Development and legal examination of contracts. Mobile 8-029-1050106, city. 8-017-3286100

The contract of sale is the oldest of all transactions. Its purpose is the transfer of a thing from one person to another with the transfer of ownership rights or other property rights to the latter.

The purchase and sale agreement is defined by the Civil Code of the Republic of Belarus as an agreement by virtue of which the seller undertakes to transfer ownership, economic management, and operational management of the property to the buyer, and the buyer undertakes to accept the property and pay a certain amount of money (price) for it.

The scope of application of sales contracts is extremely wide - from the purchase of consumer goods by citizens to the sale of enterprises. In all these cases contract of sale retains its characteristic features in each area of ​​application, however, acquiring its own specific features.

The purchase and sale agreement has the following types: retail purchase and sale, supply of goods, supply of goods for government needs, energy supply, contracting, sale of real estate, sale of an enterprise.

Below we will discuss the general features inherent in any purchase and sale agreement.

Sales and purchase agreement: goods

Goods are movable and immovable property, with the exception of property that cannot be owned by persons other than the state.

Sales and purchase agreement: parties

There are two parties involved in a purchase and sale agreement – ​​the seller and the buyer. They can be both individuals and business entities (entrepreneurs and organizations).

The seller in a purchase and sale agreement may be a person who has the right to dispose of the property. As a rule, this power belongs to the owner. Other persons without the permission of the owner have no right to dispose of his property.

Sales and purchase agreement: form

There are no special rules in the Civil Code of Belarus regarding the form of the purchase and sale agreement. This means that the form of this agreement is determined by the general rules on the form of transactions, with the exception of cases provided for by law (sale of an enterprise, real estate).

Purchase and sale agreement: essential terms

The essential terms of this agreement are the following:
- about the item (name of the product; quantity of the product; assortment of the product);
- about the purpose of the acquisition (in certain cases).

Sales and purchase agreement: rights and obligations of the parties

The main responsibility of the seller is to transfer the goods and transfer ownership rights (the right of economic management, the right of operational management) in relation to the goods to the buyer. The seller, as a rule, is obliged, simultaneously with the transfer of the goods, to transfer to the buyer its accessories, as well as related documents (technical passport, quality certificate, operating instructions, etc.) provided for by law or the sales contract. The transfer of goods to the buyer is carried out in the prescribed manner - in a certain quantity, in an agreed assortment and completeness, of established quality, in appropriate containers and packaging.

The main responsibilities of the buyer are acceptance of the goods and payment for them.

Purchase and sale agreement: transfer of ownership from seller to buyer

The right of ownership of the acquirer of a thing under a contract arises from the moment of its transfer, unless otherwise provided by law or the contract. In cases where the purchase and sale agreement establishes that the ownership of the goods transferred to the buyer is retained by the seller until payment for the goods, the buyer does not have the right to alienate the goods or dispose of them in any other way before the transfer of ownership rights to him. If the transferred goods are not paid for within the period stipulated by the purchase and sale agreement, the seller has the right to demand that the buyer return the goods to him.

I can offer you the following four legal services:
1. legal examination (simply checking) of your purchase and sale agreement for compliance with the legislation of the Republic of Belarus. Cost from 300,000 rubles (from 40 US dollars);
2. preparation of separate conditions for your purchase and sale agreement. Cost from 300,000 rubles (from 40 US dollars);
3. development of a purchase and sale agreement for an individual order. Cost from 1,000,000 rubles (from 110 US dollars);
4. providing the form of purchase and sale agreement that is most suitable for your situation - 300,000 rubles (from 40 US dollars).
The period for preparing documents is from 24 hours to 3 working days.

Purchase and sale agreement RB, Purchase and sale agreement Belarus, Sample purchase and sale agreement, Purchase and sale agreement of goods, Sales agreement

I make life easier
lawyer Nikolay Kalyunov

Approved
by resolution of the Ministry of Internal Affairs,
Ministry of Justice
dated 01.11.2007 N 284/74

(as amended by the resolution of the Ministry of Internal Affairs, the Ministry of Justice dated 07/09/2008 N 200/40)

Standard form

AGREEMENT
purchase and sale of mechanical transport
vehicle, trailer to it (except for wheeled
tractor and trailer for it)

