Contract for the retail purchase of goods. Furniture retail purchase and sale agreement

Commercial law

1. Retail purchase and sale agreement as a legal form of commercial services to the population. Concepts, forms, conclusion procedure, rights and obligations of the parties

The concept of a retail purchase agreement

Under a retail purchase and sale agreement, the seller, engaged in business activities of selling goods at retail, undertakes to transfer to the buyer goods intended for personal, family, home or other use not related to business activities.

Thus, retail purchase and sale presupposes a special subject composition and a special purpose of the object of the contract. A retail purchase and sale agreement is a public contract. The price in a retail purchase and sale agreement is an essential condition; it is assumed by the seller for all buyers (without differences between them).

Unless otherwise provided by law or contract, a retail purchase and sale agreement is considered concluded in proper form from the moment the seller issues a cash receipt or sales receipt or other document confirming payment for the goods to the buyer. The buyer's absence of these documents does not deprive him of the opportunity to refer to witness testimony in support of the conclusion of the contract and its terms.

Unless otherwise provided by the contract, the buyer becomes the owner of the goods from the moment of payment for the goods.

Forms of retail purchase and sale agreement

According to Art. 493 of the Civil Code of the Russian Federation, the form required for the contract is observed from the moment payment documents are issued to the buyer. However, these documents cannot be considered as a written form of the transaction (Article 160 of the Civil Code of the Russian Federation), their purpose is to serve as evidence of payment for the goods. Therefore, the form of a retail purchase and sale agreement must comply with the general rules of Art. 159 – 161 of the Civil Code of the Russian Federation: transactions that are executed at the time of completion (this is the majority of retail sales contracts) and transactions between citizens for an amount less than ten times the minimum wage can be concluded orally. All other transactions must be in writing, failure to comply with which, as a general rule, deprives the seller of the right to refer to witness testimony (Clause 1 of Article 162 of the Civil Code of the Russian Federation).

The procedure for concluding a retail purchase and sale agreement

A retail purchase and sale agreement is considered concluded from the moment the seller issues to the buyer a document confirming payment for the goods (cash register, sales receipt, etc.). however, payment for goods and reaching an agreement between the parties are not the same thing. Sometimes payment follows the agreement of the parties (the goods are selected and then paid for), sometimes it precedes it. The last case occurs when the buyer, having determined the desired product for himself, pays for it at the cash register. At the time of payment, the store (represented by the cashier) may not know what product and in what quantity the buyer intends to purchase, having named the total amount of the purchase. However, by virtue of the direct instructions of Art. 493 of the Civil Code of the Russian Federation, a retail purchase and sale agreement will, as a general rule, be considered concluded precisely from the moment of payment for the goods. Obviously, here we are faced with a special legal fiction: payment is always understood as a completed agreement between the parties. This legislative solution is not flawless, but it has its positive features. After all, the moment of payment for the goods is always formally determined, and this eliminates possible disputes over whether the contract was concluded or not.

Rights and obligations of the parties under a retail purchase and sale agreement

The obligations of the seller in a retail purchase and sale agreement are to transfer the goods to the buyer:

a) in a certain place;

b) with all accessories and documents related to the goods;

c) in the agreed quantity and assortment;

d) appropriate completeness and in the kit, if provided;

e) established quality;

f) free from the rights of third parties;

g) in proper packaging and (or) containers.

Responsibilities of the seller: transfer to the buyer the goods provided for in the purchase and sale agreement. The deadline for the seller to fulfill the obligation to transfer the goods to the buyer is determined by the purchase and sale agreement, and if the agreement does not allow it to be determined, in accordance with the general rules on the deadlines for fulfilling obligations. The quantity of goods transferred must comply with the terms of the contract. The seller is obliged to transfer the goods to the buyer free from any rights of third parties, unless the buyer agreed to accept the goods encumbered by the rights of third parties. Failure by the seller to fulfill this obligation gives the buyer the right to demand a reduction in the price of the goods, unless it is proven that the buyer knew or should have known about the rights of third parties to this product. The seller is obliged, simultaneously with the transfer of things, to transfer to the buyer its accessories, as well as documents related to it; transfer the goods in a certain assortment and completeness, the quality of the transferred goods must comply with the purchase and sale agreement. If, under a purchase and sale agreement, goods are subject to transfer in a certain ratio by type, model, size, color or other characteristics (assortment), the seller is obliged to transfer to the buyer the goods in the assortment agreed upon by the parties. The seller is obliged to transfer to the buyer goods, the quality of which corresponds to the purchase and sale agreement; in the absence of conditions in the purchase and sale agreement on the quality of the goods, the seller is obliged to transfer to the buyer, suitable for the purposes for which the goods are usually used. The seller is obliged to transfer to the buyer the goods that comply with the terms of the purchase and sale agreement regarding completeness.

The main responsibility of the buyer is to pay for the purchased goods. However, in a retail purchase and sale, the contract, as a general rule, is considered concluded from the moment of payment. In this case, the buyer's sole responsibility remains to accept the goods.

