Sales contracts are mostly signed in writing. At present, the contract text formats used include model contract text format, professional contract text format and enterprise-made contract text format. The text mode of sales contract is the written format of the contract, which is generally divided into three parts: head, body and tail.

1. heading 1. Title: It directly indicates the nature of contracts, such as contracts for the sale of industrial and mining products and contracts for the sale of agricultural and sideline products.

2. Contract number: such as "HeziNo". XX”。

3. Signing place: such as "XX Conference Hall in XX City" (it can also be placed at the tail).

4. Signing time: indicate "X year X month X day" (it can also be put at the end).

5. Name or domicile of the party concerned: the name of the unit should be written in full name, followed by brackets, and written as "hereinafter referred to as Party A" and "hereinafter referred to as Party B" respectively. If it is an intermediary, the name of the actual buyer must also be stated. Articles 2, 3, 4 and 5 are arranged in two ways: one is arranged in two vertical lines under the heading, with the parties in Article 5 on the left and the parties in Articles 2, 3 and 4 on the right; The other is vertically arranged under the title, and the order is contract number, project name (title), both parties, signing place and signing time.

6. Preface to the contract: briefly summarize the basis and purpose of signing the contract in one or two sentences, such as "According to the transmission of electricity on X, XX Company (hereinafter referred to as Party A) and XX Company (hereinafter referred to as Party B) reached an agreement on the technology transfer of XX project through consultation", and use "The contract is hereby formulated as follows" as a transition. Whether to write or not depends on the content of the contract.

Second, the text 1. The subject matter is the object of the rights and obligations of the parties to the contract, and it is a very important clause in the contract. It must be specific and operable. If the contract house is the winning house, the basic contents such as the building area, location and drawings of the house should be clearly stated in the contract, and the actual situation of the subject matter can be explained through annexes when necessary. The subject matter must be legal and effective. If it is illegal, the contract is invalid. For example, choking sales contracts and gold sales contracts are all invalid contracts.

2. The quantity clause of the product is the core and basic clause of the sales contract. Including the amount and the unit of measurement, the unit of measurement should be the national legal unit of measurement. In an international sales contract, one unit of measurement should be clearly selected from three different units of measurement commonly used in the world, such as metric system, English system and American system, according to the specific circumstances. In practice, the following methods are usually used:

(1) measured by the weight of the subject matter, such as 30kg peanut oil; (2) according to the area of the subject matter, such as 8 square meters of glass; (3) measured by the length of the subject matter, such as an 80-meter wire; (4) Measured by the volume of the subject matter, such as 2000 cubic meters of natural gas; (5) Measured by the volume of the subject matter, such as 500 barrels of oil.

In the sales contract, it should be noted that the vague measurement concepts such as a pile, a bag, a car, a bundle and a box cannot be used in the quantity clause.

3. The product quality refers to the comprehensive reflection of the internal quality and appearance of the subject matter. Product quality inspection should be based on national standards. If there is no national standard, the industry standard or enterprise standard shall prevail, or it may be determined by both parties through consultation.

According to the usual business habits and terminology, the common methods to determine the quality of the subject matter for sale mainly include the following:

& lt 1) Determine the quality of the subject matter according to the sample; (2) Determine the quality of the subject matter by specific standards (national standards, industry standards and local standards); (3) judging the quality of the subject matter by brand and trademark; & lt4) Determine the theme quality on the basis of good average quality. For example, apples can specify how many pieces per kilogram to determine the approximate size standard; (5) Determine the quality of the subject matter according to the instructions, which is suitable for selling electromechanical instruments, large complete sets of equipment and technology-intensive products.

4. Price clause The price clause is the amount of payment and its payment method, and it is one of the necessary clauses of the contract. At present, except for a few important means of production and living related to the national economy and people's livelihood, most transactions are freely priced by relevant parties. At present, the price of the subject matter of the sales contract includes state price, national guidance price and negotiated pricing by the parties. The writing of the sales contract must indicate the unit price, total price, currency, payment method, expected delivery, expected delivery and expected payment time of the subject matter. When the settlement method of price fluctuation is encountered, the payment method and procedure of remuneration should be explained.

5. The performance terms of a contract are the time limit, place and method of contract performance.

(1) Time limit for performance refers to the time limit for the parties to perform the contract. Time limit can be calculated by year, quarter, month, ten-day and day. The time limit should be accurate, specific and reasonable, and there should be no ambiguous words. (2) The place of performance refers to the place of delivery, which must be written accurately, clearly and specifically; & lt3) The mode of performance means that both parties should reach an agreement on delivery, delivery, transportation and settlement.

6. Liability for breach of contract Liability for breach of contract refers to the legal liability that the parties should bear if they fail to perform their contractual obligations. This clause is a constraint on the accurate performance of the contract by both parties and an important measure to prevent contract fraud. Therefore, all factors must be considered when formulating the breach clauses, and the awareness of contract performance should be enhanced by concluding the liability clauses for breach of contract, so as to ensure that both parties can fully and correctly perform the contract.

7. Dispute settlement means the way the parties resolve disputes when signing and performing the contract.

There are three common ways to solve disputes:

(1) negotiated settlement; (2) apply for arbitration; (3) Litigation settlement.