Republic of Belarus, _________________ “__” ____________ 20__

_________________________________________________________________________________________________________
(last name, first name, patronymic of an individual)
_________________________________________________________________________________________________________
(address)
_________________________________________________________________________________________________________,
(identification information / passport data: series, number,
issued by whom and when)
hereinafter referred to as the Seller, and __________________________________________________________________________
(Full Name

individual / last name, first name, patronymic of an individual
__________________________________________________________________________________________________________
entrepreneur/name of legal entity)
__________________________________________________________________________________________________________
(individual's address/number, date and by whom issued
__________________________________________________________________________________________________________
certificate of individual entrepreneur)
__________________________________________________________________________________________________________
(identification information/passport details:
__________________________________________________________________________________________________________,
series, number, by whom and when issued)
hereinafter referred to as the Buyer, represented by ___________________________________________________________________
(position, surname, first name,
__________________________________________________________________________________________________________
patronymic name of a representative of a legal entity)
acting on the basis __________________________________________________________________________________
have entered into this agreement with each other as follows:
1. The Seller sells to the Buyer ________________________________________________________________________________
(name of mechanical
___________________________________________________________________________________________________________
vehicle, trailer
__________________________________________________________________________________________________________
(hereinafter referred to as the vehicle))
make and model ______________________________ of ________ year, registration plate _______ body (chassis, frame) N _________________
2. Belonging to the Seller of the specified vehicle is confirmed by a vehicle registration certificate (technical passport) series ____ N ___________ issued by the registration (registration and examination) division of the State Automobile Inspectorate of the Ministry of Internal Affairs of the Republic of Belarus (hereinafter - REP SAI) _____________________________ (name REP SAI)
_____________________
(date of issue)
3. The cost of the vehicle is _________________________________ (amount in figures (________________________________________________) Belarusian rubles.
and in words)

4. Payment for the vehicle is made ____________________________________________________________
(deadlines,
__________________________________________________________________________________________________________
form of payment)
5. The rights, obligations and responsibilities of the parties under the agreement are determined by the legislation of the Republic of Belarus.
6. The seller certifies that before signing this agreement, the vehicle has not been gifted to anyone, has not been sold, has not been pledged, has not been leased or seized, there is no legal dispute about it, and is free from any rights and claims from third parties.
7. Other terms of the agreement: ___________________________________________________________________________________ ___________________________________________________________________
8. This agreement is drawn up in three copies, one of which remains with the seller, the other with the buyer, and the third with the REP

"___" __________ ____ g. g.__________

ALC "___________" hereinafter referred to as the "Seller", represented by the manager in bankruptcy proceedings - ____________, appointed by the decision of the Economic Court ____________________ dated "___" __________ ____ and __________, hereinafter referred to as the "Buyer", represented by ________________, acting on the basis of __________ have concluded this agreement as follows:

1. THE SUBJECT OF THE AGREEMENT

1.1. The Seller sells and the Buyer buys a ___________ car (hereinafter referred to as the “product”).

1.2. Delivery of goods is carried out on a self-pickup basis with written notification to the Buyer of the location of the warehouse (parking lot). Acceptance of goods is carried out according to the consignment note and the acceptance certificate at the Seller’s warehouse (parking lot), which is signed by representatives of the Seller and the Buyer.

1.3. The cost of the goods under this agreement is _________ Belarusian rubles, including VAT - _________ Belarusian rubles.

1.4. The Seller undertakes to transfer the above goods to the Buyer within __ banking days from the date of receipt of the advance payment to the Seller’s account.

2. PAYMENT PROCEDURE

2.1. Payment for the cost of the goods is made in the form of a 100% prepayment of the cost of the goods no later than __ days from the date of conclusion of this agreement to the Seller’s bank account specified in the agreement.

3. RESPONSIBILITY OF THE PARTIES

3.1. In case of delay in transferring the prepayment, the Buyer shall pay the Seller a penalty in the amount of ____% of the cost of the unpaid goods for each day of delay.

3.2. In case of delay in delivery of the goods, the Seller pays the Buyer a fine in the amount of ____% of the cost of the goods.

3.3. Payment of penalties and fines does not relieve the parties from the obligation to compensate for damage incurred by the other party as a result of their failure to comply with the terms of the contract.

4. PRODUCT QUALITY, OWNERSHIP

4.1. The quality of the product must comply with the regulatory and technical documentation for this product. The manufacturer is responsible for the quality of the product.

4.2. Acceptance of goods for quality is carried out by the Buyer in accordance with clause 1.2 of this agreement.

4.3. Ownership of the product and the risk of its accidental loss are transferred from the Seller to the Buyer from the moment the quality of the product is transferred to the Seller’s warehouse (parking lot).

5. FORCE MAJEURE CIRCUMSTANCES

5.1. Neither party will be liable for any failure to perform, in whole or in part, if the failure results from flood, fire, earthquake or other acts of God or war conditions occurring after the conclusion of the contract.

