The delivery of goods is carried out by different companies only in a legal and official way. For this, a supply contract is used. It should be drawn up correctly and taking into account the many nuances. The features of the supply contract are numerous and significant. The correct conclusion of the entire transaction depends on their observance.
Concept of contract
A supply contract is the most common document on the basis of which goods are delivered from one company to another. It is considered popular among various entrepreneurs and firms. It is used by each organization specializing in the production or resale of various goods.
Having studied the concept and features of the supply contract, each entrepreneur is aware of the benefits of its use. It is considered relevant for use by firms and entrepreneurs.
Purpose of the agreement
This contract is used for different purposes:
- regulation of relations arising between the manufacturer of goods and suppliers with customers;
- long-term cooperation between participants is guaranteed;
- regulation of the supply of various goods is ensured;
- The essential terms of the transaction are entered.
The contract can be standard or specialized, and in the latter case, the features of the work of both companies are taken into account.
Legislative regulation
In Art. 506 CC provides the concept of such a contract, represented by the obligation of the supplier at the right time to provide the buyer for business purposes or use for other purposes, goods at a specific price. In economic essence, it is similar to a contract of sale.
According to the Civil Code, such an agreement is onerous, therefore, it is supposed to transfer a certain amount of money for the delivered goods.
In Art. 454 states that both general and special provisions of the sale process apply to this contract.
Legal signs of agreement
The features of the supply contract include its legal features:
- guaranteed transfer of ownership of certain property, usually represented by goods;
- the peculiarities of concluding and executing a supply agreement are that these processes are carried out on the basis of voluntary consent on the part of each participant in the transaction;
- the contract is of a reimbursable nature, with a payment equivalent to the delivered goods, and counter-items are in-kind items.
All these criteria make it possible to determine the legal force of the drawn up agreement; therefore, they should be provided for in the formation of this document.
Key parameters of the contract
Features of contracts for the supply of goods are as follows:
- the supplier acting as the seller of the goods must transfer these items within the prescribed period and in the required amount;
- under the contract, not all goods are subject to transfer, but specific elements that are created or purchased by the seller, therefore, one side should be a specialized commercial organization professionally engaged in the procurement, production and sale of goods;
- The purpose of purchasing items is considered important, since under a supply contract they can only be transferred for business or other similar purposes, but it is not allowed to use them for personal, home or family purposes.
To take into account all these features of the supply contract, both parties to the transaction usually resort to the help of professional lawyers, who not only are involved in the formation of the document, but also control the correctness of the transaction.
Differences between the supply contract and other contracts
These significant differences include the following:
- the system of emerging relationships is considered quite complex, since often the seller is not the owner of the property, but acts as an intermediary with the goal of obtaining benefits through resale;
- the moment of conclusion of the contract moves away in time from the moment when it will be executed, as often when the buyer signs it, the goods are not available to the buyer, therefore they will be delivered to him within a certain period of time;
- the specifics of concluding a contract for the supply of goods are that the purpose of its formation is not only the completion of the transaction, but also the creation of a long-term relationship between the two parties;
- the terms of the agreement are often met in parts;
- the obligations and rights of participants additionally include the nuances of the delivery of goods.
Like many other contracts, this agreement is written only.
Essential conditions
Particulars of the supply contract include significant conditions that must be entered into by the parties. These include:
- the subject matter of the contract represented by the specific goods to be delivered to the buyer;
- the delivery time for items in violation of which provides the opportunity for invalidating the contract or for charging significant fines;
- if there are no deadlines, then the rules prescribed in Art. 314 Civil Code, and it is allowed in this situation to make not a one-time supply, but to transport goods in parts.
Only items that are not seized or restricted in circulation may be delivered under this contract. They must be produced or purchased by one party to the agreement. Their acquisition should be related to entrepreneurial activity or other goals, but they should not be personal.
It is allowed to indicate in the agreement not only goods that are already available from the seller, but which will be produced or bought in the future.
Agreement price
Peculiarities of concluding a supply contract are mandatory accounting of the transaction price. This is an essential condition of the agreement. Parties usually independently determine the value of items, if this is not contrary to law.
