First, the main terms of the contract
The main terms of this contract are that Party A and Party B .. The signing subject can be a natural person, legal person or other organization.
1. A natural person can become a contracting party as long as he has reached the age of 18 and is mentally normal. The relationship between the capacity of a natural person and the validity of a contract is complicated, so I don't want to give any hints here. When signing a contract with a natural person, you should pay attention to indicating his ID number. In practice, there are a lot of cases where the ID number is not written. This will bring trouble to the future dispute settlement. After the dispute, bring a lawsuit to the court. If some defendants do not receive the summons, the court will need to announce the service of the summons. At this time, the plaintiff will be asked to provide the defendant identity information inquiry form issued by the police station. However, in the police station to inquire about the identity information of the defendant, it is generally necessary to know the identity number of the defendant. Because there is no ID number, it is probably impossible to find the identity information of the defendant. As the identity of the defendant is unknown, the court will dismiss the prosecution. So when signing the contract, you must keep a copy of the other party's ID card, or at least take a photo of the other party's ID card. It's really inconvenient to get it. Try to find out where he is from, and the more specific the better.
2. For legal persons or other organizations, it is important to review their performance ability and credit status. You can check the other party's industrial and commercial electronic files through the industrial and commercial credit information network, and study the other party's credit status through electronic file registration, such as how much registered capital, whether the capital contribution has actually been paid, whether the shareholder's equity is pledged to others, etc. You can check whether the other party is involved in the lawsuit through the judgment document network, and analyze the other party's credit from the case involved. For example, the defendant who participated in the loan was sued, and the company's capital chain has generally gone wrong. For example, if the defendant is sued for quality disputes, it is necessary to consider the quality of the purchased goods, and so on. You can check whether the other party is being executed or whether it is included in the untrustworthy list on the information network of the executed person. Other unofficial websites are also very convenient, such as enterprise search, Eye of the Sky, Water Drop Credit and so on. And their payment function is more powerful.
3 involving the signing of a contract by a non-legal representative, the original power of attorney issued by a legal person shall be retained, and the authorization authority and time limit shall be reviewed.
Even if the signed contract is beyond the business scope of the other party, it is still valid as long as it does not violate the prohibition, restriction or franchise contract. Mainly considering each other's performance ability.
5. The branches of the other party that have obtained the business license also have the ability to sign contracts (except guarantee contracts), but the functional departments, such as the project department, have no ability to sign contracts. When signing a contract with a functional department, you should pay attention to retaining the evidence that makes you think that the functional department is signing a contract on behalf of a legal person. In case of dispute, the legal person can be sued through agency by estoppel.
Second, from the terms.
Whereas, terms refer to the terms applicable to the law, the principles and purposes of concluding a contract. Generally speaking, this sentence is only a transitional sentence from the main sentence to the core sentence. In fact, clauses also play an important role. Whereas the terms generally include the general situation of the purpose of the contract between the two parties, the ownership and attributes of the goods, etc. When the purpose of the contract cannot be achieved due to force majeure or the other party's breach of contract, the contract can be terminated, in view of the fact that the terms play a vital role in determining the purpose of the contract.
Three. Subject matter (i.e. goods) clause
1. The name and attributes of the subject matter shall conform to the standard name, and the name used in the future bill of lading shall be consistent with the contract.
2. Try not to use general descriptions such as "Party A guarantees the quality of the goods" for quality requirements. The general description is that the standard of quality agreement is not clear. If the quality agreement is not clear, it shall be finally determined according to the national standards and industry standards. If there is no national standard, it shall be determined that the goods can meet the use according to the usual standards. According to these standards, you may not be able to meet your special needs.
Before signing the contract, the seller will generally introduce the goods and even explain them, which can be used as attachments to the contract.
Four, quantity, measurement terms
1. If the measurement method and unit of measurement of the quantity of goods are implemented in accordance with national standards or industry standards, the code or standard name of the measurement method shall be agreed in the contract. If there is no relevant standard, the measurement method and unit should be agreed in the contract, and the related concepts should be explained and defined.
2. For the provisions and calculation methods of positive and negative tail difference, reasonable increase or decrease clauses and natural increase (decrease) on the way, if the industry or relevant departments have relevant provisions, the reasonable difference and calculation method shall be indicated in the contract with reference to the corresponding provisions; If there is no relevant provision, it shall be agreed by the parties themselves.
Verb (abbreviation of verb) packing terms
1. As far as possible, indicate whether the packaging standard adopted is the national standard or the standard of the competent department, and agree on the specific and feasible packaging standard, who will supply the packaging materials and who will bear the packaging expenses.
2. The contract should also clearly stipulate the disposal method of the packaged goods after use, including the buyer paying the deposit, the seller recycling it regularly, or the buyer handling it himself.
Terms of delivery of intransitive verbs
1. Terms of delivery generally include delivery time, place, mode of transportation, insurance burden and relevant documents transfer terms.