The parties are also relieved of liability for failure to fulfill obligations by the prohibition on committing actions constituting the content of obligations, emanating from public authorities and management.

5.2. If any of the above circumstances directly affected the fulfillment of the obligation within the period established in the contract, then this period is proportionately extended for the duration of the corresponding circumstance.

6. PROCEDURE FOR CONSIDERATION OF DISPUTES

6.1. In all other respects that are not provided for in this agreement, the parties are guided by the current legislation of the Republic of Belarus.

6.2. The Parties will try to resolve all disagreements that arise during the execution of this agreement through negotiations, and if agreement is not reached, by filing claims.

If the parties fail to reach an agreement, then any dispute, disagreement or claim arising from this agreement or relating to its violation shall be resolved in the Economic Court ___________.

7. OTHER CONDITIONS

7.1. This agreement may be amended, supplemented and terminated early by written agreement of the Parties.

7.2. Neither party has the right to transfer the rights and obligations under this agreement to a third party without the written consent of the other party.

7.3. All annexes and additional agreements to the agreement signed by the Parties are an integral part of it.

7.4. This agreement is drawn up in 2 copies having equal legal force, one copy each for the Seller and the Buyer.

7.5. Facsimile copies of the agreement and annexes and amendments to it have the force of the original if there is an original seal of one of the parties on them. In this case, the original copies are sent by the parties to each other by mail within 10 days from the date of signing the relevant document.

7.6. This agreement comes into force from the date of its signing by both parties and is valid until they fully fulfill their obligations.

Transferring ownership of a vehicle involves completing some bureaucratic procedures and complying with a number of formalities.

Cars are classified as movable assets. Despite this, transactions for the sale to an individual or urgent purchase of a car are subject to state registration. Obviously, the legislator’s requirement is due to the high cost of vehicles, as well as the potential danger posed by its operation.

You can officially register the purchase of a car using one of two documents: invoice certificates, sales agreement. Any of them serves as the basis for registering the car with the traffic police for the new owner.

Some people mistakenly believe that the documents that can be used to formalize the sale of a car include a power of attorney. This is wrong. Legally, the attorney does not become the new owner, but only acts on behalf and in the interests of the owner of the car.

The considered methods of re-registration of a car are available to different categories of sellers

In most cases, the certificate invoice is used by car dealerships and other business entities represented on the car commission trade market. The status of a private entrepreneur or legal entity is mandatory for them.

The following documents are required to issue an invoice::

• general passport or other identification documents of both parties to the transaction;
• notarized power of attorney from the buyer and seller, if they act through an attorney;
• registration certificate with a mark indicating deregistration.

Once the invoice is issued, the buyer is given the original, and the seller is given a copy of this document. In case of a dispute with tax authorities or representatives of the traffic police, it is important for the seller to receive and keep the commission sales agreement. In addition, the seller must check that the mark is placed in the registration certificate. It includes information about the sale, as well as the seal of the business entity that issued the certificate-invoice.

The good thing about this method of completing a transaction is that does not imply the need for the seller to arrive at the traffic police. Being the new owner of the car according to the invoice certificate, the buyer can arrive at the traffic police alone.

Imperative rule: 10 days are allotted for state registration from the date of drawing up the invoice certificate.

After registering your car, you must take out insurance.

Important: it is possible to restore a lost invoice certificate, change or terminate a purchase and sale agreement drawn up with this document only in the organization that issued it.

When a used car is sold by one private person to another without intermediaries, a purchase and sale agreement is drawn up.

It is a written agreement under which the seller transfers the vehicle to the buyer, and the buyer, in turn, agrees to pay the seller a pre-agreed amount of money.

There is no single sample of the contract in question. The requirements for its form and content are set out in the Resolution of the Ministry of Internal Affairs of the Republic of Belarus and Presidential Decree No. 543.

The validity of the agreement is subject to the condition that the parties reach consensus on all legally significant issues. It is noteworthy that agreements are made in simple written form. They are not subject to mandatory notarization.

You can draw up an agreement yourself, using a sample from the Internet or the one posted in each traffic police department. There is no need to worry too much about the correctness of the legal wording. If the document is drawn up incorrectly, the traffic police will refuse to register the car on its basis.

If you encounter any difficulties with registration, you can ask the traffic police for help.

It is worth knowing the nuances of drawing up a contract

To ensure proper identification of the parties to the transaction, due care should be taken when specifying the personal data of the parties. In addition to your full name, you should enter the series and passport number. The data should be verified against the civil passport and technical passport.

It is equally important to correctly indicate the technical parameters and characteristics of the vehicle

This does not pose any problem. They just need to be copied from the technical passport. Minimum set: make, model, year of manufacture, chassis number, license plate.

