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There is no agreed delivery time in the contract, how can it be considered as overdue delivery?
There is no agreed delivery time in the contract, how can it be considered as overdue delivery? What problems should be paid attention to in the sales contract? I believe this is a concern of many parties to the contract, and I will answer this question for you by the French partner network. I hope what I have compiled will help readers understand that there are no relevant legal provisions in the contract that stipulate the delivery time.
1. The delivery time is not stipulated in the contract. How to calculate the overdue delivery?
According to the Contract Law of People's Republic of China (PRC)
Article 139 Where the time limit for delivery of the subject matter was not agreed upon by the parties or the agreement was unclear, the provisions of Item 4 of Article 61 and Article 62 of this Law shall apply.
Article 61 After the contract comes into effect, the parties have not agreed or clearly agreed on the quality, price or remuneration, place of performance, etc. They can supplement the agreement; If a supplementary agreement cannot be reached, it shall be determined in accordance with the relevant provisions of the contract or trading habits.
Article 62 Where the parties have not clearly agreed on the contents of the contract and cannot be determined according to the provisions of Article 61 of this Law, the following provisions shall apply:
(a) the quality requirements are not clear, in accordance with national standards and industry standards; If there is no national standard or industry standard, it shall be implemented according to the usual standard or the specific standard that meets the purpose of the contract.
(2) If the price or remuneration is not clear, it shall be performed according to the market price at the place of performance when the contract is concluded; If government pricing or government-guided pricing should be implemented according to law, it shall be implemented in accordance with the provisions.
(3) Where the place of performance is unclear, if money is paid, it shall be performed at the place where the party receiving the money is located; Where real estate is delivered, it shall be performed at the place where the real estate is located; Other targets shall be performed at the place where the party performing the obligations is located.
(4) If the time limit for performance is not clear, the debtor may perform at any time, and the creditor may also request performance at any time, but the other party shall be given the necessary preparation time.
(5) If the method of performance is not clear, it shall be performed in a way conducive to the realization of the purpose of the contract.
(six) if the burden of performance expenses is not clear, it shall be borne by the party performing the obligation.
Second, matters needing attention in signing a sales contract
(1) The name and domicile of the party concerned; (The name of the business license shall prevail, and the name on the resident ID card shall prevail for natural persons);
(2) Subject matter; (Write the full name, and be specific, not abbreviated, variety, specification, model, grade, color, etc. Should be written in detail)
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(3) quantity; (Must be clearly filled in, not vague)
(4) Price or remuneration; (to be decided by both parties through consultation)
(5) quality; (Product quality standards must be implemented according to the Standardization Law of People's Republic of China (PRC). If there is no national standard, it should be signed according to the enterprise standard. If the parties have special requirements, they shall sign them through consultation. )
(6) Time limit, place and method of performance; There should be clear rules.
(7) Liability for breach of contract; (According to the Economic Contract Law)
(8) Methods for resolving disputes. (You can apply to the Arbitration Commission for arbitration in writing, or you can settle it through the court.)
In addition, you can also agree on the terms such as packaging method, inspection standards and methods, settlement method, language used in the contract and its effectiveness.
Third, loopholes and fraud in sales contracts.
1. The subject is not qualified to conclude a contract and has no actual performance ability.
In the real economic life, frequent contract fraud is that the subject of concluding a contract is not qualified to conclude a contract and has no ability to perform the contract at all. This situation mainly occurs in the middle of contracts concluded by legal persons and other organizations as one party, which are mainly manifested as follows:
A. One party to the contract did not provide legal person qualification certificate at all;
B. Although one party to the contract provided the business license of enterprise as a legal person, it was a copy or photocopy, but it was actually a forged document;
C. One party to the contract provides a formal business license for an enterprise as a legal person, but the registered capital is actually falsely reported, and there is no real capital and no actual performance ability;
D. Although one party to the contract provided a formal business license of an enterprise as a legal person when concluding the contract, its business license has been revoked because it did not participate in the annual inspection of the Industrial and Commercial Bureau.
2. The agent exceeds the agency authority and signs the sales contract in the name of the principal.
In the signing of sales contracts, it often happens that the agent signs the contract in the name of the principal, and the rights and obligations of the contract signed by the agent shall be borne by the principal within the scope authorized by the principal. However, if the agent exceeds the scope of authorization or the contract concluded after the expiration of the authorization period is not ratified by the principal, the actor shall bear the responsibility. According to the relevant provisions of the General Principles of Civil Law, it may cause losses to the other party to the contract.
3. The subject matter is prohibited or restricted by law.
In the buying and selling activities, the parties do not understand the restrictions and prohibitions of the law on buying and selling goods, but blindly sign the contract because the subject matter is prohibited or restricted by law, which leads to the invalidity of the contract.
