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Product sales contracts briefly. Types of contract for sale: general characteristics. Condition about Tara and Packaging

Contract of sale -this is a contract for which one party (seller) undertakes to transfer the property to another (buyer), paying for it a certain amount of money (Art. 454 of the Civil Code).

Types of contract for sale(§ 28 ch. 30 GK):

Retail sale and sale;

Supply;

Supply of goods for state needs;

Contracting;

Power supply;

Property For Sale;

Sale of an enterprise.

Some of the above types of contracts have varieties.

Characteristics of the contract of sale:consensual, compensated, mutual.

The purchase and sale agreement is a group of obligations to transfer property to property (in addition to it, this group includes three more agreements: mena, donations, rent). This is the most common type of contract in civil circulation. It is widely used both within the country and international trade.

Value of the contract of saleit is that it simultaneously generates relative legal relations (obligatory) and absolute (real law).

The seller is obligedtransfer to the buyer:

Product of the appropriate quality (art. 469 of the Civil Code), in the corresponding quantity (Article 465, 466 of the Civil Code), assortment (Art. 467 of the Civil Code), completeness (Art. 478, 480 GK) and set (Article 479 of the Civil Code). The condition about the number of goods is essential; The moment of transfer of the goods is the moment of its presentation, or the provision of at the disposal, or the transfer of its carrier (Art. 458 of the Civil Code);

Goods in container or packaging (art. 481, 482 GK);

Belonging to the goods transferred to the goods and documents (Art. 464 of the Civil Code);

The goods free from the rights of third parties on it (Art. 460 GK). If the third person with the right to ownership of the goods sold to the buyer implements its right to alienate it from the latter (such a right is called Eviccia), the seller must refund the cost of the goods selected from him (paragraph 1 of Art. 461 GK).

In addition, the sales contract may be provided for the responsibility of the seller to insure the goods sold by them.

The seller has the rightrequire from the buyer:

Payment of goods transferred to them;

Return of the goods sold in case of non-payment of it, subject to the transfer of goods to the buyer on the conditions of preserving the ownership of the seller to him until the date of payment (Art. 491 of the Civil Code).

The buyer must:

Pay purchased goods either completely or parts, or directly when transmitting it or before, or after its transfer;

Issue the seller about the inadequate execution of the contract (Art. 483 of the Civil Code);

Insure purchased goods if this duty is provided for by the contract.

Buyer's right -require from the seller to transfer to him the goods purchased by him, corresponding to the terms of the contract, within the relevant term.

Treaty of retail sale - sale -the contract in which the seller who carries out the sale of goods to retail is undertaken to transfer the goods to the buyer, intended for personal, family, home or other use, not related to business activities (Art. 492 of the Civil Code).

Varieties of the retail sale contract:sale of goods in samples and remote method (art. 497 GK); sale of goods using automata (art. 498 GK); sale with the approval of the goods (Buyer) within a certain period (Article 496 of the Civil Code); Sale with the condition of delivery of goods to the buyer (Art. 499 of the Civil Code); Hiring sales agreement (Art. 501 GK).

Listed varieties do not exhaust the entire variety of species of the contract of retail sale of retail sales committed in practice. To the latter, in particular, it is possible to take the sale by self-service the buyer, with payment on credit, at auction, according to the competition and under the Commission agreement; Sale of securities (shares, bonds, bills, etc.).

The absence of a group of retail sales contracts listed above in the Civil Code of the Russian Federation should apparently be explained by the fact that some of them have lost the relevance, others are rarely found in practice, and the third is allocated by the legislator to the independent type of contract.

Characteristics of the contract:consensual, compensated, mutual; Public, as a rule, is an accession contract.

The legislation regulating this agreement is aimed at ensuring the interest of the consumer. It consists of the Civil Code of the Russian Federation (Art. 492-505), a number of laws, the rules for the sale of individual types of goods. The decision of the Plenum of the Russian Federation of the Russian Federation is of great importance for leadership in practical activity "On the practice of consideration by the courts for consumer protection." Among the laws regulating this contract, it is necessary to allocate: "On the protection of consumer rights"; "On competition and restriction of monopolistic activities in commodity markets"; "On certification of products and services".

The ratio of the Civil Code of the Russian Federation and the Federal Law "On the Protection of Consumer Rights" in the regulation of retail sale of retail sales was determined by the Decree of the Plenum of the Armed Forces of the Russian Federation, indicated above: the law applies only if it does not contradict the Civil Code of the Russian Federation.

Among the goods, the sale of which is governed by the rules approved by the Government Resolutions from 1994 to 1996, it is necessary to name: individual types of food and non-food products; fur products; Goods for orders sold at home by buyers; alcohol products; Products made of precious metals and precious stones.

Delivery contract -the contract for which the Entrepreneur supplier undertakes to convey due to the goods to the buyer produced or purchased goods to use in business or other purposes that are not related to personal, family, home and other similar use (Article 506 of the Civil Code).

This contract is considered entrepreneurial, one of the forms of wholesale trade (other forms is trade at the fair and on commodity exchanges). Contracts concluded between the supplier of goods and its buyer are considered simple on the structure of contractual relations, and the agreements in which there is an intermediary is an intermediate subject, are considered to be agreements with a complex structure. In the case of an intermediary, two contracts are concluded: one - between the supplier and the mediator (for example, the wholesale base, the warehouse for storing goods), the second - between the intermediary and the buyer.

Characteristics of the supply contract -consensual, mutual, compensated, in some cases mandatory for the supplier (Art. 445 of the Civil Code).

