How to draw up a simple version of a standard purchase and sale agreement
According to Art. 454 of the Civil Code of the Russian Federation, a sales contract is an agreement under which goods are transferred from the seller to the buyer. Before you begin preparing the document, you need to pay attention to the form of the contract and the essential terms. If the agreement is used in the course of business activities:
- its form must be simple written;
- the essential conditions will be the name of the item for all sales transactions and the price of the goods for real estate transactions (Article 550 of the Civil Code of the Russian Federation).
If the conditions are not met, then in the first case the contract may be declared invalid, and in the second - not concluded (on recognition as not concluded, see paragraph 1 of the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated February 25, 2014 No. 165).
In addition to these two parameters, the contract usually specifies:
- Terms of payment: advance payment, deferred payment, payment upon delivery, provision of a commercial loan. If an installment plan is provided, then you will additionally need to indicate the cost of the goods, the term of payment or payments and their amount (see Article 489 of the Civil Code of the Russian Federation).
- Deadline for transfer of goods.
- Guarantees.
- Return conditions.
Based on this, the form simple option purchase and sale agreements must be filled out, paying attention to the presence of all necessary conditions achieved during pre-contractual communication.
How to fill out a ready-made form for a standard purchase and sale agreement
Sometimes, if it is not a lawyer, but a specialist of a different profile who is preparing the documentation for the transaction, he or she has questions about how to fill out the purchase and sale agreement. There are several conditions:
- Signing can only be done by an authorized person. If it is acting under a power of attorney, it must contain the authority to make a transaction. Usage electronic signature is not prohibited by law, however, if you plan to use it, it is reasonable to stipulate this in the contract, including the choice of a certification center (determination of the RF Armed Forces dated January 18, 2018 in case No. A40-4350/2016).
- It is not necessary to put a seal if the legal entity does not have one. However, even if there is a seal, it may not be affixed to the contract; this does not affect its validity or conclusion (determination of the RF Armed Forces dated December 3, 2015 in case No. A55-19550/2014). The product can be described both in the contract itself and in the specification, which is an integral annex to it. It is required to indicate the name (Article 455 of the Civil Code of the Russian Federation) and quantity of the product (Article 465 of the Civil Code of the Russian Federation).
- The price must be indicated in such a way that there is no doubt about its agreement and the contract is not recognized as not concluded. About the negative aspects of incorrectly indicating the price, for example, deliberate underestimation, read the article “If the price in the sales contract is underestimated - the consequences.”
A sample of filling out a purchase and sale agreement can be downloaded from the link: Sample of a standard purchase and sale agreement .
Is it possible to fill out a standard contract online?
For the purchase and sale agreement, online filling is available in two options:
- filling out a ready-made form posted on the website and then printing it out;
- sending only an electronic document to the counterparty.
The second method is allowed by the Civil Code of the Russian Federation. But there is one condition: the parties must be identified. This can be achieved by using an electronic signature.
Such an agreement may be requested by the Federal Tax Service during an inspection and it will be necessary to prove that it was actually concluded. If the parties reach an agreement on email correspondence, without drawing up a separate document, the court may establish that, in accordance with the provisions of Art. 438 of the Civil Code of the Russian Federation, the acceptance was received in the proper form (see the resolution of the Federal Antimonopoly Service of the Moscow Region dated December 11, 2014 in case No. A40-15923/14).
In practice in in electronic format Most contracts are formed that are concluded on electronic trading platforms.
The main category of disputes in this case are those when changes are made to the online agreement during its implementation by one of the parties that worsen the position of the other party, which is a violation of clause 4 of Art. 445 of the Civil Code of the Russian Federation (see resolution of the 17th AAC dated April 22, 2015 in case No. A60-46071/14).
Knowing how to draw up a purchase and sale agreement in accordance with the law, both on paper and electronically, any commercial problem can be solved in a few minutes.
Contract for the sale of goods(a sample of which is easy to find on the Internet) is in cases where a verbal agreement is not enough. Parties wishing to formalize the obligations of counterparties on paper draw up a single document in accordance with all the rules of civil law, and then sign it, after which the transaction is considered concluded.
When is a written contract for the sale of goods required?
