Sample contract for the supply of goods for sale

At the end of this page you can download the current and most complete form of an agency agreement for the sale of goods/products and find out the specifics of its conclusion. In addition, you will also be able to download the sales agreement based on the commission agreement.

This agreement is a special case of a standard agency agreement. When it is concluded, one party (the agent) performs certain types of actions on behalf of the other party (the principal). In this case, the action is the sale of goods.

Features of the sales agency agreement

An agency agreement has a clear advantage over other types of intermediary agreements, because its subject matter is not limited by strict legislative frameworks. Concluding such agreements is a convenient way to attract buyers or find suppliers. For this reason, it is so popular among many organizations.

Regulation of the agency agreement is Chapter 52 of the Civil Code of the Russian Federation. If an agent has made a transaction with a third party on his own behalf and at the expense of the principal, he has rights and obligations (even despite the indication of the principal in the transaction).

If the transaction is made by an agent on behalf and at the expense of the principal, the principal himself is directly responsible for all rights and obligations.

The parties to an agency agreement are called the agent (performer) and the principal (customer).

Under the same agreement, an agent can execute orders of various kinds: some on his own behalf, others on behalf of the principal. The principal must pay a certain remuneration (its amount and payment procedure must be established by the contract itself - in accordance with civil law).

If the contract does not contain the amount of remuneration, then it is paid in accordance with the provisions of Article 424 of the Civil Code of the Russian Federation.

If the agreement does not contain a procedure for paying agency fees, then the principal is obligated to pay it within a week from the moment the agent presented him with the agent’s report (unless the agreement or business customs provide otherwise).

This agreement is for a fee. The principal is obliged to pay a certain remuneration in any case (even if the provision on the payment of remuneration is omitted in the contract itself).

An agency agreement may limit the rights of the parties. According to civil law, the restriction may be as follows:

1. An agency agreement may indicate that the principal undertakes not to enter into similar agency agreements with other agents who operate in a specific contract territory (or independent activity in this territory will be prohibited - if it is similar to the subject of the concluded agreement).
2. An agency agreement may provide for a ban on the agent concluding the same agency agreements with other principals (all this must be clearly stated in the concluded agreement).
3. If an agency agreement contains conditions according to which the sale of goods, performance of work or provision of services by an agent is possible only for a specific category of individuals (customers), it is invalid.

In all cases, the agent must submit reports on the actions taken to the principal (in accordance with the law):

1. Submission of reports under an agency agreement must be carried out by the agent within the time limits established by the agreement. If the contract does not contain relevant conditions, the agent submits reports as he fulfills his contractual obligations or after the contract ends.
2. Unless the agency agreement contains other provisions, the agency report must be accompanied by the necessary evidence of expenses incurred by the agent at the expense of the customer.
3. If the principal has complaints about the agency report, he must report them within a month. The countdown begins from the day the principal received the report (unless the parties have established a different procedure in their agreement). Otherwise, the principal is deemed to have accepted the report.

Preparation of contract

The implementation agreement must be concluded in simple written form, taking into account the content requirements imposed by law:

1. Preamble (title, name and full details of both parties);
2. Subject (list of conditions and subsequent actions; generic characteristics of the product);
3. Duration of the agreement;
4. Payment procedure and type of remuneration;
5. List of rights and obligations, signature of the parties agreeing to the terms.

These points are universal and are considered mandatory.

What goods cannot be sold?

• Products without accompanying documents confirming their quality, readiness for use and safety;
• Meat without veterinary mark;
• Rotten, spoiled products;
• If the integrity of the packaging has been damaged;
• Homemade products;
• Without the presence on the label of an informative part that complies with fixed legal standards.

It is also worth noting that goods made from the use of rare animals (fur, leather, milk) are produced with the appropriate permit documentation.

Expiry dates in trade

The shelf life of products is set by the manufacturer. Within the framework of the law, even a one-day delay becomes a reason for prohibiting sales. After the expiration of the specified period in which it is necessary to consume or use the product, its use becomes hazardous to health.

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Choosing the form of an agreement can confuse an entrepreneur, so the video below reveals in detail all the advantages and nuances of various types of intermediary contracts.

Applications and related documents

A typical agency agreement for the sale of commercial products provides for the use of the following applications:

1. Product range;
2. Schedule plan (may be optional).

Also, such an agreement provides for the availability of such accompanying documents as:

1. Agent's report;
2. Availability of an additional agreement;
3. Availability of a protocol of disagreements;
4. Availability of a protocol for reconciling disagreements.

The qualification of an agreement of this type depends on the type of actions performed by the agent for the principal (legal or actual).

The contract should look like this

1.Introductory part of the agreement.

