A simple contract for the sale of goods sample. Sample contract for the sale and purchase of goods. How to conclude a contract for the purchase and sale of goods with an individual

28.06.2024 Complications


Almost all business transactions begin with the procedure for concluding a purchase and sale agreement (even in the case of selling your own). The text of the document must correspond to the circumstances of the case. When registering it, certain criteria are important, for example, the counterparty is an individual or legal entity, the representative acts on his own behalf or by proxy, the quantity of goods - retail or wholesale. Depending on these nuances, the text of the contract for the sale of goods will have a different form. The following will describe in detail how the document should look.

In what cases is a written contract for the purchase and sale of goods drawn up?

Contractual sales and purchase relations between suppliers and buyers are regulated by the Civil Code of Russia. The full text of the law can be found at This legislative act contains information that the conclusion of contracts for the sale of goods in writing is mandatory in cases where:

  • the transaction is executed by individuals, provided that the minimum price is more than 20 NMDG;
  • the agreement is drawn up between legal entities;
  • a purchase (sale) transaction is concluded between individuals and legal entities. The exception in this case is transactions made at one time (for example, the purchase of a product or service by an individual in a store).

In the case when an agreement on the purchase and sale of goods is drawn up between legal entities, the document must have the seal of the organization. If it is not on paper, it will be considered invalid. Also, a mandatory condition when preparing such documentation is the affixing of signatures on paper by all participants in the transaction. If the signature of one of the parties is missing, the transaction has no legal significance.

Wholesale sales

In accordance with the provisions of this civil legislation, when selling (purchasing) goods in bulk, a mandatory written contract is required. Depending on the type of product being sold, notarization of the transaction or mandatory state registration of the agreement may be required.

This document is drawn up in accordance with the general template, but special attention should be paid to the paragraph that describes the delivery time. It makes sense for the buyer to fix a specific date before which the supplier must ship the goods to the specified location.

For wholesale purchase and sale transactions, it makes sense to include additional clauses in the document, such as:

  • goods insurance;
  • the procedure for transferring the purchase object;
  • specific time of shipment;
  • availability of advance payment;
  • designate a special type of packaging;
  • other conditions according to the parties.

Retail sales

According to accepted standards, contracts for retail goods can be drawn up in written and oral form, it all depends on the individual characteristics of the situation. The fact confirming the conclusion of the agreement is additional documentation, for example, cash or sales receipts.


If such a purchase and sale agreement is made orally, the seller is obliged to familiarize the buyer with all the details relating to the product. For example, it should indicate:

  • rules for using the product;
  • its expiration date;
  • warranty period;
  • location of production of these products;
  • procedure and amount of payment.

In general, the seller discusses all terms with the buyer, which must be in writing. Also, the supplier of the goods must answer all the consumer’s questions. Before paying for the goods, the buyer has the right to inspect the potential purchase and also check its operation.

In installments

Recently, due to financial difficulties, individuals and legal entities have been purchasing goods (wholesale, retail) with payment in installments. With this method of payment, a purchase and sale agreement must be concluded in writing. Its content looks the same as shown in the sample above. However, there are nuances regarding the payment point.

In a contract for the purchase and sale of goods with installment payment, it is important to indicate the following information:

  • the cost of the entire product. This cost is based on:
    • product range;
    • quantities;
    • available discounts;
    • weight (in some cases).
  • a phrase indicating that payment for the goods will be made in installments;
  • the amount of advance received from the buyer at the time of signing this agreement. The size of the advance depends on the parties to the transaction;
  • the amount of payments that will be transferred to the supplier’s account within a certain time;
  • payment methods - cash or non-cash.

It is important in the contract for the sale (purchase) of goods in the section “responsibility of the parties” to indicate the liability measures that will be applied to the buyer if he does not pay the required amount on time. As a penalty for failure to fulfill its payment obligations, the seller has the right to impose a fine or penalty for each day of late payment. What percentage of the penalty will be charged depends on the circumstances of the purchase and sale agreement.

