the applicable scope of the exchange contract. The sales contract is stipulated as the most important contract in all national debt laws or contract laws. However, there are different legislative attitudes towards the scope of adjustment of the sales contract. Basically speaking, there are two situations:
First, the adjustment scope of the sales contract is limited to the sale of goods, represented by the sales laws of common law countries. The basic obligation of the seller is to transfer all the rights of the goods to the buyer, and the basic obligation of the buyer is to pay the corresponding price. As stipulated in Article 2-12 of the United States Uniform Commercial Code, this article applies to transactions involving goods in principle. The basic definition of "goods" in Article 2-15 refers to all items (including specially manufactured goods) that can be moved under a specific sales contract except money as a means of paying the price, investment securities and the right to recover money or other movable property through legal procedures. The provisions of the British Law on the Sale of Goods in 1873 are similar to the definition of goods in the United States Uniform Commercial Code. It can be seen that these legislations define the subject matter of sale and even resolve the real estate. Article 2 of the United Nations Convention on Contracts for the International Sale of Goods in 198 adopted the resolution method, and defined the sale of personal consumer goods, auctions, state compulsory sales, the sale of stocks, investment securities, negotiable instruments and currencies, the sale of ships, hovercraft, airplanes and electricity as "international sales of goods". As a result, some scholars call the sale of these goods as movable property as general sale, and classify the sale of real estate, intangible goods and rights, including securities, as special sale. Second, represented by some countries and regions in the civil law system, the subject matter of sale is not limited to the ownership of goods, but also includes other property rights. For example, Article 555 of the Japanese Civil Code stipulates that a sale is effective because the parties meet, one party transfers a property right to the other party, and the other party pays the price for it. As well as the provisions of Article 345 of the Civil Code in Taiwan Province, China, the term "buyer and seller" refers to a contract in which the parties agree that one party transfers the property right to the other party and the other party pays the price. Authoritative scholars in Taiwan Province also indicated in their writings that the purpose of buying and selling is the transfer of property rights, including things and rights. There are also different views on whether property rights and intangible things can become the subject of sales contracts in China's legal circles. In a narrow sense, the subject matter of sales contracts is generally not called property, but goods. Therefore, contracts with rights as the subject matter (such as patent transfer contracts) and contracts with intangible objects (such as power supply contracts) do not belong to the scope of sales contracts. In a broad sense, the subject matter of a sales contract should have both property and rights permitted by law, such as intellectual property rights. Therefore, it is necessary to make it clear here what attitude the contract law takes on this issue in the chapter of sales contract. One of the important reasons for holding a broad view of sales contracts is that in modern society, real estate sales and a large number of various forms of rights sales have become important links in social commodity transactions, and it is of great significance to play the great value of these commodities optimistically for promoting economic prosperity and progress. This familiarity is undoubtedly correct. However, it is precisely because of the deepening of China's reform and the rapid progress of social economy that the transfer or trading of these special commodities, such as stocks, bonds, patents, trademark exclusive rights, has not only progressed rapidly, but also gradually formed a series of special regulations. The provisions on the sale of goods or general sale can be applied to the transfer or sale of all kinds of rights, only some relatively principled provisions, and in detail, some more operational regulations need to be formulated specifically.
In this way, the key is not to make it clear whether the rights transaction, the intangible transaction and the real estate transaction belong to the sale or not. The focus should be that we should implement a reasonable legislative method to bring these relationships that should be adjusted by law into an effective legal system, so that the values that should be brought into full play and the legal relationships that should be standardized can be reasonably standardized. With regard to intellectual property rights, China has enacted trademark law, patent law, copyright law and other laws, which stipulate contracts for the registration of trademarks, the transfer of patent rights and the licensing of copyright. These laws are very detailed about the contract, and there is no need to stipulate its contents in the contract law. The transfer of relevant rights can be stipulated by these special laws. If other fields are urgently needed in economic life, we can also consider formulating special laws to adjust and regulate such issues. Foreign countries with developed market economy also have many special laws for rights transactions in these special fields. In the process of drafting the contract law, a section of the house sales contract was specially written in the chapter of the sales contract for soliciting opinions. After argumentation, it is believed that there are also a lot of special and technical problems here, and the effect of formulating special laws is better. Therefore, this section was deleted in the draft contract law. However, one thing must be pointed out, that is, if there are provisions on paid contracts in special laws, their provisions shall apply; if there are no provisions, the general provisions of the contract law may apply, referring to the relevant provisions of the sales contract.
On the purchase and sale of industrial and mining products with mandatory tasks. In the process of legislation, some opinions put forward that at present, the means of production under mandatory scheme management in China have been reduced to several products. Moreover, for industrial and mining products with mandatory tasks, both parties to the purchase and sale enterprises and the purchase and sale prices are determined by the competent state departments, and the parties are not allowed to negotiate freely. Therefore, the contract law should not cover this aspect. Some people think that although the national mandatory task book does not fall within the scope of contract law adjustment, the contract law can be applied to contracts concluded between relevant legal persons and other organizations on the quality of the subject matter and the time limit for performance according to the national mandatory task book. We prefer the latter view.
