Contents / components of the sales contract

The content of the sales contract must be determined as precisely as possible in order to prevent later disputes. In detail, agreements should be made on the following points:
Type, condition and quality of the goods: The type of goods is determined by the customary name (e.g. steel, beech wood). The quality and condition is defined by manufacturer's brands, type designations, quality classes, quality marks, place of origin, colors, age, samples or samples. If there is no information on the nature and quality, the seller has to deliver goods of average type and quality in the case of generic goods.

Quantity of goods: It is specified in legal units of measurement (e.g. kg, m, I) or customary units of measurement (e.g. piece, dozen, sack, pack).

Price of the goods: It is given in monetary units (e.g. EUR, Franc, guilder) per unit of measure. A precise indication of the price must take the following points into account:

Packaging costs: The costs of sales packaging (wrapping the goods) are usually included in the price and are to be borne by the seller. The shipping packaging serves to protect the goods during shipping. their costs are to be borne by the buyer according to the law. However, other regulations are contractually possible.
Weight deductions: In certain industries it is common to make a weight deduction from the price because the actual weight to be used does not match the weight delivered. This can lead to weight losses during the transport of the goods, the goods are not 100 %ig pure, or the buyer may not be able to use all of the goods (discounts for leakage, refaktie, Fusti).

Price deductions: If agreed, deductions can be made from the price, e.g. B. Discount or cash discount.

Delivery time: If nothing is agreed in the contract, the seller has to deliver immediately and the buyer has to take delivery of the goods immediately. Deviating from this, delivery dates can of course be agreed (e.g. delivery within 4 weeks, delivery on May 13th, delivery by August 8th at the latest).

Shipping the goods: If nothing is agreed in the sales contract, the buyer has to collect the goods from the seller (goods debts are collect debts). The buyer therefore bears the costs of the acceptance. If he asks the seller to send the goods to a location other than the place of performance (sale by mail order), he has to bear the corresponding costs. Deviating from this, the contractual partners can make various arrangements.
Payment date: The seller can legally demand immediate payment. Deviating from this, the following can be agreed:

  • Payment before delivery (prepayment)
  • Payment on delivery (cash desk)
  • Payment after delivery (target or credit purchase)
  • The buyer has to transmit the payment to the seller at his own expense

Place of fulfillment: The place of performance is the place where the debtor has to effect the performance. The debtor (seller) and the debtor (buyer) are released from their contractual obligations at the place of performance through timely and flawless performance. The legal place of fulfillment for the goods is the place of residence or business of the seller, for payment the place of residence or business of the buyer. Different places of fulfillment can be contractually determined (e.g. place of fulfillment for both contractual partners is Stuttgart).

Transfer of risk: When lawyers speak of “risk bearing”, they mean the question of who bears the damage if the goods are lost due to accidental loss or if they become inferior due to accidental deterioration.

The transfer of risk to the buyer occurs:

  • with delivery of the goods to the buyer regardless of the place of performance
  • with the handover to a carrier or forwarding agent
  • if the goods are sent to a location other than the place of performance at the request of the buyer

The seller bears any damage to the goods until the risk has passed.

Retention of title: Often the seller and buyer agree that the goods remain the property of the seller until the final payment and that the transfer of ownership does not occur until then. The buyer first becomes the owner, later the owner. This regulation enables the seller to reclaim the goods if they are not paid for, since he is then still the owner. In the case of an extended reservation of title, z. B. agreed that if the goods are resold, the buyer will assign the claim that has now arisen.

Terms and Conditions (GTC): Given the large number of possible regulations in a sales contract, listing these conditions in full can be a nuisance. For this reason, suppliers or buyers often make their “General Terms and Conditions” an integral part of the contract. Provisions in the General Terms and Conditions that unreasonably disadvantage the contractual partner are ineffective; individual agreements in the contract take precedence over the General Terms and Conditions. The terms and conditions must become part of the contract, i.e. they must be included in the order or the order confirmation. Terms and conditions that are printed on an invoice have no legal effect.

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