In the Civil Code of the Russian Federation there are two similar types of transactions for the transfer of ownership of various property: purchase and sale and delivery of goods. They differ in their scope of application. When concluding commercial transactions for the supply of goods, a supply agreement is used. Individuals resort to drawing up a contract for the purchase and sale of goods.
If citizens formalize a transaction for the sale of goods whose cost exceeds 10,000 rubles, they must enter into a written agreement. This requirement may seem onerous, but its purpose is to ensure the rights of both parties. If a partner violates his obligations, the injured party may apply to the court to protect his interests. Judges look at oral agreements with skepticism. They need to be supported by significant evidence and witness testimony. It's much easier to sign an agreement.
Contents of the purchase and sale agreement and its form
| Download the contract form |
Each type of transaction is regulated by separate rules and provides prerequisites which the parties must agree upon before signing the contract. The only essential condition that the parties need to agree upon when concluding a purchase and sale agreement is the product condition. If, after reading the contract, the name of the product and its quantity to be sold becomes clear, we can assume that the condition has been agreed upon.
However, the flexible structure of the contract allows the parties to stipulate all the important points for a particular transaction. If you take several samples of a contract for the purchase and sale of goods, then in almost each of them you can see the following conditions:
- the price of the product;
- product range;
- product quality;
- completeness of the goods;
- containers and packaging;
- liability of the parties (can be specified for each violation, for example, in case of discrepancy in the quality of the product or its completeness).
The principle of freedom of contract, enshrined in civil law, gives the parties the opportunity to independently insert into the contract those conditions that they consider the most important. The main thing is that they do not contradict the law.
It is enough to conclude a contract for the purchase and sale of goods in simple written form. Notarization of a transaction is possible only with the expression of the will of both parties.
Amendment and termination of the purchase and sale agreement
If both parties agree to amend or terminate the contract, this is done without any difficulty. It is necessary to draw up an additional agreement in the same form as the contract and sign it. The same applies to termination of the contract.
However, if only one of the parties insists on the change or termination, and the second continues to adhere to the obligations already undertaken, the procedure becomes somewhat more complicated. To achieve your goal, you will have to find a compelling justification for this.
The Civil Code of the Russian Federation specifies several reasons why a contract can be changed or terminated. Here they are:
- the buyer has the right to withdraw from the contract if the seller did not transfer the goods within the allotted time period or transferred them in the wrong quantity or assortment;
- when transferring low-quality or incomplete goods, the buyer may demand a price reduction or refuse the goods;
- the seller may require the buyer to withdraw from the contract if he does not pay or does not want to accept the goods.
Each of these situations has its own rules and clarifications that should be followed if it is decided to force the counterparty to change or terminate the contract. But on general rule unilateral refusal to perform a contract is equivalent to its termination or modification.
Where can I download a standard purchase and sale agreement?
You can download the purchase and sale agreement for goods on many websites. But at the same time, you need to make sure that it is suitable for the legal relationship that has developed between the parties. Also, we must not forget that legislation is constantly changing. It is possible that the chosen option no longer complies with current standards.
When choosing a sample contract, you should be guided not only by the name, which does not always correspond to the essence of the relations it regulates. You need to carefully study the content.
A sample contract for the sale and purchase of goods is used by those entering into a transaction to confirm their oral agreements. The written form guarantees both parties that in the event of a dispute, they can also use the judicial form to protect their rights and interests. If the contract is drawn up correctly, its validity will not be disputed, which means that when resolving the dispute, the judge will proceed from the conditions written in the text of the contract.
The purchase of real estate is necessarily accompanied by the conclusion of a purchase and sale agreement. What you should pay attention to when concluding it, and what points to consider before signing the document.
Features of drawing up a contract
What documents are required for the contract?
The package of documents required to conclude an apartment purchase and sale agreement depends on legal status the object of sale itself, that is, the apartment, and the parties entering into the contract, that is, the seller and the buyer.
- Title documents for the apartment - agreement of donation, privatization, purchase and sale, etc.
- Certificate of state registration of rights to the apartment.
- EZhD is a single housing document, valid for 1 month.
- Certificates from narcologists and psychologists.
- Certificate of the value of the property from the BTI, as well as technical specifications dwellings.
- Notarized consent of the spouse to conclude a transaction, or his personal participation in its completion.
- A notarized power of attorney for representation, if the participant in the transaction cannot be present at its conclusion for any reason.