This type of contracts are regulated by the GC, as well as at the request of the parties to the rules contained in the two provisions on the supply: No. 888, approved by the USSR Council of Ministers on July 25, 1988, canceled part 4 of Art. 2 of the Law of the Russian Federation "On the introduction of part of the secondary Civil Code of the Russian Federation", and then restored by the decision of the Plenum of the Russian Federation of October 22, 1997 they are called this: "Regulations on the supply of production and technical products" and "Regulations on the supply of consumer goods" . In addition, this Agreement is regulated by the rules established by the Civil Code of the Russian Federation for the sale contract, as well as the rules of the Civil Code of the Russian Federation on obligations and transactions. Separate types of contracts are regulated by special regulatory acts, for example. Treaty on the supply of goods for state needs.

Partiesin the contract are called supplier(they may be a commercial organization or an individual entrepreneur) and buyer(they, as a rule, is an entrepreneur, but there may be a state). By buyers in this contract there may be no persons using goods for household needs. The subject and purpose of the goods sold explains the fact that this Agreement is considered entrepreneurial.

Subjectcontracts can be any things that have not been removed from the turnover, as existing at the time of the conclusion of the contract, and not produced (not acquired) at the time of the conclusion of the contract, as a rule, determined by generic signs.

Pricein this contract does not relate to the essential conditions of the contract, but timeapplies. It is installed by the parties by defining a specific date or time period. The starting delivery on this contract is not allowed. Calculations for payment of goods are carried out, as a rule, payment orders.

The formthe contract may be oral only if the parties are citizens of entrepreneurs, and the total value of goods subject to delivery does not exceed 10 minimum wage. In other cases, the form of this contract must be written.

Conclusion and termination of the supply contract

Order of conclusionthe contract has features: one of the parties of the future contract sends a counterparty offer -offer to conclude an agreement with it, and the other party sends accept -consent to conclude a contract. If the acceptance in its response changed the condition of the contract, this answer is not considered an acceptance, but an offer to which the counterparty must respond within 30 days. The party who violated this rule should reimburse the other side of the loss (this rule is provided by Art. 507 GK, called "settlement of disagreements at the conclusion of the contract").

Production procedure:

The goods are transmitted by shipping by its supplier or to the buyer itself, or the person specified by it;

The goods can be transferred at the location of the supplier (sample) based on the shipping discharge, which should be sent to the provider 30 days before delivery (clause 2 of Article 509 of the Civil Code);

The goods may also be transmitted at the location of the supplier, such a transmission is called the sample (Art. 510 of the Civil Code);

The right to choose transport for the delivery of goods belongs to the supplier (paragraph 1 of Art. 510 GK);

Multi-turn packaging and packaging tools that delivered goods are subject to return to the Supplier (Article 517 of the Civil Code);

The goods set by early and adopted by the buyer are counted against the number of goods to be delivered in the following period (Part 3 of Article 3 of Art. 508 GK);

If the supplier is notacle delivery, the supplier is obliged to fill out an incomprehensible amount of goods in the next period (paragraph 1 of article 511 of the Civil Code);

Supply of goods of one name in more quantity than is provided for by the contract, it is not counted into the coating of the incompleteness of the goods of another name and is subject to replenishment (paragraph 2 of Art. 512 of the Civil Code), etc.

It should be paid to the fact that the conditions for the transfer of goods under the contract of delivery are formulated by the legislator in the form of rights and obligations of the respective parties.

Grounds for termination of the contractdeliveries are:

Improper execution of the contract;

Agreement of the parties to terminate the contract;

One-sided refusal to execute the contract in the event of a significant violation of the Treaty with the other party (Article 523 of the Civil Code).

Grounds for one-way refusalsupplies are:

Violations made by the supplier;

Supply of goods with disadvantages, not eliminated in an acceptable period for the buyer (paragraph 2 of article 523 of the Civil Code);

Repeated violation of the delivery time of goods (paragraph 2 of article 523 of the Civil Code);

Supply of an unfaithful or noncompliament product (clause 1 of article 518, Art. 519, paragraph 2 of Art. 480 GK).

Ancient transaction and is a legal form of regulating economic turnover.

In ch. 30 Civil Code of the Russian Federation are registered not only by the general provisions on the contract of sale, but also seven types of this agreement, differing from each other. object and subject legal regulation subject, procedure for transferring goods to ownership Buyer. Civil Code of the Russian Federation regulates the following types of contract for sale:

retail sales contract;
supply contract;
contract of supply of goods for state or municipal needs;
contracting contract;
power supply contract;
real estate sales contract;
The contract for the sale of the enterprise.

The similarity of legal relations in various types of contract of sale allowed the legislant to establish a rule about subsidiary use of general provisions on purchase and sale to the specified types of contracts. Such a legislation is due primarily to the exception of repeated reproduction of the same rules and norms of the NRA.

By treaty of sale and sale one side (seller) undertakes to transfer the thing (product) to the property of the other side (Buyer), and the buyer undertakes to accept this product and pay for it a certain amount (the price) (paragraph 1 of Art. 454 of the Civil Code of the Russian Federation).

IMPORTANT!

As follows from the legislative definition of the essence of this contract, its main goal is to transfer the ownership of the thing from the seller of the goods to the buyer. This goal is clearly spelled out in paragraph 1 of Art. 454 of the Civil Code of the Russian Federation. Consequently, a distinctive feature of this transaction is the fact of transfer by the seller of the thing (product) to the property of the buyer.

Sales contract is consensual Since it is considered concluded from the moment the Agreement by the Parties to all essential conditions, and the moment of its entry into force is not related to the transfer of goods to the buyer. If the entry into force of the contract is coincided with the actual transfer of goods, we can talk about a special procedure for entering into a contract and that it is executed at the time of the conclusion.

Sales contract is compensated: The seller receives from the buyer to pay the received goods or other oncoming provision.

Sales contract is bilateral Since each party has both rights and obligations towards each other.

As a general rule, the ownership arises from the buyer since the transfer of the thing. Only in the case when the alienation of the thing is subject to state registration, the right of ownership arises from the moment of such registration, unless otherwise provided by law (Art. 223 of the Civil Code of the Russian Federation).