2. Procedure for consideration of disputes in arbitration court

New procedure for resolving disputes in arbitration court in 2003. New Arbitration Procedural Code of the Russian Federation. Changes in the competence of arbitration courts. Representation in arbitration court. Registration and confirmation of the authority of the representative. New in the distribution of the burden of proof. Measures to secure a claim and enforce a court decision. Countercollateral. Legal expenses. Procedural deadlines, court fines and court notices. Changes in the general procedure for preparing a case for hearing and trial. Peculiarities of consideration of certain categories of cases and adoption of judicial acts. Proceedings to review judicial acts in the appellate instance. Powers, procedure for the activities of the arbitration court of cassation. Review of judicial acts by a supervisory court. - Practice of application of the Federal Laws “On Bailiffs”, “On Enforcement Proceedings” and other regulations governing the procedure and conditions for the forced execution of decisions of courts of general jurisdiction and arbitration courts. Legal norms regulating the general conditions for carrying out enforcement actions in Russia. Requirements for executive documents. The procedure for interruption, restoration, postponement, suspension and termination of judicial proceedings. The procedure for foreclosure and seizure of the debtor's property, the property of the debtor-organization, wages and other types of income of the debtor, securities. The procedure for the execution of enforcement documents in non-property disputes. - Organization of interaction between arbitration courts and the bailiff service of the Russian Federation.

Judicial practice of considering complaints against the actions of a bailiff. Responsibility of the debtor and other persons for failure to comply with the writ of execution and the legal requirements of the bailiff (enforcement fee, costs of enforcement actions, fines). Resolution of the Constitutional Court of the Russian Federation No. 13-P of July 30, 2001 and the Code of the Russian Federation on Administrative Offenses. - Practice of considering labor disputes in courts. Features of out-of-court consideration of individual and collective labor disputes in accordance with the Labor Code of the Russian Federation in 2003.

In accordance with Article 8 of the Federal Law of July 24, 2002 N 96-FZ “On the implementation of the Arbitration Procedural Code of the Russian Federation”, Chapter 36 “Proceedings for the review of judicial acts by way of supervision” of the Arbitration Procedural Code will come into force on January 1, 2003 Russian Federation.

In order to organize the activities of the Supreme Arbitration Court of the Russian Federation in the context of the new arbitration procedural legislation:

1. To approve the Procedure for organizing work on the consideration of applications and submissions for the review of judicial acts in the manner of supervision in the Supreme Arbitration Court of the Russian Federation (hereinafter referred to as the Procedure for organizing the work for the consideration of applications and submissions) and the Procedure for information support for the consideration of applications and submissions for the review of judicial acts in the order supervision (hereinafter referred to as the Procedure for Information Support).

2. To the Deputy Chairmen of the Supreme Arbitration Court of the Russian Federation, chairmen of judicial panels, heads of structural divisions:

Organize work on the consideration in the Supreme Arbitration Court of the Russian Federation of applications and submissions for the revision of judicial acts in the manner of supervision in accordance with the approved Procedure for organizing work on the consideration of applications and submissions.

The Supreme Arbitration Court of the Russian Federation is the highest judicial body for resolving economic and other cases (cases on invalidating in whole or in part normative acts of the President of the Russian Federation, the Federation Council and the State Duma of the Federal Assembly of the Russian Federation, the Government of the Russian Federation in cases of non-compliance with the law and violation of rights and legitimate interests of organizations and citizens; economic disputes between the Russian Federation and its constituent entities, as well as disputes between constituent entities of the Federation (Article 10 of the Law on Arbitration Courts), considered by arbitration courts in the procedural forms provided for by federal law. arbitration courts and provides explanations on issues of judicial practice. The Supreme Arbitration Court of the Russian Federation is also the organizational center of the system of arbitration courts. The functions, competence and powers of the Supreme Arbitration Court of the Russian Federation can be divided into several groups. First of all, it is a judicial body of first instance. In this capacity, he considers only two groups of cases:

a) cases on invalidating (in whole or in part) non-normative acts of the President of the Russian Federation, the Federation Council and the State Duma, the Federal Assembly of the Russian Federation, the Government of the Russian Federation, which do not comply with the law and violate the rights and legitimate interests of organizations and citizens;

b) economic disputes between the Russian Federation and its constituent entities, as well as between constituent entities of the Federation. In addition, he considers, based on newly discovered circumstances, the judicial acts adopted by him and which have entered into legal force. Until now, the Supreme Arbitration Court of the Russian Federation has not considered a single case at first instance.

Problem condition:

Commodity warehouse "Tors", which has a license for storing goods. He entered into warehousing agreements only with organizations in his neighborhood. Commercial organizations in a neighboring microdistrict, which were denied storage of goods, contacted the local administration with a complaint about restrictions on the acceptance of goods for storage by Tors warehouses. Explain the concept of a warehousing agreement? Are the actions of “Tors” legal?

Solution to the problem:

Under a warehousing agreement, a commodity warehouse (custodian) undertakes, for a fee, to store goods transferred to it by the goods owner (bailor) and to return these goods safely. (Clause 1 of Article 907 of the Civil Code of the Russian Federation).

The actions of “Tors” are unlawful, since on the basis of Art. 908 of the Civil Code of the Russian Federation, a warehouse is recognized as a public warehouse if it follows from the law, other legal acts or a permit (license) issued to this commercial organization that it is obliged to accept goods for storage from any goods owner.

A warehousing agreement concluded by a public goods warehouse is recognized as a public contract. In accordance with Art. 426 of the Civil Code of the Russian Federation, a public contract is recognized as an agreement concluded by a commercial organization and establishing its obligations to sell goods, perform work or provide services that such an organization, by the nature of its activities, must carry out in relation to everyone who applies to it.

A commercial organization does not have the right to give preference to one person over another with regard to concluding a public contract, except in cases provided for by law and other legal acts.

