In accordance with the law, under a contract for the sale of property it is necessary to understand the formal agreement under which the seller (first party) must transfer the goods (certain thing) into the ownership of the buyer (second side), and the buyer takes this product and without fail pays for it a specific amount of money (price). What is the responsibility of the parties under the contract of sale? What is the difference between the terms of the contract itself? What are the consequences of non-compliance? Answers to these and other questions can be found in the process of reading this material.
Actual factors
The content of the contract of sale and liability of the parties - this is nothing more than a combination of its conditions, which are subsequently fulfilled by both the seller and the buyer. In other words, it is the rights and obligations of both parties that are formed or supplemented through the terms of the contract. As a rule, in a document of such a plan groupings of certain factors are noted that reveal directly the responsibilities of the buyer and seller, respectively. For example, conditions that provide directly for the duties of the second include the following points:
- Product information: quantitative and qualitative characteristics, packaging, assortment and completeness, and the like.
- The procedure for the transfer of marketable products to the buyer, as well as the corresponding period.
In this way, liability of the parties under the contract of sale is revealed the terms of this agreement, which governs the procedure in terms of acceptance and further payment of goods, and arises in connection with the specific grounds discussed in subsequent chapters. It is important to add that this kind of differentiation of conditions is relative, because their implementation, as a rule, entails the performance of certain operations both on the one hand and on the other. For example, activation by the seller of his obligation regarding the transfer of goods to the buyer from another city does not matter if there is no information about the shipping details or the details of the recipient directly; activation of the obligation to pay commercial products by the seller in the case of a letter of credit method of payment indicates that he has completed certain operations corresponding to issuing a letter of credit.
The content of the contract. Seller Responsibilities
The features of the liability of the parties under the contract of sale, discussed in subsequent chapters, will become irrelevant if both sides fulfill their own responsibilities, subject to a very serious approach to business. So, the seller undertakes:
- Transfer to the direction of the buyer the goods named by agreement and free of rights in respect of third parties, subject to the agreed quantity and the established assortment, quality characteristics and completeness. Thus, the seller agrees to send marketable products with a specific expiration date to the buyer so that they can be used in accordance with the purpose before the expiration of the period if other requirements are not provided for by law.
- Ensure the transfer to the buyer of the documents and accessories necessary for servicing the commodity products at the same time in accordance with the general rule.
Buyer Responsibilities
Responsibility of the parties under an international sale contract or within one country it will become irrelevant if not only the seller, but also the buyer will fulfill his duties. Thus, the second undertakes:
- Make payment for marketable products within the period agreed upon in the documented manner. The exception is situations when the buyer is vested with the full right to express a desire to replace the transaction object or completely refuse to implement the terms of the contract.
- Send a notice to the seller due to unscrupulous performance of the contract in terms of quantitative characteristics, assortment, quality parameters, indicators of completeness, packaging or packaging of marketable products within the prescribed documented period.
It is important to add that the ownership of the product is sent from the seller to the buyer immediately after it is delivered to the second or at another time when the seller has fulfilled his own obligation to transfer the goods. By the way, the risk of accidental damage or loss of marketable products falls on the shoulders of the buyer immediately from that moment even when the ownership of the product remains with the second party to the contract agreement.
Sales contract: concept, content, parties, responsibility
In addition to the above, the concept of liability often appears in civil law. For what reasons does it occur? Responsibility of the parties under the contract of sale may be appropriate in accordance with the following grounds:
- Unintentional damage or the absolute destruction of marketable products. It is important to add that in this case the responsibility falls on the shoulders of the buyer immediately after the act of transfer of goods to him by the seller, which is fully confirmed by article 459 of the Civil Code.
- Responsibility of the parties under a retail sale agreement (applies to other types of product categories) in relation to the seller, who subsequently undertakes to indemnify all losses directly to the buyer, occurs during an eviction. This concept indicates the seizure of commercial products from a buyer by a third party. In addition, the grounds for such an operation arise, as a rule, before the conditions of the actual contract of sale are fulfilled.
- Responsibility of the parties under the contract of sale occurs when the transfer of documentation from the seller to the buyer within the specified time period is excluded. These papers or accessories are directly related to marketable products. In such circumstances, the buyer somehow refuses to purchase the goods, unless other conditions are provided for in the contract.