Change and termination of the contract

Before completing important documentation, it is necessary to indicate a clause indicating the rules for making changes and the nuances of terminating the purchase and sale agreement. The reasons for making any additions or for canceling a document may be different. Their list depends on the circumstances of the case, the opinions of the parties and the specifics of the agreement. But you should also take into account the legal provisions indicating the implementation of such actions. The grounds for amending or terminating the contract for the sale of goods are contained in

According to the law, it is possible to make changes or terminate the agreement:

  • by agreement of the parties;
  • at the initiative of one of the parties to the transaction;
  • on a unilateral initiative.

By mutual agreement, the purchase and sale agreement for products can be canceled at any time, and additions and changes to the terms and conditions can be made at any time.

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Formed sample agreement

Contract of sale (Name of product) from 06/10/2019

(LLC, CJSC, OJSC, ...) " (Name of the organization)“, represented by (full name) acting on the basis of the Charter, hereinafter referred to as the “Seller”, on the one hand, and an Individual Entrepreneur (full name) acting on the basis of the Certificate, hereinafter referred to as the “Buyer”, on the other hand, have concluded this Agreement about the following:

1. The Subject of the Agreement

1.1. The Seller undertakes to transfer into the ownership of the Buyer the quantity of goods stipulated by this agreement, and the Buyer undertakes to pay to accept the purchased goods from the Seller.

1.2. The goods belong to the seller by right of ownership, are not pledged, not seized, and are not the subject of claims by third parties.

1.3. The subject of this agreement is a product with the following characteristics:

    Manufacturer (full name of the enterprise)

    Product name, completeness and quality (name indicating the standard, technical specifications, etc.)

    Unit (grams, liters, etc.)

    Unit price (rubles)

    Number of product units (___)

2. Conditions for transfer of goods and payments

2.1. The deadline for the transfer of products is established (date). The Seller does not have the right to early transfer of products.

2.2. Product location (address)

2.3. Products are shipped indicates the method of shipment or selection of products

The container is returned to the Seller at the expense of the Buyer

2.4. Products are delivered in containers and packaging that comply with (indicate the standard number, specifications)

2.5. The ownership of the goods passes to the buyer from the day of payment for the goods

2.6. Additional terms (_________________)

3. Price, payment procedure

3.1. The price per unit of production is (___) rubles.

The cost of the total quantity of products is (___) rubles. The product is not subject to VAT

3.2. Product payment deadline (date)

3.3. The buyer pays 50% of the cost of the goods within three working days from the date of conclusion of the contract.

The buyer pays the remaining 50% of the cost of the goods within seven working days after receiving the goods.

3.4. Payment is made in cashless form by transfer to the Contractor's bank account.

4. Property liability

4.1. For delaying the transfer of products, transferring less than what is provided for in the contract, or delay in sampling the products, the guilty party shall pay the injured party a penalty in the amount of (___) rubles for the amount of the untransferred (non-selected) products.

4.2. For unjustified refusal or evasion of payment for products, the Buyer shall pay the Seller a fine in the amount of (___) percent of the amount that he refused or evaded.

4.3. In case of late payment for products, the Buyer shall pay the Seller a Penalty in the amount of (___) - percent of the amount of the overdue payment for each day of delay.

4.4. Payment of a penalty (fine, penalty) and compensation for losses caused by improper fulfillment of an obligation does not relieve the parties from fulfilling the obligation in kind.

4.5. Disputes arising during the execution of this agreement are resolved pre-trial by filing claims.

5. Claims

5.1. The parties establish a claim procedure for the consideration of disputes related to the execution of this Agreement. Claims for violation of obligations by a Party shall be made by the other Party in writing, accompanied by documents confirming the claim.

5.2. The date of filing the claim is considered to be the date of registration of the postal item. The date of receipt of the claim is considered to be the date of receipt of the recipient’s representative for receipt of the document. The date of response to the claim is the date of registration of the postal item with the response.