The price of goods, works and services, as well as other terms of the public contract, are established the same for all consumers, with the exception of cases where the law and other legal acts allow the provision of benefits for certain categories of consumers.

A commercial organization's refusal to conclude a public contract when it has the opportunity to provide the consumer with the relevant goods, services, or perform the relevant work for him is not allowed.

Bibliography

1. Civil Code of the Russian Federation (part one) dated November 30, 1994 N 51-FZ (as amended on January 10, 2003).

2. Order of the State Standard of the Russian Federation dated January 15, 2003 N 11 “On the organization of work on forensic examination in civil and arbitration cases, cases of administrative offenses in the field of standardization, ensuring the uniformity of measurements and confirmation of conformity (certification).

3. CIVIL LAW. Textbook. Part 1. Second edition, revised and expanded. /Ed. A. P. Sergeev, Yu. K. Tolstoy. – M.: “PROSPECT”, 1997.

4. Civil law: In 2 volumes. T. 1: Textbook / Answer. Ed. prof. E. A. Sukhanov. – 2nd ed., revised and supplemented. – M.: BEK, 2000.

5. Izvarina A.F. Judicial power in the Russian Federation: A textbook for law schools and faculties. – Rostov n/d: MarT, 2001

The document form “Approximate form of a retail purchase and sale agreement (between legal entities)” belongs to the heading “Purchase and sale agreement, contracting agreement.” Save the link to the document on social networks or download it to your computer.

retail purchase and sale

(between legal entities)

_______________________ "__" _____________ ______

__________________________________________________________________,

hereinafter referred to as the “Seller”, and _____________________________________

________________________________________________________________________,

(full name of organization, enterprise)

represented by _________________________________________________________________,

(manager position, full name)

acting on the basis of _____________________________________________,

(specify document certifying authority)

hereinafter referred to as the “Buyer”, collectively referred to as the “Parties”,

have entered into an agreement as follows:

1. Subject of the agreement

1.1. The Seller undertakes to transfer ownership of the Buyer in

term stipulated by the contract Goods with related documentation,

intended for personal, family, home or other

use not related to business activities.

1.2. The Buyer undertakes to accept and pay for the Goods in the order

stipulated by the contract.

1.3. The goods under this contract are ______________________

(indicate the name of the Product)

2. Quality, assortment, quantity, packaging of the Product

2.1. The Seller transfers the Goods to the Buyer in quantity and assortment

________________________________________________________________________.

2.2. The Seller transfers to the Buyer the Goods corresponding

quality certificate provided by the Seller for the Product, with

established expiration date.

2.3. The Seller transfers the Goods to the Buyer in packaging that provides

its safety during transportation, as well as from exposure

atmospheric phenomena.

3. Procedure, terms and conditions for transfer of the Goods

3.1. The sale of the Goods is carried out within the period of ________________________.

3.2. In case of underdelivery, the quantity of underdelivered products

subject to additional delivery _____________________________________________________.

(specify period)

3.3. Delivery of Goods to the Buyer is carried out by the Seller

(type of transport, transportation conditions)

________________________________________________________________________.

3.4. Delivery costs are included in the price of the Product.

3.5. When shipping the Goods to the Buyer, these Goods must be

inspected by the Buyer or an authorized representative of the Buyer in

the place of their shipment, including the Buyer, must be checked

compliance of the Goods with the terms of this agreement, the information specified in

bill of lading for these Goods, as well as quantity, quality,

assortment and packaging of Goods. If deficiencies are discovered during

shipment of Goods, non-compliance with the terms of this agreement and

information specified in the delivery note for these Goods Buyer

notifies the Seller about this, when returning part of the Goods

To the Supplier in writing a Certificate of Return of Goods.

3.6. The seller is considered to have fulfilled the obligation to transfer

Goods, if delivered to the place and time specified by the Buyer, as well as

As a result of acceptance by the Buyer, the quantity corresponds to

quality, range and packaging of the Product.

4. Cost and payment procedure

4.1. The cost of the Goods transferred under this agreement

is _______________________________________________________ rubles.

(in numbers and words)

4.2. The cost of packaging the Product is included in the payment amount for

transferred Goods.

4.3. Payment for the Goods is made by the Buyer within _____________

________________________________________________________________________.

(specify period)

4.4. Payment is made based on ____________________________.

4.5. Payment for Goods is made in cash at the cash desk

Seller (non-cash payment orders to the bank account

supplier).

4.6. The date of payment is considered to be the date __________________________________

________________________________________________________________________.

(date of acceptance by the Buyer’s bank of payment documents for execution,

receipt of funds to the Seller's account)

5. Transfer of ownership

5.1. The risk of accidental loss or damage to the Goods passes to the Buyer

from the moment of acceptance of the Goods by the Buyer or his representative and signing

Parties to waybills.

5.2. Title to the delivered Goods passes to

To the buyer at the time of _____________________________________________________

________________________________________________________________________.

6. Responsibilities of the Parties

6.1. The seller is obliged:

6.1.1. Transfer to the Buyer Goods of proper quality, in

proper packaging, according to the terms of this agreement.

6.1.2. Simultaneously with the delivery of the Goods, transfer to the Buyer

necessary documentation.

