What does it mean to provide information
Everything about the sales contract - legal, content, contract types & solution from the contract
Whether it is the daily grocery shopping, the purchase of a car or the purchase of a property, we are surrounded by purchase contracts in everyday life and at work. In the following article we give you an overview of the legal processes, the main focus of content, the different types of sales contracts and the options for a legally valid contract solution.
Table of contents of the article
Legal processes of the sales contract
Most of us are familiar with the legal processes behind a sales contract, but we are not fully aware of the details. As a rule, a legally valid sales contract is created in five steps:
- It will be a inquiry posed.
- It will be a offer submitted.
- The Order is given up.
- It takes place the Order acceptance.
- Finally, the graduation of the purchase contract.
An effective sales contract arises from the offer, order and order acceptance.
We will now explain to you what distinguishes the individual aspects of the sales contract from one another, how they jointly create a legally binding sales contract and which particularities need to be observed in each case.
The request is the Exchange of information between seller and buyer to the object of purchase in relation to the quality, the price, the Delivery time and other contractual provisions. Accordingly, it is legally non-binding and informal (by e-mail / by telephone / in writing / in conversation).
The offer denotes the Declaration of intent on the part of the seller to want to conclude a purchase contract. Here, an offer is made for the various contractual provisions. It should be noted that the period of validity of the offer may differ depending on the form in which the offer was submitted.
- If the offer is made in writing by letter posed, it is for one week valid.
- Will it be in writing by fax asked, the offer is for three days valid.
- Does the offer go by e-mail one so it's only for a day valid.
- If the offer is made in a personal conversation (e.g. in the market), the offer is binding, as long as the conversation continues.
Attention: At a Exemption clause a restricted offer is made, which is only binding within the framework of the stated restrictions.
What is an exemption clause?
An exemption clause is an additional provision in a contract or offer, according to which the user of the clause excludes or limits the binding, liability or fulfillment.
example: "Only while supplies last" or "Price is non-binding"
The order is the Declaration of intent by the buyerto enter into a sales contract under the terms of a particular offer. The conditions of the offer become legally effective as soon as the order has been received by the offeror. This is also called "Declaration of intent requiring receipt".
Through the offer and the order two identical declarations of intent submitted. The offer defines the conditions under which the seller is ready to deliver the object of purchase to the buyer. With the order, the buyer agrees to the terms and conditions mentioned, which makes the purchase contract legally effective.
The order acceptance
The acceptance of an order is not, as one might assume, the acceptance of a shipment, but the submission of something that deviates from the original offer Counter offer made by the buyer. If this counter offer is accepted by the seller, a purchase contract is concluded.
- The seller makes an offer. He offers a car for 4,000 euros for sale.
- The buyer submits a different offer with his order: He offers 3,500 euros for the car.
- The seller accepts the order and agrees with the buyer on the new price.
The order acceptance is to be made informally, but usually the acceptance agreed orally and confirmed in writing.
The conclusion of the purchase contract
The legally decisive part of a sales contract is the obligation and performance business. This means that both buyers and sellers are obliged to fulfill the declarations of intent that are identical.
Obligations of the seller:
- Deliver the ordered goods on time and in perfect condition (exactly as described)
- Accept the agreed purchase price
- Help the buyer take ownership of the goods ordered
Obligations of the buyer:
- Pay the agreed purchase price on time
- Accept the goods if they are delivered on time
Contents of a sales contract
The most important questions in sales contracts revolve around the content and the conditions or requirements of a legally valid contract. In the following, we therefore offer an overview of the content of a standard sales contract.
Kind, quality and quality
With the "Type", the "Nature" and the "Quality" describes the goods offered for sale. You can do certain Agree on product properties in a contractso that the seller is obliged to deliver the product accordingly.
However, if no specific information about the product is contractually documented, the seller is obliged to Medium type and quality product to deliver.
Type, texture and quality - example:
If, for example, when a used car is sold, the mileage (100,000 km run) or the condition of the body is as "Rustproof" described, the seller is obliged to deliver the car accordingly.
If, for example, no special information is given when purchasing vegetables, a commercially available product of average type and quality must be delivered.
When specifying quantities, it is mandatory to use the legal units of measurement (such as "Kg", "M", "L") or customary names (such as "Piece", "Box", "Palette") to use.
When determining the contractual price, the Net price specified. Sales tax is not included here.
The seller can refer to the Discount regulations refer to the total price.
"10% discount if you buy more than 20 pieces."
"4 for the price of 3"
The packaging costs for the goods must usually be borne by the buyer. He is also granted the right to request certain packaging properties in agreement with the seller.
