Retail agreement. How can a UTII payer register the sale of goods to legal entities (Nikolaeva K.)

21.09.2019

How can a UTII payer register the sale of goods to legal entities (Nikolaeva K.)

Article posted date: 06/10/2015

The most important thing in this article:

- How to distinguish retail from wholesale.
- Is it necessary to conclude an agreement? retail purchase and sale in writing.
- When tax authorities can classify a transaction as wholesale trade.

You are engaged in "imputed" retail trade. At the same time, your customers can be both ordinary individuals and organizations and businessmen. If you sell goods to citizens, then officials, as a rule, have no doubt whether it is UTII or not. But the same cannot be said about sales to legal entities and merchants. Tax authorities very often try to classify such trade as wholesale and charge additional taxes according to common system taxation. In the article we will talk about what you need to pay attention to when selling goods to companies and businessmen and how to insure yourself in case of questions from inspectors.

How to distinguish retail from wholesale

Retail trade for the purpose of paying UTII is recognized as activities related to the trade of goods (including in cash, as well as using payment cards) on the basis of retail purchase and sale contracts. However, this does not apply to this species activities of selling certain excisable goods, food and drinks, including alcoholic drinks, in catering organizations (Article 346.27 of the Tax Code of the Russian Federation).
Thus, the provisions of the Tax Code of the Russian Federation allow you to make payments for retail transactions in cash and non-cash forms and do not contain restrictions regarding the persons who are your customers. The main emphasis is on documentation transactions.
Thus, the sale of goods at retail is formalized by a retail purchase and sale agreement. Under this agreement, you may sell products only for personal, family, household or other unrelated use. entrepreneurial activity(Article 492 of the Civil Code of the Russian Federation).
And when selling goods in bulk, a supply agreement or other civil law agreement is drawn up, containing the features of a supply agreement. Under a supply agreement, you sell goods for use in business activities or other purposes not related to personal, family, home and other similar use (Article 506 of the Civil Code of the Russian Federation).
Accordingly, the main distinctive feature of a retail purchase and sale agreement is the purpose of further use of goods by the buyer - for personal consumption or to support the activities of the company, and not for resale (Letters of the Ministry of Finance of Russia dated April 24, 2014 N 03-11-11/19107 and dated July 24, 2013 N 03-11- 11/29238, clause 5 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated October 22, 1997 N 18).

Note. Which products are intended exclusively for business?
You cannot use “imputation” if you trade goods whose purpose initially involves their use exclusively for business activities.
Such goods, according to officials, include:
- cash register equipment, spare parts and consumables for cash registers, scales, banknote detectors, etc. (Letters of the Ministry of Finance of Russia dated November 12, 2007 N 03-11-05/265, dated August 10, 2007 N 03-11-04/3/316);
- office equipment (Letter of the Ministry of Finance of Russia dated September 20, 2007 N 03-11-05/226);
- commercial equipment, in particular retail shelving, retail display cases, retail furniture, refrigeration equipment (Letter of the Ministry of Finance of Russia dated October 6, 2008 N 03-11-05/234);
- goods for jewelers: tools, exhibition equipment for showcases, special equipment for the work of jewelers (Letter of the Ministry of Finance of Russia dated January 20, 2012 N 03-11-11/6).

It is clear that you cannot control how the product will be used in the future. Only tax officials can find out this during counter audits. Therefore, there is a kind of presumption of innocence here. If you have retail trade through stores or pavilions with an area of no more than 150 sq. m and you use UTII, then you are not obliged to control how the buyer will use the product (clause 4 of the Information Letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated 03/05/2013 N 157 and Letter of the Ministry of Finance of Russia dated 09/06/2011 N 03-11-06/3/97 ). You will also be required to formalize the transaction according to the rules of retail purchase and sale as if you were selling goods to an ordinary individual (Letter of the Ministry of Finance of Russia dated May 12, 2014 N 03-11-11/22086).

What documents are needed to confirm the conclusion of a retail contract?

Another criterion that allows us to distinguish a retail purchase and sale agreement from a supply agreement is the procedure for drawing up and execution primary documents when selling goods.
According to Art. 493 of the Civil Code of the Russian Federation, a retail purchase and sale agreement is considered concluded in proper form from the moment the seller issues the cash or sales receipt or other document confirming payment for the goods. In this case, there is no additional need to sign a written agreement (clauses 1 and 2 of Article 159 of the Civil Code of the Russian Federation). Accordingly, if a buyer purchases something from you, paying in cash or by card, this indicates that a retail purchase and sale agreement has been concluded (Letter of the Ministry of Finance of Russia dated May 12, 2014 N 03-11-11/22086 and clause 4 of the Information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated 03/05/2013 N 157).
At the same time, "imposers" when paying in cash may not use cash register equipment(Clause 2.1 Article 2 Federal Law dated May 22, 2003 N 54-FZ). Instead of a cash receipt, they just need to issue another payment document - a delivery note, a receipt, etc. And then this should be done only at the request of the buyer. But if the person doesn’t ask, you don’t have to write anything out at all. But even if you do not issue any payment documents to buyers, the retail contract will still be concluded at the moment you receive money from the buyer (Article 493 of the Civil Code of the Russian Federation).