6.1.3. Provide the necessary and reliable information about the Product,

specified in clause 1.3 of this agreement, corresponding to the established

law and the requirements generally imposed in retail trade

6.1.4. Transfer the Goods to the Buyer free from the rights of third parties.

6.2. The buyer is obliged:

6.2.1. Ensure timely acceptance of Goods.

6.2.2. Make payment for the Goods in the order and on time,

provided for in this agreement.

7. Buyer's rights

7.1. The buyer has the right to demand the provision of necessary and

reliable information about the Product specified in clause 1.3 hereof

agreement that complies with the requirements established by law and presented in

retail trade requirements for content and methods of provision

such information.

7.2. When transferring the Goods, require a check of its properties

or demonstrations of use.

7.3. If you are not given the opportunity to immediately receive

at the point of sale information about the Product, the Buyer has the right to refuse

execution of the contract, demand the return of the amount paid for the Goods and

compensation for other losses.

7.4. The Buyer has the right to exchange the purchased Product within _________

_________________________________________________________________________

(fourteen days, but the Seller may set a longer period)

days from the date of delivery of the Goods to the Buyer at the place of purchase and other places,

declared by the Seller for similar Products of other sizes, shapes,

size, style, color or configuration.

7.5. In case of a difference in price, the buyer has the right to recalculation

with the Seller.

7.6. If the Seller does not have the Goods required for exchange

The Buyer has the right to return the purchased Product to the Seller and receive

the amount of money paid for it.

7.7. The buyer has the right to make demands for exchange or

returning the Goods only if the goods have not been used,

its consumer properties are preserved, there is evidence

purchasing it from the Seller and this product is not included in the list

goods that cannot be exchanged or returned.

7.8. When transferring goods of inadequate quality, the Buyer has

the right to demand at your choice:

Replacement of substandard Goods with Goods of proper quality;

A proportionate reduction in the purchase price;

Immediate free elimination of defects in the Product;

Reimbursement of expenses for eliminating defects of the Product.

7.9. The buyer has the right to demand replacement of technically complex or

expensive Goods in the event of a significant violation of the requirements for its

quality (detection of fatal deficiencies, deficiencies that cannot be

can be eliminated without disproportionate cost or time, or

are detected repeatedly, or appear again after their elimination, and

other similar deficiencies) or refuse to comply with this

retail purchase and sale agreement and demand a refund of the amount of money,

transferred for the Goods. Goods of inadequate quality are returned to the Seller

at his expense.

8. Responsibility of the Parties

8.1. If payment is late, the Buyer is obliged to pay the Seller

penalties in the amount of ___% (_________________) of the cost of the Goods for each

day of overdue payment.

8.2. In case of delay in delivery of the Goods, the Seller is obliged to pay

The Buyer will receive a fine in the amount of ___% (___________________) of the cost of the Goods.

The Buyer is not responsible for refusal to accept the Goods,

delivery of which is overdue by ____ (_________________) days.

8.3. The parties are not liable under this agreement if

violation of the conditions is due to force majeure circumstances (with

natural disasters, military actions of government bodies

etc.), the presence of which must be confirmed by _____________________.

9. Other conditions

9.1. This agreement comes into force from the moment of its signing

Parties and is valid until "__" __________ ______.

9.2. The Agreement terminates early in cases where

provided for by the current legislation of the Russian Federation.

9.3. Upon termination of this agreement, the Parties shall not

are released from their unfulfilled obligations, payments due

interest and compensation for losses arising from non-fulfillment or

improper fulfillment of its obligations under this agreement.

9.4. Changes and additions to the agreement are made in writing

form and signed by the Parties.

9.5. Disputes and disagreements arising from this agreement or in

connection with it, the Parties will strive to resolve through negotiations.

9.6. If the Parties to this agreement do not come to an agreement,

disputes and disagreements are subject to consideration by the Arbitration Court in

in accordance with the current legislation of the Russian Federation.

9.7. This agreement has been drawn up in two copies, one for each

each Party having equal legal force.

9.8. In matters not reflected in the agreement, the Parties

are guided by the provisions of current legislation.

10. Details and signatures of the Parties

Seller Buyer

(name of organization) (name of organization)

____________________________________ _________________________________

(address) (address)

____________________________________ _________________________________

(phone/fax) (phone/fax)

____________________________________ _________________________________

(TIN/KPP) (TIN/KPP)

____________________________________ _________________________________

(current account) (current account)

____________________________________ _________________________________

(name of bank) (name of bank)

____________________________________ _________________________________

(correspondent account) (correspondent account)

(job title) (job title)

_____________________________________ _________________________________

(signature) (signature)

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Purchase and sale procedures must be properly documented. Otherwise, quite a lot of difficulties may arise.

A retail purchase and sale agreement has a large number of different nuances. Preliminary familiarization with everything will make it possible to avoid various kinds of complications in the future.

There are a large number of different regulatory and legal documents related directly to the preparation of this type of agreement.

Such an agreement significantly simplifies the process of preparing financial statements. You should not make mistakes when drafting. Otherwise, the contract may simply be declared invalid.

Highlights

To carry out the procedure for acquiring any property and subsequent reporting on this procedure, it will be necessary to draw up a special one.

In the absence of this, it will be impossible to adequately reflect in detail the relevant information in the reporting.

At the legislative level, there is a list of situations when it will be necessary to compile such an agreement.

At the same time, there are circumstances in which such a retail purchase and sale agreement is not required.

It all depends on the status of the buyer, the seller, and many other factors. All of them are reflected in the Civil Code of the Russian Federation and other regulatory legislative documents.