For example, in the case of fragile items, packaging for delivery can be agreed that guarantees the greatest possible protection. In the case of foodstuffs, reference can also be made to certain packaging materials (such as "Glass", "Hard plastic" Etc.).
Shipping the goods
As a rule, the seller has complied with his shipping obligation when he makes the goods available for collection. There is a shipping obligation if the Shipping the goods part of the offer is.
If free shipping is included in the offer, it is also considered part of the purchase contract, so that the seller is obliged to comply with it. However, the shipping costs can also be contractually regulated in that all or part of the costs are borne by the seller.
In the case of commercial trading partners, the shipping costs are regulated by special provisions. Usually the costs are divided up according to route sections. Or the shipping costs are paid alternately.
There are also many other forms of agreement.
Immediate delivery can be requested for the delivery time if no information on the delivery date is given. If, on the other hand, a delivery date has been agreed, delivery can take place before the specified date.
A delay requires a separate order acceptance if no special contractual provisions for late delivery have been agreed. That means, if delivery is not made on time according to the contract, the buyer is the buyer not obliged to accept and can exercise his right of return. However, if a regulation - such as a discount or a refund of the purchase price - has been agreed in the case of late delivery, the buyer is obliged to accept.
Particularly in commercial trade, the delivery time is an important and frequent reason for dispute. Therefore, an exact agreement is important in the event of a delay or exceeded deadlines. Especially in the Conditions are the contractual provisions in the event of delays, whether through or through no fault of their own.
Terms of payment
In terms of payment is in the absence of an agreement, immediate payment due. At the time of payment, either a "Payment in advance" a "Payment on delivery" or one "Partial payment" to be agreed.
Different variants can also be offered for the payment method, such as "Payment on delivery", "Payment at checkout" or "Payment by bank transfer". The decisive factor is the agreement of the declarations of intent (offer and order).
More about payment methods:
Further information on the payment methods that can be agreed in the sales contract can be found below.
Place of fulfillment
The place of performance is the place where the monetary performance of the contract must be asserted and / or the service must be provided. If no contractual information about the place of fulfillment has been given, the buyer's residential or business location is to be regarded as the place of fulfillment.
Otherwise it is possible to name a specific place of performance, such as the business address of the seller or a notary or a bank. It should be noted that the place of performance is decisive for the transfer of risk, after which the buyer is liable for the risk of transmission.
Transfer of risk:
The transfer of risk is of great importance for both private and commercial purchases.
This means the point in time at which the risk of deterioration and loss passes from the seller to the buyer. A distinction must be made between a piece and a generic purchase, especially when it comes to the transfer of risk.
- It should be Generic purchase come to a loss or the like, the purchased item can be replaced.
- At the Piece purchase however, it is a unique thing, so only value can be substituted.
When collecting the goods, the transfer of risk takes place when the goods are accepted from the seller to the buyer. If it is a mail order business, the risk is transferred from the seller to the buyer when the goods are handed over to the carrier. However, the transfer of risk can be contractually adjusted as desired.
Retention of title
Retention of title is a contractual agreement between the buyer and the seller, according to which possession of the goods is granted to the buyer, but the goods remain the property of the owner until full payment has been made.
- The owner one thing is allowed to use it, switch it on and off and take it with it.
- The owner a thing may sell it, destroy it and exclude people from using the thing.
With the payment of the goods, the right of ownership is accordingly transferred to the buyer.
The extended retention of title is primarily used in complex Production chains and wholesale applied. The ordered goods are incorporated into a product or integrated into a supply chain. The seller's costs are covered from the income achieved. The buyer can therefore resell the goods before he has paid the purchase price himself.
Example of an extended retention of title:
- A producer delivers screws to a furniture manufacturer.
- The furniture manufacturer installs the screws in its furniture.
- The furniture is sold to consumers.
- The furniture manufacturer pays for the screws from the profits.
The terms and conditions are Terms of contract that apply to a wide variety of contracts. You aim to simplify the terms of the contract and to create the same conditions for the conclusion of the contract as possible. As a rule, terms and conditions are attached to the sales contract as a separate sheet.
The different sales contracts
Sales contracts can be divided into different types based on the different characteristics. How to differentiate according to:
- Determination of the type, nature and quality of the goods
- Determination of the delivery time
- Determination of the payment time
- Position of the contractual partners
Differentiation according to type, composition and quality
When determining the type, nature and quality of the goods, the Product features essential. A distinction is therefore also made between the sale of the generic type, the sale of pieces, the purchase after trial, the purchase on trial and the purchase of specifications.
