Retail sales agreement sample. Retail purchase and sale agreement for UTII: pitfalls

______________ "___" _________ 20__

Hereinafter referred to as the “Seller”, represented by ___________________________________________, acting on the basis of _____________ on the one hand, and _____________________________________________________, hereinafter referred to as the “Buyer”, represented by _________________________________________________, acting on the basis of ___________________, on the other hand, collectively hereinafter referred to as the “Parties”, have entered into this Agreement as follows:

1. General provisions and subject of the Agreement

1.1. The Seller undertakes to transfer ownership of the Goods and related documents to the Buyer ( technical certificate for the product containing a warranty card and instructions for assembly and operation), and the Buyer undertakes to accept this Product and related documents and pay for it to the Seller the amount of money (price) determined by this Agreement.

1.2. In this Agreement, the Goods mean household furniture (leisure furniture in sets and individual items).

1.3. Description of the Product, assortment, quantity, completeness, unit price of the Product and total price agreements are determined by the Parties and specified in the Specification (Appendix No. 1), which is an integral part of this Agreement. The list of requirements (characteristics) for the Product specified in the Specification is exhaustive.

1.4. The Seller undertakes to transfer to the Buyer Goods of proper quality, intended for personal, family, home or other use not related to entrepreneurial activity.

1.5. The Seller guarantees to the Buyer that the Goods at the time of concluding this Agreement and at the time of its transfer to the Buyer are not pledged, seized and are not the subject of claims by third parties.

1.6. If the terms of the Specification contradict this Agreement, the terms of this Agreement shall apply.

2. Price and payment procedure

2.1. The total cost (price) of the Goods is determined in rubles and is indicated in the Specifications.

2.2. The cost of the Goods includes packaging, labeling, relevant documentation, accessories, information on how to use the Goods, VAT.

2.3. At the time of concluding this Agreement, the Buyer makes an advance payment in the amount of 40% of the total cost of the Goods. The remaining part Money The Buyer is obliged to pay 3 (three) banking days before the Goods readiness date specified in the Specification.

2.4. Payment for the Goods is carried out by depositing funds into the Seller’s bank account specified in the details of this Agreement, or to the Seller’s cash desk, with the obligatory indication in the “Base of payment” column of the payment order the invoice number for payment issued by the Seller.

2.5. When the Buyer purchases the Goods with funds received from a commercial bank on credit, the Seller is not responsible for the actions of the bank providing credit services.

3. Production time and procedure for transfer of the Goods

3.1. The production time for the Goods is no more than 35 calendar days from the date of receipt of funds to the Seller in accordance with clause 2.3. actual agreement.

3.2. The transfer of the Goods is carried out to the delivery address specified in the Specifications.

3.3. The Buyer is notified of the readiness of the Goods by the Seller's dispatch service within one business day on the eve of the date specified in the Specifications, by the telephone number specified in the Specifications or by email. The Buyer is responsible for providing contact information.

3.4. Delivery of the Goods is carried out in the manner specified in the specification at the request of the Customer and can be carried out:

• by the Seller up to ___ km, unless otherwise provided by this Agreement or an additional agreement of the parties. IN in this case The delivery service includes lifting the Goods to the floor, its assembly and installation. Delivery time is from 9.00 to 22.00;
• self-pickup by the Buyer of the Goods from the Seller’s warehouse. The Buyer accepts the Goods at the address: ________________________________________________________________. In this case, the Product is checked upon shipment of the Product from the Seller’s warehouse. After shipment of the Goods from the warehouse, the Seller is not responsible for damage resulting from the transportation of the Goods, as well as loading and unloading operations.
• transport company specified by the Buyer subject to the following conditions:
• The buyer independently enters into a transportation contract with the transport company;
• The Buyer provides an application (Appendix No. 2) to the Seller in the prescribed form and transfers it to the latter via fax or electronic communication;
• The Buyer issues a power of attorney to the transport company for the right to represent its interests during acceptance and transfer of the Goods;
• The transport company independently selects the Goods from the Seller’s warehouse.

3.5. For the smooth entry, unpacking, assembly, and installation of the Goods on the premises, the Buyer is obliged to:

• Protect the flooring of the apartment;
• Remove fragile and expensive items from the path of movement and assembly of the Goods.