6. Force majeure circumstances

6.1. The Parties are released from liability for partial or complete failure to fulfill obligations under this Agreement if this failure was the result of force majeure circumstances that arose after the conclusion of this Agreement, which the Party could neither foresee nor prevent by reasonable measures.

6.2. The above circumstances in the context of this Agreement, in particular, include: natural disasters, war or hostilities, a strike in an industry or region, as well as their consequences; adoption by public authorities of a normative act resulting in the impossibility of execution of this Agreement by any of the Parties. This list of force majeure circumstances is not exhaustive and may include all other circumstances that fall under the concept of force majeure in accordance with the current legislation of the Russian Federation.

6.3. The occurrence of force majeure circumstances entails an increase in the period of execution of this Agreement for the period of validity of these circumstances, unless the Parties decide to terminate it.

6.4. The Parties are obliged to immediately inform each other about the occurrence of force majeure circumstances.

6.5. Confirmation of the occurrence of force majeure circumstances are documents issued by the authorized body.

7. Final provisions

7.1. The Agreement is valid from the moment it is signed by the parties until the Parties fully fulfill their obligations.

7.2. This agreement is drawn up in two copies, one for each of the parties, having equal legal force.

7.3. Changes and additions to this agreement are made in writing, signed by the parties and are an integral part of this agreement.

8. Bank details, addresses and signatures of the parties:

Salesman:

(LLC, CJSC, OJSC, ...) " (Name of the organization)"

Address:

Mailing address: (111111, Moscow, PO Box 111)

TIN (611106562222)

account number (11102810700000000222)

(CJSC CB "Petrov Bank")

c/s (11101810100000000222)

BIC bank (226012222)

Phone (+79081112121)

Signature__________

Buyer:

IP (full name)

Address: (111111 Moscow, Stroiteley str. 11)

Mailing address: (111111, Moscow, PO Box 111)

TIN (611106562222)

account number (11102810700000000222)

(CJSC CB "Petrov Bank"

c/s (11101810100000000222)

BIC bank (226012222)

Phone(+79081112121)

email: ( [email protected]}

Signature__________

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What terms should a standard contract for the sale of goods contain?

The purchase and sale agreement is concluded in various forms:

  • retail purchase and sale and contracts between individuals are permissible orally;
  • in relations between organizations, as well as business entities, a written form is required (in the form of a single document signed by both parties, or an offer accepted by the other party through implied actions, etc.)

Sample contract for the sale of goods in the form of a single document must necessarily include all essential conditions, i.e. conditions, the inconsistency of which leads to the fact that the contract is not considered concluded (clause 1 of Article 432 of the Civil Code of the Russian Federation).

They will be:

  1. Names of the parties to the agreement.
  2. The subject, that is, the product itself in respect of which the transaction is concluded, and its quantity.
  3. Price, if one of the parties insists on agreeing on it during the conclusion of the contract or offers its own price (information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated February 25, 2014 No. 165).

In addition, there are conditions that are not obligatory, but desirable: their inconsistency does not entail recognition of the contract as not concluded, but can cause serious problems in the relationship between the seller and the buyer. These are the terms about:

  • quality of goods;
  • product guarantees;
  • procedure and terms of payment.

The set of conditions depends on the variety contract for the sale of goods. For example, in a retail purchase and sale agreement it is mandatory to indicate the price (Article 500 of the Civil Code of the Russian Federation). Let's look at these conditions in more detail.

Product and its quantity

There can be no questions regarding the goods: it is directly named as an essential condition in Art. 455 of the Civil Code of the Russian Federation.

How, in practice, to describe the goods so that the subject of the contract is considered agreed upon? If we are talking about individually defined things, then it is necessary to indicate their unique data (for example, the cadastral number for a land plot), if about generic ones, it is convenient to identify the item by pointing to a technical document describing this type of product (for example, GOST standards, technical regulations, defining the configuration of the part).