Example. Retail sale of goods to a legal entity. Nord LLC applies UTII and is engaged in the retail trade of chairs. On April 8, West LLC purchased three chairs for its office. The cashier of Nord LLC gave the buyer a receipt in which he filled out all the details. On the same day, the accountant of Nord LLC made the following entries:

Debit 50 Credit 90, subaccount "Revenue",
- cash received from the buyer;
Debit 90, subaccount "Cost of sales", Credit 41
- the cost of goods sold is written off;
Debit 90, subaccount "Cost of sales", Credit 44
- sales expenses are written off.

When is it better to put a retail contract in writing?

If the buyer is an individual, then there will be no problems with documents. To confirm that you are engaged in retail trade, you will only need to present a product or cash receipt. But if an organization or entrepreneur is going to buy goods from you and pay by bank transfer, then you need to draw up a retail purchase and sale agreement in simple written form. This is important. Because in the absence of such an agreement, tax authorities may refuse to apply UTII to you.

Note. Retail trade is transferred to the payment of UTII not only in cash, but also by bank transfer (Letters of the Ministry of Finance of Russia dated July 24, 2013 N 03-11-11/29238 and dated July 22, 2013 N 03-11-06/3/28611).

When concluding a retail agreement in writing, make sure that it does not contain any signs of a supply agreement. In particular, the purchase and sale agreement does not need to indicate the range of goods, delivery times, etc.

Distinctive features of a supply agreement and a retail purchase and sale agreement

Condition of the contract	Supply contract	Retail sales agreement
Name and quantity of goods	A mandatory condition that must be agreed upon in a supply contract or in a retail contract under any circumstances (Articles 432 and 455 of the Civil Code of the Russian Federation). If the conditions on the name and quantity of the goods are not agreed upon, then in this case the contract is considered not concluded (Articles 432, 455, 465 and 506 of the Civil Code of the Russian Federation)
Product price	In order for the price of the goods not to be the subject of a dispute between the seller and the buyer, it is necessary to fix this condition in the contract (clause 1 of article 485 and clause 1 of article 424 of the Civil Code of the Russian Federation)
Delivery time	It is a mandatory condition of the supply contract (Article 506 of the Civil Code of the Russian Federation). If the delivery date is not agreed upon in the contract, the contract may be recognized as not concluded (Article 432 of the Civil Code of the Russian Federation)
Procedure and form of payments	The contract should specify by what means and methods payment for the goods is made (Article 516 of the Civil Code of the Russian Federation)
Order of delivery of goods	This prerequisite(Article 508 of the Civil Code of the Russian Federation). The contract should specify the method, place of transfer of the goods, to whom the goods are transferred, by whose forces and at whose expense they are transported from the seller to the buyer. The rights and obligations of the parties, their responsibilities and the moment of transfer of risks of loss or damage to the goods will depend on how the terms of delivery are agreed upon.
Product quality condition
Product range
Sanctions for non-compliance with the terms of the contract	It is not a mandatory condition of the contract (Article 521 of the Civil Code of the Russian Federation). But in order to avoid any conflicts between the buyer and seller, the contract should specify for violation of which terms and to what extent this or that liability will arise or a penalty will be paid.
Duration of the contract	The contract can be concluded for a long period and imply not a one-time supply, but long-term cooperation (Article 508 of the Civil Code of the Russian Federation)	The contract cannot be concluded for a long period. Since after the transfer of the goods, the obligations under the contract are considered fulfilled (Article 458 of the Civil Code of the Russian Federation)

In addition to the contents of the retail purchase agreement itself, you need to pay attention to several factors. First, a long-term relationship with the buyer. Secondly, regularity and large volumes of purchases of goods (Resolution of the Federal Antimonopoly Service of the East Siberian District dated April 26, 2012 N A33-1779/2011). And although the size of the wholesale lot is not regulated anywhere, here you should still reasonably estimate the quantity of goods that you sell to legal entities. Thirdly, selling goods to companies and businessmen at a price lower than to ordinary individuals. If the tax authorities identify these factors in you, then they may classify your activities as wholesale trade and add additional taxes according to the general system.

Is it possible, while conducting retail trade, to issue delivery notes and invoices?