3.6. The maximum period for transfer of the Goods by the Seller cannot exceed 45 (forty-five) calendar days from the date of conclusion of this Agreement.

3.7. The Goods are transferred to the Buyer, and in case of his absence, they can be transferred to any other person (hereinafter referred to as the “Recipient”) upon presentation of documents confirming full payment for the Goods.

3.8. The Buyer (Recipient) is obliged to ensure acceptance of the Goods in compliance with paragraphs. 3.9., 3.10 of this Agreement.

3.9. Upon acceptance of the Goods, the Buyer (Recipient) is obliged to check the Goods for quantity, completeness, quality, including the presence of visible defects, such as: scratches, chips, dents, abrasions on specific wooden elements, tears, cuts, snags, contamination of upholstery material Product.

3.10. If there are claims to the quality of the Goods that arose during the acceptance of the Goods under this Agreement, the Buyer (Recipient) declares them by making appropriate entries in the shipping documents for the Goods, indicating specific shortcomings (defects) and stated requirements to the Seller.

3.11. If the Buyer (Recipient) accepted the Goods in violation of clause 3.10 of this Agreement and claims for quantity, completeness, quality, including the presence of visible defects in the Goods specified in clause 3.10. of this contract, were not declared at the time of acceptance of the Goods, then it is considered that the Goods were delivered of proper quality, and the Seller’s obligation to transfer the Goods of proper quality is fulfilled, and subsequently the elimination of such shortcomings (defects) is carried out at the Buyer’s expense.

3.12. Ownership of the Goods, as well as the risk of accidental damage or destruction of the Goods, passes from the Seller to the Buyer at the moment actual transfer Goods to the Buyer (Recipient) and signing shipping documents for the Goods .

4. Warranty period. Exchange and return of goods

4.1. The warranty period for the Product is 18 months and is calculated from the moment of its actual transfer to the Buyer (Recipient). If it is not possible to establish the date of transfer of the Goods, then the warranty period is calculated from the date of manufacture of the Goods.

4.2. The condition for free warranty service is the use of the Product for its intended purpose, as well as compliance with the established rules for operating the Product.

4.3. The concept of “Warranty service” means the elimination by the Seller of defects that arose after acceptance of the Goods by the Buyer (Recipient) and identified during operation.

4.4. The warranty does not apply to natural wear and tear of components or parts of the Product or defects resulting from improper operation of the Product or use of the Product for other purposes.

4.5. In accordance with Government Decree dated January 19, 1998. No. 55 household furniture of proper quality cannot be returned or exchanged for a similar product of a different size, shape, dimension, style, color or configuration. Household furniture is included in the list of goods that are not subject to the Buyer’s requirement to provide it free of charge for the period of repair or replacement of a similar product

4.6. Return of a product of proper quality is possible if its presentation, consumer properties, as well as documents confirming the fact and conditions of purchase of the specified product are preserved.

4.7. If the consumer refuses the goods, the seller must return to him the amount of money paid by the consumer under the contract, with the exception of the seller’s expenses for delivery of the returned goods from the consumer, based on the data provided by the involved transport companies.

4.8. If deficiencies (defects) of the Product are identified during operation, the Buyer sends a claim to the Seller in writing, indicating the specific deficiency (defect), its nature, circumstances and time of occurrence of the deficiency (defect) and sets out its requirements.

4.9. By mutual agreement of the Parties, the period for eliminating shortcomings (defects) cannot exceed 45 (forty-five) calendar days, calculated from the date the Seller receives such requirements.

5. Dispute resolution procedure. Responsibility of the parties

5.1. All disputes and claims that may arise on the merits or in the process of execution of this Agreement, the Parties will strive to resolve through negotiations.

5.2. If it is impossible to resolve a dispute through negotiations, disputes may be resolved in judicial procedure provided by law Russian Federation.

5.3. The Seller is liable only to the Buyer in the event of failure to fulfill and (or) improper fulfillment by the former of its obligations under this Agreement in the manner and within the limits provided for by the current legislation of the Russian Federation.

