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Commercial transaction: concept, types and technology of conclusion. Commercial organizations

Subjects having reciprocal commercial interestsenter into various kinds of relationships. They are usually paid for. Commercial transactions are categorized as civil contracts. They are subject to the general provisions on agreements enshrined in the Civil Code. Consider further features of commercial transactions. commercial deal

General information

A transaction is an agreement drawn up by two or more persons aimed at establishing, terminating, changing rights and obligations. In the framework of entrepreneurial activity, such contracts are concluded for certain benefits. Its receipt provides profitable deal. The legislation provides for a number of requirements for economic entities concluding agreements. In particular, any transaction must be concluded within the framework of regulatory provisions, and must not violate the rights of others.

Freedom of contract

Commercial organizations in their activities should be guided by certain principles. The freedom of contract is one of them. Literally, this principle assumes that business transaction participants has the right at his own discretion to establish certain conditions, obligations, responsibility within the framework of relations. At the same time, subjects can conclude an agreement both provided for in the legislation and not specified in it.

Nuances

Establishing the principle of freedom of contract, the legislator provides for certain restrictions. In particular, he does not act when deciding to conclude a supply agreement for state needs and choosing a counterparty in this regard. In some cases, the freedom to formulate the terms of the contract may be limited. This is ensured by establishing in the legislation a list of items that are mandatory for inclusion in the agreement. The rules may also establish requirements for the content of the transaction, the margins of discretion of the parties. The legislation allows for the possibility of limiting the freedom of contract by economic entities themselves. international business deal

Types of Business Transactions

The bulk of the agreements are contracts related to the provision of property rights to tangible assets. They are called implementation. Commercial deal may be an intermediary. They are aimed at creating conditions for the conclusion of implementation agreements. Also, in practice, transactions that facilitate trade are executed. Some of them are used mainly in the framework of economic turnover, others are of a general civilian orientation. TOcommercial transaction may be preliminary or organizational.

Implementation Agreements

This category includes: sale transaction, contract for the contracting of agricultural products, procurement for state needs. The number of implementation includes agreements regulated by 882 articles of the Civil Code. The rules for its design are enshrined in the chapter on lending. However, it’s actually sale transaction subject to payment in the future. A sales contract is considered an exchange of products carried out in the framework of economic activity. The specificity of such agreements is, inter alia, subjective. Only individual entrepreneurs and a legal entity can act as participants in such transactions. Citizens do not conclude such agreements.

Mediation Agreements

In trade commercial organizations often perform certain actions with the products in favor of a subject. Among the intermediary include agreements on the commission, including foreign trade, concessions, instructions. The same category includes transactions related to trading agents.

Promotional Agreements

The development of economic turnover leads to a change in existing and the emergence of new types of contracts. Transactions facilitating trade include:

  1. Implementation of marketing research.
  2. Providing information and advertising services.
  3. Creation of advertising products.
  4. Storage of products.

A business lending agreement is also commercial dealpromoting turnover. This category should also include agreements on insurance of risks, freight forwarding, etc.

Important point

When considering contracts, you need to understand the difference between agreements for the production of works and the provision of services. In the first case commercial deal aims to create a specific product, which will subsequently become an object of sale. Agreements on the provision of services imply that the subject performs certain actions in the interests of the counterparty. Such operations themselves are considered a desired good and ensure the execution of the contract. Legislation establishes different requirements for work and service agreements. commercial transaction forms

Organizational Agreements

These include contracts:

  1. Executive power structures on inter-regional supplies.
  2. On the organization of interconnected activities aimed at the sale of goods.
  3. State authorities and territorial self-government with trade and industrial enterprises on the sale of products.

Design specifics

Commercial transactions are subject to the requirements of Chapter 28 of the Civil Code. As a general rule, an agreement will be considered concluded if the parties have reached an agreement on the essential conditions in the established manner. If a real commercial transaction is executed, then this moment coincides with the transfer of things. For some agreements, there is a requirement for mandatory state registration. Such contracts are considered concluded from the moment of completion of this procedure. Due to the fact that most of the agreements are aimed at the implementation of movable material assets, state registration is not required for them. It is necessary for contracts that facilitate trade and provide for the operation of industrial property objects (trademarks, for example). Almost all commercial transactions are considered consensual. Due to the fact that the relations arising between economic entities are onerous, and the parties are entities engaged in entrepreneurial activity, the construction of a real agreement, within the framework of which it excludes the burden of one of them from committing certain actions in favor of the other, is unacceptable.