- Personal documents of the seller and buyer identifying them.
Documents are provided in originals or notarized copies. The spouse's permission to sell the apartment is mandatory, since otherwise he retains the right to challenge it in court, and a valid reason for invalidating the agreement.
If a minor child is registered in the apartment
If the apartment being sold is registered minor child, then the written consent of the parents is required for his correspondence to a new place of residence. If the apartment is the full or shared ownership of a minor child (inheritance, gift, etc.), then permission from the guardianship and trusteeship authorities is required to complete the transaction.
Mandatory points for drawing up an apartment purchase and sale agreement
The contract itself can be drawn up either by a realtor or by an official authorized to perform such actions. However, the notarized registration of the purchase and sale transaction has evidentiary force in court. According to the agreement, the agreement is drawn up in writing.
The obligatory clauses of the contract are:
- Data of the parties, namely their full name, place of residence and passport details.
- Cost of the apartment.
- Details of the apartment being purchased - location address, area and residential purpose.
- Encumbrances or lack of them on the apartment.
- If the seller has a registered marriage, then the spouse’s permission to complete the transaction must be indicated. In the absence of a spouse, this is also indicated in the contract.
- Absence of other owners and persons registered in the apartment.
8. The SELLER is not in a registered marriage at the time of purchasing the specified apartment.
9. From the moment of registration of this agreement with the Department Federal service state registration of cadastre and cartography in Moscow and state registration of the transfer of ownership, the BUYER acquires ownership of the specified apartment and takes over in accordance with Art. 26 of the Law of the Russian Federation “On the fundamentals of federal housing policy” obligations to pay real estate taxes, and also bears the costs of repairs, operation and maintenance of the apartment and, in proportion to the occupied living space, participates in the costs associated with maintenance and repairs, including engineering equipment, common areas of the house, maintenance local area and repairs, including major renovations of the entire house.
10. Before signing the transfer deed, the risk of accidental loss or accidental damage to the specified apartment and responsibility for its safety lies with the SELLER.
11. When signing this agreement, the parties confirm that they are acting voluntarily, not forced, on mutual favorable conditions, understand the significance of their actions and are not mistaken about the transaction, have not been deprived or limited in their legal capacity, are not under guardianship or trusteeship, do not suffer from diseases that prevent them from understanding the essence of the agreement being signed, and they also do not have circumstances forcing them to make this transaction at extremely unprofitable for yourself conditions.
12. This agreement is considered fulfilled subject to the full settlement of the BUYER with the SELLER for the sold apartment, as well as the transfer by the SELLER to the BUYER of the specified apartment within the period established by this agreement, according to the transfer deed signed by both parties.
13. The parties to this agreement, guided by articles (Freedom of contract), (Responsibility of the seller in the event of seizure of goods from the buyer) of the Civil Code Russian Federation, have agreed that in the event that the court recognizes this agreement as invalid or terminates this agreement due to circumstances arising through the fault of the SELLER or as a result of violation of the rights of third parties (on the part of the SELLER), which the court considers subject to satisfaction, and the seizure of the specified apartment from the BUYER, the SELLER undertakes to purchase in the name of the BUYER equivalent residential premises in a house of a similar category in the same area of Moscow, or otherwise provide cash for the independent acquisition of an apartment, based on the cost of similar housing in force on the market at the time of termination of the contract, as well as to reimburse all incurred expenses and losses associated with the acquisition of this apartment. In this case, the apartment cannot be withdrawn from the BUYER until full compensation for losses.
14. Contents of Art. ( State registration real estate), (Written form of transaction), (Transactions made in simple written form), ( General provisions on the consequences of the invalidity of the transaction), (Rights of the owner to own, use and dispose of his property), (Burden of maintaining property), (Risk of accidental loss of property), (Grounds for acquiring ownership rights), (Moment of emergence of ownership rights), (Ownership of residential premises), (Apartment as an object of ownership), (Common property of apartment owners in apartment building), (Rights of family members of the owners of residential premises), (Grounds of liability for violation of obligations), 433 (Moment of conclusion of the contract), (Form of the contract), (Grounds for changing and terminating the contract), (Changing and terminating the contract due to a significant change in circumstances ), (Procedure for changing and terminating the contract), (Consequences of changing and terminating the contract), ( General definition sales contract and the scope of its application), (Transfer of goods free from the rights of third parties), (Responsibility of the seller in the event of seizure of goods from the buyer by third parties), (Responsibilities of the buyer and seller in the event of a claim for seizure of goods),
Each of us enters into purchase and sale agreements without even thinking about what we are doing. The most ordinary purchase in a store is also the conclusion of a purchase and sale agreement, although without drawing up a written agreement.
