Transylvania University Facultysubtitle style Click to edit Civil SaleEconomics Master of Contract Business Administration Manole Andrei Specialization

Year II Commercial Law 8891

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Sales contract
The sales contract is a deed in which the seller is obligated to transfer property to the ownership of the buyer, and the buyer must accept the property and pay an agreed sum of money in exchange. A contract of sale belongs to the category of bilateral compensatory agreements in which, as a rule, goods and property are involved. The sales contract is also referred to as a "provisional sales agreement". However, the term 'provisional' does not mean that you can simply undo the purchase. The purchase can only be undone on the grounds of 4/23/12

Obligations of the seller

The

obligation to transfer ownership is essential to the very notion of a sales contract,if the parties therefore contract out this obligation. deliver the goods to the buyer.However,there are cases where the seller may not have to deliver the goods at all,as the goods are already in the buyers possesion or they are to remain in the sellers possesion.

The seller is typically under an obligation to

The contract may require the seller to transfer 4/23/12

Obligations of the buyer

Buyer must provide suited facility to receive

the goods. The buyer has the rights to inspect goods upon arrival regardless the agreement between the parties. If the buyer made payment before goods arrived, it does not constitute final acceptance.

After confirming the fact that the goods have

been delivered to the buyer, the buyer's basic duty is to accept them. The buyer can verbally notify the seller of the acceptance of the goods. The goods are automatically accepted, 4/23/12 if the buyer has failed to inspect and reject

Risks
Which party bears the consequences of loss

or damage to the goods? The general rule is that risk follows property: the owner of the goods bears any loss. Under,the goods remain at the sellers risk until property is transferred to the buyer. This rule applies irrespective of which party has possession of the goods.

The general rule will not apply where: The parties have agreed that risk should

pass .The parties may agree that risk will pass even though the goods are unascertained. 4/23/12

Risks
Where risk has passed before the buyer

acquires the property in the goods or possession of them, and the goods are damaged through the negligence of the carrier, the buyer will not be able to sue the carrier. This rule has been effectively reversed where goods are carried by sea (Carriage of Goods by Sea Act 1992), but remains in other forms of transit.

Aside from those situations already dealt with

in which the goods are lost, the doctrine of 4/23/12 frustration arises in sale contracts in the same

Risks
The general rule is that risk of loss passes

with property, but the parties may agree otherwise. Where there is a contract for the sale of specific goods and the goods perished before the contract without the knowledge of the seller, the contract is void. Where there is an agreement to sell specific goods and, without any fault on the part of either party, the goods perish subsequent to the agreement and before the risk has passed to the buyer, the agreement is avoided.

4/23/12 In a contract for the sale of unascertained

Clauses
A majority of contracts contain an entire

agreement clause. Also known as an integration clause or merger clause, an entire agreement clause declares that the contract represents the complete and final agreement, thereby protecting the contracting parties. In other words, the contract supersedes any prior agreements the contracting parties might have made with regard to the subject of the contract. only covers the provisions written

It is crucial in contracts to spell out that the

4/23/12 contract

Clauses
Basic

business contracts where entire agreement clauses can be found include: contracts. These contracts typically detail salary, benefits and retirement provisions. An entire agreement clause prevents employees from coming back later and claiming they are owed more than the contract specifies.

Employment

Franchise contracts. These contracts cover

the agreement between the franchisor and franchisee and stop the franchisee from 4/23/12

Clauses
Parol Evidence Rule
Once an entire agreement clause has been

inserted into a contract, it is termed an "integrated contract." According to the parol evidence rule, once a contract is integrated in a written contract, it becomes the exclusive statement as to the terms of the contract. Although the term parol refers to oral agreements, the parol evidence rule also applies to written agreements. Guidelines to Consider

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Clauses
Agreement Clause This Agreement and the Attachments hereto constitute the entire agreement between the contracting parties concerning the subject matter hereof. All prior agreements, discussions, representations, warranties and covenants are merged herein. There are no warranties, representations, covenants or agreements, expressed or implied, between the parties except those expressly set forth in this agreement. Any amendments or modifications 4/23/12 of this agreement shall be in writing and

Bibliography
www.allbusiness.com Principles of European Law-Study Group on a

European Civil Code Ewoud Hondius,Viola Heutger,Christoph Jeloschek,Hanna Sivesand,Aneta Wiewiorowska goods: contract, property and risk

www.londoninternational.ac.uk - Sale of

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