If the contract does not contain information about the price of goods, then you need to focus on the cost of similar items available on the market.
Parties to the contract
The supplier may be the manufacturer or seller of goods. It can be represented by a commercial or non-profit organization, as well as an individual entrepreneur.
The buyer may be a private person, organization or even the state. The features of the contract for the supply of goods for state needs include the fact that it is drawn up after tendering. Such purchases are used for various government purposes, for example, to provide administrative staff, the construction of a variety of significant facilities, or for use in other areas.
The peculiarities of the contract of supply for state needs include the fact that the price is set by the state bodies themselves, after which different companies reduce the cost of goods. The company that offers the lowest price may qualify for a contract.
Agreement form
The form of the contract is established by the provisions of Art. 158-164 Civil Code. The features of concluding a supply contract include the following:
- formed in simple writing;
- must contain essential and additional conditions;
- details of each party are included;
- describes the rights and obligations of participants;
- The contract is signed by representatives of each side.
It is advisable to use the sample so as not to miss the important features of this contract.
What to do in case of violation of the conditions?
Features of the terms of the supply contract are the need for their mandatory implementation. If they are violated, then measures are taken by the other side:
- a complaint is drawn up to the company that violated the requirements of the document;
- measures are being taken to agree on conditions;
- if no action is taken by the culprit, then a lawsuit is filed.
For violations, fines and penalties are necessarily charged, and they can be stipulated in the contract in advance, and can also be calculated on the basis of legal norms.
Seller Responsibilities
Peculiarities of the execution of the supply contract are the need to fulfill obligations by both parties to the agreement. A seller acting as a supplier must perform certain actions.
| Seller Obligations | Their features |
| Transfer of goods to the buyer | According to Art. 509 of the Civil Code, the general rules of such an agreement indicate the need to deliver items by the seller himself, unless otherwise provided by agreement. Transport is also indicated in the contract. Transportation costs are distributed between the two parties, unless otherwise specified in the contract. If this obligation is not fulfilled, then the buyer can abandon his obligations under the contract or demand the calculation of fines. |
| Provision of goods not claimed by third parties | Other may be provided for in the contract, if under Art. 460 the buyer agrees to accept the goods encumbered with the rights of third parties. |
| Transfer items with necessary documents | If there are no documents, then the buyer sets a time period during which they must be transferred to him, and different measures of influence on the violator can also be used. |
| Submission of the subject of the contract on time | The delay may be represented not only by violation of the deadline, but also by the provision of a smaller quantity of goods than provided for in the contract. In case of such violations, the buyer can refuse to accept the goods or buy them from other persons, and all costs are borne by the negligent supplier. Penalties represented by significant fines and penalties may also be used. |
| The transfer of goods of appropriate quality | All signs of the items must be registered in the supply contract, and if the actual parameters of the products do not correspond to these data, then they are considered goods of inadequate quality. Due to such violations, the buyer may demand a reduction in price, gratuitous elimination of the marriage, reimbursement of expenses or the application of liability measures to the seller, which leads to compensation for losses. In case of significant violations, the buyer may refuse the goods or demand their replacement. |
| Deliver items in optimal packaging or packaging. | It must protect products from destruction, and it must also have the necessary information about objects. Packaging requirements should preferably be indicated directly in the contract. |
Thus, suppliers have many obligations under a supply contract. If they are violated, buyers can use different measures of influence.
Buyer Responsibilities
Buyers under a supply contract are required to:
- send the shipping order to the seller;
- accept timely set values;
- guarantee the safety of goods not legally accepted;
- notify the supplier in writing of any violations identified;
- pay the goods in full.
Often, a supply contract provides for the need to make an advance payment. In this case, the necessary funds should be transferred to the supplier within the established time frame.Only after that he will send the goods to the buyer on the basis of the conditions contained in the contract.
Thus, a supply contract has many unusual characteristics. It is a reimbursable contract, which can be drawn up between legal entities or individual entrepreneurs. Its essential conditions are: subject of agreement, delivery time and price of goods. Each party to such a transaction has its own obligations, which must certainly be fulfilled. In case of violations, different measures of action are applied to the participants.