Generally speaking, as long as the goods are delivered to the buyer, the risk will be borne by the buyer. However, both parties may agree not to do so. In addition, some risk transfer can only be allocated according to law, but not agreed, as will be said later. Let's talk about the difference between consignment and home delivery. On the surface, consignment and door-to-door delivery are the two modes of transportation in which the seller contacts the goods and finally delivers them to the buyer, but the actual legal relationship is different. When the seller delivers the goods to the carrier, the consignment on behalf of the buyer bears the risk.
3. If the goods cannot be delivered within the agreed time limit due to the buyer's reasons, the buyer shall bear the risk of damage or loss of the goods from the date of default.
4. If the seller places the goods at the delivery place as agreed, and the buyer fails to take delivery of the goods in violation of the agreement, the risk of damage or loss of the goods shall be borne by the buyer from the date of violation of the agreement.
If the quality of the goods does not meet the quality requirements, so that the purpose of the contract can not be achieved, the buyer may refuse to accept the goods or terminate the contract. If the buyer refuses to accept the goods or terminates the contract, the risk of damage or loss of the goods shall be borne by the seller.
Seven, acceptance terms
1. Acceptance terms generally include the time, place, method, cost burden, standards and methods for handling acceptance disputes.
2. If the acceptance time is not clear and the other party delays the acceptance, you will increase the unnecessary storage cost and the risk of damage and loss. If the acceptance place is not specified, the cost may increase or the delivery may be delayed, thus delaying the risk transfer time.
Eight. Price condition
1. Avoid only agreeing on the total price, especially when multiple commodities or multiple specifications of the same commodity are sold together, the unit price should be agreed separately.
2. In addition to the price of the commodity itself, the storage fee, packaging fee and maintenance fee should also be specifically agreed according to the situation.
Nine. terms of payment
1. If the time of payment is unclear, the buyer shall pay when the seller delivers the goods, and the limitation of action shall start from that time.
2. The collection account must have an agreement. If there is no agreement, the money can only be transferred to the account of the contracting individual or the contracting company. For some reasons, some companies will ask to transfer money to the account of the company's finance, legal representative or even other people, which requires the other party to issue a written notice and the authorized person to stamp or sign.
X. Liability clause for breach of contract
1. The liability for breach of contract shall be clearly stipulated. In practice, I have seen that many contracts only stipulate that one party will be liable for breach of contract. Such an agreement is equal to no agreement, and there is no agreement that as long as it is in breach of contract, it should also bear the liability for breach of contract according to law.
2. The agreement on liquidated damages should be reasonable. If the penalty is too low, you can ask for an increase or compensation for the loss. Excessive liability for breach of contract may require mitigation. So you don't need to draw cakes to satisfy your hunger.
3. Being liable for breach of contract does not exempt the obligation to continue to perform. As long as the contract can still be performed, it must continue to perform.
4. It is necessary to stipulate the right of rescission of the observant party when one party violates a certain standard, so that the observant party can make full choices.
XI。 Force majeure and exemption clauses
1. The legal provisions on force majeure are rather general. The types, proof methods and notices of force majeure acceptable to both parties can be stipulated in the contract.
2. The exemption clause shall be reasonable, and shall not exempt one party's main obligations or restrict the other party's main rights, otherwise it will be invalid.
Twelve. Dispute settlement clause
1. It may be agreed that the courts governing disputes are: the domicile of both parties to the contract, the place where the contract is performed, the place where the contract is signed and the place where the subject matter is located.
2. The arbitration agreement shall specify a specific arbitration tribunal.
3. The dispute settlement clause is not only for the purpose of form, but for reducing litigation costs or other purposes when disputes arise.
4. It may be agreed that the lawyer's fee shall be borne by the losing party. Without such an agreement, even if you win the lawsuit, you have to bear the lawyer's fees yourself.
Thirteen. Articles of association of establishment and entry into force
1. If there are special needs, the time or conditions for the establishment of the contract can be agreed.
2. The signature and seal of the contract will take effect, which is different from the usual signature or seal.
Fourteen Signature and seal
1. Sign the signature in person to prevent the other party from forging it. The seal shall be affixed with the special seal or official seal of the contract, and the seals such as the material seal and the financial seal shall not have the effect of signing the contract.
Generally speaking, if the stamp is changed, there is no need to sign it. In order to prevent fraud, the manager should also sign.
3. Personal seal generally has no legal effect.
4. Signature or seal or signature shall be handled according to the effective terms of the contract.
Fifteen. Date and place of signing the contract
Lawsuits arising from disputes over sales contracts are generally under the jurisdiction of the people's court in the place where the defendant has his domicile or where the contract is performed. The parties to a sales contract may also agree in the contract to choose the people's court where the contract is signed. At this time, it is very necessary to clarify the place where the contract is signed. In addition, the place where the contract was signed also has certain reference value for inferring the background and purpose of the contract signing.
This suggestion is an analysis made by our lawyer under normal conditions. Please consult a local professional lawyer for handling the case.