5.4. If the Seller violates the deadline for transfer of the Goods provided for in clause 3.6. of this Agreement, in whole or in part, the Buyer has the right to demand payment by the Seller of a penalty in the amount of 0.5% of the cost of the Goods not delivered on time for each day of delay.

5.5. In case of postponement of the date of transfer of the Goods at the initiative of the Buyer for a period of more than 5 (five) working days from the previously agreed date, the Buyer shall pay the Seller a penalty in the amount of 0.5% of the total cost of the Goods for each day of postponement.

5.6. If the Buyer refuses to fulfill this Agreement, the Seller has the right to demand reimbursement from the Buyer of all expenses incurred related to the execution of this Agreement.

6. Force majeure

6.1. The terms of obligations under this Agreement are postponed in cases of circumstances force majeure caused by floods, earthquakes, fires, natural anomalies, epidemics, military conflicts, military coups, terrorist acts, strikes, orders or other administrative intervention by the government, as well as other circumstances beyond the control of the Parties for the duration of these circumstances.

6.2. The Party that finds itself under the influence of the circumstances listed in clause 6.1. is obliged to immediately, but no later than 3 (three) calendar days, notify the other Party of the fact of their occurrence and termination, if possible confirming the occurrence of the circumstances with documents issued by the competent authorities.

6.3. If force majeure circumstances persist for more than 3 (three) months, the Parties have the right to unilaterally refuse to fulfill this Agreement.

7. Final provisions

7.1. In all other respects not provided for in this Agreement, the Parties are guided by the current legislation of the Russian Federation.

7.2. This Agreement comes into force from the moment it is signed by the Parties and the Buyer makes an advance payment in accordance with clause 2.3 of this Agreement and is valid until the Parties fully fulfill all obligations assumed under this Agreement.

7.3. The Buyer has the right to make changes to this Agreement or refuse to execute it without reimbursing the Seller for expenses incurred within 2 (two) business days from the date of signing this Agreement, having notified the Seller in writing.

7.4. All annexes and additional agreements to this Agreement become its integral parts and are valid only if they are made in writing and signed by both Parties.

7.5. The Agreement is considered fulfilled from the moment of actual transfer of the Goods to the Buyer (Recipient) and signing of the shipping documents.

The Agreement is drawn up in two copies, one of which remains with the Seller, and the second is transferred to the Buyer.

7.6. By signing this Agreement, the parties confirm that the Seller has brought to the attention of the Buyer the following information: information about the main consumer properties and functional purpose of the Product; about the materials from which the Goods are made and which are used in its finishing; about the price of the Goods in rubles; about the terms of purchase of the Goods; about the warranty period; about the rules and conditions for the effective and safe use of the Product; about standards mandatory requirements which the Product must comply with; about the service life of the Product; about the address and name of the manufacturer; about the rules for selling Goods; about the seller’s organization and its operating mode, as well as other necessary information in accordance with Art. 10 of the Law of the Russian Federation dated 02/07/1992 N 2300-1 “On the protection of consumer rights.”

7.7. The color and texture of natural wood and leather are their natural characteristics, as a result of which the Seller cannot guarantee a complete match of color shades and texture of both different units of the Goods and various parts one unit of the Goods. Minor discrepancy in color shades and textures of both different units of the Product, and different parts of one unit of the Product, made of natural wood and leather; light folds on the facing material of soft elements that appear after removing the load and disappear after lightly smoothing by hand; deviation from overall dimensions within 20mm per product; abrasions of furniture coverings made of genuine leather that arise during the use of furniture are not defects.

7.8. The Seller hereby notifies the Buyer that bringing the Goods into the premises is possible only on the condition that the width of the doorway is at least 750mm, the height is at least 2000mm, and the width of corridors and other rooms is at least 1200mm. The discrepancy between the width of doorways, as well as corridors and other premises, with the above data does not constitute grounds for refusal of the Goods. Measurements are made by the Buyer independently.

7.9. By signing this Agreement, the Buyer agrees to receive informational messages regarding the Goods he ordered to the telephone numbers specified in the details of this Agreement.

According to the retail purchase and sale agreement, the seller engaged in business activities of selling goods at retail undertakes to transfer to the buyer goods intended for personal, family, home or other use not related to business activities.