If the seller is not a subject with ownership of property assigned to him (state or municipal institution), the transfer of things serves as the basis for the emergence of a limited real-life law (for example, the rights of operational management, the rights of life inherited ownership, etc.).

Subject Purchase and sale agreements are:

Things (goods) available from the seller from the date of conclusion of the transaction;
Future goods, i.e. Those that will be created or to be to produce, unless otherwise established by law or does not follow from the nature of the goods (paragraph 2 of Art. 455 of the Civil Code of the Russian Federation);
property right (real or obligatory) (clause 4 of Art. 454 of the Civil Code of the Russian Federation);
Seller's actions for the transfer of goods to the property, as well as the corresponding actions of the buyer for the adoption of goods and pay for it by the price established by the price contract.

So, the main subject of the contract of sale is thing. It is indisputable and follows from paragraph 1 of Art. 454 of the Civil Code of the Russian Federation. At the same time, according to Professor V. V. Vitryansky, in addition to the goods (his name and quantity), the subject of the contract of sale covers and seller's actions on the transfer of goods as well actions buyer According to his acceptance and payment. Agreeing with this statement, we will explain that we are talking about the subject of the obligation arising from the contract of sale.

Considering property rights As the subject of the contract of sale, it is necessary to pay attention to paragraph 4 of Art. 454 of the Civil Code of the Russian Federation, according to which the "provisions provided for in this paragraph applied to the sale of property rights, unless otherwise follows from the content or nature of these rights." To properly understand this legal norm, it is necessary to determine first of all what property rights and which of these may be the subject of the contract of sale.

Speaking about the possibility of alienation under the contract of sale of property rights, it is important to note that this term does not have a legislative definition. In a civilian doctrine, property rights are recognized by real, obligational and exclusive rights. The content of the real property rights is the triad of the Public, the right of ownership, the right to use and the right of disposal. Property rights in the obligatory legal relationship are the obligations themselves, i.e. rights and obligations of the parties. Exceptional rights marked by the legislator as property are consisting of two legal entities: the rights of use and the right of order by the results of intellectual activity. All property rights unites the presence of a single value criterion, However, real, obligations and exceptional rights have their own combination of properties and signs.

Providing the possibility of applying general provisions on the purchase and sale to the alienation of property rights, the legislator meant only obligatory rights, since the real rights that are property, we are in and. 1 tbsp. 454 of the Civil Code of the Russian Federation, and the order of exclusion of exceptional rights, also recognized by the legislator property, is determined in the norms of part of the fourth Civil Code of the Russian Federation. As mentioned earlier, exceptional rights, being property, have a different legal content other than the maintenance of real and obligatory property rights.

To engage in the economic turnover of exceptional rights, the legislator has provided independent contractual designs: an agreement on the alienation of exclusive right (Article 1234 of the Civil Code of the Russian Federation) and the license agreement (Article 1235 of the Civil Code of the Russian Federation).

Goods under the contract of sale are commodity things:

movable;
immovable;
individually defined;
Defined by generic signs.

The goods must be transferred free from any rights of third parties. The exception is the consent of the buyer for the burden (Art. 460 of the Civil Code of the Russian Federation). In addition, the goods should not be removed from the turnover or limited in circulation (Article 129 of the Civil Code of the Russian Federation).

The risk of accidental death or random damage to the goods goes to the buyer from the moment the seller handed the goods to the buyer. However, if the goods were sold during his way on the way, the risk of his random death or damage passes to the buyer from the moment of the conclusion of the contract of sale, unless otherwise provided by the Treaty (Art. 459 of the Civil Code of the Russian Federation).

Parties Purchase and sale agreements are the seller and buyer.

Seller Things should be her owner or have a limited real right to the transaction object, i.e. the authorities on alienation (order) property.

In cases provided for by law or contract, the powers by order of goods can be provided to other persons:

a bid organizer, signing a contract (paragraph 5 of Art. 448 of the Civil Code of the Russian Federation);
commissioner acting on his own behalf (Art. 990 of the Civil Code of the Russian Federation);
agent acting on the basis of the Agency Agreement (and. 1 Art. 1005 of the Civil Code of the Russian Federation);
a trust manager with respect to property transferred to him under a trust management agreement (clause 3 of Article 1012 of the Civil Code of the Russian Federation).

Buyer There may be a physical or legal person. By purchasing goods, the buyer becomes his owner.

Do not become owners of purchased goods:

state or municipal unitary enterprises, institutions with the right of economic management and operational management;
Citizens or legal entities endowed with authority to accomplish actions on their own behalf under the Commission agreement, agency agreement, a trust management agreement.

The deadline for execution of the seller's responsibility to transfer the goods under the contract of sale, as a rule, is listed in the contract, in other cases the goods must be transmitted "within a reasonable term" (Article 314 of the Civil Code of the Russian Federation). The contract of sale is considered concluded to a strictly defined period, if it seems clear from its content that, in violation of the term, the buyer loses interest in the subject of the contract (Art. 457 of the Civil Code of the Russian Federation).

Date of execution Treaty is:

the date specified on the document confirming the adoption of goods by the carrier;
The date specified in the receiving document.

Essential conditions Purchase and sale agreements:

Subject itself;
The conditions that the legislator identified as essential for this type of contract: a condition for the contract of sale is considered consistent if the contract allows identifying the name and number of goods (Art. 455, 565 of the Civil Code of the Russian Federation);
The conditions that the parties have identified for themselves as significant (for example, the product range is a view, model, size, color, etc.).