4. There are loopholes in the contents of the sales contract, which leads to the lack of protection of rights.
In the sales contract, there are often loopholes in the contract content because of unfamiliarity with the business or lack of negotiation experience. Common vulnerabilities are:
A. the quality agreement is not clear;
B. the place of performance is not clear;
C. the payment period is not clear;
D. the liability for breach of contract is not clear;
E. the payment method is not clear;
F. the expression is not clear;
G. the measurement method is not clear;
H. the inspection standard is not clear.
The above loopholes mostly appear in the case that the text of the contract is missing or the agreement is unclear, and the words are disputed by both parties.
5. Malicious performance in the sales contract.
Signing a complete and detailed contract does not mean that there is no risk, and there may be malicious performance in actual performance, which generally includes:
A. Refusing to pay for the goods on the pretext of poor product quality;
B. The product has quality problems and deliberately fails to inform;
C. failure to notify when the delivery is over;
D when the other party fails to perform the contract, it fails to take timely measures to avoid or reduce losses.
6. Write fake checks and get goods.
Writing fake checks is a kind of fraud that has grown rapidly in recent years. The main form is to issue a cheque with a false denomination, that is, a blank cheque, so that when the payee gives the cheque to his bank for transfer, the drawer's bank refuses to pay and the payment amount will not be cashed. Another form is to deliberately create obstacles, so that the cheque drawn can not be cashed, which is more subtle. For example, the seal on the check is different from the seal reserved by the drawer in the bank; The situation of checks is different; Wrong date; Lian Bi made the cheque illegible; Any changes, etc. Will cause the check to be bounced. It takes some time for the drawer to discover the authenticity of the check, but the drawer takes the goods, which puts the other party in a very unfavorable position.
For telegraphic transfer, we must strictly abide by the principle that money takes effect when it arrives in the account, and we can't use fax as the basis of arrival, because there has been a case of fraudulent telegraphic transfer to defraud goods recently (the bank that handles telegraphic transfer generally won't check his deposit amount immediately).
The above is to explain to readers the problem of "how to count as overdue delivery if there is no agreed delivery time in the contract". If there is no agreed delivery time, both parties to the contract can settle it through consultation. If readers have other legal questions to consult, welcome to the French companion network, and you will get satisfactory consultation results.
Article 2: Guaranteed delivery time
How to guarantee the delivery date of the order?
1. Know the forecast in advance (including order forecast and shipment forecast)
2. Shorten the production cycle (implement lean production)
3. Prepare safety stock
4. Reasonable arrangement of production plan \ delivery plan
5. A successful method of putting pressure on suppliers and requiring materials to be on call to ensure delivery time.
On-time delivery rate is one of the quality goals that every enterprise pays attention to. I have made some achievements in punctual delivery in recent years, and I want to share them with you.
1. Make a good product forecast.
The forecast must be submitted to suppliers regularly in advance so that they can prepare materials and allocate production capacity in advance. The more accurate the forecast, the more guaranteed the delivery time. If the forecast is not accurate, a safety stock plan must be made.
2. Establish a safety stock
Attractive companies can ask suppliers to prepare safety stocks for you, which can reduce the inventory level of their own companies (unattractive companies sometimes have to prepare their own safety stocks). Some products have a long production cycle, and the production preparation time for suppliers after customers place orders is very short. If there is no safety stock, it is definitely impossible to deliver the goods on time. As for the quantity of safety stock, the purchaser must determine it together with the supplier according to his own demand trend and past experience.
3. Do a good job of capacity analysis
Capacity analysis is very important, especially for some bottleneck processes and equipment, which must be carefully calculated during production scheduling to ensure that no accidents occur. Some devices are used by many customers. How to ensure that your products are not squeezed by others must be coordinated with suppliers. In fact, some products can be modified in production, such as adjusting the process and arranging processing on non-bottleneck equipment.
4. Arrange the production plan
Production planning is the most basic method to ensure timely delivery. First of all, the planning should meet the delivery requirements, and it is best to have a certain insurance factor. After the plan is made, carry it out regularly. For key and urgent products, sometimes it can be completed in one day, usually one week is enough.
5. Factory follow-up
Some suppliers with good business have very tight production tasks, and they often give them to whoever stares at them first. Therefore, in order to ensure their delivery time, many customers wait at the supplier at all costs.
Hold a meeting to create momentum
For high-quality customers and profitable products, it is also very useful to have more meetings with the top management of suppliers. It is more useful for big leaders to yell at each other than for us or the bottom to yell a hundred times. I use this method to shorten the production cycle of suppliers from 60 days to more than 20 days.