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Scope of application of sales contract
Scope of application of sales contract
Sales contract is stipulated as one of the most important contracts in various national debt laws or contract laws. However, there are different legislative attitudes towards the scope of adjustment of the sales contract. Basically speaking, there are two situations:
First, the adjustment scope of the sales contract is limited to the sale of goods, represented by the sales laws of common law countries. The basic obligation of the seller is to transfer all the rights of the goods to the buyer, and the basic obligation of the buyer is to pay the corresponding price. As stipulated in Article 2-12 of the United States Uniform Commercial Code, this article applies to transactions involving goods in principle. The basic definition of "goods" in Article 2-15 refers to all items (including specially manufactured goods) that can be moved under a specific sales contract except money as a means of paying the price, investment securities and the right to recover money or other movable property through legal procedures. The provisions of the British Law on the Sale of Goods in 1873 are similar to the definition of goods in the United States Uniform Commercial Code. It can be seen that these legislations define the subject matter of sale and even resolve the real estate. Article 2 of the United Nations Convention on Contracts for the International Sale of Goods in 198 adopted the resolution method, and defined the sale of personal consumer goods, auctions, state compulsory sales, the sale of stocks, investment securities, negotiable instruments and currencies, the sale of ships, hovercraft, airplanes and electricity as "international sales of goods". As a result, some scholars call the sale of these goods as movable property as general sale, and classify the sale of real estate, intangible goods and rights, including securities, as special sale. Second, represented by some countries and regions in the civil law system, the subject matter of sale is not limited to the ownership of goods, but also includes other property rights. For example, Article 555 of the Japanese Civil Code stipulates that a sale is effective because the parties meet, one party transfers a property right to the other party, and the other party pays the price for it. As well as the provisions of Article 345 of the Civil Code in Taiwan Province, China, the term "buyer and seller" refers to a contract in which the parties agree that one party transfers the property right to the other party and the other party pays the price. Authoritative scholars in Taiwan Province also indicated in their writings that the purpose of buying and selling is the transfer of property rights, including things and rights. There are also different views on whether property rights and intangible things can become the subject of sales contracts in China's legal circles. In a narrow sense, the subject matter of sales contracts is generally not called property, but goods. Therefore, contracts with rights as the subject matter (such as patent transfer contracts) and contracts with intangible objects (such as power supply contracts) do not belong to the scope of sales contracts. In a broad sense, the subject matter of a sales contract should have both property and rights permitted by law, such as intellectual property rights. Therefore, it is necessary to make it clear here what attitude the contract law takes on this issue in the chapter of sales contract. One of the important reasons for holding a broad view of sales contracts is that in modern society, real estate sales and a large number of various forms of rights sales have become important links in social commodity transactions, and it is of great significance to play the great value of these commodities optimistically for promoting economic prosperity and progress. This familiarity is undoubtedly correct. However, it is precisely because of the deepening of China's reform and the rapid progress of social economy that the transfer or trading of these special commodities, such as stocks, bonds, patents, trademark exclusive rights, has not only progressed rapidly, but also gradually formed a series of special regulations. The provisions on the sale of goods or general sale can be applied to the transfer or sale of all kinds of rights, only some relatively principled provisions, and in detail, some more operational regulations need to be formulated specifically.
In this way, the key is not to make it clear whether the rights transaction, the intangible transaction and the real estate transaction belong to the sale or not. The focus should be that we should implement a reasonable legislative method to bring these relationships that should be adjusted by law into an effective legal system, so that the values that should be brought into full play and the legal relationships that should be standardized can be reasonably standardized. With regard to intellectual property rights, China has enacted trademark law, patent law, copyright law and other laws, which stipulate contracts for the registration of trademarks, the transfer of patent rights and the licensing of copyright. These laws are very detailed about the contract, and there is no need to stipulate its contents in the contract law. The transfer of relevant rights can be stipulated by these special laws. If other fields are urgently needed in economic life, we can also consider formulating special laws to adjust and regulate such issues. Foreign countries with developed market economy also have many special laws for rights transactions in these special fields. In the process of drafting the contract law, a section of the house sales contract was specially written in the chapter of the sales contract for soliciting opinions. After argumentation, it is believed that there are also a lot of special and technical problems here, and the effect of formulating special laws is better. Therefore, this section was deleted in the draft contract law. However, one thing must be pointed out, that is, if there are provisions on paid contracts in special laws, their provisions shall apply; if there are no provisions, the general provisions of the contract law may apply, referring to the relevant provisions of the sales contract.
On the purchase and sale of industrial and mining products with mandatory tasks. In the process of legislation, some opinions put forward that at present, the means of production under mandatory scheme management in China have been reduced to several products. Moreover, for industrial and mining products with mandatory tasks, both parties to the purchase and sale enterprises and the purchase and sale prices are determined by the competent state departments, and the parties are not allowed to negotiate freely. Therefore, the contract law should not cover this aspect. Some people think that although the national mandatory task book does not fall within the scope of contract law adjustment, the contract law can be applied to contracts concluded between relevant legal persons and other organizations on the quality of the subject matter and the time limit for performance according to the national mandatory task book. We prefer the latter view.