Delivering and receiving goods are
basic obligations of the parties when performing the Contract for purchase and
sale of goods. Specifically, in accordance with the law, when
buying and selling goods, the seller must deliver goods and relevant documents,
as agreed in contracts on quantity, quality, packing and preservation modes and
other contractual terms.
In cases where there is no specific agreement, the seller is
obliged to deliver goods and relevant documents according to the provisions of
the Law on Commerce. At the same time, the Buyer is obliged to receive the
goods as agreed and perform reasonable actions to help the seller deliver the
goods.
If the Seller fails to deliver insufficient goods, they must deliver
the goods in accordance with the contract. In case the Seller fails to deliver
the goods as agreed, the Buyer has the right to purchase the goods from another
person for replacement according to the goods specified in the contract and the
Seller must pay the difference and relevant expenses, if any; reserves the
right to repair the defect of the goods by itself and the Seller shall pay
actual and reasonable expenses for the rectification.
The Buyer has the right to request to apply for penalty if agreed in
the contract. The penalty for a breach of a contractual obligation or the
aggregate fine level for more than one breach shall be agreed upon in the
contract by the parties but must not exceed 8% of the value of the breached
contractual obligation portion.
In the contract, where a contract-breaching party
delays making payment for goods or payment of service charges and other
reasonable fees, the aggrieved party may claim an interest on such delayed
payment at the average interest rate applicable to overdue debts in the market
at the time of payment for the delayed period, unless otherwise agreed or
provided for by law.
Thus, when the Seller fails to comply with the commitments as in
the contract, the Buyer has the right to initiate a lawsuit requesting a court
to force the Seller to return the received amount of goods equivalent for the
goods not yet delivered, interest due to late payment, contract fines,
compensation for damage as required. In case the parties do not agree to
penalty for violation, the Buyer only has the right to claim damages. In case
the parties agree to fine for violation, the Buyer has the right to apply both
the sanction of the violation and the forced compensation for damage, unless
otherwise provided by law.
For the determination of civil liability when violating the sale
and purchase contract, according to law, each juridical person must bear civil
liability for the civil rights and obligations established and performed in the
name of the juridical person by its representative. Each juridical person must
bear civil liability by recourse to its property; shall not bear civil
liability for its members with respect to civil obligations established and
performed by such members not in the name of the juridical person, unless
otherwise prescribed by law. A member of a juridical person shall not bear
civil liability of the juridical person for the civil obligations established
and performed by such juridical person, unless otherwise prescribed by law.
Therefore, if the Seller breaches the contract, the legal entity being the
Seller is responsible to pay the Buyer and the legal person is not responsible
for that legal entity.
It is important to engage lawyers at an early stage of the dispute
for consultation on effective dispute resolution. It is also advised,
when entering into the Contract for purchase and sale of goods, the Seller
needs to understand the basic legal provisions on its rights and obligations.
The Buyer also needs to know clearly about the obligations of the Seller in
order to be able to prevent the risk that arises when one of the parties
breaches a fundamental contractual obligation.
ANT Lawyers is a law
firm in Vietnam, recognized by Legal500, IFLR1000. We are an exclusive
Vietnam member of Prea Legal, the global law firm network covering more than
150 jurisdictions. The firm provides a range of legal services to multinational
and domestic clients. For advice or services request, please contact us via
email ant@antlawyers.vn, or call us +84 24 730 86 529.
