Procrustean bed of language will be offset by the clarity of the provisions and honed, together with the performers, the order of actions when interacting with the company.
The above recommendations are only a small part of the necessary set of elements to which you should pay attention as a professional lawyer, and man, the first time constitutes a Contract. Anyway, it is how you formulate the Contract depends not only on the actual transaction, but, in case of disputes, it defended in court.
Return to the list