The procedure for transferring goods must correspond to a number of mandatory conditions:

product quality. If there is no such condition, the goods must comply with the mandatory requirements established in accordance with the legislation of the Russian Federation on technical regulation or contract of sale. Thus, the goods must comply with: 1) the requirements for its quality and goals for which such goods are commonly used (legal guarantee - paragraph 1 of Art. 470 of the Civil Code of the Russian Federation); 2) the requirements for its quality for a certain period of time established by the Treaty (warranty period) (contractual guarantee - paragraph 2 of Art. 470 of the Civil Code of the Russian Federation);
shelf life (a period of time, after which the goods are considered unsuitable for use in the intended purpose, Art. 472 of the Civil Code of the Russian Federation). Quality guarantee cannot be equated in content to the expiration date of the goods;
completeness of goods. The seller is obliged to transfer the goods to the Buyer, which corresponds to the condition of the contract of completeness, i.e. staffed by all necessary parts, parts, units (art. 478 of the Civil Code of the Russian Federation);
set of goods (Set of goods included). The obligation is considered fulfilled only in the case of transferring all goods included in the kit (Article 479 of the Civil Code of the Russian Federation);
packaging and packaging. The seller is obliged to transfer the goods to the buyer in Tara and (or) packaging, with the exception of goods, which in its nature does not require raising or packaging (Art. 481 of the Civil Code of the Russian Federation). Packaging or packaging ensure the safety of the goods during its transportation and the aesthetic type of goods. Requirements for containers and packaging are defined under the terms of the contract of sale.

Under the contract of sale can take place:

Preliminary payment (Art. 487 of the Civil Code of the Russian Federation);
sale of goods on credit (Art. 488 of the Civil Code of the Russian Federation);
Payment of goods in installments (Art. 489 of the Civil Code of the Russian Federation).

Braginsky M. I., Vitryansky V. V. Negotiated law: in 5 kN. Kn. 2. Property transfer agreements. 2nd ed. M.: Statute, 2011. P. 22-23.
Without containers and packaging, goods can be transferred in cases if this is provided for by the terms of the contract; The object of sale is the property transferred to the buyer earlier; Product But its physical properties do not require packaging and packaging (for example, coal, sand, real estate, land plots, securities).

consensual (the transfer of goods to the buyer is the fulfillment of the contract already concluded)
compensated
bilateral
mutual (synallagamatic) (obligations at both parties)

The purpose of the sales contract is to transfer ownership of the thing that serves a commodity to the buyer. As a general rule, the ownership of the acquirer arises from the moment of the transfer of the thing. If the alienation of the thing is subject to state registration, then the right of ownership arises from the moment of registration. The risk of random death or accidental damage to the goods goes to the buyer from the moment the goods seller is transferred to the buyer. If sold while on the way, the risk is moving to the buyer from the moment of the conclusion of the contract of sale.

The goods under the contract of sale recognize any things, including the future.

Significant Terms of Purchase Treaty:

name of product
quantity of goods

This is enough to recognize the contract of sale by prisoners.

The amount of goods should be determined in the contract in the relevant units of measurement or in monetary terms. The third option - the contract indicates the procedure for determining the number of goods.

If the seller transmits fewer goods than in the contract, the buyer has the right to refuse the goods transferred and their payment; If already paid, then require the return of money and compensation for damages.

If the seller transmits more product than indicated in the contract, the buyer must notify the seller about this. If the seller does not dispose of a part of the goods within a reasonable period, the buyer has the right to accept all the goods and pay for the price established by the contract.

The law also allocates additional essential conditions for some types of purchase and sale agreements:

For sale on a loan with a condition for installments (Art. 489 of the Civil Code of the Russian Federation) - goods (as for all) + (additionally for this contract) price, procedure, deadlines and amounts of payments
For the purchase and sale of real estate (paragraph 1 of Art. 555 of the Civil Code of the Russian Federation) - the goods and price, and the replenishment rate does not apply (paragraph 3 of Art. 424: If there is no price, then the price is as much as "under comparable circumstances usually charged for similar goods, works or services »)
For the purchase and sale of residential premises (clause 1, Art. 558 of the Civil Code of the Russian Federation) - the goods and cost of the object (due to the general norm for real estate - Art. 555 of the Civil Code of the Russian Federation), as well as a list of persons entitled to enjoy them
For sale in retail - product and price.

Additional terms of contract for sale:

the assortment condition (the transfer is subject to goods in specific ratios by types, models, sizes and other signs);
condition about the quality of the goods. If the contract has no condition about the quality of the goods, the seller is obliged to transfer the goods to the buyer, suitable for the purposes for which such goods are commonly used;
the condition about the completeness of the goods. "Commary completedness" is not equal to the "kit of goods". Completeness is a set of basic and components (for example, spare parts), a set - a certain set of products. If the seller handed the noncompliament product, the buyer has the right to demand a commensurate price reduction; Complete goods to compete in a reasonable time. If the seller did not fulfill the requirements of the buyer within a reasonable time, then the buyer has the right to demand the replacement of a noncompliament product for complete; Refuse to execute the contract and demand the return of the payment paid.
condition about container and packaging. If there is no condition about the container and packaging in the contract, the goods must be covered or packaged by the usual way for such a product that ensures the safety of goods of this kind under normal storage conditions and transportation. Some products in nature do not require neither rapidization, nor packaging (carbon transported by embankment). If the seller did not fulfill the duty on rapid and packaging the goods, the buyer has the right to demand it or pack the goods or replace inappropriate packaging. Either the buyer may present the seller to the requirements arising from the transfer of goods inappropriate quality: about a commensurate decrease in the purchase price; about free elimination of shortcomings within a reasonable time; On refund of the cost of the buyer, incurred in connection with the elimination of shortcomings.

The duties of the Parties to the Treaty

The main responsibilities of the seller:

1. The seller is obliged to transfer the goods on time (Article. 454, 456 of the Civil Code of the Russian Federation).

The deadline for execution by the seller of the obligation to transfer the goods to the sales contract (paragraph 1 of Art. 457 of the Civil Code) or it can be determined from the contract, including this clearly implies that in violation of its execution, the buyer loses interest in the contract (paragraph 2 of Art. 457 GK).

