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A sales contract is a legally binding agreement between two or more parties for the transfer of an asset in exchange for payment. Contracts must meet certain criteria, such as value from both parties and a clear description of the asset and price. Different countries have their own regulations, such as the UCC in the US and Sale of Goods Act 1979 in the UK. Breach of contract can result in damages, but legal action is usually only taken if there is a significant amount of money involved.
A sales contract is essentially an agreement between two or more parties which provides for the transfer of an asset in exchange for a payment. Most of these types of contracts are in writing, but they can also be oral or implied. There are a number of features that most contracts naturally contain, and also some that are necessary for agreements to be enforceable under the law. Most set a price, for example, and also detail the asset to be traded. Return or reject terms are also common.
People typically encounter these types of contracts every day, and most are unquestioned and have no problems at all. They are legal instruments, however, and as long as they are formed in accordance with applicable law, the parties usually have legal recourse if things do not go as stipulated in the contract. Sometimes this is as easy as confronting the defaulting party and asking them to make things right, a process known in law as “restitution.” This is often the best practice for minor or ancillary contracts. When there’s a lot of money at stake, though, it sometimes makes sense to get the courts involved and file a formal breach of contract lawsuit. It is in these settings that the specifics of exactly what was included and what was agreed to become the most important.
Basic criteria and fundamental elements
In its broadest sense, a contract is any legally binding promise between two entities, usually people, but sometimes also companies or organizations. To be legally binding, contracts must meet certain criteria. For example, there must be promises of value from both parties for a contract to be valid. In the U.S. system, these promises are called “considerations,” but no matter what they’re called, usually there must be something of value provided by each party for the contract to be considered legally enforceable. Archaic law calls this quid pro quo, a Latin term that basically means “something for something.”
By practical necessity and by tradition in most places, contracts for the sale of goods must usually clearly state the quantity of goods exchanged. Timing is also very important i.e. when the goods will be dispatched, delivered or set to arrive. Quality is usually implied, but in some cases it must also be stated. In almost all cases, contracts for the sale of goods must also indicate a price to be valid.
Jurisdictional specifics
Different countries have different rules when it comes to the more granular details of how contracts are formed and what they must contain. In the United States, the Uniform Commercial Code (UCC) regulates most contacts for the sale of goods and establishes precise rules and even guidelines for courts facing enforcement actions. In the UK, the Sale of Goods Act 1979 does the same; other countries also usually have their own statutes and regulations.
Interpretation of these rules almost always influences how contracts are entered into from the outset, especially by businesses and corporate entities. For example, in the United States, even a contract for the sale of goods with a value of more than $500 US dollars (USD) must be drawn up in writing according to the rules of the uniform commercial code. The Statute of Frauds in the United States also provides that if a contract will take more than two years to perform, it must also be written, regardless of the value of the goods.
Reinforcement
When a sales contract meets all the criteria required by the relevant codes, it is considered enforceable. This means that if one party breaches the contract or fails to meet the required standards, the other party can sue. In general, a breach refers to any failure to fulfill the material terms of the contract as written, whether or not it was intentional, and usually sticks even if most of the agreement has been fulfilled.
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In most jurisdictions, damages for breach are determined by the terms of the contract, especially the price. For example, if a buyer breaches the contract by not buying the product, the seller will be awarded damages based on how much the buyer should have bought the item – and in many cases also any damages the seller suffered as a result of the breach. , such as attempted delivery or the wholesale value of goods that cannot be resold.
In most cases, the seller’s damages are equal to the difference between what he was actually able to sell the goods for and what he could have sold the goods for if the buyer had not breached the contract. The buyer’s damages are calculated similarly: his damages are equal to the amount he ended up paying for the goods, compared to what he would have paid if the seller hadn’t infringed. In most cases the cost of filing a lawsuit is immense, so people usually only take this course if there is a lot of money involved or some problem that cannot be resolved out of court. Just because a contract is enforceable in court doesn’t mean it should end there, in other words.