- Responsibility of the parties under a retail sale agreement (may apply to other categories of goods) if the buyer transfers from the seller a smaller volume of goods defined by the terms of the contract. Then the buyer is vested with the full right to receive the missing marketable products or to completely refuse them, and, therefore, from the corresponding payment. By the way, in the case of the implementation of the settlement transaction, the buyer has the opportunity to demand his own money back. It is important to add that these provisions are regulated by law.
- Characterizing for example car sales contract responsibility of the parties assumes that the buyer can refuse to accept it and make payments in certain cases. Among them is the transfer by the seller in the direction of the buyer of the vehicle in violation of the contract. By the way, with the payment already completed, the second one has every right to demand his money back.
- Responsibility of the parties under the contract of sale of goods occurs if the seller transfers an inappropriate product in terms of quality.So, the seller undertakes to proportionally cut the price of the goods or without free of charge to eliminate the corresponding defects in the agreed period. Another way out is reimbursement of the buyer's expenses so that he can independently get rid of these shortcomings. By the way, a similar liability also occurs in the case of the transfer of marketable products directly to the buyer in damaged containers.
- Responsibility of the parties for failure to fulfill the contract of sale occurs in case of incompleteness of marketable products that were transferred directly from the seller to the buyer. In this situation, the seller undertakes either to proportionally cut the price of the product, or to complete its additional equipment. This provision is prescribed by article 480 of the Civil Code.
- Responsibility of the parties for violation of the contract of sale occurs when the seller refuses to commit the act of transferring to the buyer the already purchased marketable products. This also includes the transfer of accessories or documentation that directly relates to this product. Under such circumstances, the buyer is vested with the full right to withdraw from the contract, which is regulated by 463 and 464 articles of the Civil Code of the Russian Federation.
- Responsibility of the parties under the contract of sale of real estate or other goods (established by law) occurs in case of non-performance by the seller (obligated party of the purchase and sale paper) of an insurance transaction with respect to the goods. Then, when the buyer decides to insure, for example, real estate independently, he has the opportunity to demand reimbursement of his own expenses directly from the seller. The corresponding provision is regulated by 499 articles of the Civil Code of the Russian Federation.
Special cases regarding the seller
Responsibility of the parties under an international sale contract or in the case of a transaction within the country, it occurs when the buyer has already paid for the goods, but chose to refuse the terms of the contract to the extent of some reasoned circumstances. Then, in any case, he has the right to return the goods and, of course, require the seller to return the amount paid by him. It is important to note that it is the seller who is responsible for the shortcomings of the product when the buyer proves the appropriateness of these shortcomings even before the act of transferring the product. In terms of goods, for which, as a rule, a warranty card is issued that confirms the quality, only the seller is responsible for product defects when he cannot prove the occurrence of these defects immediately after the act of transferring the goods to the buyer due to a violation of the storage rules by the latter or use, activities of third parties or in no way force majeure.
By the way, when establishing a warranty period for commodity products (for durable products) or an expiration date, the buyer is vested with the absolute right to present his own claims in case of defects in the validity period of these types of terms. If there is no guarantee or it is a shorter period of time than two years, then the buyer has the right to realize the claim within two years immediately from the moment of transfer of the goods or within a longer period established by law or contract.
Real Estate Issue
Responsibility of the parties under the contract of sale of real estate takes place in case of improper performance or non-fulfillment of the terms of the official contract. The key obligation that is assigned to the seller is considered to be the direct transfer of the real estate in the direction of the buyer in accordance with the provisions of this agreement.If the seller refuses to transfer the real estate object directly to the buyer, the latter is fully entitled to refuse to fulfill the conditions stated in the document, due to the individually defined nature of the subject of the contract. In addition, there is property liability of the parties under the contract of sale. So, the buyer has the opportunity and should demand compensation for his own losses incurred due to non-fulfillment of the contractual obligation regarding the sale of the property. It is important to add that this kind of requirement is usually implemented through judicial assistance. So, the court organizes the forced transfer of real estate by the seller in the direction of the buyer. The responsibility of the parties under the apartment purchase and sale agreement also regulates the behavior when the buyer directly refuses to fulfill the conditions of the relevant agreement. So, in this case, the seller is vested with the full right to either demand payment for the acquired property, or completely refuse to comply with the documented conditions. This provision is regulated by article 486 of the Civil Code.
