How to write a sales contract

Most sales contracts are signed in written form. The contract text formats currently used include model contract text format, professional contract text format, The enterprise drafts its own contract text format. The text model of a sales contract is the written format of the contract, which is generally divided into three parts: header, body, and tail.

1. Header 1. Title: Directly indicate the nature of the contract, such as "Industrial and Mineral Products Sales Contract", "Agricultural and Sideline Products Sales Contract", etc.

2. Contract number: such as "Hezi No. XX".

3. Signing place: such as "XX City XX Conference Hall" (can also be placed at the end).

4. Signing time: indicate "X, month, day of X year" (can also be placed at the end).

5. Name or address of the party concerned: The full name of the unit should be written, followed by parentheses, and write "hereinafter referred to as Party A" and "hereinafter referred to as Party B" respectively. If it is an intermediary, it must also be written State the name of the actual buyer. There are two ways to arrange the above clauses 2, 3, 4 and 5: one is to arrange them in two vertical rows under the title, with the parties in clause 5 on the left and clauses 2, 3 and 4 on the right; the other is It is arranged in a vertical row under the title, and the order is the contract number, project name (title), both parties, signing place, and signing time.

6. Preface to the contract: In one or two sentences, briefly outline the basis and purpose of signing the contract, such as "Based on the call made on "Party B for short) has reached an agreement on the transfer of technology for XX project XX through *** consultations between both parties", and the transition is to "the contract is now formulated as follows". Whether to write it or not depends on the needs of the contract.

II. Text 1. The subject is the object to which the rights and obligations of the contract parties are directed. It is a very important clause in the contract and must be specific and operable. If the winning bidder in the house sales contract is a house, the basic content such as the construction area, location, and drawings of the house should be clearly stated in the contract. If necessary, the actual situation of the subject matter can be explained through attachments. The subject matter must be legal and valid. If it is illegal, the contract will be invalid. For example, the gold sales contract and the gold sales contract are invalid contracts.

2. Product quantity The quantity clause is the core and most basic clause of the sales contract. Including the amount and measurement unit, the measurement unit must use the national legal measurement unit. In an international sales contract, a unit of measurement must be clearly selected from three different measurement units commonly used internationally: metric, imperial, and American, depending on the specific circumstances. The following methods are commonly used in practice:

(1) Measured by the weight of the subject matter, such as 30 kilograms of peanut oil; (2) Measured by the area of ??the subject matter, such as 8 square meters of glass; (3) Measured by the length of the subject matter, such as 80 meters of wire; (4) Measured by the volume of the subject matter, such as 2,000 cubic meters of natural gas; (5) Measured by the volume of the subject matter, such as 500 barrels of oil.

What needs to be noted in the sales contract is that the quantity clause cannot use vague measurement concepts such as a pile, a package, a car, a bundle, and a box.

3. Product quality is a comprehensive reflection of the intrinsic quality and appearance of the object. Product quality inspection should be based on national standards. If there are no national standards, it should be based on industry standards or corporate standards. It can also be determined by both parties. Negotiated and determined.

According to common business practices and terms, the commonly used methods to determine the quality of the subject matter of sale and purchase mainly include the following:

lt; 1) Use samples as standards to determine the quality of the subject matter. Quality; (2) Determine the quality of the subject matter based on specific standards (national standards, industry standards, local standards); (3) Determine the quality of the subject matter based on brand and trademark; lt; 4) Determine the subject matter based on good average quality The quality of the subject matter, for example, apples can be specified per kilogram to determine the approximate size standard; (5) Determine the quality of the subject matter based on the instructions, which is suitable for the sale of electromechanical instruments, large complete sets of equipment, and technology-intensive products.

4. Price terms The price terms refer to the amount of payment and the method of payment. It is one of the necessary terms of the contract.

At present, except for a few important production and living materials related to the national economy and people's livelihood, most transactions are subject to free negotiation between the parties. The current prices of the subject matter of sales contracts include state pricing, state-guided pricing, and party-negotiated pricing. When writing a sales contract, the unit price, total price, currency, payment method, expected delivery, expected delivery, and expected payment time of the subject matter must be marked. When encountering price fluctuations, the payment of remuneration must be stated. and procedures, etc.

5. Performance terms Contract performance terms refer to the time limit, place and method of contract performance.

(1) The performance period refers to the time limit for the parties to perform the contract. The performance period can be calculated by year, quarter, month, ten days, and days. The time limit must be accurate, specific, reasonable, and cannot be ambiguous. words; (2) Place of performance refers to the place of delivery, which must be written accurately, clearly and specifically; lt; 3) Method of performance refers to the delivery, pickup, transportation method and settlement method that both parties should agree on.

6. Liability for breach of contract Liability for breach of contract refers to the legal liability borne by the parties if they fail to perform their obligations under the contract. This clause binds both parties to the accurate performance of the contract and is also an important measure to prevent contract fraud. Therefore, when formulating a breach of contract clause, all factors must be taken into consideration. By formulating a breach of contract liability clause, we can strengthen the awareness of contract performance and ensure that both parties perform the contract comprehensively and correctly.

