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Drafting a contract for the sale of goods

In an increasingly developed market economy, the purchase and sale of goods activities take place more and more excitingly. In order to limit risks and optimize benefits, drafting a contract for the sale of goods needs to be carefully prepared. Therefore, Apolo Lawyers (Hotline: (+84) 903.419.479) introduces to customers information about the consulting service on drafting a sale and purchase contract through the article below.


Purchase and sale of goods are understood as a commercial activity, whereby the seller is obliged to deliver the goods, transfer the ownership of the goods to the buyer and receive payment; the buyer is obliged to pay the seller, receive the goods and take ownership of the goods as agreed.

1. The form of a contract for the sale of goods

According to Article 24 Commercial Law 2005, a contract for the sale of goods may be expressed in verbal or written form or established by specific acts. For types of contracts for the sale of goods, which, as provided for by law, must be made in writing, such provisions must be complied with.

2. Subjects of a contract

For, individuals who sign a contract must have the full legal capacity and behavioral capacity. In case, parties in the contract do not have full legal capacity and act capacity such as: minor, loss of civil act capacity, difficulty in perception, and behavior control, if the civil act capacity is limited to establish and perform, the contract may be void.

For legal entities and cooperatives who enter into a contract for the sale of goods, it must be done through a representative or authorized person of the legal entity/cooperative.

3. Objects of a contract

The object of a contract is the sale and purchase relations such as the object of which is movable property (including movable property formed in the future); real estate (except land) other assets such as money, valuable papers (stocks, bonds).


4. Content of a contract

This is the most important part of a contract for the sale of goods, in Vietnam, the parties may agree to the following terms:

  • Information of the parties to the contract: name, address of buyer and seller, intermediary, transportation (if any).
  • The valid time of the contract
  • Information on goods: the goods must not be on the list of commodities banned from commercial business. To the goods falling into the list of commodities allowed for commercial business under certain conditions, the goods must fulfill all the requirements of law.
    • Quantity, quality of products, conditions for preservation (if any)
    • Deposit (if any)
    • Price of the product, method of calculation and payment, payment term, level of compensation in case of late payment
    • Shipment
  • Rights and obligations of the parties
  • Penalties for breach of contract: the total penalty shall not exceed 8% of the contract value
  • Additional terms, changes or cancellations
  • Other terms agreed by the parties that are not against the law

​>>> Read more: The dispute settlement of the contract for the sale of goods in Vietnam

>>> Read more: How to determine the compensation for damages for the breach of contract?

5. How can Apolo Lawyers help you?

Each business transaction has different regulations as well as not yet compilation of standard terms and conditions. Apolo Lawyers would consider the purpose of the contract, transaction type, significance of the deal, industry, Vietnam legal requirements and expectation of the client to prepare a legally enforceable contract for the client, to avoid misunderstanding and protect the client against legal disputes. Apolo Lawyers can help our clients do the following tasks:

  • Get the information needed for contract drafting and determine the type of contract the client will sign
  • Drafting contracts according to the content provided by the customer on the basis of compliance with the provisions of the law and limiting all risks for the customer
  • Giving advice and agreeing with the customer on the content before the two parties sign.
  • Consulting and resolving contract disputes.

Apolo Lawyers is proud to be a law firm with many years of experience in business consulting that will support clients in drafting contracts for the sale of goods. In case you need advice related to commercial contracts, please contact us via email at or Hotline - 0903 419 479 for the best advice and support.


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