As a general rule, the moment in which the responsibility of the seller transfer the goods is considered executed, depends on whether it is obliged to deliver the goods. If the contract for delivery is provided for, the seller is considered to be fulfilled at the time of delivery of the goods to the buyer or the person specified. If the contract is not provided for the contract for delivery, the Seller is considered to be fulfilled at the time of providing goods at the disposal of the buyer at the location of the goods.

The goods are considered to be submitted by the Buyer subject to the following conditions:

the goods are ready for transfer to the term provided for by the Treaty;
the goods are due to the place;
the buyer is aware of the readiness of the goods to the program;
the goods are identified.

Responsibility of the Seller for non-fulfillment of the responsibility for the transfer of goods is the appearance of his duty to return the money received if the product is generic things (paragraph 1 of Art. 463 of the Civil Code), or in charge of transferring the goods if the product is individual-specific things (p. 2 Art. 463 GK, taking into account the rules of Art. 398 GK).

2. The seller is obliged to transfer the goods free from the rights and claims of third parties (Art. 460 of the Civil Code of the Russian Federation).

Accordingly, the seller must warn the buyer about existing burdensions.

The responsibility of the seller for the transfer of goods, burdened by the rights of third parties, is the emergence of the buyer's choice:

reduce the price of the goods;
return the product and transferred cash after termination of the contract by the Buyer.

These rules do not act if the buyer knew or had to be aware of the rights of third parties to the goods.

3. The seller is obliged to transfer the goods in a consistent amount and assortment (Art. 465, 467 of the Civil Code of the Russian Federation).

The amount of goods is expressed in units of measurement (pieces, grams, liters, etc.).

The quantitative characteristic of the goods is the range is a specific ratio of goods by type, models, sizes, colors or other signs (art. 467 of the Civil Code).

Responsibility of the Seller for violation The condition about the number of goods is provided by Art. 466 of the Civil Code. So, as a general rule, if the seller passed a smaller amount of product than determined by the contract, it is obliged to choose a buyer:

transfer the missing amount of goods;
take back the goods transferred to the buyer with violations of quantity;
return the payment paid by the amount if the goods are paid.

If the seller handed more goods ("with surplus"), he has a duty for a reasonable time after receiving the buyer's message to dispose of excess goods.

Responsibility of the Seller for violation The conditions for the assortment of goods is established by Art. 468 of the Civil Code of the Russian Federation and depends on the nature of the violation.

4. The seller is obliged to transfer the goods of good quality (Art. 469 of the Civil Code of the Russian Federation).

The quality of the goods under the contract of sale is the compliance of the goods to certain requirements (Art. 469 of the Civil Code).

First, quality requirements can be established by the contract. However, often in the contract of purchase and sale, the parties do not include any conditions or requirements for the quality of the goods.
Secondly, the goods must comply with the requirements that are usually imposed on similar goods. In this case, the goods must be suitable for which the product of this kind is commonly used.
Thirdly, a different rule is valid if the buyer influenced the seller informs the seller about the quality of the product quality necessary for it on the specific purpose of acquiring goods. In this case, the Seller is obliged to transfer the goods to the buyer the product consistent with the stated requirements.
Fourth, when selling a product in sample and (or) on the description, the seller is obliged to transfer the goods to the buyer, which corresponds to the sample and (or) description.
Fifth, for sellers carrying out entrepreneurial activities, special requirements for the quality of goods are also established. They are obliged to transfer the goods to the buyer that meets the mandatory requirements if they are established by law or in the manner prescribed.

As a general rule, the goods must comply with the specified requirements at the time of transfer to the Buyer and within a reasonable term. In the case when the contract provides for the provision of quality assurance by the Seller, the goods must comply with the requirements for the warranty period - a certain time established by the Treaty (Art. 470 of the Civil Code).

The obligation to verify the quality of goods may be provided for by legal acts, compulsory requirements, sales contract (clause 1 of Art. 474 of the Civil Code). If they are not set to the order of verification, then the check is made in accordance with the usual testing conditions commonly applied. If the seller's duty is provided to check the quality of the goods transmitted to the buyer (test, analysis, inspection, etc.), the seller must provide the Buyer evidence to verify the quality of goods.

The seller is obliged to inform the buyer (Art. 475 GK). If the seller did not do this, he is responsible for the transfer of goods inappropriate quality. So, on the seller's choice, the seller must:

drop goods;
repair within a reasonable time;
remove the cost of the buyer for repairs (paragraph 1 of Art. 475 of the Civil Code of the Russian Federation).

These consequences occur if the disadvantages of the product "ordinary".

If the disadvantages of goods are "significant", the seller must:

return money;
replace the goods to high-quality.

The seller is responsible for the lack of goods, if the buyer proves that the flaws of the goods arose before his transfer to the buyer or for reasons that arose before that moment (paragraph 1 of Art. 476 of the Civil Code). The seller is not responsible for the flaws of the goods, if they prove that they arose after the transfer to the Buyer, for example, due to the violation by the Buyer's rules for the use of goods or its storage, or the actions of third parties, or force majeure (paragraph 2 of Art. 476 of the Civil Code).

5. The seller must pass the goods with complete and in the kit (Art. 478, 479 of the Civil Code of the Russian Federation)

A set of goods is a specific set of goods.

Completeness of goods is a set of components of one product.

The kit and completeness of the goods are coordinated in the contract. If the contract does not define a completeness of the goods, the seller is obliged to transfer the goods to the buyer, the completeness of which is determined usually with the requirements.

The seller's commitment is considered to be executed since the transfer of all goods included in the kit.

Article 480 of the Civil Code establishes the general rules for the responsibility of the Seller in violation of the obligation to transfer the goods in completeness and in the kit. The seller is obliged by the choice of the buyer: to discount or make the goods within a reasonable time. If the buyer demanded the mercy of the goods, and the seller did not fulfill this requirement within a reasonable time, the seller appears the duty to replace the completed product or return the amount of money.