7. Methods of resolving disputes Methods of resolving disputes refer to the methods used by parties to resolve disputes arising from the signing and performance of a contract.

There are three common methods to resolve disputes:

(1) Negotiation; (2) Application for arbitration; (3) Litigation.

3. End 1. Necessary explanation of the contract (1) How to deal with matters not covered in the contract, such as whether to use notarization, what language to use, etc.; (2) The validity period of the contract; (3) Number of copies of the contract and how to keep it.

2. Signing of the contract (1) The names, legal representatives, and seals of both parties or parties; (2) The names, names, and seals of the intermediary and the guarantor; (3) Authorized agent The unit name, name, and seal; (4) The party’s address, telephone number, fax, postal code, bank account, account number, E-mail, etc.

Extended reading: Things to note in sales contracts

Sales contract disputes are the most common contract disputes and the largest number of contract dispute cases heard by the People’s Court. kind of. In order to prevent disputes in sales contracts, parties to the contract must pay attention to the following aspects when writing.

1. Recognize trademarks. There are many products with counterfeit trademarks and similar trademarks on the market. It is very easy for the buyer to be deceived and the person being counterfeited to be "wronged".

Some imitations of famous brand trademarks often use homophones of different words, similar fonts, the same color, and one word difference. If you do not distinguish carefully, it is difficult to distinguish the authenticity. Therefore, when parties sign a sales contract, they should first identify the trademark.

2. Carefully review the subject qualifications of the parties to the sales contract. The signatory must be the owner of the subject property, otherwise it will be deemed as "incompetent subject qualifications" for the contract. For example, rural homesteads are collectively owned, and urban residents cannot Farmers sign "homestead sales contracts" privately; "branch offices" of the head office have no right to sign sales contracts on their own.

3. Avoid concealing illegal facts. Some parties to a sales contract do not have the qualifications or relevant conditions to sign a contract, but in order to obtain improper benefits, they conceal illegal facts and sign the contract fraudulently.

For example, some commercial houses were secretly sold for more than one room in order to defraud pre-sale funds; a company built "commercial houses" without the approval of the planning department and could not obtain the real estate certificate, but sold them to unknown persons; a senior executive of a developer Commercial housing has not been inspected by the public security fire department, but it conceals this fact and issues a "housing quality inspection certificate" to tenants. Another example is that a real estate developer knew that migrant workers coming to Beijing from other places were not eligible for home purchase loans, but issued false loan certificates to them. , the deposit and down payment for the house purchase amounted to more than 98,000 yuan, and the two parties signed the "Business Contract for Domestic Commercial Houses". Later, because the purpose of the contract could not be realized, a lawsuit was filed. The court ruled that () the buyer suffered first, and the seller Double compensation will be paid later.

4. The content of the offer and the commitment must be consistent. No matter who sends the offer first, the buyer or seller must pay attention to the fact that the content of the promise is completely consistent with the offer, otherwise the promised contract will be invalid. For example, a trading warehouse filled out a unilaterally stamped "Electrolytic Lead Purchase and Sales Contract" on September 15, 2000, which stated: "Supply of electrolytic lead: National Standard No. 1, 300 tons, unit price 6,000 yuan, total amount 1.8 million yuan RMB; 1 payment of 180,000 yuan must be wired into the account within October 5, 2000, and the remaining payment must be paid in one lump sum before delivery; if 1 payment is not received, this contract will be invalid. Any disputes that arise will be submitted to the arbitration committee for arbitration." The contract was entrusted to a certain battery factory that was the target of the offer. After research, the factory filled in the factory name and stamped its official seal, but only filled in the "Contract Effective Period" column: "This The contract is valid from November 8 to December 31. Then on November 9, he remitted a payment of 70,000 yuan to a trading warehouse. However, a certain battery factory did not receive the goods or refund, resulting in a dispute. Later, an arbitration committee ruled that the two parties had different opinions on the "validity period of the contract" between the offer and the commitment, which violated Article 30 of the Contract Law. Therefore, it ruled that the sales contract signed by the two parties was not effective and performance was terminated. ; The respondent (a trading warehouse) received a payment of RMB 70,000 from the applicant (a battery factory) and returned it with interest. Another revelation from this case is that a certain battery factory had different opinions on the validity period of the contract. According to the law, it was in the nature of a "new offer" and the reaction of a trading warehouse should be awaited; a trading warehouse did not make a commitment and should provide a timely refund.

5. Prevent ambiguity in the language of standard clauses. Some parties that provide standard clauses often consciously make the words ambiguous, claim to "have the right to interpret", and secretly attach other conditions that are beneficial to the party. As the other party, first, you must exercise your "right of interpretation" in accordance with the law; second, you must get to the bottom of the matter and ask for details to prevent being deceived.

For example, regarding the "right to use the roof" and "the right to use the exterior wall" in the commercial housing format contract, both parties should have a clear and unified understanding before signing the contract, otherwise disputes will arise during the performance.

