Commodity trading is a central activity in trade exchanges, playing an important role in promoting the development of the economy. The goods sale and purchase relationship is expressed in a certain legal form as a contract for the sale of goods. A contract for the sale of goods is an agreement of the will of the parties, whereby the seller is obliged to deliver the goods to the buyer and receive money, and the buyer is obliged to pay and receive the goods. Accordingly, a contract for the sale of goods includes the following four basic characteristics:
Firstly, about the subject : a contract for the sale and purchase of goods is established between subjects, mainly traders.
Second, in terms of form: a contract for the sale of goods can be established in the form of words, documents or specific acts of the contracting parties. In cases where it is required by law to be made in writing, such provisions must be complied with.
Third, about the object: the contract of sale of goods must be goods including all types of movable property and things attached to the land. Goods here must be legal goods, allowed to trade.
Fourth, about the content :
In the goods sale and purchase relationship between the parties, the seller is obliged to deliver the goods, transfer the ownership of the goods to the buyer and receive money; The buyer is obliged to receive the goods and pay the seller. The usual aim of the parties is profit.
For a contract for the sale of goods to be valid, it must satisfy certain conditions as prescribed by law. The Commercial Law 2005 does not have any provisions on the conditions of validity of a contract of sale and purchase of goods. Therefore, the determination of conditions will be based on the concept and characteristics of the goods sale and purchase contract as well as the provisions of the Civil Code 2015 on the effective conditions of civil transactions and the provisions of the Civil Code 2015. other relevant documents as a basis. Article 117 of the 2015 Civil Code stipulates as follows:
“first. A civil transaction takes effect when the following conditions are fully satisfied:
- a) The subject has civil legal capacity, civil act capacity in accordance with the established civil transaction;
- b) Entities participating in civil transactions completely voluntarily;
- c) The purpose and content of the civil transaction do not violate the prohibition of the law and do not violate social ethics.
- The form of a civil transaction is the effective condition of a civil transaction in case it is provided for by law.
Accordingly, a goods sale and purchase contract g will take effect when the following conditions are fully satisfied:
- On the principle of entering into a contract :
A contract is an agreement of the will of the parties. The parties are free in expressing their will, aiming for the interests of the parties and at the same time not infringing upon the legitimate interests that the law needs to protect.
- Regarding the subjects participating in and entering into the contract:
The subject of a contract of sale and purchase of goods must be a person with full civil act capacity to perform the rights and obligations under the contract.
In addition, the subject of the contract of sale and purchase of goods must also be competent, that is, the subject of the contract must be the legal representative of the trader (the legal representative or the authorized representative).
- Regarding the subject of the contract :
The subject matter of a contract for the sale of goods is goods. Clause 2, Article 3 of the 2005 Commercial Law stipulates that goods include:
“a) All types of movable property, including movable property formed in the future;
- b) Things attached to the land”.
Thus, the goods in commerce that are the subject of purchase and sale can be goods that currently exist or may be formed in the future, which can be movable or immovable property. However, these goods must be legal goods and must not be in the cases of goods banned from trading in the List of goods and services banned from business.
- Regarding the content of the contract :
A goods sale and purchase contract expresses the rights and obligations of the parties in the sale and purchase relationship, whereby the seller is obliged to deliver the goods, transfer the ownership of the goods to the buyer and receive money, while the buyer is obliged to Receive the goods and pay the seller. The content of the contract includes the terms recorded in the contract, including the terms: Name of goods, quantity, quality/quality, price, payment method, delivery…. In addition, the parties can also agree on other terms of the contract. However, the number of terms and the type of terms is not a condition for voiding the contract. The terms of the contract must be in accordance with the law, any provision that is contrary to the law will be void. In other words, the content of the contract cannot be a condition for the total invalidity of the contract.
- Regarding the form of the contract :
Article 24 of the 2005 Commercial Law provides for the form of a goods sale and purchase contract as follows:
“ 1. Goods sale and purchase contracts are expressed orally, in writing or established by specific acts.
- For all types of goods sale and purchase contracts that must be made in writing by law, such provisions must be complied with .
Thus, goods sale and purchase contracts can be signed in any form, except those with specialized regulations such as international sales contracts, power purchase and sale contracts, etc., which must be in writing. copy. In other words, the condition of the form of a contract only applies to some types of contract that the law specifically provides for the form, but not to all contracts for the sale of goods.
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