The seller under a retail purchase and sale agreement is individual(citizen) or legal entity. The main requirement is the right to carry out entrepreneurial activities. That is, the seller can be an organization or an individual entrepreneur registered in the manner prescribed by law.

A contract for the retail purchase and sale of goods is considered concluded from the moment of payment for the goods, which can be confirmed by the issuance by the seller to the buyer of a cash receipt or sales receipt or another document confirming this same payment for the goods. That is, the retail purchase and sale agreement itself can be concluded either verbally (for example, at the time of completion) or in simple written form.

The seller must provide the buyer with comprehensive (necessary and reliable) information about the product offered for sale, which includes information:

• on the name of the technical regulation or other designation of the product, indicating mandatory confirmation of the product;
• about the main consumer properties of the product;
• rules for selling goods;
• place of manufacture of the goods;
• rules and conditions for the effective and safe use of the product;
• the price of the product, as well as the full amount payable by the consumer, and the terms of purchase;
• service life, shelf life and warranty period;
• the payment procedure and the period during which the offer to conclude a contract is valid;
• about your address (location) and the full company name of the manufacturer;
• on mandatory confirmation of compliance of goods with safety requirements for the life and health of consumers, environment if such requirements are established by law

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The buyer has the right, before concluding a retail purchase and sale agreement, to inspect the goods, demand that in his presence an inspection of the properties or a demonstration of the use of the goods, unless this is excluded due to the nature of the goods.

If the buyer is not given the opportunity to immediately obtain the above information about the product at the point of sale, he has the right to demand from the seller compensation for losses caused by unreasonable avoidance of concluding a retail purchase and sale agreement, and if the agreement is concluded, to refuse to fulfill the agreement within a reasonable time and demand a refund the amount paid for the goods and compensation for other losses.

It is also necessary to provide the buyer with delivery information. If a retail purchase and sale agreement is concluded with a condition for the delivery of goods to the buyer, the seller is obliged to deliver the goods to the place specified by the buyer within the period established by the contract, and if the place of delivery of the goods is not specified by the buyer, to the place of residence of the citizen or the location of the legal entity who is the buyer. .

In this case, the retail purchase and sale agreement will be considered fulfilled only from the moment the goods are delivered to the buyer, and in its absence - to any person who presents a receipt or other document indicating the conclusion of the agreement or the delivery of the goods. The buyer should also remember that the price of the contract may increase by the amount at which the seller estimates the cost of delivering the goods on his own to the buyer, but the latter must be notified of this at the time of purchase, that is, at the time of concluding the contract itself. Otherwise, he may be declared invalid as infringing on the rights of the consumer, with all costs assigned to the seller.

The seller is obliged to bring to the attention of the consumer in writing information about the procedure and timing for returning goods of proper quality. Such information must contain the address (location) to which the goods can be returned, the seller’s operating hours, and the maximum period during which the goods can be returned.

The seller should warn the consumer that it is necessary to preserve the presentation and consumer properties of the product of proper quality before returning it. The documents confirming the conclusion of the contract, the deadline and procedure for returning the amount paid by the buyer for the goods must be in the same form.

By general rule the buyer has the right to refuse the goods at any time before its transfer, and after the transfer of the goods - within 7 days. If the seller violates this obligation and does not notify the consumer about this, the period during which the buyer has the right to refuse the goods is extended to 3 months from the date of transfer of the goods.

However, there is a case in which the buyer does not have the right to refuse the goods. These are, for example, exclusive products that exist in a single copy or are made specifically “for the client.”

Purchase and sale procedures must be properly documented. Otherwise there may be quite a large number of difficulties.

A retail purchase and sale agreement has a large number of different nuances. Preliminary familiarization with everything will make it possible to avoid various kinds of complications in the future.

There are a large number of different regulatory and legal documents related directly to the preparation of this type of agreement.

Such an agreement significantly simplifies the process of preparing financial statements. You should not make mistakes when drafting. Otherwise, the contract may simply be declared invalid.

Basic moments

To carry out the procedure for acquiring any property and subsequent reporting on this procedure, it will be necessary to draw up a special one.

In the absence of this, it will be impossible to adequately reflect in detail the relevant information in the reporting.