The generic sale is the acquisition of a reasonable thing that completely replaceable is.
Example of a generic purchase:
If you buy a screw, it can be completely exchanged for an equivalent screw.
In contrast to the purchase of a class, the purchase of pieces is a unique thing that cannot be procured again.
Example for piece purchase:
You buy an oil painting by a specific artist. That cannot be replaced and so it is not recoverable. Even if the same artist paints another painting, it may be similar, but not the same.
Purchase after sample
In the case of purchase on a trial basis, an order or purchase is agreed based on a specific sample or a previously seen sample. In doing so, the note "as usual" an order is placed that indicates the characteristics of an older order and is based on these.
Example of buying after sample:
If a particular piece of furniture is exhibited in a shop, in most cases it is only a sample. When ordering, the same product will be made for the buyer according to the sample.
Purchase on trial
If there is a change in the product properties, a sample or a sample will be presented in order to agree on a purchase on a trial basis. This is a purchase with Right of return within a certain period completed to give the buyer the opportunity to try it out. A legally valid sales contract is only agreed when an order is placed after testing for a certain number.
Sample purchase on trial:
If an office chair manufacturer decides to use new types of castors, the furniture store can request a purchase on a trial basis to include the new castors to test before launch.
When purchasing a specification (also known as a "Determined purchase") it concerns an order for a certain quantity of a specific product. It is crucial that the buyer reserves the right to determine details of the ordered goods within a period so that the seller has planning security and the buyer is given the opportunity to adapt the product according to his wishes.
Example of a destination purchase:
A cell phone shop can order 1000 cell phone covers by purchasing a specification, and only then after ordering, determine the color within a certain period of time.
Differentiation according to delivery time
In the case of sales contracts that differ with regard to the provisions of the delivery times, the agreed delivery time is decisive.
- Buy it now: The delivery takes place immediately after the order.
- Forward purchase: Delivery takes place within a certain period.
- Fix purchase : Delivery takes place on a specified date.
- Purchase on demand: Delivery takes place as soon as the customer requests delivery.
Differentiation according to payment time
Purchase contracts can also differ with regard to the determination of the payment time, whereby the time of payment is the focus of interest. Here is between the Purchase against prepayment, the cash purchase and the Buy on target to distinguish.
At the Purchase against prepayment the total amount or an agreed partial amount is paid before delivery. At the cash purchase on the other hand, the immediate payment for the ordered goods is meant, regardless of the type of payment.
The is different from these two payment agreements Buy on target. This is a credit that is granted to the buyer, as he only has to pay for the goods within a certain period from the invoice date. If payment is made before the deadline, the buyer will in some cases be given a discount. Otherwise the full amount must be paid.
The following table shows which payment methods can be classified in which categories.
Purchase against prepayment
- Amazon Pay
- Apple Pay
- Credit card
- Instant bank transfer
- Payment in advance
- Amazon Pay
- Apple Pay
- cash payment
- Credit card
- Direct debit
- Instant bank transfer
Buy on target
- 0% financing
- Cash on delivery
- Installment payments
- Pause in payment
The contract solution
The legal provisions deal with several variants of a legally effective contract solution. In the following you will find an overview of the right of withdrawal, the right of withdrawal and the right of termination.
The right of withdrawal
Withdrawal is a possibility of a contract solution. A distinction must be made here between that statutory and contractual right of withdrawal. The contractual partner is entitled to agree a specific right of withdrawal in a contractual clause.
The statutory However, the possibility of a unilateral destruction of the contractual agreement is to be regarded as an exception and is therefore linked to legally effective reasons for withdrawal in accordance with Section 323 (1) and Section 326 (5) of the BGB.
- Service not provided after repeated reminders (§ 323)
- It is impossible to provide the service owed (Section 326)
If one of the reasons exists, a declaration of withdrawal must be made informally.
General template for the declaration of withdrawal:
You can download a Word template of the declaration of withdrawal from the following link:
It should be noted that the template must be adapted. Therefore, the template should be understood more as a guide and example.
As a legal consequence of the effective withdrawal, the services rendered and / or items returned become. In the event that it is impossible to return the service or use, the value will be replaced without the resulting reduction in use.
Example of the legal consequence of an effective withdrawal:
- Should the sales contract include the Acquisition of a thing contain, in the event of withdrawal, the item must be returned.
- Is it a power (e.g. Internet usage, usage will be discontinued accordingly and the usage volume will be reimbursed.
- In the example of an unintentionally completed renovation, the value is reimbursed due to the impossibility of return.