The main issues that need to be considered first include the following:

definitions;
types of agreement;
legal framework.

Definitions

A retail purchase and sale agreement is a document of strict accountability. Therefore, the process of compiling it is reflected in sufficient detail in specialized legislative acts.

But for a correct interpretation of the information reflected in such acts, it is necessary to analyze some concepts and definitions.

The main and most significant include the following:

buyer;
salesman;
retail;
seller's liability;
object;
method of conclusion.

Under the terms "buyer" and "seller"	Refers to the parties who enter into the relevant type of agreement. The buyer pays for the goods in some way, the seller, in turn, transfers the goods themselves. In addition, in certain situations it is necessary to draw up additional documents in an agreement of this type. Usually this is an act of acceptance and transfer, as well as some others
Under the term "retail"	This implies the process of selling goods individually, in single copies. However, you should remember some significant nuances associated with the sales process in this way. The seller is responsible for the quality of such goods. Such responsibility is again outlined in sufficient detail in the legislation. First of all – for the quality of the goods provided
"Object"	A specific product specified in the sales contract, sold in the manner in question, at retail. It is for him that the money is transferred. Moreover, the format of the purchase and sale agreement primarily depends on the type of product. One type is used for the purchase of real estate, while at the same time, when purchasing a car, you will need to use a different contract form. There are many nuances associated with these types of documents.
Under the method of conclusion	Typically this involves a process of joining. In certain cases, the nuances of the procedure are simply not agreed upon with the seller. Then, before you start selling a certain product, you will need to carefully understand these issues. Subsequently, this will avoid the emergence of controversial issues and conflict situations.

Types of agreement

The Civil Code of the Russian Federation establishes a fairly large number of different types of sales methods. The situation is similar with contracts drawn up.

At the moment, there are the following types of documents of the type indicated above:

In each of the above cases, a special agreement must be drawn up. However, there are some peculiarities.

In the absence of certain experience in the formation of such documents, it is imperative to familiarize yourself with a correctly compiled sample.

Varieties of agreements, a complete list of them - all this is presented in the relevant legislative norms. The retail purchase and sale agreement is considered concluded from the moment of payment.

Moreover, it is not at all necessary that such an agreement should be drawn up on a separate form, in compliance with all the basic rules for drawing up such documentation.

Sometimes it is enough just to carry out the very fact of payment and draw up a sales receipt.

Even if any problems arise later, it will be enough to have only the documents indicated above.

Legal basis

The main legislative section that you need to focus on when drawing up a purchase and sale agreement is

Civil Code of the Russian Federation. First of all, you should pay attention to the following articles:

	Describes the process of drawing up a standard purchase and sale agreement between two entities in the Russian Federation
	The main features of the form of a retail purchase and sale agreement are indicated
	What is a public offer and how should it be drawn up?
	Obliges the seller to provide the most detailed, detailed information about the product
	An algorithm for selling goods is established when drawing up a corresponding contract and the need for its subsequent acceptance within a certain period is indicated.
	How goods are sold using samples; this article also establishes the basic rules for selling goods with delivery, retail, but remotely
	How is the sales algorithm implemented using automation tools (special machines, various other devices)
	How is a product sold if it is delivered directly to the buyer?
	How payment for goods is made determines its direct cost
	/sales
	How is the procedure for exchanging goods carried out?
	What rights does the buyer have if he was sold a product of inadequate quality?
	How should the process of compensation for the difference in the cost of goods be carried out when they are provided with inadequate quality?

All of the above articles actually examine in detail the various types of contracts for retail trade. There are many differences for this type of agreement.

That is why it is worth carefully studying all regulatory and legal acts. Otherwise, both the seller and the buyer may experience any difficulties in the future.

Also, familiarization with the relevant sections will significantly simplify the procedure for protecting your own rights and interests.

If such a need arises, you need to contact the consumer rights protection department or immediately go to court. Both methods have their advantages and disadvantages. Going to court allows you to complete the review process faster.

How to fill out the retail purchase and sale agreement form

The process of drawing up a contract of this type has a large number of different nuances and features.

Basic questions, studying them in advance will make it possible to avoid a variety of difficulties:

content;
essential conditions;
who may be the parties;
liability by agreement;
completed example.

Despite the fact that the agreement may differ significantly depending on various aspects, in general the content is standard.

Such a document most often includes the following main sections:

number of the contract being drawn up, full name of the document;
date and place of compilation;
salesman;
buyer;
subject of the agreement;
contract price, settlement procedure;
procedure for transfer of goods;
rights and obligations of the parties;
warranty period;
liability of the parties;
resolution procedure;
final provisions;
bank details, as well as addresses of the parties.

Depending on the subject of the contract, the format of this document may differ significantly. If the purchase amount is large enough, then you should definitely familiarize yourself with all the essential nuances in advance.

And also consult a qualified specialist. This will allow you to avoid a variety of difficulties and problems.

Essential terms

The most important conditions include the algorithm for transferring the goods themselves.

In the case of a standard purchase procedure, the following points should be indicated:

Who may be the parties

On the territory of the Russian Federation, no restrictions are imposed on trade relations between individuals and legal entities.

The situation is similar with individual entrepreneurs. Then contracts of the type in question can be concluded without any problems between the following persons:

legal;
physical;
individual entrepreneurs.

Responsibility under the agreement

In accordance with the Civil Code of the Russian Federation, the seller, supplier and manufacturer are responsible for the quality of the goods purchased by the buyer.