6. The wording must be accurate. The contract adopts a clause format. Each word has a certain weight, especially the key words, which are often related to "a thousand pieces of gold" and the stakes are high. During the implementation of contracts, cases where disputes arise due to a single word difference are no longer an isolated phenomenon. The reason is often that one or both parties were careless when signing the contract, but there are also cases where one party deliberately takes advantage of the other party's carelessness or low cultural level to carry out small "strategies" and engage in "word games" to leave a way for evading responsibilities in the future. For example, a furniture factory negotiated and reached an agreement with a certain unit on the sale of tables and chairs. The buyer's obligation is: "The payment is 60,000 yuan, which will be paid immediately after the loan is received." The buyer then drafts a "Furniture Sales Contract" and both parties formally sign it. Later, a certain factory supplied the goods on time and asked a certain unit to pay. However, the person in charge of a certain unit took out the contract signed by both parties and said: "The contract stipulates that the loan will be paid on the eve. Now that we have not paid the loan, how can we pay?" ? ''The person in charge of the factory took out a contract he had and took a closer look. Sure enough, it said "pay immediately upon loan". The factory sued a certain unit for "fraud", but failed to provide evidence. As a result, the court ruled that the contract between the two parties was valid.

It goes without saying that the factory suffered temporary economic losses for this, but it also profoundly inspired the parties to the contract to be careful of "one word difference".

7. Review the credibility of the other party in advance. In real life, The fact that the other party has subject qualifications and that the citizen legal person has civil capacity does not mean that they will be able to conscientiously and fully perform their contractual obligations after signing the sales contract. If the other party's contractual obligations cannot be fully, correctly and actually performed, the purpose of the parties signing the sales contract will not be achieved. In order to avoid unnecessary losses, it is also necessary to investigate the business reputation of the other party before signing a sales contract. This is because parties with better reputations are generally able to consciously abide by their contracts, while parties with poorer reputations often break promises and fail to perform their contracts seriously. One of the ways to prevent fraud during performance is to review the credibility of the other party and select a party with a better reputation as a contracting partner.

8. Pay great attention to the step of making the contract effective through sealing. When signing a sales contract, you must pay attention to the procedure of making the contract effective through sealing. After all the terms of the contract are agreed upon, both parties must sign at the end of the contract and stamp it with the company's official seal or contract-specific seal before the contract can take effect. Therefore, signing and sealing is a very important procedure for signing a sales contract. Once the parties sign and seal, they fully accept all the terms of the contract, and the contract becomes legally binding.

During the actual operation, you should also pay attention to some issues: Before signing and sealing, the contract text should be subject to a final review. If any inappropriateness is found, it is necessary to negotiate with the other party for revision in a timely manner. Since in practice many contracts are negotiated in other places, the person in charge of the contract should not rush to sign and seal it at this time. He should go back and submit it to the unit for review before deciding to sign and seal it.

When affixing a seal, it is necessary to check whether the name of the unit affixed with the official seal or contract-specific seal is completely consistent with the name of the contract party. For units that entrust others to sign contracts on their behalf, they should also pay attention to signing the contract first and then stamping it with an official seal or contract-specific seal to prevent the agent from signing a contract using a blank contract with an official seal and exceeding his authority.

9. The terms of the signed contract must be thorough and complete. For more complex or unclear contracts, you can ask relevant experts to demonstrate. You must consider carefully when signing the contract and strive to make the contract complete and thorough, with accurate and clear language.

Unclear wording and inconsistent content should be eliminated in the contract to prevent one party from being unable to accurately perform its obligations to meet the specific needs of the other party.

10. Require the other party to provide a guarantee. For those enterprises, institutions, and individual industrial and commercial households whose actual performance ability is difficult to ascertain, in order to ensure that the other party can perform the contract, the other party may be required to set up a guarantee. In practice, mortgage guarantees and third-party guarantees for property can be adopted. By setting up a guarantee, both parties can rest assured and eliminate the worries of both parties to the contract.

11. Pay attention to sealing relevant samples. In order to prevent disputes caused by quality issues, for products that do not have quality standards, or although there are regulations, the buyer has special requirements, after agreeing on the standards, you should pay attention to** * Seal the samples together and keep them separately as the basis for acceptance.

In the sales contract for agricultural and sideline products, certain dry, fresh and live products should be subject to reasonable and practical inspection and quarantine in accordance with the relevant provisions of my country’s Food Hygiene Law and Plant Quarantine Regulations.

The goods provided by the supplier must have valid quality certificates and commodity inspection certificates to prevent them from being identified as counterfeit and shoddy goods.

12. Be careful of falling into the "jurisdictional" trap. In a legal environment where local protectionism has not been completely eradicated, the parties to the contract must be aware of contract performance when signing a sales contract and be careful of falling into the jurisdictional trap. The parties to the contract should understand that according to relevant laws and judicial interpretations, the place of arrival of the goods, the place of arrival, the place of acceptance, the place of installation and commissioning, etc. agreed in the contract are not regarded as the place of performance of the contract. In the contract, there must be a clear agreement on the place of issuance or delivery of the contract. Otherwise, the court will not recognize the place of performance of the contract. This will make it very easy for the other party to fall into the litigation jurisdiction trap set by the place of performance of the contract, and then use local protectionism. etc. to achieve the purpose of creating contract disputes in favor of the other party.