Sales Contract

A sales contract is an agreement whereby one party undertakes to deliver a thing and the other to pay for it. In other words, the buyer is obliged to pay the price of the good and conversely, the seller is obliged to deliver the good. It is a transfer of property paying. The delivery of the goods at the expense of the professional salesman does not imply an obligation of delivery. In principle, it is up to the buyer to recover the goods from the seller, but the sales contract can provide for an obligation of delivery on the part of the seller.

Moreover, in all sales contracts, the seller is subject to the obligation to provide information. The buyer must be able to know all the terms of the contract before the sale is made. The seller is also obliged to guarantee the buyer against hidden defects and to deliver a good that conforms to what has been agreed upon. Finally, he is responsible for the safety of the object sold, and is liable in case of damage. He cannot be released from his responsibility because of the defectiveness of the product with a limitation of responsibility clause.

Generally speaking, the agreement to sell can be tacit, or oral: the contract of sale does not have to be in writing, there is no legal obligation. However, certain categories of property must be the subject of a written contract of sale, sealed by an authentic act, i.e. received and drawn up by a notary. This is the case, for example, for real estate sales.

In the event of a dispute, the contract has the value of proof: for transactions of a certain importance, and in particular between professionals, it is advisable to establish one’s agreement by means of a contract of sale in order to better secure the transaction.

Although in commercial matters, the method of proof is free. It is much easier to prove the sale with a written sales contract mentioning the price to be paid, the good(s) sold and the agreement of the legal representative (by means of his signature).

Moreover, if the parties want to add specific clauses not provided for by the law (reservation of ownership, delivery at the seller’s expense, payment of the price in instalments, etc.), the written sales contract makes it possible to prove that the signatories have accepted the general conditions of the sale.

The contract for the sale of goods can therefore be drawn up in writing to ensure better protection. When you decide to use a written contract, it must respect a particular formalism and indicate certain obligatory mentions, under penalty of nullity.

Your sales contract must therefore contain specific elements. Download Themis Partner’s sales contract template to obtain an official sales contract that can be modified according to your needs.

In this contract you will find and have to fill in mandatory elements, such as:

The advantage of using a written contract is that it allows you to insert different clauses to protect yourself in case of a dispute:

We have therefore explained above that a contract of sale may be valid even if it is not drawn up. As a matter of principle, a contract of sale is concluded as soon as the parties have agreed on the thing and its price.

In the world of business, it is preferable to have a written document to prove the contract of sale and consent in case of a dispute. Unlike the classic contract which is formed by the simple meeting of the wills, the contract of sale of goods is formed by an acceptance of the price.

Finally, the content of the contract of sale must be lawful and certain. Thus, even if the parties benefit from a contractual freedom, this freedom is not without limits. The content of the contract for the sale of goods must respect the law. Therefore, if the contract goes against the law, it will not be valid. Finally, the content of this type of contract must be certain. That is, the property that is the subject of the contract of sale must be determined or determinable. The contract must give a precise description of the object of the contract.

For the contract of sale to be valid, it must represent the agreement of all parties. To do this, the consent must not be altered. The consent must not have been the object of a mistake, fraud or violence. Fraud can also be characterized by a lack of information that is decisive for the other party’s consent. It is important to note that the withholding of information must be voluntary.

The sales contract from professionals to consumers is not bound by the same obligations as the sale between professionals. Indeed, the Indian Consumer Protection reinforces the protection of the consumer by imposing additional rules on professional sellers (formalism of the sales contract, right of withdrawal…).

In law, the professional is defined as any natural or legal person who acts within the framework of his professional activity. The consumer is a natural person who acts for purposes that do not fall within the scope of professional activities. A sale between professionals is carried out between two companies or firms on a product used in its professional activity.

In principle, when the seller and the buyer agree on the thing and a price, they are committed. If they do not respect their obligations, they can engage their contractual responsibility, which implies the payment of damages. However, it is possible to obtain the resolution of the contract of sale of goods. This right of withdrawal between professionals or between consumers and professionals is highly regulated.

Within the framework of a sales contract between professionals, the withdrawal period is 14 days from the date of receipt, provided that the following three conditions are met:

A distinction must be made between online and in-store purchases. Indeed, in the case of online purchases, the right of withdrawal is set at 14 days from the day after delivery. For purchases made in stores, there is no right of withdrawal. Professionals can provide, under certain conditions and time limits, a refund or an exchange at their convenience.