There are specialized legal provisions governing liability under a retail purchase and sale agreement.

Completed example

In this way, errors can be reduced to a minimum. This is especially important in case you need to protect your rights in court in the future.

By retail sales agreement a seller engaged in business activities of selling goods at retail undertakes to transfer to the buyer goods intended for personal, family, home or other use not related to business activities (clause 1 of Article 492 of the Civil Code of the Russian Federation).

Retail purchase and sale - the most common type of purchase and sale agreement - plays a primary role in meeting the needs of citizens. In contrast to the wholesale sale of goods in large quantities, the purchase and sale of goods at retail means the sale of individual copies of goods and in small quantities necessary to meet everyday needs. The purchased products are intended for personal, family, home or other use not related to business activities.

Buyers under this agreement are mainly citizens, but they can also be legal entities, including commercial organizations, provided that they do not purchase the goods for profit.

A retail purchase and sale agreement is one of public contracts. This means that it must be concluded with everyone who contacts a retailer on the same terms.

Retail trade is regulated not only by the Civil Code of the Russian Federation, but also by other laws, as well as by-laws. In particular, retail purchases and sales are subject to the Law of the Russian Federation “On the Protection of Consumer Rights” 1.

Among the by-laws are the Rules for the sale of certain types of goods approved by the Government of the Russian Federation 1 ; Rules for commission trade in non-food products; Rules for the sale of fur goods; Rules for the sale of goods by order and at customers' homes; Rules for selling goods based on samples.

It should be noted that the Law of the Russian Federation “On the Protection of Consumer Rights” and the by-laws adopted in accordance with it either specify the provisions of the Civil Code of the Russian Federation (for example, on information provided to the buyer), or contain norms that are not in the Code (for example, deadlines, during which the buyer’s requirements must be satisfied), or provide for rules different from those of the Civil Code of the Russian Federation, unless this is provided for by other laws (for example, on the collection of penalties in excess of losses).

The peculiarity of this agreement is that it is concluded through a public offer. In particular, a public offer includes displaying goods at the point of sale, demonstrating samples of them, or providing information about the goods being sold (descriptions, catalogs, photographs, etc.). These actions are recognized as a public offer, regardless of whether the price and other essential terms of the retail purchase and sale agreement are indicated. The exception is cases where the seller has clearly determined that the goods in question are not intended for sale (for example, goods displayed in a store window indicate that they are samples and are not for sale).

From Art. 493 of the Civil Code of the Russian Federation it follows that a retail purchase and sale agreement, as a rule, is considered concluded in the proper form from the moment the seller issues to the buyer a cash receipt or sales receipt or other document confirming payment for the goods. However, this does not mean that the mentioned documents can be considered as a type of written form of the agreement - they only confirm the fact that the agreement was concluded in orally.

Since in most cases a retail purchase and sale agreement is concluded and executed simultaneously, an oral form is usually used. At the same time, the buyer’s lack of a cash or sales receipt or other document confirming payment for the goods does not in itself deprive him of the opportunity to refer to witness testimony in confirmation of the conclusion of the contract and its terms. Witness testimony is assessed by the court in conjunction with all evidence collected in the case.

The peculiarity of concluding a purchase and sale agreement is that it can be concluded by performing implied actions, i.e. behavior from which the will of the person to complete the transaction is clear (Clause 2 of Article 158 of the Civil Code of the Russian Federation). We are talking, in particular, about the sale of goods using machines. When making such transactions, the owner of the machines is obliged to provide buyers with information about the seller of goods by placing on the machine or providing buyers in another way with information about the name (company name) of the seller, his location, operating hours, as well as the actions that the buyer needs to take to receive goods. The contract is considered concluded from the moment the buyer performs the actions necessary to receive the goods (for example, putting a token or coin into the machine).

The main obligation of the seller under a retail purchase and sale agreement is to transfer the goods to the buyer immediately after payment on the sales floor. However, it is possible to conclude an agreement with the condition of delivery of goods. In this case, the seller is obliged, within the period established by the contract, to deliver the goods to the place specified by the buyer, and if it is not specified, to the place of residence of the citizen or the location of the legal entity that is the buyer. In such cases, the retail purchase and sale agreement is considered fulfilled from the moment the goods are delivered to the buyer, and in its absence - to any person who presents a receipt or other document indicating the conclusion of the agreement or the delivery of the goods, unless otherwise provided by law, other legal acts or agreement or does not follow from the essence of the obligation (Article 499 of the Civil Code of the Russian Federation).

Under a retail purchase and sale agreement, the seller is obligated to provide the buyer with the necessary and reliable information about the product offered for sale (clause 1 of Article 495 of the Civil Code of the Russian Federation). This provision is specified in the Law of the Russian Federation “On the Protection of Consumer Rights”, according to Art. 8-10 of which the seller, as well as the manufacturer of the relevant product, are obliged to provide the necessary and reliable information about the name and affiliation of their enterprise, price, consumer properties of the product, conditions of its purchase, rules and methods of use and storage, warranty obligations and the procedure for filing claims. The seller is also responsible for informing the consumer about the operating hours and rules of trade in the goods he sells.

An essential condition for retail purchase and sale is the same price for all buyers. It must be declared by the seller at the time of concluding the retail purchase and sale agreement.