At the legislative level, there is a list of situations when it will be necessary to compile such an agreement.

At the same time, there are circumstances in which such a retail purchase and sale agreement is not required.

It all depends on the status of the buyer, the seller, and many other factors. All of them are reflected in the Civil Code of the Russian Federation and other regulatory legislative documents.

The main issues that need to be considered first include the following:

• definitions;
• types of agreement;
• legal framework.

Definitions

A retail purchase and sale agreement is a document of strict accountability. Therefore, the process of compiling it is reflected in sufficient detail in specialized legislative acts.

But for a correct interpretation of the information reflected in such acts, it is necessary to analyze some concepts and definitions.

The main and most significant include the following:

• buyer;
• salesman;
• retail;
• seller's liability;
• an object;
• method of conclusion.

Types of agreement

The Civil Code of the Russian Federation establishes a fairly large number of the most different types ways of selling. The situation is similar with contracts drawn up.

On this moment There are the following types of documents of the type indicated above:

In each of the above cases, a special agreement must be drawn up. However, there are some peculiarities.

In the absence of certain experience in the formation of such documents, it is imperative to familiarize yourself with a correctly compiled sample.

Varieties of agreements, a complete list of them - all this is presented in the relevant legislative norms. The retail purchase and sale agreement is considered concluded from the moment of payment.

Moreover, it is not at all necessary that such an agreement should be drawn up on a separate form, in compliance with all the basic rules for drawing up such documentation.

Sometimes it is enough just to carry out the very fact of payment and draw up a sales receipt.

Even if any problems arise later, it will be enough to have only the documents indicated above.

Legal basis

The main legislative section that you need to focus on when drawing up a purchase and sale agreement is

Civil Code of the Russian Federation. First of all, you should pay attention to the following articles:

All the above articles actually consider in detail the various types of contracts for the implementation retail. There are many differences for this type of agreement.

That is why it is worth carefully studying all regulatory and legal acts. Otherwise, both the seller and the buyer may have any difficulties in the future.

Also, familiarization with the relevant sections will significantly simplify the procedure for protecting your own rights and interests.

If such a need arises, you need to contact the consumer rights protection department or immediately go to court. Both methods have their advantages and disadvantages. Going to court allows you to complete the review process faster.

How to fill out the retail purchase and sale agreement form

The process of drawing up a contract of this type has a large number of different nuances and features.

Basic questions, studying them in advance will make it possible to avoid a variety of difficulties:

• content;
• essential conditions;
• who may be the parties;
• liability by agreement;
• completed example.

Despite the fact that the agreement may differ significantly depending on various aspects, in general the content is standard.

Such a document most often includes the following main sections:

• number of the contract being drawn up, full name of the document;
• date and place of compilation;
• salesman;
• buyer;
• subject of the agreement;
• contract price, settlement procedure;
• procedure for transfer of goods;
• rights and obligations of the parties;
• guarantee period;
• liability of the parties;
• resolution procedure;
• final provisions;
• bank details, as well as addresses of the parties.

Depending on the subject of the contract, the format of this document may differ significantly. If the purchase amount is large enough, then you should definitely familiarize yourself with all the essential nuances in advance.

And also consult a qualified specialist. This will allow you to avoid a variety of difficulties and problems.

Essential conditions

To the most important conditions It is worth mentioning the algorithm for transferring the product itself.

In the case of a standard purchase procedure, the following points should be indicated:

Who may be the parties

On the territory of the Russian Federation, any restrictions on trade relations between individuals, legal entities do not overlap.

The situation is similar with individual entrepreneurs. Then contracts of the type in question can be concluded without any problems between the following persons:

• legal;
• physical;
• individual entrepreneurs.

Responsibility under the agreement

In accordance with the Civil Code of the Russian Federation, the seller, supplier and manufacturer are responsible for the quality of the goods purchased by the buyer.

There are specialized legal provisions governing liability under a retail purchase and sale agreement.

Completed example

In this way, errors can be reduced to a minimum. This is especially important in case you need to protect your rights in court in the future.