It is allowed to include a description of the subject not in the contract itself, but in other documents:

  • into the contract on the basis of which the goods were purchased by the seller (resolution of the Federal Antimonopoly Service of the West Siberian District dated 07/09/2009 No. F04-3964/2009(9931-A27-30) in case No. A27-11413/2008);
  • in the transfer and acceptance certificate attached to the contract, which is relevant for real estate (resolution of the plenum of the Supreme Arbitration Court of the Russian Federation dated July 11, 2011 No. 54);
  • in the consignment note (determination of the Supreme Arbitration Court of the Russian Federation dated April 21, 2011 No. VAS-4938/11 in case No. A56-3564/2010).

As for the condition on the quantity of goods, the greatest difficulty here is represented by goods sold by measurement (by length, weight, volume). It is difficult to accurately determine the quantity of goods in such a situation. The solution to the problem will be a framework agreement (Article 429.1 of the Civil Code of the Russian Federation), which does not require mandatory approval of the subject matter, including the quantity of goods. Specific data on quantity will be contained directly in invoices for payment or delivery notes and will be determined in fact at the time of shipment.

Product quality

The condition on the quality of the goods can be formulated by:

  • references to standards for this type of product;
  • descriptions of the properties of the product and the purposes of its use;
  • indications of the technical documentation attached to the product.

The absence of a special clause on quality agreed upon by the parties gives effect to clause 2 of Art. 469 of the Civil Code of the Russian Federation (quality is considered adequate if the product is suitable for normal use of things of this type).

In addition (usually this option is used for selling used items or with obvious defects), it is possible to formulate the quality condition “as is”: this means that the buyer agrees to purchase the product with all existing defects.

Other terms of purchase and sale

In addition to the conditions described above, the contract may additionally include others - at the request of the parties. The most important of them will be:

  • the moment of transfer of goods - before payment, after it, after receiving an advance payment, etc.;
  • delivery order - pickup, delivery by the seller, transfer to a specialized carrier, etc.;
  • payment procedure - cash, transfer to a bank account, etc.;
  • the procedure for considering possible disputes, including jurisdiction;
  • responsibility of the parties.

Although these conditions are not essential, however, by refusing to agree on them, the parties will be forced to be guided by the rules of the Civil Code of the Russian Federation, and in the event of a conflict, to depend on the currently prevailing opinion of judicial practice. But the force majeure clause, which is often included in documents, does not necessarily need to be mentioned. It is quite clearly described in the law, and there is no point in overloading the contract with references to it.

Thus, when concluding a purchase and sale agreement, it is necessary to provide for essential conditions (general and special - for a certain subtype of purchase and sale), as well as all conditions that the parties consider important and require special agreement.

Download the purchase and sale agreement goods you can use the following link:

Goods purchase and sale agreement No.____

Barnaul

Organization No. 1 LLC, hereinafter referred to as the Seller, represented by director Ivan Ivanovich Ivanov, acting on the basis of the Charter, on the one hand, and Organization No. 2 LLC, hereinafter referred to as the Buyer, represented by director Petr Petrov Petrovich, acting on the basis of the Charter, on the other hand, collectively referred to as the “Parties”, have entered into this agreement under the following conditions:

1. THE SUBJECT OF THE AGREEMENT

1.1. Under this agreement, the Seller transfers the goods to the Buyer, and the Buyer accepts it and pays for it in quantity and assortment in accordance with the invoice, invoice, buyer’s application and within the time limits provided for in this agreement.

1.2. This agreement is concluded by the parties on the basis of their voluntary expression of will.

1.3. The approximate amount of the contract during the validity period of the contract is 100,000.00 (one hundred) thousand rubles.

