Things you need to know about Buying and Selling transaction.

Buying and selling goods has become a fairly common commercial activity. In particular, the purchase and sale are made based on the agreement and voluntariness of the parties involved. In Clause 8, Article 3 of the 2005 Commercial Law: “Sale of goods is a commercial activity whereby the seller is obliged to deliver goods, transfer ownership of goods to the purchaser and receive payment; the purchaser is obliged to make payment to the seller, receipt of goods and ownership of the goods as agreed “.

In commercial business activities, domestic business activities in particular and international business activities in general, the parties involved in commodity trading all promote the agreement of the parties in the process of establishing a trading relationship, however, this agreement must comply with laws and regulations. In Vietnam, sales contracts are governed primarily by the Civil Code and the 2005 Commercial Law.

Clause 1, Article 24 of the 2005 Commercial Code prescribes the “form of purchase and sale contract” as follows:

_ Contracts for purchase and sale of goods are made in writing

_ Contracts for purchase and sale of goods are made verbally

_ Contracts for purchase and sale of goods are made by acts

Particularly for types of purchase and sale contracts prescribed by law which must be made in writing, such provisions must be complied with. However, in cases where it is required by law to be in writing (for convenience in tax administration or for carrying out customs procedures, protecting the legitimate rights and interests of involved parties, etc.), it is compulsory for contracting parties to follow.

At present, information technology is developed in fact, there are many transactions without specific contracts, the conclusion of the contract is only through email, text messages and is evidenced by acts such as the seller makes delivery or the buyer pays. This is also a form of contract that carries many risks because the buyer refuses to pay because there is no specific written contract. However, according to the Civil Code 2005, Clause 1, Article 124, provides for a form of civil transaction as follows: “Civil transactions are expressed in words, in writing or in specific acts. Civil transactions via electronic means in the form of data messages are considered to be written transactions. ”. Based on the above provisions, sale and purchase contracts may be made in the following forms: Speech, Email and other specific behaviors.

Under the current law, there is no document that states when the sale of goods is required to sign a contract and in what form? Written, verbal, or specific behavior? VAT and CIT laws are also not required to have a written economic contract but only require a reasonable and valid document. Thus, the trading contracts may be signed in any form, except for contracts with specialized provisions such as: international trading contracts, electricity trading contracts, etc., which must be made in writing. In other words, the formality of a contract only applies to certain types of contracts that the law specifies in terms of form, not all sales contracts. Therefore, when the seller can provide adequate and valid proofs, the purchaser is required to fulfill the payment obligation to the seller according to Clause 3, Article 434 “Time limit for performance of the contract” and article 440 “Payment obligations” of the 2015 Civil Code.


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