The application of a single tax on imputed income imposes a number of significant restrictions on organizations and individual entrepreneurs. For example, they do not have the right to sell goods wholesale and for business purposes. This material will tell you how to correctly draw up a retail purchase and sale agreement under UTII in order to avoid tax penalties.

Restrictions on UTII

Trading organizations and individual entrepreneurs using UTII should know that in addition to the type of activity (from Article 346.29 of the Tax Code of the Russian Federation, they have other restrictions:

• square trading floor one object cannot exceed 150 m²;
• the average number of employees cannot be more than 100 people;
• You cannot trade in bulk for further use for business purposes.

It is the last point that raises the most questions for both taxpayers and themselves. tax authorities. What exactly can be considered the use of a product in business, is it possible to sell products through a store to legal entities while continuing to use single tax, and how to draw up a retail contract. We will try to consider the main points of UTII-2017.

Sample retail trade agreement for UTII

If an organization or individual entrepreneur runs a store on the “imputed market,” he has the right to sell goods to other organizations (individual entrepreneurs) under a retail purchase and sale agreement, regardless of the form of payment (cash or non-cash). At the same time, it is impossible to sell products under a supply contract using “imputation”. So what's the difference?

The answer is hidden in the Civil Code. IN Art. 492 Civil Code of the Russian Federation it is said that in the document declaring retail, the seller undertakes to transfer to the buyer products intended for personal, family, home or other use not related to business activities. Whereas in a supply agreement, on the contrary, the sale cannot be related to personal needs and the purchase can only be used in the conduct of business. Besides, in Art. 346.27 Tax Code of the Russian Federation It is stated that retail is recognized as trade in goods for cash, as well as with the use of payment cards based on retail purchase and sale agreements.

It would seem that everything is simple: name the document correctly and calmly work on the “imputation”. However, in practice, during tax audits, Federal Tax Service specialists often cancel imputed taxation on such transactions. Tax authorities see unjustified tax benefits and tax evasion if, for example, a store building materials sells its goods by bank transfer to the same organization for on a regular basis. And although even the Ministry of Finance of Russia indicates (letter dated March 2, 2012 No. 03-11-11/64) that the seller’s responsibility does not include control over the further use of the goods by the buyer (for personal needs or business), tax authorities recognize such transactions as wholesale. In this case, the taxpayer has to go to court, but such processes do not always end in favor of businessmen.

Why is this happening? The answer can be found in Art. 493 Civil Code of the Russian Federation, which states that a retail purchase and sale agreement in most cases is considered concluded from the moment the seller issues a cash receipt or sales receipt or other document confirming payment for the goods to the buyer. In other words, such an agreement is a one-time transaction and is actually concluded at the time of payment for the goods. If the buyer is not an organization, but an ordinary person, he does not sign any documents in the store in order to buy products or the same building materials for his needs. Likewise, a retail buyer by bank transfer, ideally, should not sign such a document. Moreover, the legislation stipulates that a retail transaction is certified by any document confirming the fact of transfer of money: a receipt (BSO), cash receipt or bank statement. Additionally, the buyer can receive an invoice and a delivery note. After all, VAT is not provided for with UTII, so no documents are required for deduction.

If you nevertheless decide to enter into a written agreement with the buyer, then pay attention to the example below of a retail purchase and sale agreement for UTII. It should be one-time and could look like this:

Agents and intermediaries

Separately, you need to consider the possibility of using UTII and an agency agreement. Agents, in accordance with Art. 1005 Civil Code of the Russian Federation, are different:

• the agent may assume the obligation to perform actions for remuneration on behalf of the principal on his behalf;
• the agent can conduct transactions on his own behalf, but at the expense of the principal.

It is on this that the rights and obligations of both the agent and the principal depend, affecting the possibility of applying UTII. For example, if the agency's duties consist of selling consignment goods, then, by virtue of GOST R 5130399, this is retail. But in order to be able to use UTII thrift store, you must either personally own the premises or rent it on your own behalf. Therefore, the lease agreement for UTII is important. The retail premises must be owned or leased by the agent. At the same time, from whom the retail outlet is rented does not matter. The commission agent has the right to apply “imputation” even if the premises are owned by the principal (letter of the Ministry of Finance of Russia dated January 22, 2009 No. 03-11-06/3/06).