2. TERMS, PROCEDURE AND CONDITIONS OF DELIVERY

2.1. The delivery of Goods is carried out by the Seller in separate batches based on the Buyer’s application submitted on behalf of an authorized person. The nomenclature, assortment, quantity, price and other necessary conditions are additionally agreed upon by the Parties in applications and are finally determined by invoices, which are an integral part of this Agreement. In any case, the fact of acceptance of the invoice and goods is confirmation of the application. To quickly resolve issues, it is allowed to exchange documents by fax, as well as e-mail, with the obligatory delivery (transfer) of the original document within 3 (three) working days.

2.2. The transfer of the Goods is carried out by agreement of the parties, at the warehouse of the Seller or the Buyer.

2.3. Delivery of the Goods is carried out by the Buyer or the Seller, respectively, depending on the place of delivery of the Goods.

2.4. The goods must be delivered to the Buyer within the time limits specified for each sale separately in writing or orally as agreed by the parties.

2.5. The delivery date is the date of transfer of the Goods and signing of the transfer documents by the recipient.

2.6. The ownership of the purchased goods passes from the Seller to the Buyer at the moment of transfer of the goods to the Buyer.

2.7. The seller is obliged:

2.7.1. pack and deliver goods that meet the quality requirements of state standards, technical specifications or samples;

2.7.2. deliver the Goods free from any rights and claims of third parties.

2.8. The buyer is obliged:

2.8.1. notify the Seller of violation of the conditions provided for in clauses 2.1, 2.7.1. of this Agreement on the quantity, assortment, quality, completeness, container and (or) packaging of the Goods within ten days.

2.9. Defective goods, by agreement of the parties, are subject to exchange, return or discount. The return of low-quality Goods to the Seller is made on the basis of a certificate of acceptance of goods for quality (quantity), signed by members of the commission from representatives of both parties.

3. PRICE AND PAYMENT PROCEDURE

3.1. Prices for goods supplied by the Seller are negotiable and are set in Russian rubles.

3.2. Payment for the supplied Goods is made by transferring funds to the Seller's bank account or in cash through the Seller's cash desk upon receipt of the goods. The payment date means the date when funds are credited to the Seller’s bank account or cash register.

4. DURATION OF THE AGREEMENT

4.1. This agreement comes into force from the moment it is signed and is valid until December 31, 2018, but not before the parties have fully fulfilled their obligations under the agreement.

4.2. This agreement is drawn up in 2 copies having equal legal force.

5. FORCE MAJEURE

5.1. If any of the parties fails to fulfill or partially fulfills their obligations under this agreement due to the occurrence of force majeure circumstances, if they directly affected the timing of the Parties’ fulfillment of their obligations, the deadline for fulfilling their obligations is postponed in proportion to the time during which these obligations will be valid.

5.2. A party for which it is impossible to fulfill obligations due to the above reasons must immediately notify the other party in writing within 3 (three) days from the occurrence of such circumstances. Documents issued by the competent government authorities must serve as evidence of the facts specified in the notice.

5.3. Failure to notify or untimely notification to the other party in accordance with clause 5.2. entails the loss of the right to refer to these circumstances.

6. PROCEDURE FOR SETTLEMENT OF DISPUTES

6.1. All disputes arising from this agreement are resolved by the parties through negotiations.

6.2. In everything that is not specified in this agreement, the parties are guided by the current legislation of the Russian Federation.

6.3. In case of failure to reach an agreement, the disputes are referred by the parties to the Arbitration Court.

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AGREEMENT OF PURCHASE AND SALE OF GOODS

in a person acting on the basis, hereinafter referred to as " Salesman", on the one hand, and in the person acting on the basis of, hereinafter referred to as " Buyer", on the other hand, hereinafter referred to as the "Parties", have entered into this agreement, hereinafter " Agreement”, about the following:

1. THE SUBJECT OF THE AGREEMENT

1.1. In accordance with this Agreement, the Seller undertakes to transfer ownership of the goods to the Buyer in the assortment and quantity established by the Agreement, and the Buyer undertakes to accept these goods and pay for them the amount of money (price) determined by the Agreement.