Related consequences
The liability of the parties to the contract of sale of a land plot or other real estate arises, as a rule, due to violation of contractual terms. So, violations related to the terms of payment by the buyer, one way or another entail the emergence of the right directly to the seller to claim money in accordance with the third paragraph of Article 486 of the Civil Code. In addition, the seller is vested with the absolute right to demand payment by the buyer of interest for failure to meet the deadlines under article 395 of the Civil Code of the Russian Federation. If the buyer delays payment in the process of acquiring real estate on credit, the seller will be right if he requires it under paragraph 3 of Article 488 of the Civil Code of the Russian Federation or returns the unpaid property to himself.
For example, characterizing contract of sale of the enterprise responsibility of the parties says that violations of the terms for the transfer of real estate by the seller in the direction of the buyer often occur when the condition of advance payment is agreed. Thus, if the seller fails to transfer the property after making the prepayment of money to the buyer’s account, it is appropriate to charge interest according to article 395 of the Civil Code of the Russian Federation immediately until the real estate is transferred or the amount paid by the buyer is returned to him .
Realization of property law. The basics
The rules regarding the transfer of property rights in accordance with a particular transaction are formed by law from the point of view of the procedure itself. But this provision does not at all mean that in the case of a chargeable transfer of rights, their exercise is excluded. Thus, under paragraph 4 of Article 454 of the Civil Code of the Russian Federation, the standards for a formal contract in accordance with the general rules are used exclusively in relation to the exercise of property rights. In addition to the procedure for alienation of rights, subject to the consent of the copyright holder, absolutely all property rights can be sold in the course of public bidding in the executive order of court decisions.
It is important to add that today there are many varieties with respect to property rights that are capable of turnover. They are very different in terms of their nature. So, the most common are corporate and obligation rights, as well as property rights, which are directly enclosed in securities.
Exercise of Obligations
Under the law of obligations should be understood the onerous concession of the claim in accordance with the rules provided for in the first paragraph of Chapter 24 of the Civil Code of the Russian Federation.It is important to know that the conditions in relation to a contractual agreement on the sale are often set forth directly in the agreement regarding the assignment of rights (claims).
By the way, today the practice of incorporating property rights into securities is widely known. Then the rules for the transfer of rights, which are certified by means of a security, are used, which is regulated by article 146 of the Civil Code of the Russian Federation. The main difference in this case is that the terms of the contract are not included in the content of securities under any circumstances, regardless of the method of transferring the transaction object. In addition, for example, a note on the purchase of a bill of exchange in the contents of the endorsement leads to the nullity of the transaction itself.
It is important to remember that the seller’s obligations regarding the transfer of rights that are certified by means of securities also vary depending on the typology of the latter. So, if it is a question of bearer securities, then they will be considered executed correctly only after delivery of these securities to the buyer. If the case relates to securities of an order nature, then the seller’s obligations are performed correctly when the securities are sent to the buyer with competently drawn up endorsements on them. In addition, securities of registered origin today are known in two typologies: firstly, those securities whose owners are somehow noted in the issuer's register (such objects are registered as such) are important; secondly, those papers are widely popular for the owners of which maintaining such a register is irrelevant (rect paper).
Realization of corporate rights
Today, corporate rights should be understood as the rights to membership in a particular organization of a commercial type. It is important to note that they can be alienated by the founders of absolutely any commercial association. The only exceptions are municipal and state unitary structures.
By the way, the nature of corporate rights is very relative, because they serve as a connecting element between the founder and the corresponding commercial organization. In practice, cases of transfer of corporate rights to AO and LLC are of maximum importance. It is important to note that in the Russian Federation stocks exist exclusively in the form of registered non-documentary securities of the type whose owners are required to be noted in the register (the procedure itself is described in the previous chapter).
The rights of the founder of a joint stock company (JSC) or a limited liability company (LLC) are mainly determined by means of a contribution to the charter capital of the association. It is this share or part of it that is the object of civil turnover. According to article 21 of the Law "On LLC" in accordance with the general rule, the contract for the sale of this share must be notarized. By the way, there is no need to perform special operations regarding the execution of the contract from the seller, because it passes directly to the buyer immediately after confirmation of the contract of sale by a notary.