Difficulty in practice

The procedure for concluding a commercial agreement both in the course of negotiating the conditions and during direct execution has a number of nuances. The complexity of the process lies in the fact that the agreements do not imply the simultaneous transfer of the property to the counterparty, but its provision after a certain period after signing the documents. As a rule, the agreements are not talking about a single copy of the goods, but about a batch of products. Quite often, agreements are concluded for a very long period. commercial interests

Legal requirements

The rules provide for mandatory compliance with the written forms of commercial transactions. The establishment of this requirement is due to the fact that, firstly, as a rule, a legal entity acts as one of the parties. And they, according to the rules of the Civil Code, should conclude only written agreements.Secondly, even if there are no legal entities among the subjects, the value of contracts is usually higher than 10 minimum wages. According to the rules, the written form is recognized as complied with if the parties have signed one document or exchanged agreements. The latter occurs in the case of remoteness of counterparties from each other. In such situations, common means of communication are used, including the Internet. Drawing up a single agreement is required, as a rule, only when concluding real estate transactions. In all other situations, the paperwork will be considered correct if there is a real opportunity to confirm that the contract comes from the counterparty. profitable deal

Stages

The transaction process can be divided into the following stages:

  1. Direction of the offer to the counterparty. It quite clearly expresses the intention of the subject to complete the transaction. The proposal must contain all the essential terms of the agreement.
  2. Receiving an offer by the counterparty.
  3. The direction of the response (acceptance).

In some cases, at the last stage, the counterparty immediately takes measures aimed at accepting and fulfilling the conditions stipulated by the offer. Such actions are called contingent.

External and internal transactions

The differences between them are determined by national sovereignty and the presence of state borders between economically connected countries. An international business transaction requires settlements in foreign currency. It is converted into national currency at the established rate. The exchange process is accompanied by a number of difficulties and risks that are not peculiar to internal transactions. The national government has the right to introduce any restrictions on foreign trade. These include, for example, the establishment of tariffs, quotas, voluntary export limits. Often, export stimulation is carried out through subsidies, and convertibility of the national currency is limited. Such measures have a significant impact on the economy. However, they relate mainly to foreign trade, rather than internal business processes. Each country has a fiscal and monetary policy. It affects the rate of inflation, economic development, employment. Internal measures undertaken by the government of the country immediately affect the competitiveness of products. This, in turn, entails certain changes in financial and trade transactions. features of commercial transactions

Contractual liability

Its features are determined by the specific subject composition of commercial transactions. Since the parties to the agreements are entrepreneurs, their responsibility is regulated by 401 articles of the Civil Code. In accordance with the provisions of the law, an entity that has not properly fulfilled its obligation in the framework of economic activity is subject to sanctions if it does not prove that insurmountable circumstances caused the violation. They do not include the lack of products on the market, the funds necessary to comply with the terms of the agreement. Responsibility of entrepreneurs comes regardless of guilt.

Irresistible force

The circumstances that apply to it must have the following characteristics:

  1. Extraordinary. This sign indicates the impossibility of anticipating the onset of relevant circumstances.
  2. Objective inevitability. We are talking about the inability to prevent the occurrence of an event.

In the absence of any of the properties, force majeure is excluded.

Limits of liability

The law allows their change. In this case, an agreement previously concluded on the issue of limiting or eliminating liability for intentional non-fulfillment of an obligation shall be considered void. It can be issued only after the violation. The possibility of its conclusion is determined by the fact that holding the debtor accountable acts as a right, and not an obligation of the creditor.The grounds for applying the sanction are subject to change if explicitly stated in law. For example, a producer of agricultural products, regardless of the status of an entrepreneur and the fact that he carries out economic activities, will be liable only if his guilt is established. business transaction participants

Indemnification

It acts as one of the forms of responsibility of subjects. The provisions of Articles 393 and 15 fully extend to the parties to trade relations. Losses are recognized as expenses that the participant in the turnover, whose right was violated, made or will produce for its restoration. They also include damage or loss of material assets, unearned income (the amount that a person could receive if the terms of the agreement were fulfilled). If the entity that violated the agreement made a profit in connection with this, the injured party may demand its compensation along with compensation for other losses.

Cash liabilities

If they arise, liability for violation of the terms of the transaction is specific. Monetary nature, for example, possess sales transactions. In case of improper execution or evasion of execution, article 395 of the Civil Code may be applied to the violator. It establishes liability in the form of collecting interest on unreasonably received or illegally withheld amounts by one of the counterparties. The calculation is carried out taking into account the current refinancing rate (set by the Central Bank). In case of collection of debt in the framework of legal proceedings, the authorized instance has the right to satisfy the claim on the basis of the above rate, applicable at the time the lawsuit is filed or at the date of the decision. These rules are implemented, unless otherwise provided in the contract or regulations. If the losses incurred by the creditor as a result of the unlawful use of his money by the violator of the contractual terms are higher than the amount of interest due to him in accordance with the provisions of Article 395 of the Civil Code, he may demand compensation from the debtor for losses in the part exceeding it.


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