6. The seller is obliged to transfer the goods packed and (or) in proper container (Art. 481 of the Civil Code of the Russian Federation)

Responsibility for non-fulfillment of duties for packaging and (or) to raise goods established by Art. 482 GK. If the goods are transmitted without packaging, the seller is obliged to slow down and (or) pack the goods. If the goods are transmitted in improper packaging and (or) packaging, the seller must replace them. Either instead, the seller will be obliged to satisfy the requirements of the buyer provided for by Article 475 of the Civil Code.

The main responsibilities of the buyer:

1. The buyer is obliged to accept the goods (Art. 484 of the Civil Code of the Russian Federation)

An exception to this rule is possible when the buyer in a certain situation is entitled not to accept the goods (it can legitimately require the replacement of the product or refuse to fulfill the contract when transferring to it of poor quality goods in its essential shortcomings, etc.).

As a general rule, the buyer must accomplish the actions that are necessary on its part (paragraph 2 of Art. 484 of the Civil Code.

The buyer's responsibility for non-fulfillment of the obligation to accept the goods is manifested in the provision of the seller of the right to demand from the buyer to accept the goods or refuse to fulfill the contract and require damages. For example, it may be the cost of transportation, loading-unloading, storage of goods, etc.

2. The buyer is obliged to pay for the goods (Art. 486 of the Civil Code of the Russian Federation)

If the price contract of purchase and sale is not provided and cannot be determined on the basis of its conditions, the buyer must pay the goods at a price that under comparable circumstances is usually charged for similar products (clause 3 of Art. 424 GK).

The buyer is obliged to pay the goods directly before or after sending it the goods by the seller (paragraph 1 of Art. 486 GK). The term "directly" is interpreted in different ways, often as "in the shortest technically possible time." The term of payment can be provided for by legal acts and to flow out of the essence of the obligation.

The buyer's responsibility for non-compliance with the obligation to pay the transferred goods is to pay interest in accordance with Art. 395 GK.

As a general rule, payment must be complete. However, the purchase and sale agreement may be provided for preliminary payment (Article 487 of the Civil Code), payment on credit (Article 488 of the Civil Code), installment payment (Article 489 of the Civil Code).

3. Buyer must notify the seller about any violation of the terms of the contract of sale

It is obliged to exercise such a notice within the period provided for by legal acts or contract. If such a period is not installed, the buyer is obliged to notify the seller within a reasonable time. A reasonable time begins to flow after the violation of the relevant condition of the contract should have been detected based on the nature and purpose of the goods.

In the event of the seller's unchever, the following negative consequences for the buyer comes on the inconspicuous execution of the contract. The seller has the right to refuse completely or partly from meeting the following requirements: Transfer the missing amount of goods; Replace the goods that does not meet the terms of the quality contract or about the assortment; eliminate the flaws of the goods; Complete goods or replace the noncomplete goods with complete; Cut and (or) pack the goods or replace the inappropriate container and (or) packaging.

The right to passive behavior appears from the seller if he proves that the buyer's failure to fulfill this duty entailing the impossibility of satisfying its requirements or entails the seller incommensurable expenses compared to those that it would have incurred if it was in a timely manifold about violation of the contract.

Rules on the suitability and quality of goods

The expiration date of the goods is a period of time defined by law or agreement, after which the product becomes unsuitable for use. Agreement warranty can not exceed the shelf life.

The warranty period is interrupted when the goods cannot be used by the buyer due to the seller (for example, due to the shortcomings of the product). The period is renewed after the elimination of such circumstances.

If, during the warranty period, the buyer will find shortcomings in the transmitted product (components of the product) and the seller at the request of the buyer will make it replacement, the warranty period of the same duration is established on the newly transmitted product as the replaced period (new product - a new warranty period ).

If the seller violated the condition about the quality of the goods, the buyer is entitled to demand:

proportionate to reducing the purchase price, or
gratuitous elimination of the shortcomings of goods within a reasonable time or
reimbursement of their expenditures to eliminate deficiencies.

If the seller made a significant violation of the quality of the product, the buyer is endowed with additional rights in its choice:

refuse to execute the contract and demand the return of money or
to require the replacement of goods of improper quality on goods that meet the condition for the quality of goods.

If the procedure for implementing the buyer of the quality of goods to verify the quality of the goods is not defined by a contract or the specified rules, but is mandatory, the quality of goods is required in accordance with the customs of business turnover or other, commonly applied conditions for such an inspection.

The detection deadlines are defined in the Civil Code of the Russian Federation. If we are talking about a legal guarantee (when there is no warranty period, no shelf life), then disadvantages should be discovered within a reasonable time, but within two years from the date of the transfer of goods to the buyer. If a contractual warranty, then disadvantages should be detected within the warranty period. If the expiration date is set for goods, the disadvantages must be found within the expiration date. If there is a warranty period (contractual guarantee), but it is less than 2 years old, and the disadvantages of goods were found after the warranty period, but within two years from the date of transfer of goods, the seller is responsible if the buyer proves that the flaws of the goods arose before Goods to the buyer or for reasons that arose before that moment.

If the deficiencies detection period is completed, the buyer is not entitled to present the appropriate requirements for the seller.

Rules about the product (transition rights of ownership, risks, the rights of third parties)

Transition of property rights

According to Art. 223 of the Civil Code of the Russian Federation, as a general rule, the ownership of the acquirer of the thing under the contract occurs since its transfer. If I need to register - from the moment of such registration.

According to Art. 224 of the Civil Code of the Russian Federation, the transfer - the presentation of things to the acquirer, and for obligations without delivery - the delivery of the carrier to send to the acquirer (delivery to the organization).