If desired, the buyer can keep the license plates that the seller drove, provided that these are new license plates and the seller and buyer are residents of the same locality. The purchase and sale agreement must contain an assurance from the seller regarding the location of the alienated vehicle in his personal property.

The contract should refer to a document of title, for example, a deed of gift, a certificate of inheritance, or an exchange agreement.

The key condition of the transaction is the purchase price of the vehicle

The price agreed upon by the parties is indicated in numbers and duplicated in words next to it in parentheses. The price must be expressed in national currency. However, it can be floating and linked to the rate of any foreign currency. If this is the case, it is important to indicate at what rate and on what date it should be taken into account. This is especially important if the parties have agreed to pay in installments.

There is a practice of signing purchase and sale agreements with the condition of re-registration of the car after payment of the full redemption price. In principle, this is legal. Another thing is that the general rule of a 10-day period for re-registration of a car has not been canceled.

If the parties submit to the traffic police an agreement signed more than 10 days ago, problems arise with re-registration of the car. It is not profitable for the seller to delay state registration for another reason.

The car is considered a source of increased danger

By default, the owner is responsible for the damage caused during its operation, and until the traffic police registers the transfer of ownership, he is considered the seller. If the buyer is unable to pay the seller immediately, you can go one of two ways.

1. The first is to postpone the conclusion of the contract.
2. The second is to re-register ownership on the basis of an unpaid transaction and, in the future, demand payment from the buyer, who is already the owner of the car.

The difficulty is this. If the buyer does not pay, he will have to terminate the transaction voluntarily or judicially, confiscate the car, carry out reverse re-registration and, if any, recover costs.

It is advisable to include in the purchase and sale agreement a written obligation from the seller regarding the absence of claims on the alienated vehicle from third parties.

Cars imported from Russia that are under encumbrance are often sold in Belarus. We are talking about litigation, arrests, unpaid car loans.

If the property is encumbered, the creditor has the right to foreclose on it regardless of the change of owner.

To protect themselves from this kind of trouble, it makes sense for buyers to check their car using all available databases. And in the contract itself, include the terms of a large fine and penalty collected from the seller in the event that the creditors of the seller of the car make claims against the new buyer.

One of the usual points of the deal under consideration is the rules and conditions for termination of the contract

In principle, you can skip this point. If the parties have not established any rules in this regard, the provisions of civil law apply by default. Auto agreement may be terminated by mutual agreement of the parties or in court. The basis for forced unilateral termination of a transaction is usually a gross violation of the terms of the transaction, for example, failure to make or untimely payments on installment payments.

If desired, the deal can include a force majeure rule

In practice, the purchase and sale of a car is often formalized by a notarized power of attorney. It is worth understanding that it is not a document mediating the transfer of ownership. The actual seller continues to be considered the owner of the car.

Moreover, the attorney is considered to act on behalf and in the interests of the owner. Accordingly, the principal may at any time revoke a previously issued power of attorney without specifying reasons. A car sold by proxy formally does not cease to be the property of the actual seller. In the event of his death, such a car will become part of the hereditary estate (On the rules of inheritance of a car ().

At any time, it may be subject to foreclosure on claims addressed to the seller. We are talking not only about a car loan, but also about other requirements, for example, for paying off a mortgage or alimony. By registering the sale with a power of attorney, the alienator also runs a big risk.

In case of an accident, violation of traffic rules and other problems, all claims will initially be addressed to the seller.

Sales and purchase agreement No.B/N

Minsk “___” ___________ 201__

Individual entrepreneur Kurta Alexander Leonidovich, hereinafter referred to as the Seller, acting on the basis of State Registration Certificate No. 192030393 on the one hand, and _______________, hereinafter referred to as the Buyer, have agreed on the following:

1.1. Under this agreement, the Seller undertakes to deliver, in accordance with the Buyer’s order, and the Buyer undertakes to accept and pay for the Goods in accordance with the terms of this agreement. The deadline for transferring the Goods to the Buyer is "____" _____________ 201__. Early delivery of products (Goods) is permitted.

1.2. The total cost of the Goods sold under this agreement is the amount of __________________ BYN. rub. (_________________________________________________________________________________________________ Bel. rub.).

1.3. Payment for the Goods is made by making a 100% advance payment in cash (in rubles) upon signing this agreement by depositing funds into the Seller's cash desk.

