Contract for the supply of goods: main features, essential conditions and form of the contract + template of the Contract for the purchase and sale of equipment (English-Ukrainian) on the terms of DAP

Legal regulation of relations under the supply contract is carried out by the Economic Code (hereinafter - the Civil Code of Ukraine) and the Civil Code (hereinafter - the Central Committee of Ukraine).

According to the supply contract, one party - the supplier undertakes to transfer (deliver) the goods (goods) to the second party - the buyer within the stipulated time (terms), and the buyer undertakes to accept the specified goods (goods) and pay a certain amount of money for them ( Art. 265 of the Civil Code of Ukraine ).

The corresponding provisionsof the Civil Code of Ukraine on the contract of sale are applied to supply relations not regulated by the Commercial Code.

According to Art. 712 of the Civil Code of Ukraine , according to the supply contract, the seller (supplier), who carries out business activities, undertakes to transfer the goods to the buyer's ownership within the set period(s) for use in business activities or for other purposes not related to personal, family , home or other similar use, and the buyer undertakes to accept the goods and pay a certain amount of money for them.

The general provisions on purchase and sale apply to the supply contract, unless otherwise established by the contract, law or does not follow from the nature of the relations of the parties.

The parties to the supply contract can be business entities ( Part 3 of Article 265 of the Civil Code of Ukraine ). The parties to the contract are the supplier (seller) and the buyer.

As with every business contract, the essential conditions of the supply contract , in accordance with Art. 180 of the Civil Code of Ukraine , there is a subject, price and term of the contract.

The subject, quantity and range of delivery are defined by Art. 266 of the Civil Code of Ukraine , according to which the subject of delivery is products defined by generic features, products with the name specified in the documentation for samples (standards), price lists or product directories. The subject of delivery can also be products, products defined by individual characteristics. The total number of goods to be delivered, their partial ratio (assortment, assortment, nomenclature) by varieties, groups, subgroups, types, brands, types, sizes are determined by the specification upon agreement of the parties, unless otherwise provided by law.

Article 267 of the Civil Code of Ukraine regulates the terms and order of delivery. Yes, the supply contract can be concluded for one year, for a period of more than one year (long-term contract) or for another period determined by the agreement of the parties. If the term of its validity is not specified in the contract, it is considered concluded for one year.

Delivery terms are established by the parties in the contract, taking into account the need for rhythmic and uninterrupted supply of goods to consumers, unless otherwise provided by law.

If in a long-term contract, the quantity of delivery is determined only for a year or a shorter period, the contract must provide for the procedure for agreement between the parties on delivery terms for subsequent periods before the expiration of the contract. If such a procedure is not provided, the contract is considered concluded for one year.

In the event that the parties provide for the delivery of goods in separate batches, the term (period) of delivery of production and technical products is, as a rule, a quarter, and consumer products, as a rule, a month. The parties can also agree on the delivery schedule (month, decade, day, etc.) in the contract.

The delivery contract, upon agreement of the parties, may provide for the order of shipment of goods by any mode of transport, as well as the selection of goods by the buyer.

The contract may provide for the shipment of goods by the consignor (manufacturer), who is not the supplier, and the receipt of the goods by the consignee, who is not the buyer, as well as the payment of the goods by the payer, who is not the buyer.

The contract may provide for the order of delivery of the quantity of goods not received by the buyer within the specified period.

In addition to the essential conditions, the supply contract includes conditions on the quality of the delivered goods, quality guarantees and completeness of the goods.

According to Art. 268 of the Civil Code of Ukraine , the quality of the delivered goods must meet standards, technical conditions (if available), other technical documentation that establishes requirements for their quality, or samples (standards), if the parties do not specify higher quality requirements in the contract goods

If there are no conditions in the contract regarding the quality of goods, the latter is determined in accordance with the purpose of the contract or the usual quality level for the subject of the contract or general quality criteria.

The supplier must certify the quality of the supplied goods with an appropriate delivery document, which is sent together with the goods, unless otherwise stipulated in the contract.

In case of delivery of goods of lower quality than required by the standard, technical conditions (if available) or sample (standard), the buyer has the right to refuse to accept and pay for the goods, and if the goods have already been paid for by the buyer - to demand the return of the paid amount.

If the defects of the delivered goods can be eliminated without returning them to the supplier, the buyer has the right to demand from the supplier to eliminate the defects in the location of the goods or to eliminate them by his own means at the expense of the supplier.