The essence of this type of agreement is as follows: one party, the real owner of the thing, undertakes to transfer the agreed property into the ownership of the other party, and the second party undertakes to accept such property and pay for it.
The agreement can be concluded either in written or oral form. In cases directly established by law, failure to comply with the written form of the contract will entail its invalidity.
But even if a mandatory written form for the contract is not established, it is much safer to reflect all the agreements reached on paper - this way there are fewer legal risks.
Drawing up a purchase and sale agreement (hereinafter also referred to as “SPA”) cannot be called an overly complicated undertaking - the terms of the agreement are clear and intuitive. But even in such a transaction there may be nuances, to identify which it is recommended to contact a lawyer if there is even the slightest hint of contractual risk.
Every contract has essential conditions - these are conditions without which the contract will not be considered concluded.
If the contract does not reflect the essential conditions, then no fulfillment of obligations cannot be demanded from each other - the contract has not been concluded, therefore, rights and obligations will also be considered unestablished.
If you go to court to force the person to fulfill an obligation under a contract that does not define the essential terms, the court will also refuse to satisfy the claims as having no contractual basis.
As for the DCT, the only essential condition for it is the subject of the agreement - a certain object (property), the transfer of which from the seller to the buyer is agreed upon by the parties.
If you enter into PrEP, always pay Special attention subject of the transaction.
However, the contract cannot contain only an essential condition - in order to avoid legal risks, indicate in the text of the contract the most complete information about the rights and obligations of the parties, amounts, terms and other conditions that are important for the case.
Generally speaking, the DCP should contain the following information:
- Information about the date and place of conclusion of the contract. Name of the agreement (practice agreement for something);
- Information about the parties to the transaction (full name of the seller and the buyer), if necessary, representatives and details of their powers of attorney are also indicated;
- Subject of the agreement. Describe in this clause of the contract what kind of property is transferred between the parties - name, quantity, if the item has documents, then information from these documents (for example, when buying and selling a car, all data from the title should be entered into the contract);
The task of the contract drafter is to write everything down so that the item can be identified unmistakably.
For example, if you indicate that the subject of the agreement is a computer desk, then this will be a shining example no contract concluded.
Under this concept Literally any table on which office equipment can be piled can be considered. The subject will not be determined.
But if you write that we're talking about O computer desk a specific brand, name its manufacturer, describe the dimensions and other information specified by the manufacturer, then the item will be considered properly determined, and the contract will be concluded.
If specifications and GOSTs are established regarding the subject of the transaction, then indicate that the transferred property must comply with them (with numbers and dates of adoption of quality standards).
- Price and payment procedure. Although the transaction amount is extremely an important condition, it is not significant, since the price can be determined not only in the contract, but also according to the market conditions that have developed in the region;
However, a contract is not the place for legal experiments, so as not to determine the price clearly enough.
The price must be determined in order to avoid unnecessary risks. Write down the price for the entire product or per unit (with the total amount resulting in the end).
Indicate both the numerical designation of prices and the alphabetic decoding in order to prevent unforeseen consequences and unfair actions.
Regarding the payment procedure, here indicate a method convenient for the parties - cash or non-cash payment.
Don't forget to indicate payment terms as well.
- Rights and obligations of the parties. Here the parties are free to provide any conditions they need. In particular, the following conditions can be specified:
- quality checking;
- possibility of replacing goods;
- deadlines for eliminating defects in the product;
- other conditions.
The parties are not constrained in their choice of establishing contractual rights and obligations - the principle of freedom of contract allows them to introduce any required conditions, the main thing is that they do not conflict with legislative norms.