For the DCP, the seller of its obligation to transfer the goods to the Buyer is determined by one of three options (Art. 458 of the Civil Code of the Russian Federation):

· If there is a condition about the responsibility of the Seller for the delivery of goods - the time of delivery of goods to the Buyer;

· If in accordance with the contract, the goods must be transferred to the buyer at the location of the goods, - the moment of providing the goods to the buyer in the appropriate place;

· In all other cases, the moment of passing the goods to the carrier (or organization of communication).

The date of execution of this obligation should recognize the date of the relevant document confirming the adoption of goods by the carrier, or the date of acceptance document.

Risks

The moment of transition from the seller to the buyer's risk of random death or random spoilage of goods - the moment when the seller is considered to fulfill his duty to transfer the goods to the buyer if otherwise provided

The value of splitting the moment of transition of the right of ownership and risk of death: If the buyer has crushed the adoption of the goods granted to his order, the Seller is considered to fulfill his duty and, therefore, the risk of random death goes to the buyer. However, the actual transfer of goods did not happen to the buyer, so he did not have the right of ownership.

The rights of third parties

The seller is obliged to transfer the goods to the buyer free from any rights of third parties. An exception is when there is a buyer's consent to take the goods burdened by such rights (paragraph 1 of Art. 460 GK).

If the goods are transferred with the rights of third parties, a conscientious buyer has the right:

1) require reducing the price of the goods;

2) Termination of the contract of sale.

However, the contract does not terminate the rights of third parties to the goods:

The transition of ownership of the goods under the contract of sale is partial (singular) succession, therefore, in itself, he does not affect the existing encumbrances of this right. In this case, there are in mind the situation when the property sold was previously transferred to the deposit, the rental either in relation to this property is established by servicing, etc.

Rules about the container and packaging of goods

The seller is obliged to transfer the goods packed and (or) in proper container (Art. 481 of the Civil Code of the Russian Federation).

The appointment of containers and packaging is to ensure the safety of goods during storage and transportation. The goods must be slaughtered and (or) is packed by the usual way for such a product; If this method is absent, if the method ensuring the safety of goods of this kind under normal storage and transportation conditions. These rules are valid if the sale contract does not define special requirements for packaging and packaging.

The seller who carries out entrepreneurial activity is obliged to transfer the goods to the buyer in the packaging and (or) packaging corresponding to the mandatory requirements (if provided for in the manner prescribed by law).

Responsibility for non-fulfillment of duties for packaging and (or) to raise goods established by Art. 482 Civil Code. If the goods are transmitted without packaging, the seller is obliged to slow down and (or) pack the goods. If the goods are transmitted in improper packaging and (or) packaging, the seller must replace them. Either instead, the seller will be obliged to satisfy the requirements of the buyer, provided for in Article 475 of the Civil Code of the Russian Federation.

Contract of sale

Contract of sale - This is a contract for which one side (seller) undertakes to transfer the thing (product) to the property of the other party (buyer), and the buyer undertakes to accept this product and pay for it a certain amount of money (the price). (paragraph 1. Art. 454 of the Civil Code of the Russian Federation).

Treaties of supply and purchase and sale of products and goods are the most common obligations in business activities. These treaties encompass most of the commodity relations in financial and economic activities of both legal entities and individual entrepreneurs.

The purchase agreement is a general contractual design (paragraph 1 of Chapter 30 of the Civil Code of the Russian Federation). Chapter 30 highlighted the types of contract of sale: a retail sales contract, supply agreement, supply contract for state or municipal needs, contracting contract, power supply contract, real estate sales contract, enterprise sale agreement.

The contract of sale creates in persons who signed it, mutual rights and obligations.

The contract of sale is bilateral, may be exclusively consensually.

The seller may not be the owner of the goods.

Types of sales contracts

1) retail sales contract

The contract for which one side (seller), which carries out the sale of goods to retail, undertakes to transfer the goods to the property of the other party (buyer) for use that is not related to business activities, and the buyer undertakes to accept this product and pay for it a certain amount of money (price). (paragraph 2.1. Art. 492 of the Civil Code of the Russian Federation). Mandatory for the retail sales contract is to indicate the names and quantities of goods. Otherwise, he is recognized as not concluded (art. 455 p.3 of the Civil Code of the Russian Federation).

Subject The contract is the goods that the seller undertakes to transfer to the buyer. Under the goods is understood as the property not seized from civil turnover (available or which will be created in the future); Things, including money intended for consumption, not related to entrepreneurial activities. The subject of a contract of retail sale cannot be: mandatory rights, the rights to intangible benefits, intangible benefits, duties.

Price Declared by the seller at the time of the conclusion of the contract. The price established by the seller should be the same for all buyers. The buyer to whom the goods was sold at a higher price is entitled to demand the recognition of the contract by negligible, the result of which will be bilateral restitution (each part is obliged to return another all received during the transaction). If the product was consumed, then the consequence of the recognition of the transaction of the negligible will be bilateral restitution in the form of compensation to the buyer of the difference between the price paid by him and the lowest price, along which the seller sold goods.

Seller There can be only an entrepreneur who carries out the sale of goods in retail, which is the owner or otherly controlled person. For the sale of individual types of goods, the seller requires a license (alcohol, tobacco).

Buyer There may be individuals and legal entities using goods for purposes that are not related to entrepreneurial activities.

2) real estate sales contract

The contract for which one party (seller) undertakes to convey real estate in the property of the other party (buyer), and the Buyer undertakes to accept this property on the transfer act and pay it (Article 549 of the Civil Code of the Russian Federation). The contract must be concluded in simple writing. The essential conditions include the subject, the price and list of persons entitled to use the residential premises indicating their rights. There are also increased requirements for the detailing of the subject, namely, when selling a land plot, the location (address), cadastral number, land category, purpose of use and total area are indicated. In the absence of the required detailing, the contract considers something nonconnected.