1.2. The assortment, quantity, unit price of goods and the total transaction amount are determined in List No. 1 (specifications), which is an integral part of this Agreement.

2. PRICE AND QUALITY OF PRODUCT

2.1. The price of a unit of goods includes the cost of the goods, packaging, costs of delivery to the storage location and storage in the Seller’s warehouse, preparation of the necessary documentation, as well as costs of insurance and transportation of the goods to the destination.

2.2. The Seller’s unilateral increase in the price of the goods during the term of the Agreement is not permitted.

2.3. The quality of the goods must correspond to the samples and descriptions attached to this Agreement.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1. The seller is obliged:

3.1.1. Provide the Buyer with goods of appropriate quality and in the assortment stipulated by this Agreement.

3.1.2. No later than ""2016, ensure shipment and delivery of the goods to the address of the Buyer or other consignee specified by the Buyer in.

3.1.3. Provide product insurance.

3.1.4. On the day of shipment, inform the Buyer by telephone (by telegram, fax), and in case of instructions for delivery to another consignee - also to this consignee - about the shipment of the goods to the Buyer (or another consignee specified by the Buyer).

3.2. The buyer is obliged:

3.2.1. Ensure the unloading and acceptance of the sold goods within days from the moment they arrive at the destination, except in cases where he has the right to demand replacement of the goods or refuse to fulfill this agreement.

3.2.2. Carry out a check upon acceptance of goods in terms of quantity, quality and assortment, draw up and sign the relevant documents (act of acceptance, invoice, etc.).

3.2.3. Notify the Seller about defects of the sold goods noticed during acceptance or during operation on time.

3.2.4. No later than 2016, at your own expense, ship returnable containers to the Seller.

3.2.5. Pay for the purchased goods within the period established by the Agreement.

3.3. In case of failure to comply with the rules provided for in clauses 3.2.2., 3.2.3, the Seller has the right to refuse, in whole or in part, to satisfy the Buyer’s demands to transfer to him the missing quantity of goods, to replace goods that do not comply with the terms of this agreement, if he proves that failure to do so rules by the Buyer has resulted in the impossibility of satisfying his demands or entails disproportionate expenses for the Seller compared to those that he would have incurred if he had been promptly notified of the violation of the contract. If the Seller knew or should have known that the goods transferred to the Buyer do not comply with the terms of this agreement, he does not have the right to refer to the provisions provided for in these clauses 3.2.2., 3.2.3.

3.4. In cases where the Buyer, in violation of the law, other legal acts or this agreement, does not accept the goods or refuses to accept them, the Seller has the right to demand that the Buyer accept the goods or refuse to fulfill the contract.

3.5. In cases where the Seller does not provide insurance in accordance with the Contract, the Buyer has the right to insure the goods and demand reimbursement of insurance costs from the Seller or refuse to fulfill the contract.

3.6. If the Seller refuses to transfer the sold goods to the Buyer, the Buyer has the right to refuse to fulfill this agreement.

3.7. If the Seller does not transfer or refuses to transfer to the Buyer the accessories or documents related to the goods that he must transfer in accordance with the law, other legal acts or this Agreement, the Buyer has the right to assign him a reasonable period for their transfer. If the accessories or documents related to the goods are not transferred by the Seller within the specified period, the Buyer has the right to refuse the goods and demand the return of the amounts transferred to the Seller in payment for the goods.

3.8. If the Seller, in violation of this agreement, has transferred to the Buyer a smaller quantity of goods than is specified in this Agreement, the Buyer has the right to either demand the transfer of the missing quantity of goods, or refuse the transferred goods and payment for them, and if the goods have been paid for, demand the return of the paid amounts.

3.9. If the Seller has transferred goods to the Buyer in a quantity exceeding that specified in this Agreement, the Buyer is obliged to notify the Seller about this within a time limit. If the Seller does not dispose of the relevant part of the goods within a given period after the Buyer’s notification, the Buyer has the right to accept the entire product. If the Buyer accepts goods in quantities exceeding those specified in this Agreement, the additionally accepted goods are paid at the price determined for the goods accepted in accordance with the contract, unless a different price is determined by agreement of the parties.