It should indicate:

• The name of the agency agreement (for the sale of goods, for performing various actions - these could be searching for buyers).
• Place and date of signing the contract
• Full corporate name of the parties entering into the agreement (for example, Open Joint Stock Company "Strela").
• The parties must be named in abbreviations
• There must be an indication of the positions, surnames, first names and patronymics of the persons entering into this agreement. Their authority to sign the agreement must be indicated (indicating the relevant regulations).

2. Subject of the agreement , rights and obligations of the parties - participants in the concluded agreement.

3. It is mandatory to indicate contractual essential terms (it is mandatory for the agent to provide the principal with a certain report on how certain instructions were carried out). Deadlines must also be specified in the document.

4. Availability of additional contractual terms , not necessarily provided for in advance by the contract (if they have an impact on the rights and obligations of the parties). Examples of such conditions may include:

• Settlement procedure;
• Responsibility of participants, which helps ensure that participants fulfill their obligations in the event that one of them violates contractual terms. Most often, in such a situation, various different sanctions are used: penalties, penalties, a fine (it is paid by the counterparty who has not fulfilled its obligations in relation to any agreed upon condition);
• Exemption from liability if the parties experience force majeure circumstances;
• Option with ways to secure obligations. According to civil law, a party can secure obligations: a penalty, a pledge, retention of the debtor’s property, a surety, a bank guarantee, a deposit and other methods provided for by law or contract;
• Option to change or terminate the contract unilaterally. The list of grounds is established by the Civil Code of the Russian Federation. The parties to the contract may establish an additional condition regarding unilateral termination of the contract;
• Confidentiality of contractual information must be maintained;
• Resolution of disputes under the concluded agreement.

5. The option with other contractual terms may include issues such as:

• What legislation will govern the relations of the parties;
• Availability of details of the parties (postal details, location (address) of the organization);
• Availability of bank details of the parties (current account, banking institution, organization code, etc.);
• Copies of the agreement having equal legal force;
• The agreement must be signed by the parties. There must be two copies, they must be signed personally by the individual (or his authorized representative). The authorized person must have a power of attorney certified by a notary. A power of attorney that has the entrepreneur’s seal is also suitable.

If this is a legal entity, the agreement is signed by the director or a person authorized to sign such an agreement. In this case, the person must have an order for the company, with the appropriate signature and seal of the company.

Any activity may be subject to unforeseen situations that significantly affect contractual terms. In this case, the parties do not have to deal with terminating the concluded contract and drawing up a new one.

Any changes to the contract are possible with the help of an additional agreement. It can also be signed and drawn up in two copies. This possibility must also initially be spelled out in the agency agreement being concluded.

Contract for the supply of goods for sale: theoretical foundations

A supply contract for sale is a type of simple supply contract. A distinctive feature of the document in question is the deferment of payment for goods delivered for sale.

Meanwhile, it is necessary to pay special attention to fixing the payment period for delivery in the contract, since in the absence of an exact date for the return of money, the condition on the payment period may be considered additionally not discussed.

By virtue of Art. 190 of the Civil Code of the Russian Federation, the period determined by the transaction must be a specific calendar date or period after which payment must be received. A deadline can be determined by indicating an event that must inevitably occur. The sale of goods is an event that may not occur due to circumstances beyond the control of the parties. Accordingly, it cannot be stated in the contract that the payment period is determined by the sale period.

It is possible to include in the text of the contract a condition on mutual settlements between the parties in the following wording: “the goods are delivered for sale, the final date of payment for the goods ...”, where instead of an ellipsis, indicate a date (or event) that suits both parties. In this case, it is necessary to pay attention to the provisions of the law “On the fundamentals of state regulation of trade activities in the Russian Federation” dated December 28, 2009 No. 381-FZ regarding restrictions on the terms of payment for certain types of goods supplied (clause 7, article 9).

How are income and expenses accounted for?

Agency remuneration is the basis for calculating VAT, that is, absolute income (if VAT is not taken into account) when calculating income tax. As for the principal, the amount of remuneration (excluding VAT) is a gross expense.

Force majeure situations of termination of the contract (independent of either party):

A sales agency agreement can be terminated for various reasons that do not depend on either party (or depend only on one party). It is necessary to indicate such reasons in the contract.

The reasons may be:

1. If one party refuses to fulfill the agency agreement previously concluded by the parties;
2. If the agent's death occurs;
3. If the agent is declared incompetent by the court;
4. If the agent is missing (if declared missing by a court decision);
5. If one party is declared bankrupt by a court decision.

It is worth specifying the responsibility of each party for violated contractual terms. It is necessary to determine the monetary compensation that the injured party will receive. It is also necessary to specify the time frame for correcting the violation (if such a possibility exists).

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