2. Responsibilities of the parties

2.1. The seller undertakes:

2.1.1. Ensure the quality and completeness of the Goods corresponding to the Buyer’s order.

2.1.2. If the Buyer discovers a manufacturing defect in the Product, the Seller undertakes to replace it with a quality product within the time limits established by the Law “On Protection of Consumer Rights”, or to return the deposited amount in the absence of a quality product.

2.2. The buyer undertakes:

2.2.1. Pay the prepayment amount upon concluding this agreement.

2.2.2. Accept the Goods in accordance with the terms of this agreement.

2.2.3..
3. Acceptance of the Goods

3.1. The Seller transfers, and the Buyer accepts, the Goods in terms of quality, quantity, completeness and other characteristics specified in this contract at the Seller’s location (RB, 220017, Minsk, Pritytskogo St., 152-91) and reflects the fact of transfer of the product in the acceptance certificate, attached to this agreement.

3.2. During the acceptance process, the Buyer must carefully inspect the Goods for compliance with the quantity, completeness, color and other characteristics of the Goods specified in clause 1 of this agreement. The Buyer is also obliged to check the Product for obvious damage or defects. If the Buyer discovers defects in the products (Goods), this fact must be reflected in the acceptance certificate (Appendix 1).

3.3. In case of failure by the Buyer to comply with clauses. 3.2. of this agreement, the Seller does not bear any responsibility to the Buyer after signing the acceptance certificate (Appendix 1).

3.4. The Buyer does not have the right to demand compensation for damage caused to products (Goods) by his own actions, including self-assembly and installation, as well as by the actions of third parties after the Goods are transferred to him in the manner provided for in clause 3.2. actual agreement.

3.5. If the Buyer refuses the Goods of proper quality, the amount of advance payment remains with the Seller.

3.6. Goods of proper quality cannot be returned after acceptance and signing of the acceptance certificate by the Buyer.

4. Responsibility of the parties

4.1. In case of failure to deliver the goods on time, in accordance with clause 1.1. of this agreement, the Seller pays a penalty in the amount of 0.1% of the amount received for each day of delay.

4.2. If the Buyer fails to appear for the Goods or evades acceptance of the Goods, the Seller notifies the Buyer in writing, and after 1 month from the date of warning has the right to sell the products (Goods) ordered by the Buyer.

4.3. Disputes arising between the parties in the process of execution of this agreement are resolved by the Economic Court of Minsk.

4.4. In everything else not regulated by this agreement, incl. regarding the responsibility of the parties, the parties are guided by the provisions of the current legislation of the Republic of Belarus regarding relations for the execution of the purchase and sale agreement.

5. Force majeure (force majeure)

5.1 The parties are released from liability for partial or complete failure to fulfill obligations under this agreement if this failure was a consequence of force majeure circumstances that arose after the conclusion of the agreement as a result of extraordinary events that the party could neither foresee nor prevent by reasonable measures (force majeure) .

5.2 Emergency events in the context of this agreement include: flood, fire, earthquake, explosion, storm, subsidence.

5.3 Upon the occurrence and termination of the circumstances specified in clause 5.1 of this agreement, the party for which it is impossible to fulfill its obligations must immediately notify the other party about this, attaching a certificate from the relevant government agency to the notification.

5.4 In the absence of timely notification provided for in clause 5.2, the guilty party is obliged to compensate the other party for losses caused by failure to notify or untimely notification.

5.5 The occurrence of circumstances caused by force majeure entails an increase in the period of execution of this agreement for the period of validity of these circumstances.

6 . Contract time

6.1. This agreement comes into force from the moment of its signing and is valid until the parties fully fulfill their obligations.

6.2. If changes and additions are made to the order, the changes and additions are made separately in writing and are an integral part of this agreement.

6.3. The seller has the right to terminate the contract unilaterally if the manufacturer does not have the appropriate products on the basis of written notification received from the manufacturer. In this case, the Seller returns to the Buyer everything received.

7 . Final provisions

7.1. This agreement is drawn up in two copies, each of which has equal legal force and is binding on the parties.

7.2. On the day of signing this agreement, all previous correspondence, documents and negotiations between the parties on issues that are the subject of the agreement become invalid.

8 . Addresses and details of the parties

Appendix 1 to the purchase and sale agreement No. B/N dated “___” _______________ 201__

The act of transfer and acceptance of goods

Seller, individual entrepreneur Kurta Alexander Leonidovich, represented by entrepreneur Kurt Alexander Leonidovich, and the Buyer, represented by _________________________________________________________________________________________________________

By signing this Act, they confirm the following:

1. The Seller transferred and the Buyer accepted the Goods in the quantity, quality and assortment specified in clause 1. Agreement.

2. The Seller and the Buyer have no mutual claims or comments.