Commercial Purchase and Sale Agreements: Legal Framework
Item 9: Buying and Selling
The Buying and Selling Commercial Contract
In a purchase and sale agreement, one party is obliged to deliver a certain item, and the other party is obliged to pay a certain price in money or a sign representing it.
A) Regulation and Content
- A commercial purchase and sale will be a contract in which the buyer intends to resell the item for profit. It is necessary to know the buyer’s intention to qualify it. If the buyer is a merchant, it is easy to presume that when they buy things, they do so for resale. Problem: Whether the purchase is made by a non-merchant or the property does not belong to their traffic.
- The following will not be considered commercial buying and selling:
- Purchases for the consumption of the buyer
- Sales of crops by the owner
- Sales won in tournaments in their own workshops
- Resale of objects for consumption by any person who is not a merchant
- In the chain economy:
- The contracts of sale where the producer sells to the merchant would be mercantile.
- The contracts of sale where the dealer sells to the consumer would not be.
The purchase-sale should be governed by the general rules of Civil Law in all that is not clearly and expressly stated in this Code or in special laws.
B) Perfection and Object
Perfection of a contract means that a contract exists because the conditions that the law requires for validity are met. The perfection of commercial sales contracts, in cases where there is no specific commercial standard, shall be governed by the general rules of Civil Law. These are applicable to both the issues on consent, object, and cause in the sale, which is a consensual contract (it is perfected with the consent of the parties). The sale is perfected between the buyer and seller and is mandatory for both if they have agreed on the item and the contract price, although neither one nor the other has been delivered.
Sale and purchase contracts concluded in the FAIR mode are spot contracts to be met that day or in the 24 hours following. They are considered void if within that time none of the contractors claim compliance, leaving the deposit in favor of those who have received it.
Object is the subject upon which the provision rests, that is, a certain thing and price that must be delivered reciprocally between buyer and seller.
- As for the thing (provided by the seller), the terms goods, effects, and things are used. It refers to movable things fit for traffic and own equity, excluding real estate. Other possible subjects of contract: Rights from intellectual property, securities, etc. It must be determined.
- As for the price (provided by the buyer), it should be true money. The price is determined by the contracting obligation to pay the agreed deadline. The price is expressed in monetary units and may be domestic or foreign currency. If it is not possible to agree on payment in kind, it shall be paid in the currency having legal tender in Spain.
Buy-It: Special Sales
Refers to the sale of fungible things. Identifying them as a true object of the contract requires numerical operations, weighing, or measurement. When the contract becomes generic, concrete things are to be surrendered by the seller to the buyer.
International Sales
This deals with sales in the service of economic and trade relations between citizens of different countries. Supranational legislation on purchase and sale contracts has been established. The current text of the agreement limits its application under a range of reasons to the case of contracting parties whose establishments are located in countries or states that have ratified the convention.
Contracts Related to Sales
The supply contract is not regulated in the Commercial Code or the Civil Code. Sales seek to ensure supply continuity or periodicity of benefits to cover a durable need with some stability. The provision may be considered commercial when the acquirer proceeds to supply others, profiting from this second operation. The tradens sets the value in the estimation, and the accipiens benefits from the performance.