If the delivered goods meet the standards or technical conditions (if available), but turn out to be of a lower grade than was agreed upon, the buyer has the right to accept the goods with payment at the price set for goods of the corresponding grade, or refuse to accept and pay for the delivered goods.

In the event that the buyer (recipient) refused to accept goods that do not meet the quality standards, technical conditions (if any), samples (standards) or the terms of the contract, the supplier (manufacturer) is obliged to dispose of the goods within ten days, and regarding perishable goods - within 24 hours from the moment of receipt of the buyer's (recipient's) notice of rejection of the goods. If the supplier (producer) does not dispose of the goods within the specified period, the buyer (recipient) has the right to sell them on the spot or return them to the manufacturer. Perishable goods are subject to local sales in all cases.

Article 269 of the Civil Code of Ukraine regulates the issue of the guarantee of the quality of goods and claims in connection with the defects of the delivered goods, namely.

The terms and procedure for establishing by the buyer the defects of the goods supplied to him, which could not be detected during their normal acceptance, and presenting claims to the supplier in connection with the defects of the supplied goods are determined by legislation in accordance with this Code.

The standards, technical conditions (if available) or the contract for goods intended for long-term use or storage may provide for longer terms for the buyer to properly fix the specified defects (warranty terms). The parties may agree in the contract to a longer warranty period compared to the stipulated standards or technical conditions (if available).

The warranty period of operation is calculated from the day of putting the product into operation, but no later than one year from the day of receipt of the product by the buyer (consumer), and in the case of consumer products that are sold through retail trade, from the day of retail sale of the item, unless otherwise provided by the standards, technical conditions (if available) or contract.

The warranty period of shelf life and storage of goods is calculated from the date of manufacture of the goods.

The supplier (manufacturer) guarantees the quality of the goods as a whole. The warranty period for component products and component parts is considered equal to the warranty period for the main product, unless otherwise stipulated by the contract or standards, technical conditions (if any) for the main product.

The supplier (manufacturer) is obliged at his own expense to eliminate product defects discovered during the warranty period, or to replace the goods, if he does not prove that the defects arose as a result of the buyer's (consumer) violation of the rules of operation or storage of the product. In case of elimination of defects in the product, for which the warranty period of operation is established, this period is extended for the time during which it was not used due to the defect, and when the product is replaced, the warranty period is recalculated from the date of replacement.

In case of delivery of goods of inadequate quality, the buyer (recipient) has the right to collect a fine from the manufacturer (supplier) in the amount provided for in Article 231 of this Code, unless another amount is provided by law or contract.

Lawsuits arising from the delivery of goods of inadequate quality may be filed within six months from the day the buyer properly established the defects of the goods delivered to him.

Completeness of delivered goods ( Article 270 of the Civil Code of Ukraine )

The goods must be delivered complete in accordance with the requirements of the standards, technical conditions (if available) or price lists. The contract may provide for delivery with products (parts) additional to the set or without separate products (parts) included in the set that are not needed by the buyer.

If completeness is not determined by standards, technical conditions (if available) or price lists, it may be determined by contract in necessary cases.

In the case of delivery of incomplete products, the supplier (manufacturer) is obliged, at the request of the buyer (recipient), to complete them within twenty days after receiving the request or to replace them with complete products within the same period, if no other period has been agreed upon by the parties. In the future, before the completion of the product or its replacement, the buyer (recipient) has the right to refuse to pay for it, and if the product has already been paid for, to demand the return of the paid sums in accordance with the established procedure. If the supplier (manufacturer) does not complete the product or replace it with a complete product within the specified period, the buyer has the right to refuse the product.

Acceptance of incomplete products by the buyer does not release the supplier (manufacturer) from responsibility.

Form of delivery contract.

According to Art. 208 of the Civil Code of Ukraine , transactions between legal entities must be made in writing.

You can create an equipment sales contract (Ukrainian-English) on the terms of DAP delivery in the Instaco designer by following the link . To create, you only need to enter the necessary data in the designer.

This template offers a delivery contract with the delivery condition DAP (Delivery at destination) - one of the conditions (terms) of Incoterms, which means that the seller fulfilled his obligation to supply when he provided the buyer with the goods released under the customs export procedure and is ready to be unloaded from the vehicle that has arrived at the specified destination. The DAP terms of delivery place the seller at the responsibility of all costs and risks associated with the transport of the goods to the destination, including (where applicable) any export charges from the country of destination.