Commercial contracts in the sale of goods

In the sale of merchandise, commercial contracts play a fundamental role in establishing the foundations of a successful negotiation, regulating the agreements of the parties and guaranteeing the materialization of their will in accordance with the agreement.

What role do commercial contracts have in the sale of goods?

Commercial contracts allow defining the responsibilities that each of the parties have during the negotiation since through them the terms of delivery and risks in the transfer of the goods are established, as well as the costs, deadlines for payment and the method to be used to execute it.

On the other hand, it allows the buyer and seller to determine the time and place in which a risk may occur in the merchandise object of sale and the way in which each will respond, the transport, insurance, and other procedures that allow the materialization. of the contract with the delivery of the good and the payment thereof.

In this way, contracts for the sale of merchandise allow the parties to know their obligations and respective legal consequences in the event of non-compliance with the same.

In particular, because the goods to be commercialized can go through different people who intervene in industry and commerce, such as: intermediaries, commission agents, agents, warehouses, wholesalers, among others; and that they do not necessarily acquire the merchandise as owners of it.

However, according to the lawyers of Forcam Abogados, in the absence of a specific regulation of each of the activities that are carried out during the transfer of the property (merchandise) and the payment of the same, the existence of the sale contract becomes more important as there agreed is applied in a subsidiary way in the event of a possible legal claim.

In commercial contracts, the terms are usually shorter in order to speed up legal traffic. To all this, it should be noted that the way to celebrate these contracts is regulated in our legal system in articles 325, 326 onwards of the Commercial Code.

Likewise, the legislation in the international order of the merchandise sale contract is specified in the Vienna Agreement of 1980, which Spain signed on July 24, 1990 and which is complemented by the Hague agreement on October 30, 1985, in order to regulate the sale of goods between people, regardless of their nationality and / or residence other than the signatory States of the aforementioned Agreement.

Obligation of the parties in contracts for the sale of goods

As might be expected, the essential obligations of the parties involved in the contract are circumscribed in that, on the one hand, the buyer will receive the purchased goods and pay the agreed price. On the other hand, the seller must deliver the thing sold in perfect condition and conservation. Hence, any breach of any of the parties entails a contractual liability and implies sanctions.

From the most general perspective, it starts from the fact that the responsibility for the merchandise is transmitted from the delivery of the same. However, if it is understood that the seller's responsibility ends as of the shipment and transportation of the merchandise, the purchasing party has no control over the defects of the merchandise related to their quality and quantity.

To do this, the Arras or other mechanisms that allow the buyer to guarantee that they will receive the merchandise in accordance with the agreement must be established in the contract, except for those cases of unforeseeable circumstances or force majeure, in which it could also be regulated through a clause in the contract.

However, the buyer may validly and in accordance with the provisions of our legal system (Art. 328 of the Commercial Code), avail himself of certain deadlines in order to verify the quality of the merchandise obtained that has not been seen or They cannot be classified by a certain quality known in the trade, and the contract may be freely terminated.

Contracts for the sale of goods of a non-commercial nature.

In accordance with the provisions of article 326 of the Spanish Commercial Code, the sale of the following merchandise will not be considered commercial contracts:

1.- Purchases of effects intended for the consumption of the buyer or the person on whose order they are acquired.

2.- Those sales made by the owners and farmers or ranchers of the fruits or products of their crops or livestock, or of the species in which the rents are paid.

3.- The sales that, of the objects built or manufactured by the artisans, are made in their workshops.

4.- The resale made by any non-merchant person of the rest of the stockpiles made for their consumption.

In such a way that, in order to know if one of the assumptions provided for in the rule that exempts the indicated commercial contracts is being faced, the reasons and motives that lead the parties to enter into said contract must be analyzed, since the way to resolve the disagreements of the parties will be different.


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