3.10. When the Seller transfers goods provided for in this Agreement in an assortment that does not comply with the Agreement, the Buyer has the right to refuse to accept and pay for them, and if they have been paid for, to demand a refund of the amounts paid.

3.11. If the Seller transferred to the Buyer, along with goods whose assortment complies with the Agreement, goods in violation of the terms of assortment. The Buyer has the right to choose:

  • accept the product that meets the assortment condition and refuse the rest of the product;
  • refuse all transferred goods;
  • demand that the goods that do not meet the assortment conditions be replaced with goods in the assortment provided for in this agreement;
  • accept all transferred goods.

3.12. If a product is rejected, the range of which does not comply with the terms of the Agreement, or a demand is made to replace a product that does not comply with the assortment condition, the Buyer also has the right to refuse to pay for this product, and if it has been paid for, to demand a refund of the amounts paid.

3.13. A product that does not comply with the terms of this Assortment Agreement is considered accepted if the Buyer does not notify the Seller of its refusal of the product within a reasonable time after its receipt.

3.14. If the Buyer has not refused the goods, the range of which does not correspond to this agreement, he is obliged to pay for it at the price agreed with the Seller. In the event that the Seller does not take the necessary measures to agree on the price within a reasonable time, the Buyer pays for the goods at the price that, at the time of conclusion of the Agreement, under comparable circumstances, was usually charged for a similar product.

3.1 5. In the event that the goods are transferred without packaging or in improper containers, the Buyer has the right to demand that the Seller repack the goods or replace the improper containers.

3.16. The Buyer, to whom the goods of inadequate quality have been transferred, has the right, at his own discretion, to demand from the Seller:

  • proportionate reduction in the purchase price;
  • free elimination of product defects within a reasonable time;
  • reimbursement of their expenses to eliminate defects in the goods.

3.17. In the event of a significant violation of the requirements for the quality of the goods (detection of irreparable defects, defects that cannot be eliminated without disproportionate costs or time, or are identified repeatedly or appear again after their elimination, and other similar defects), the Buyer has the right, at his choice:

  • refuse to fulfill this agreement and demand a refund of the amount of money paid for the goods;
  • demand replacement of goods of inadequate quality with goods that comply with the Agreement.

3.18. The buyer has the right to make claims related to defects in the goods if defects are discovered during the warranty period.

3.19. If a third party, on grounds that arose before the execution of the Agreement, brings a claim against the Buyer for seizure of the goods, the Buyer will be obliged to involve the Seller in the case, and the Seller is obliged to enter into this case on the Buyer’s side. Failure by the Buyer to involve the Seller in the case releases the Seller from liability to the Buyer if the Seller proves that by taking part in the case, he could have prevented the seizure of the sold goods from the buyer. The Seller, who was attracted by the Buyer to participate in the case, but did not take part in it, is deprived of the right to prove that the Buyer was conducting the business incorrectly.

4. PRODUCT WARRANTY PERIOD

4.1. Product warranty period.

4.2. The warranty period begins to run from the moment the goods are handed over to the Buyer.

4.3. If the Buyer is deprived of the opportunity to use the product due to circumstances depending on the Seller, the warranty period does not expire until the relevant circumstances are eliminated by the Seller. The warranty period is extended by the time during which the product could not be used due to defects discovered in it, provided that the Seller is notified of the defects in the product on time.

5. PAYMENT PROCEDURE

5.1. Money for the sold goods is transferred to the Seller's bank account before "" 2016 (within days after: signing the Agreement; signing the goods acceptance certificate; delivery of goods to the Buyer's warehouse; receipt of the railway invoice (notification from the container station, messages about arrival of cargo at the destination airport, messages about the arrival of the ship at the port of destination); receiving a message about the dispatch of a wagon (train) with goods;

6. SHIPMENT PROCEDURE

6.1. The goods are shipped to the address of the Buyer (consignee) specified by the Buyer by rail (road, air) transport. Shipment details of the consignee: .