If your customers are organizations, then they are most likely interested in receiving documents confirming their expenses. This is relevant for payers of income tax or the simplified tax system with the object “income minus expenses”. If the goods are purchased through an accountable person, then the availability of sales and cash receipts, as well as an advance report, may be sufficient for its receipt. However, the companies themselves purchasing goods, in order to register them and confirm the expenses incurred, require invoices in form N TORG-12. To save good relationship with the client, you can issue an invoice. You will not lose your right to pay UTII. About this - Letters of the Ministry of Finance of Russia dated 07/09/2012 N 03-11-11/205 and dated 03/07/2012 N 03-11-11/78. The judges also agree with this (Resolutions of the Arbitration Court of the West Siberian District dated November 6, 2014 N A03-4010/2014 and the Federal Antimonopoly Service of the West Siberian District dated June 19, 2014 N A27-13466/2013). The main thing is to draw up the sales contract and the invoice in one, and not in different days(Resolution of the Arbitration Court of the Ural District dated October 22, 2014 N F09-6861/14). As for invoices, tax authorities and judges believe that the issuance of invoices does not indicate the wholesale nature of the sale of goods (Letters of the Ministry of Finance of Russia dated 03/02/2012 N 03-11-11/65 and dated 06/30/2011 N 03-11- 11/107, Resolution of the Arbitration Court of the Volga-Vyatka District dated December 29, 2014 N F01-5650/2014). But if you issue an invoice with VAT, then you will have to pay VAT to the budget, and after the end of the quarter, submit a declaration on it. Moreover, it must be in electronic form (clause 5 of article 173 and clause 5 of article 174 of the Tax Code of the Russian Federation).

Three main tips. 1. You can sell goods at retail not only individuals, but also to companies. At the same time, if you will accept payment for the goods into your bank account, be sure to conclude a retail purchase and sale agreement in simple written form.
2. Do not sell your products to companies regularly and large volumes. Tax authorities may regard this as wholesale trade and charge additional taxes according to the general system.
3. If your buyer asked you to issue a delivery note, then you can do so. You will not lose the right to use imputation.

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 sales 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. In addition, 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 law stipulates that a retail transaction is certified by any document confirming the fact of transfer of money: a receipt (BSO), a cashier's check or a 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 sample retail purchase and sale agreement for UTII given below. 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).

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

Highlights

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;
object;
method of conclusion.

Under the terms "buyer" and "seller"	Refers to the parties who enter into the relevant type of agreement. The buyer pays for the goods in some way, the seller, in turn, transfers the goods themselves. In addition, in certain situations it is necessary to draw up additional documents in an agreement of this type. Usually this is an act of acceptance and transfer, as well as some others
Under the term "retail"	This implies the process of selling goods individually, in single copies. However, you should remember some significant nuances associated with the process of selling in this way. The seller is responsible for the quality of such goods. Such responsibility is again outlined in sufficient detail in the legislation. First of all - for the quality of the goods provided
"Object"	A specific product specified in the sales contract, sold in the manner in question, at retail. It is for him that money is transferred. Moreover, the format of the purchase and sale agreement primarily depends on the type of product. One type is used for the purchase of real estate, while at the same time, when purchasing a car, you will need to use a different contract form. There are many nuances associated with these types of documents.
Under the method of conclusion	Typically this involves a process of joining. In certain cases, the nuances of the procedure are simply not agreed upon with the seller. Then, before you start selling a certain product, you will need to carefully understand these issues. Subsequently, this will avoid the emergence of controversial issues and conflict situations.

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

	Describes the process of drawing up a standard purchase and sale agreement between two entities in the Russian Federation
	The main features of the form of a retail purchase and sale agreement are indicated
	What's happened public offer how it should be compiled
	Obliges the seller to provide the most detailed, detailed information about the product
	An algorithm for the sale of goods is established when drawing up the corresponding contract and the need for its subsequent acceptance within a certain period is indicated.
	How goods are sold using samples; this article also establishes the basic rules for selling goods with delivery, retail, but remotely
	How is the sales algorithm implemented using automation tools (special machines, various other devices)
	How is a product sold if it is delivered directly to the buyer?
	How payment for goods is made determines its direct cost
	/sales
	How is the procedure for exchanging goods carried out?
	What rights does the buyer have if he was sold a product of inadequate quality?
	How should the process of compensation for the difference in the cost of goods be carried out when they are provided with inadequate quality?

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;
warranty 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 terms

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.

______________ "___" _________ 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 the ownership of the Goods and related documents to the Buyer ( technical passport 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 business activities.

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 cash 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. of this 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 Goods are checked upon shipment of the Goods 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 using 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 for by the legislation of the Russian Federation.

5.3. The Seller is liable only to the Buyer in the event of non-fulfillment 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 attacks, 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.