- Duration of the contract, terms of delivery of goods. If the subject of the contract is not transferred immediately, then be sure to include the deadline for transferring rights to it or the deadline for its delivery in the text of the contract;
- Responsibility of the parties for violation of the terms of the contract. Here write down the penalties that will be applied to the violator;
- Force majeure circumstances. These are conditions that are called force majeure at the everyday level - any natural disasters or man-made disasters, wars, which make it impossible to fulfill the contract. This clause, although rarely used in life, has become firmly established in contractual practice;
- Conditions for termination of the contract. Also, always write down this point in detail; you have to refer to it very often if something goes wrong;
- Details of the parties. If the parties are individuals, then you must enter your full name and passport details here; if legal – data from the Unified State Register of Legal Entities;
- Signatures of the parties and date of signing. If you do not set dates, then the date of drawing up the contract document, which is indicated in the “header,” will be considered the signing of the contract.
A seal is not a mandatory attribute of a contract, even if one of the parties is a legal entity.
Features of the purchase and sale agreement
The essence of the contract, as mentioned above, is the transfer of ownership of certain property from one person (owner, seller) to another person (new owner, buyer).
To minimize risks, draw up the text of the contract taking into account real conditions, and do not blindly use ready-made templates from the Internet.
Depending on the subject of the contract, the terms in the agreement need to be adjusted to the situation.
In particular, if an agreement is concluded between persons that involves several deliveries of goods, then the main agreement can be in the form of a framework agreement (general agreement of intent), and the direct quantity of the transferred goods can be provided for in the specifications for such an agreement.
But in any case, the main thing is to correctly identify the subject of the transaction so as not to have problems in connection with the recognition of the contract as not concluded.
Common mistakes in the process of filling out a purchase and sale agreement
Most often, when drawing up a policy, mistakes are made due to simple ignorance. Some kind of template is used, downloaded from the Internet, in which everything that was written by its compiler is left in it according to the principle “the more text, the better.”
This approach is fundamentally wrong. Of course, you can leave some standard clauses in the contract, for example, those relating to force majeure circumstances (the wording in them is more or less standard), but adapt all other wording to suit yourself.
The most common mistakes when drawing up a contract are:
- Incomplete description of the subject of the transaction, which is why the contract will be considered not concluded;
- Incomplete indication of information about the parties to the transaction (it is important to include all passport data and information from the Unified State Register of Legal Entities, depending on whether individuals or legal entities are parties to the agreement);
- Signing the contract in one copy. The minimum number of copies must correspond to the number of parties to the contract;
- The contract is considered concluded from the moment of acceptance - that is, from the moment the contract is signed by the second party. If you do not specify the date of signing, the date of the document or the date specified in the text will be used. Be careful with these points;
- Negligence in indicating the rights and obligations of the parties. This is an important point, do not neglect to fill it out correctly;
- Failure to indicate the grounds for termination of the contract. Another important point of legal significance. Always state these reasons in detail.
Let us repeat that the specifics of filling out the DCP will be largely related to the subject of the transaction. But always describe it in as much detail as possible. If the contract is drawn up in relation to transport, the PTS will help identify the item, if real estate - an extract from the Unified State Register.
If an item has individual characteristics, then indicate all of them.
A sample product purchase agreement will help users create a written warranty agreement. The sample can be downloaded for free from this link.
Sale and purchase of goods between individuals and legal entities, almost always accompanied by a written document. Oral legal relations are used less and less by participants, since everyone needs guarantees. Sample contract for the sale of goods located on this page will help users create the necessary pact and apply it in their own practice. Like all legal acts, the sale of goods has essential features. Let's look at them in this article. Without these points, the paper will not be legitimate. The agreement is given legal force not only by the signatures of the parties, but also by its content.
You can download the sample absolutely free via a direct link without any restrictions. Each person composing and signing a contract for the alienation of goods should carefully check every letter and number in its content. It is not advisable to make grammatical and punctuation errors in the narrative. It is extremely important for the reader and the subject of the legal relationship who signs the contract to think deeply about what is written and know their own rights and obligations in order to avoid controversial situations in the future.
Mandatory clauses of the goods purchase and sale agreement
:- The name of the pact, the date and place of its composition are traditionally written at the top;
- Below are the details of the participants, subject;
- Next are entered technical features the object being sold and purchased;
- Powers, obligations, responsibilities, force majeure, other items;
- At the discretion of the subjects, other agreements that do not infringe on their rights are included in the contract for the purchase and sale of goods;
- Signatures, transcripts, seals.