6.2. Within days after shipment of the goods, the Seller notifies the Buyer about this by fax or telegram, and also provides him with the following data: details of the Carrier delivering the goods to the destination; name and number of units of goods, gross and net weight; the estimated date of arrival of goods at destination.

6.3. The packaging of the goods must ensure its safety during transportation, provided that it is handled with care.

6.4. Through the Carrier, the Seller provides the Buyer with the following documents: waybill; certificate of origin of goods; quality certificate, other documents provided for in this Agreement.

6.5. The Seller’s obligations regarding the timing of the transfer of goods, the nomenclature, quantity and quality of goods are considered fulfilled from the moment the acceptance certificate is signed by representatives of the Seller and the Buyer.

7. RESPONSIBILITY OF THE PARTIES

7.1. For untimely delivery of goods through the fault of the Seller, the latter pays the Buyer a fine in the amount of % of the cost of the undelivered goods, calculated according to the specification (price calculation, price agreement protocol), but not more than 100%.

7.2. The Seller is responsible for defects in the goods unless he proves that the defects in the goods arose after its transfer to the Buyer as a result of the Buyer’s violation of the rules for using the goods or storing them, or the actions of third parties, or force majeure.

7.3. For violation of the terms of this Agreement, the parties are liable in accordance with the established procedure. Losses in the form of direct damage and lost profits are subject to compensation. The burden of proving damages lies with the injured party.

7.4. In the event of an unjustified refusal to accept the goods, the Buyer shall compensate the Seller for losses in the form of direct damage and lost profits, based on the commercial loan rate at the bank that services the Buyer.

7.5. The ownership of the purchased goods passes to the Buyer (in the case of transportation of goods by rail - from the moment the Seller receives the bill of lading; when sent by plane - from the moment the Seller receives the baggage receipt; when sent by mixed message - when the luggage is checked in to the first mode of transport and the first one is received baggage document). The risk of accidental death is borne by the owner in accordance with the current civil legislation of Russia.

8. FORCE MAJEURE (ACT OF FORCE MAJEURE)

8.1. Neither party is liable to the other party for failure to fulfill obligations due to circumstances that arose against the will and desire of the parties and which cannot be foreseen or avoided, including declared or actual war, civil unrest, epidemics, blockades, embargoes, earthquakes, floods, fires and other natural disasters.

8.2. A document issued by the relevant competent authority is sufficient evidence of the existence and duration of force majeure.

8.3. A party that fails to fulfill its obligation due to force majeure must immediately notify the other party of the obstacle and its impact on the fulfillment of obligations under the Agreement.

9. DISPUTE RESOLUTION

9.1. All disputes under this Agreement are resolved through negotiations.

9.2. If agreement is not reached, disputes are resolved by arbitration court in accordance with the rules on jurisdiction based on the legislation of the Russian Federation.

10. TERM OF THE AGREEMENT

10.1. This agreement applies to the execution of one transaction and can be extended by an additional agreement of the parties only in case of delay in execution without the fault of the parties.

10.2. The validity period of the Agreement is from "" 2016 to "" 2016.

10.3. The contract may be terminated:

10.3.1. By agreement of the parties.

10.3.2. On other grounds provided for by this Agreement and current legislation.

11. FINAL PROVISIONS

11.1. This Agreement is drawn up in two copies having equal legal force, one copy for each of the parties.

11.2. Other conditions at the discretion of the parties.

11.3. The following are attached to the Agreement: .

12. LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES

Salesman

Buyer Legal address: Postal address: INN: KPP: Bank: Cash/account: Correspondent/account: BIC:

13. SIGNATURES OF THE PARTIES

Salesman _________________

Buyer _________________