In the event that a retail purchase and sale agreement provides for advance payment for goods (Article 487 of the Civil Code of the Russian Federation), the buyer’s failure to pay for the goods within the period established by the agreement is recognized as his refusal to fulfill the agreement, unless otherwise provided by agreement of the parties (Clause 2 of Article 500 of the Civil Code of the Russian Federation ).

Since a retail purchase and sale agreement is usually concluded and executed simultaneously, the buyer's primary obligation to pay for the goods is fulfilled immediately upon conclusion of the agreement. However, in certain types of purchase and sale agreements, the moments of conclusion and execution of the agreement do not coincide (agreements with the condition of advance payment, purchase and sale on credit). In such contracts, the buyer’s obligation to pay for the purchased goods becomes essential.

In contracts with the condition of advance payment, the buyer’s failure to pay for the goods is regarded as his refusal to fulfill the contract without the application of consequences in the form of compensation for losses.

If the buyer fails to pay for goods sold to him on credit, the buyer does not become obligated to pay interest for the unlawful use of someone else's money.

Under a retail purchase and sale agreement, the buyer has the right, within 14 days from the date of transfer of non-food goods to him, unless a longer period is announced by the seller, to exchange the purchased goods at the place of purchase and other places announced by the seller for similar goods of other sizes, shapes, dimensions, style, color or configuration, making the necessary recalculation with the seller in case of a difference in price (Clause 1, Article 502 of the Civil Code of the Russian Federation). In this case, we are talking about a product of proper quality. If the seller does not have the goods required for exchange, the buyer has the right to return the purchased goods to the seller and receive the amount of money paid for it.

The buyer's request for an exchange or return of goods must be satisfied if the goods have not been used, their consumer properties are preserved and there is evidence of their purchase from this seller.

The sale of goods based on samples is regulated in a special way. Samples are understood not only as standards of products that determine the requirements for their quality, but also as the products themselves, displayed at the point of sale, but not intended for transfer to the buyer. In addition, the description of the product through a catalog, booklet, etc. is considered as a sample (clause 2 of Article 497 of the Civil Code of the Russian Federation).

Unlike other retail sales contracts, in this case the moment of conclusion and the moment of execution of the contract do not coincide, and the transfer of goods does not take place at the place of sale. Unless otherwise provided by law, other legal acts or an agreement, the moment of execution of this agreement is considered the moment of delivery of the goods to the place specified in the agreement, and if it is not specified in the agreement - to the place of residence of the buyer-citizen or to the location of the legal entity - the buyer .

The buyer has the right to terminate an already concluded contract unilaterally without going to court, subject to compensation to the seller for the necessary expenses incurred in connection with the action to fulfill the contract.

The rules for selling goods by sample specify the procedure for their sale. In particular, in an organization that sells goods by sample, premises must be allocated for displaying samples of goods offered for sale.

Samples of goods that require buyers to become familiar with their structure and operation are demonstrated in the presence of a sales consultant in assembled, technically sound condition, without external damage. Audio and video equipment products, music products, photographic and film equipment, watches, household appliances and other goods that do not require special equipment for connection and commissioning are demonstrated in working condition.

In relation to goods dangerous to the life and health of citizens, the Law of the Russian Federation “On the Protection of Consumer Rights” (Article 7) provides for the use of a number of special measures aimed at preventing harm.

Requirements ensuring safety for life and health are mandatory and must be established in standards, and for certain types of goods - in legislative acts. The manufacturer is obliged to develop, and the seller is to inform the consumer, about special rules for the use, transportation or storage of goods, if this is necessary for his safety.

Products whose standards establish safety requirements are subject to mandatory certification. Their sale and import without a certificate is prohibited. If during the operation or storage of goods it is established that they cause or may cause harm to the life, health or property of citizens, the manufacturer is obliged to suspend their production, and the seller is obliged to suspend their sale until the causes of harm are eliminated, and, if necessary, take measures to withdraw them from circulation and feedback from consumers.

Violation of the buyer's rights entails not only property liability, but also compensation for moral damage, which is expressed in physical and (or) moral suffering caused by non-fulfillment or improper execution of the retail purchase and sale agreement.

According to Art. 15 of this Law, moral damage caused to the consumer as a result of violation by the manufacturer (performer, seller) of his rights provided for by the legislation on the protection of consumer rights is subject to compensation by the causer of harm if he is at fault. Recommendations for the consideration of cases related to the protection of consumer rights were given by the Plenum of the Supreme Court of the Russian Federation in Resolution No. 7 of September 29, 1994 “On the practice of courts considering cases on the protection of consumer rights,” where it indicated that “since moral damage is compensated in monetary or other material form and in the amount determined by the court, regardless of the property damage subject to compensation, the amount of the claim satisfied by the court cannot be made dependent on the cost of the goods (work, service) or the amount of the penalty to be collected, but must be based on the nature and the amount of moral and physical suffering caused to the consumer in each specific case.”

NW RF. 1997. No. 30. Art. 3657

Retail purchase and sale - one of the most common contracts in practice. There is probably not a person who has not at least once bought something using it: bread in a store, a newspaper in a kiosk... However, this agreement, despite its widespread use and extremely long existence, has its own characteristics that are little known ordinary citizens. Let's try to describe them.

What does the Civil Code of the Russian Federation say about a retail purchase and sale agreement?

In accordance with the Civil Code (Civil Code of the Russian Federation), under retail sales agreement refers to one of the variants of a general purchase and sale agreement, according to which one of the parties (seller) transfers the goods to the second (buyer), and the buyer, in turn, transfers money to the seller.

