Delivering
and receiving goods are basic obligations of the parties when performing the
Contract for purchase and sale of goods. Specifically, in accordance with
the law, when buying and selling goods, the seller must deliver goods and
relevant documents, as agreed in contracts on quantity, quality, packing and
preservation modes and other contractual terms.
In cases where there is
no specific agreement, the seller is obliged to deliver goods and relevant
documents according to the provisions of the Law on Commerce. At the same time,
the Buyer is obliged to receive the goods as agreed and perform reasonable actions
to help the seller deliver the goods.
If the Seller fails to
deliver insufficient goods, they must deliver the goods in accordance with the
contract. In case the Seller fails to deliver the goods as agreed, the Buyer
has the right to purchase the goods from another person for replacement
according to the goods specified in the contract and the Seller must pay the
difference and relevant expenses, if any; reserves the right to repair the
defect of the goods by itself and the Seller shall pay actual and reasonable expenses
for the rectification.
The Buyer has the right
to request to apply for penalty if agreed in the contract. The penalty for a
breach of a contractual obligation or the aggregate fine level for more than
one breach shall be agreed upon in the contract by the parties but must not
exceed 8% of the value of the breached contractual obligation portion.
In the contract, where
a contract-breaching
party delays making payment for goods or payment of service charges and other
reasonable fees, the aggrieved party may claim an interest on such delayed
payment at the average interest rate applicable to overdue debts in the market
at the time of payment for the delayed period, unless otherwise agreed or
provided for by law.
Thus, when the Seller fails
to comply with the commitments as in the contract, the Buyer has the right to
initiate a lawsuit requesting a court to force the Seller to return the
received amount of goods equivalent for the goods not yet delivered, interest
due to late payment, contract fines, compensation for damage as required. In
case the parties do not agree to penalty for violation, the Buyer only has the
right to claim damages. In case the parties agree to fine for violation, the
Buyer has the right to apply both the sanction of the violation and the forced
compensation for damage, unless otherwise provided by law.
For the determination
of civil liability when violating the sale and purchase contract, according to
law, each juridical person must bear civil liability for the civil rights and
obligations established and performed in the name of the juridical person by
its representative. Each juridical person must bear civil liability by recourse
to its property; shall not bear civil liability for its members with respect to
civil obligations established and performed by such members not in the name of
the juridical person, unless otherwise prescribed by law. A member of a
juridical person shall not bear civil liability of the juridical person for the
civil obligations established and performed by such juridical person, unless
otherwise prescribed by law. Therefore, if the Seller breaches the contract,
the legal entity being the Seller is responsible to pay the Buyer and the legal
person is not responsible for that legal entity.
It is important to
engage lawyers at an early stage of the dispute for consultation on effective
dispute resolution. It is also advised, when entering into the Contract for
purchase and sale of goods, the Seller needs to understand the basic legal
provisions on its rights and obligations. The Buyer also needs to know clearly
about the obligations of the Seller in order to be able to prevent the risk
that arises when one of the parties breaches a fundamental contractual
obligation.
ANT Lawyers in a law firm in Vietnam, recognized by
Legal500, IFLR1000. We are an exclusive Vietnam member of Prea Legal, the
global law firm network covering more than 150 jurisdictions. The firm provides
a range of legal services to multinational and domestic clients. For advice or
services request, please contact us via email ant@antlawyers.vn, or call us +84
24 730 86 529.
0 nhận xét:
Đăng nhận xét