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The first step before signing a contract is to review the reputation and qualifications of the other party to the contract, that is, the so-called background investigation: if the transaction object is an individual, then what needs to be known is the name, gender, ethnicity, date of birth, ID number, mobile phone number, and address; If the transaction object is a company, you need to know the company's legal representative, shareholders, registered capital, previous litigation involvement, relevant administrative penalties and whether it is a dishonest enterprise, etc., all of which can be directly learned through Qichacha, Tianyancha and other software.
For large corporations, is the address written as headquarters or branches, parent company or subsidiary? If the main place of business or the main office does not match the registered address, which one should be written? The safest way is to write them all. However, if the contract is too lengthy and complicated, the business license registration address and the main place of business or the main office are more important.
Before signing the sales contract, it should be reviewed whether the contract signatory has the right and whether the authority includes the transaction content involved in the contract.
1. Liability for breach of contract.
The default clause is mainly liquidated damages, not the higher the liquidated damages, the better. According to the relevant provisions of the Civil Code, if the liquidated damages exceed 30% of the losses caused, they can generally be determined to be excessively higher than the losses caused (and may be required to be adjusted).
2. Guarantee Terms.
Guarantees include "PICC" and "property insurance", "PICC" is the guarantee, and "property insurance" is mortgage, pledge and lien.
Guarantee can be understood as a general guarantee or as a joint and several guarantee. If there is no express agreement, or the agreement is unclear (for example, only the word "guarantee" is written), it is regarded as a general guarantee.
If a mortgage is agreed, the mortgage registration formalities shall be completed at the registration authority. There is a distinction between movable property and immovable property, in simple terms, immovable property needs to be registered in order to be effective, while movable property registration can be more effective against bona fide third parties. If a pledge is agreed, the actual delivery of the possession of the pledged property or the certificate of right shall be a condition for its effectiveness.
3. The subject matter with intellectual property rights.
When selling the subject matter with intellectual property rights, the parties only transfer the right to use the subject matter, but do not transfer the intellectual property rights on the subject matter. If the equipment is sold, the equipment is entitled to a design patent, and the buyer has no right to allow a third party to use the design.
4. Jurisdiction. The contract may stipulate litigation or commercial arbitration, but not at the same time, otherwise the arbitration agreement shall be invalid.
If litigation is agreed, the parties to the contract or other property rights and interests dispute may, by written agreement, choose the jurisdiction of the people's court at the place where the defendant is domiciled, the place where the contract is performed, the place where the contract is signed, the place where the plaintiff is domiciled, the place where the subject matter is located, and other places that have an actual connection with the dispute, provided that the provisions of the Civil Procedure Law on hierarchical jurisdiction and exclusive jurisdiction are not violated.
If arbitration is agreed, the name of the arbitration institution must be clear and specific (it is best to check the name on the official website in advance), such as Hefei Arbitration Commission (note that it is not Hefei Arbitration Commission).
If the payment is made in cash, it shall be ascertained whether the payee has the authority to collect money, and after payment, the other party shall be required to provide a receipt, and the company's financial seal shall be affixed to indicate the receipt of cash.
If the payment is made by transfer, it should be transferred to the collection account agreed in the contract, and remember to note the nature of the payment. If the other party changes the collection account after signing the contract, the other party shall provide a written explanation of the situation and affix the company's seal, and then transfer the money after confirming that it is correct. Remember to keep the transfer voucher or screenshot and other evidence when the payment is made by electronic transfer, so that there can be evidence for future disputes.
Similarly, the delivery of goods still needs to confirm that the other party has the right to receive the goods, and in general, the consignee is the signatory of the contract or it is clearly agreed in the contract in advance. If the delivery party, place, time, and time limit of the goods are temporarily changed, the other party shall issue a written explanation of the situation and affix the company's seal, and leave evidence as much as possible in the case of oral notification.
It is easier to obtain relief for exercising rights within the statute of limitations, and if the statute of limitations exceeds the statute of limitations and becomes a debt of nature, the infringed party is in a passive position. If the other party breaches the contract or infringes the contract, within the statute of limitations, it shall actively send a reminder letter to the other party to request the performance of its obligations, and the lawyer may also send a letter or file a lawsuit with the court, and the relevant copies of the letters, delivery vouchers and other documents shall be properly kept.
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