3) power supply contract

Under the energy supply contract, the energy supply organization undertakes to submit to the Subscriber (consumer) through an attached network of energy, and the Subscriber undertakes to pay for accepted energy, as well as to comply with the agreement provided for by the Agreement, to ensure the safety of the operation in its conduct of energy networks and the health of the appliances and equipment related to it With energy consumption (Article 539 of the Civil Code of the Russian Federation).

Electricity is a specific subject of the contract. Legally, this is a product that however do not belong to things. From here it follows the allocation of a power supply contract to a separate type of sale contracts, since the subject of sale is usually a product with signs of things. The electricity buyer does not arise the right to sell it, give, deposit.

Under the purchase and sale contract, the goods go from the property of the seller to the property of the buyer. The issue of ownership of electricity remains open. The view is the view that electricity belongs to the owners of the network or energy source.

4) contracting contract

Under the contracting contract, the manufacturer of agricultural products undertakes to convey the critical (manufactured) agricultural products to the biller - a person carrying out the purchase of such products for processing or sales (Article 535 of the Civil Code of the Russian Federation). The difference of contracting from other contracts is that only agricultural products can be transferred according to it, which is not recycled at all, or only its primary processing was performed.

In addition, under the contract of contracting, the products are transmitted to the biller for certain purposes, while the purpose of acquiring on other contracts is wider.

5) delivery contract

Such a contract is recognized as a sales contract for which the supplier (seller), which carries out entrepreneurial activities, undertakes to convey due to the term produced or purchased goods to them to the buyer for use in business or for other purposes that are not related to personal, home and others. Similar use (Article 506 of the Civil Code).

The main distinguishing feature of the supply contract is how the subject of the contract will be used. The goods under the supply contract are purchased for implementation in the subsequent economic activity of a legal entity or an individual entrepreneur.

Under the contract of delivery, in contrast to the contract of sale, deliver the goods should always supplier.

Also, in contrast to the sales contract, the execution of the supply contract is the transfer of goods to the buyer, and not its possible transfer of carrier, unless he has such powers issued by the buyer.

Delivery contract cannot be enclosed by an entrepreneurial organization.

6) Agreement of the enterprise

Under the contract of sale of an enterprise, the Seller undertakes to transfer to the property of the buyer as a whole as a property complex, with the exception of rights and obligations that the seller is not entitled to transmit to other persons.

The contract for the sale of an enterprise is in writing and subject to state registration and is considered concluded from the moment of such registration.

7) the contract for the supply of goods for state or municipal needs

Supply of goods for state or municipal needs is carried out, first of all, in accordance with federal laws of April 5, 2013 N 44-FZ, dated December 29, 2012 N 275-FZ, dated December 29, 1994 N 79-FZ, dated December 13, 1994 N 60-FZ, dated December 2, 1994 N 53-FZ.

It is carried out on the basis of a state or municipal contract for the supply of goods for state or municipal needs, as well as concluded in accordance with it, the supply of goods for state or municipal needs (Article 525 of the Civil Code of the Russian Federation).

The state or municipal contract is based on the order for the supply of goods for state or municipal needs, placed in the manner prescribed by the legislation on the placement of orders for the supply of goods, work, the provision of services for state and municipal needs.

Question:

The concept of a sales contract. The overall characteristics of the contract of sale.

Answer:

The concept and general characteristics of the contract of sale

Under the contract of sale, one party (seller) undertakes to transfer the thing (product) to the property of the other party (buyer), and the buyer undertakes to accept this product and pay for it a certain amount of money (the price). Features of legal regulation of the contract of sale are contained in: 1) ch. 30 Civil Code of the Russian Federation; 2) the Law of the Russian Federation of 07.02.92 "On the Protection of Consumer Rights"; 3) the UN Convention of 11.04.80 "On Contracts for International Purchase and Sale of Goods"; 4) Other Zack. And the podzak. Acts.

The moment of the occurrence of ownership of the goods from the buyer is the moment of transferring things, unless otherwise established by law or contract.

Purchase and sale agreement - consensual, mutual, compensated.

The subject of the contract of sale can be any things, with the exception of things, the finding of which in circulation is not allowed or allowed for a special permit, if the parties under the contract there is no such permission. The only significant condition of the contract is a condition for the subject of the contract, it is considered consistent if the contract allows identifying the name and quantity of goods. The usual terms of the contract are the conditions for quantity, assortment, price, quality, container and packaging, kit and completeness of goods.

The amount of goods to be transmitted to the buyer is provided for by the purchase and sale agreement in the relevant units of measurement or in monetary terms or can be determined in the manner prescribed in the contract. The contract of sale may provide for the transfer of goods in a certain ratio by type, models, sizes, colors or other signs (range); In this case, the seller is obliged to transfer goods to the buyer in the assortment agreed by the parties.

The seller is obliged to transfer the goods to the buyer, the quality of which corresponds to the sales contract. In the absence of the contract for the sale and purchase of the terms of the quality of goods, the seller is obliged to transfer a commodity to the buyer suitable for the purposes for which the product of this kind is commonly used. The seller is obliged to transfer the goods to the buyer that meets the terms of the contract of sale on the kit (set of homogeneous goods, in its totality of employees for the appropriate goal) and the completeness (combination of nodes, parts, aggregates, which are united integer and cannot be used separately from each other ).

Unless otherwise provided by the purchase and sale contract and does not follow the obligation, the Seller is obliged to transfer the goods to the buyer in Tara and (or) packaging, with the exception of goods, which does not require caution and (or) packaging in its nature.

The buyer is obliged to pay the goods at a price provided by the purchase and sale agreement, or if it is not provided for by the contract and cannot be determined on the basis of its conditions, at a price, which, under comparable circumstances, is usually charged for similar products, as well as make at their own account action , In accordance with the law, other legal acts, the contract or the usually presented requirements are necessary for the payment of payment.

Zvyagintsev MG
Civil law. Part two
year 2009