7. Transportation must ensure that
Some factories deliver goods on time, but not on time. Some transportation units are lax in management, and often wait for the goods halfway under the condition of insufficient supply, which leads to the delay in delivery. Therefore, we have to ask the supplier when the goods must arrive, not when the goods are delivered, so as to avoid changes in the intermediate process. In addition, suppliers must be required to have contingency plans. For example, after a traffic accident, we must take decisive measures, such as timely transshipment, instead of waiting until the car is repaired or the accident is solved. I have many cases in which transport vehicles were loaded in many places, and vehicle accidents prevented them from arriving on time.
2. The first lecture: the present situation of manufacturing enterprises.
1, sales, production, quality and technology are seriously out of touch and in a state of chaos.
2. The terrible waste caused by slow delivery.
3. Understanding of wrong production management and correct production management
4. Establish a flexible production management system and a "visible factory"
Lecture 2: Ensuring delivery depends on organizational strength.
1. Organizational definition of "mutual restriction and mutual service" among sales, production and technology.
2. Which department is the most scientific warehouse for raw and auxiliary materials, semi-finished products and finished products?
3. How should the merchandiser, planner, warehouse keeper, equipment manager, contractor, discipline inspector, material engineer and craftsman be set up to have executive power?
4, how to define the relationship between functional departments, to avoid shirking responsibility.
Practical case analysis
Lecture 3: Ensuring the delivery date depends on the system constraints to be controlled.
1, do prenatal planning.
2. Be controlled in production.
3. Make a postpartum summary.
4. Realize production data.
5. Achieve control objectives.
6. The evaluation of realization effect can be quantified.
Practical case analysis
Lecture 4: Ensure the delivery date by assembly line.
1, the chain of production and marketing runs through.
2, the contract review operation process
3, production planning operation process
4, production scheduling operation process
5, abnormal problem handling operation process
6. The process interface is operated by and.
Practical case analysis
Lecture 5: factories visible to the naked eye
1, visual management and clarity of land and things
2, visual management and site signs
3. Kanban management and daily newspaper publishing
4. Kanban management and inspection of banks
Chapter III: Additional Delivery Contract
Supplier Supplemental Contract of Shenzhen Kaihong Mobile Communication Co., Ltd.
Party A: Shenzhen Kaihong Mobile Communication Co., Ltd.
Party B:
Due to the purchase order issued by Party A in the previous cooperation, Party B can't deliver the goods according to the delivery date, which causes the normal production of Party A to be delayed.
Frequent accidents have caused irreparable heavy losses to Party A .. Materials produced by Party B due to Party A's production needs.
Due to the delay in delivery, the backlog of inventory has caused certain obstacles to Party B's work. Therefore, this supplementary delivery contract is specially formulated.
Article 1: Party A and Party B agree that the production order will take effect after being signed and sealed by both parties.
Article 2: Party A shall specify the specific delivery date (determine the daily delivery quantity) with Party B before the official release, and specify the specific delivery date.
Now, on the order, Party B agrees to return it to Party A after signing and sealing, and this order will take effect. Party B must make a formal reservation.
Deliver the good products to Party A's Hong Kong Nianfu warehouse according to the specified time and quantity. Otherwise, Party A has the right to execute it.
The claim is as follows: claim amount = (stipulated quantity of good products delivered on the same day-quantity of good products delivered on the same day) * delivery delay days.
Quantity * unit price of materials supplied * two thousandths (Note: If Party A cannot deliver the goods due to the poor incoming materials of Party B's products,
For normal use, the claim is the same, and the claim time starts from the required arrival date. )
Article 3: Party B shall deliver the goods at the time stipulated in the official order, and Party A shall not refuse to receive the goods for other unreasonable reasons, otherwise Party A will
Have the right to lodge the following claim against Party A: claim amount = (agreed quantity of goods delivered on the same day-quantity of goods delivered by Party A) *
Days of delayed delivery * unit price of supplied materials * two thousandths.
Article 4: If there is any conflict between the cooperation process and this agreement, this agreement shall prevail. Matters not covered in this agreement and the implementation of this agreement.
Disputes arising in the course of negotiation shall be settled by both parties on the principle of equality and mutual benefit. If negotiation fails, either party shall
May bring a lawsuit to China International Economic and Trade Arbitration Commission.
Article 5: This Agreement shall come into force as of the date of signature and seal by both parties, and the validity period shall be one year. Two days before the expiration of this agreement
If neither Party A nor Party B requests to terminate this agreement in writing before the end of next month, the validity of this agreement will be automatically extended.
For a year, and then automatically continue in the same way.
Article 6: This Agreement is made in duplicate, each party holds one copy, which has the same legal effect.
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