The Civil Code of the Russian Federation defines the following characteristics:

Only persons engaged in entrepreneurial activities (commercial organizations or citizens - individual entrepreneurs) can act as a seller.
The product is purchased for personal use by a non-business buyer. Of course, no one prohibits the same individual entrepreneurs from purchasing, say, the necessary tools or materials through a store, but in this case it is more advisable to enter into a supply agreement or a general purchase and sale agreement that is not tied to retail trade.
For a citizen buyer, special rules apply that protect his interests as a consumer. These rules are partially contained in the Civil Code of the Russian Federation itself, but they are mainly determined by the law “On the Protection of Consumer Rights,” to which the Civil Code of the Russian Federation directly refers.

Legal characteristics of the contract

From a legal point of view, it is characterized by the fact that it is public. This means that:

the seller is obliged to sell his goods to any buyer who can pay for it (restrictions are allowed, but only on the basis of the law - for example, retail sales of alcohol and tobacco products to minors are prohibited);
the conditions for all buyers must be the same: the seller does not have the right to inflate the price for a specific buyer compared to the one at which he sells the goods to others - the law only allows for the introduction of benefits for certain categories of citizens;
The contract is concluded with all buyers in the order of priority, unless the law or the seller himself establishes preferential conditions for a certain category.

Moreover, regarding retail sales agreement As a public agreement, a public offer is possible (and, in fact, almost always applied). An offer is an offer from the seller to the buyer to enter into an agreement indicating the essential conditions (type of product, its price). In fact, by displaying a product in a store window next to the price tag, the seller is already sending all possible buyers an offer to buy this product at this particular price.

Of course, the matter is not limited to shop windows. Recently, this method of confinement has become increasingly widespread. retail sales agreement, like trading via the Internet. Photos of product samples posted on the website indicating the price are also a public offer (See. What is an offer and a public offer according to the Civil Code of the Russian Federation (example, sample)).

Retail sales agreement form

Download the contract

As a rule, goods of not too high value are sold at retail, for which the law allows the conclusion of a transaction orally. However, in some cases retail sales agreement may also be in writing - usually in the form of a receipt that the seller issues to the buyer. It should be remembered that a cash receipt is not a written form of contract at all, but merely confirmation of the fact that the buyer deposited money into the seller’s cash register.

Speaking of form retail sales agreement, we can also recall such a method of trading as selling goods through machines. Here, although the seller is the owner of the vending machine, in reality he is not present at the place where the contract is concluded, so the contract is concluded only if 2 conditions are met:

The machine must contain information about the product, its price and the actions that the buyer must take to receive the product (put money into the coin acceptor, press a button, etc.).
The buyer must complete these actions.

From the moment of commission retail sales agreement is considered concluded.

Of course, no one forbids the seller and the buyer to enter into a full-fledged written agreement with the signatures of the parties and a complete list of all conditions and grounds for liability. However, the conclusion retail sales agreement in this form it is practiced extremely rarely and only in relation to fairly rare and expensive goods.

The rules themselves about the form in which this agreement is concluded seem highly specialized and of interest only to lawyers. However, this is not so: the law provides that in case of non-compliance with the form of the contract, the parties are then limited in the methods of proof if the case goes to court. can be concluded not only orally, but also through implied actions (this term means actions that clearly express the buyer’s desire to enter into a contract). Consequently, if the buyer decides to go to court, he is not limited in presenting evidence and can, in particular, even if he does not have a cash receipt in hand, refer to the testimony of witnesses.

Special types of retail purchase and sale agreements

In addition to the well-known purchase of goods during a personal visit to a store, Russian law also allows other methods of sale. It has already been said about trading via the Internet, but this is only part of the methods of remote conclusion retail sales agreement. In Soviet times, trade through catalogs via mail was actively used - and this practice has not yet completely become a thing of the past. There are many ways of such trade, the only limitation here is that in Russia distance trading of alcohol, as well as goods with limited circulation (weapons, potent drugs, etc.) is not allowed.

In addition to remote retail sales contracts, it is also possible to sell by sample, when the buyer gets acquainted not specifically with the unit of goods that he will receive, but with an equivalent one.

Finally, it is allowed retail sales agreement, associated with the preliminary rental of goods (the so-called rental-sale agreement). In this case, until full payment for the goods, the buyer is considered a lessee, and the rules relating to the lease agreement apply to his relationship with the seller. The buyer becomes the owner of the goods only at the moment when he fully pays the amount agreed with the seller. This method of trading was practiced back in the days of the USSR, when a citizen who rented equipment could become its owner if the amount of all payments for rental became equal to the cost of the goods. Now this practice is allowed, but only with prior agreement with the seller.

Buyer's rights under a retail purchase and sale agreement

To protect the interests of the buyer, the legislation provides for the following measures:

Within a period of no more than 14 days, a non-food product can be replaced with an equivalent one if the originally purchased one is not suitable for some reason. This rule does not apply to certain types of goods (in particular, books). If the seller does not have a suitable replacement product in stock, retail sales agreement is terminated, the buyer receives the money back, and the seller gets his goods (See. What are the rights of consumers (buyers) when returning goods).
If the product is retail sales agreement does not meet the quality requirements, the buyer has the right to demand from the seller either a replacement, or a reduction in price with payment of the difference, or the elimination of defects (if the defects have already been eliminated by the buyer at his own expense, reimbursement of expenses incurred).