In the present context, commercial activities such as trade-in caves, service provision, investments, and trade promotions take place regularly among domestic and foreign merchants, but not traders that can also protect their rights and interests when performing commercial operations.
To make this possible, before the implementation of commercial operations, traders should sign the commercial contract to clarify the work, duties, rights of the parties to avoid any conflicts of interest later. So, what is the commercial contract and when drafting the commercial contract, what matters most?
The applicable commercial law does not specifically specify the concept of the “commercial contract“, but from the definition of “contract” in the Civil Code, it can be understood as an agreement between the traders on the establishment of, change or terminate the rights and obligations of Parties relating to trade activities.
The basic content of a commercial contract requires the following basic terms: the contract signing entity; subjects of the contract including goods and services; Price, method and payment progress; Deadlines, locations, ways of buying and selling goods, providing services; method of recognizing delivery goods/services; Rights and obligations of the parties; Liability for breach of contract; and dispute resolution methods; effect of the contract.
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In addition to the underlying content, the parties may add terms of practice, trade practices to conform to reality, culture of the parties, adjustment laws, language, force majeure cases, and other terms not contrary to the legal provisions, nor violating social ethics.
The full and detailed content of the agreement to create a complete commercial contract is tailored to the needs of the parties. The contract of trade, establishing and adjusting the relationship between the parties, is the basis for binding rights and obligations of the parties.
Therefore, the more detailed the contract is, the easier the job becomes for the involved parties, avoiding loss of time and ambiguous obligations when an event dispute occurs.
In the course of the contract implementation, if the parties wish to supplement any additional terms, the parties may sign an addendum to the contract to acknowledge this additional regulation. The addendum of the contract operates as part of the main contract and shall not be contrary to the contents of the contract if the terms are agreed by the parties, as this clause is amended. To avoid disputes later, the parties should make an addendum in writing and have confirmation between the competent individuals of the parties.
If you find difficulty in finding a law firm that specializes in commercial contracts, please contact us: P & Associates is a professional law firm established in Vietnam and now has nearly 100 members working at three offices in Ho Chi Minh City, Hanoi, and Da Nang.