You can find out more about the general right of withdrawal in our guide: Right of withdrawal from the purchase contract
Limitation of the right of withdrawal:
Generally there is the right of withdrawal statute-barred after two years and therefore only possible within this statutory period.
The right of withdrawal
The revocation of a concluded contract basically means the redesign of the contractual agreement and is therefore also referred to as the right to design. In general, the principle of Contract loyalty, according to which buyer and seller should be equally bound to a contract once concluded. The Revocation is to be understood as an exception to this principle and therefore linked to certain conditions.
14 days right of withdrawal - what you should know:
A contract concluded remotely can be canceled by the consumer within 14 days without giving reasons (Section 355 of the German Civil Code). This right of withdrawal replaces the opportunity to take a closer look at the goods in the shop and try them out. Contrary to what is often assumed, there is no statutory right of withdrawal for goods purchased in the shop. Here consumers are dependent on the merchant's goodwill.
Another way to resolve a contract is to dispute. It is not the contract itself, but the Declaration of intent that led to the contractual agreement challenged. In retrospect, a defective declaration of intent leads to the contract being assessed in such a way that as if it never came into being.
- Error according to §119 BGB or wrong transmission according to §120 BGB: Here are the declarations of intent unintentionally apart so that a challenge would be lawful.
- Deception or threat according to §123 BGB: This is where the declarations of intent are made intentionally apart so that a challenge would be lawful.
The main difference to the statutory right of withdrawal is that in the event of an effective contestation of the Contract not reformed, but void becomes. The legal consequence of an effective contestation is the return of the services provided and the return of the benefit.
A termination is a legally valid one Termination of a continuing obligation such as an employment, lease or rental contract (§355 BGB).
Since this is the solution of a long-term contract, as a legal consequence, the services already provided will not be reimbursed. Rather, no more services will be provided in the future due to the termination of the contract.
FAQ - Frequently Asked Questions
Are sales contracts for minors permitted?
A sales contract is a legal transaction between at least two corresponding declarations of intent. That's why the Legal capacity of the contractual partner is decisive for legal validity.
A person who has not reached the age of 7 is legally incapable of entering into a contract of sale.
At the end of the 7th year of life, a person has limited legal capacity and is therefore only permitted as a contractual partner in certain cases. In the case of limited legal capacity, the consent of the parents or legal guardians is required on the one hand. On the other hand, the statutory age requirements must be observed. In addition, no hire purchase contract is permitted in this case, so that the purchase price must be set up in full from your own resources. However, if the purchase price is far above the usual possibilities of a child, the purchase contract is only pending and only final after the consent of the legal guardian.
From the age of 18 the person has full legal capacity.
Can a sales contract become statute-barred?
In the case of movable property, the right of withdrawal is subject to a period of two years. Accordingly, the sales contract expires after this period. It should be mentioned that animals are not legally described as things, but are treated in the same way (with the exception of the cattle trade). So that in this case, too, the sales contract expires after 2 years.
Contractually agreed warranty provisions that exceed these two years do not, of course, become statute-barred after this period.
Is an oral sales contract permitted?
Basically, a sales contract consists of at least two corresponding declarations of intent. As long as the legislature has not ordered a specific form, an oral sales contract is just as legally valid as other forms of contractual agreement. It should be noted, however, that in the event of a dispute, the agreement must be proven. Therefore, it is advisable to call witnesses on an oral contract.
What does the clause mean "bought as seen"?
This clause can often be found in the sales contract, especially when purchasing a car. This incorrectly assumes that this is an extensive warranty disclaimer. However, despite this clause, a legally valid withdrawal can be made.
If there are defects that already existed before the contract was concluded and were not recognizable to a layperson, the contract can be successfully challenged.
Which does ______________ mean "Conveyance"?
The conveyance is understood as the change of ownership from the seller (seller) to the buyer (acquirer). As a rule, this particular form is only used for notarial contracts, which are mainly used when buying real estate. When buying real estate, the purchase contract forms the obligation transaction, according to which ownership is transferred to the purchaser, who is contractually obliged to pay the purchase price.
After the purchase price has been paid, the transfer of ownership is legally validated in the form of a notarial certification. This serves as a special security in real estate transactions, so that the same property cannot be sold more than once.
Is a sales contract possible for € 0?
In this particular case, the distinction between a gift agreement and a sales agreement is important.
Since a gift is a gratuity, no consideration is expected.
However, the consideration is crucial for defining a sales contract. A sales contract for € 0 is therefore only possible if it is an exchange transaction in which a certain thing or service is defined as consideration.
Otherwise, a standard sales contract from one cent is possible.
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