3. mantissa 1. The contract must explain (1) how to deal with matters not covered in the contract, such as whether notarization is adopted and what language is used. ; (2) The term of validity of the contract; (3) the number of copies of the contract and the way of preservation.

2. Name of the unit that signed the contract (1), legal representative and seals of both parties or both parties; (2) Names, names and seals of the intermediary and guarantor; (3) The name, title and seal of the entrusted agent; (4) Address, telephone number, fax number, postal code, bank, account number, email address, etc.

Further reading: matters needing attention in sales contract

The sales contract dispute is one of the most common contract disputes, and it is also the largest number of contract dispute cases tried by people's courts. In order to prevent disputes over sales contracts, both parties to the contract must pay attention to the following aspects when writing.

First, identifying trademarks There are many counterfeit trademarks, similar trademarks and other products on the market, which are very easy to "confuse the real with the fake", making buyers deceived and counterfeiters "wronged".

Some imitation brand-name trademarks often use homophones with similar fonts, the same color and poor spelling. If you don't distinguish carefully, it's difficult to tell the truth from the false. Therefore, when signing a sales contract, the parties must first identify the trademark.

Second, carefully examine the subject qualification of the parties to the sales contract. The contractor must be the owner of the subject matter, otherwise it will be regarded as "unqualified subject matter". For example, rural homesteads are collectively owned, and urban residents cannot sign "homestead sales contracts" with farmers privately; The "branches" of the head office have no right to sign sales contracts by themselves.

Third, stop concealing illegal facts. Some parties to a sales contract do not have the qualifications or relevant conditions to sign a contract, but in order to obtain illegitimate interests, they conceal illegal facts and defraud to sign a contract. For example, some commercial houses are secretly sold in one room to defraud the advance payment; A company built a "commercial house" without the approval of the planning department, but sold it to an unknown lover without obtaining the real estate license; A developer's high-rise commercial house failed to pass the acceptance of the public security fire department, but concealed this fact and issued the "House Quality Inspection Certificate" to the tenant. For another example, a real estate agent, knowing that migrant workers from other places in Beijing do not have all kinds of housing loan qualifications, issued false loan certificates for them and collected a deposit and down payment of more than 98,000 yuan. Both parties signed a Contract for the Sale of Commercial Housing in the Domestic Market, but later filed a lawsuit for failing to achieve the purpose of the contract, and the court ruled ().

Four. The contents of an offer and an acceptance must be consistent. No matter who makes an offer first, the promisee must pay attention to the complete consistency between the acceptance and the offer, otherwise the promised contract will be invalid. For example, a trading warehouse filled out a unilaterally sealed contract for the purchase and sale of electrolytic lead on September 5, 2000, and the contents of the contract were: "Power supply for lead removal: GB 1 0,300 tons, with a unit price of 6,000 yuan and a total amount of10.8 million yuan; The payment of 65,438+0, that is, 65,438+08,000 yuan, was received by telegraphic transfer on October 5th, 2000, and the balance was paid in one lump sum before delivery; If the payment for 1 carat is not received, the contract is invalid. Disputes arising from this contract shall be submitted to the Arbitration Commission for arbitration. " The contract was entrusted to a battery factory of the offeree. After research, the factory filled in the name of the factory and stamped with the official seal, only in the column of "contract validity": "the contract validity period is165438+1October 8 to 65438+February 3 1." Then on June 9 165438+, 70,000 yuan was remitted to a trade warehouse with the receipt. However, a battery factory did not receive the goods, nor did it receive a refund, resulting in a dispute. Later, an arbitration commission ruled that the two sides had different opinions on the "validity period of the contract", which violated the provisions of Article 30 of the Contract Law. Therefore, it is judged that the sales contract signed by both parties is invalid and terminated; The respondent (a trade warehouse) received the payment of RMB 70,000 from the applicant (a battery factory) and paid the interest. Another revelation of this case is that the different opinions of a battery factory on the validity of the contract belong to the nature of "new offer" according to law and should wait for the response of a trade warehouse; A trading warehouse does not promise and should be refunded in time.

Verb (abbreviation of verb) prevents ambiguity in the language of format clauses. Some parties who provide format clauses often consciously write ambiguous words and claim to have the right to interpret them, secretly attaching other favorable conditions to themselves. As the other party, first, we should exercise our "interpretation right" according to law; Second, we should get to the bottom of it and ask a specific question to prevent being fooled.

For example, before signing the contract, both parties should have a clear and unified understanding of the "right to use the roof" and "right to use the external wall" in the commercial housing format contract, otherwise disputes will arise in the performance.

Sixth, the words must be accurate. Terms of use of the contract. Every word, every sentence has a certain weight, especially the key words, which are often "thousands of dollars". In the process of contract performance, disputes caused by word difference are not individual phenomena. Most of the reasons are that one or both parties are careless when signing the contract, but there are also many cases where one party deliberately takes advantage of the carelessness or low educational level of the other party, playing tricks and playing "word games" to leave a way out for evading responsibility in the future. If a furniture factory and a unit reach an agreement on the sale and purchase of tables and chairs, the buyer's obligation is: "the payment is 60 thousand yuan, and it will be paid immediately after the loan arrives." Then the buyer drafted a furniture sales contract, which was formally signed by both parties. Later, a factory delivered the goods on time and asked a unit to pay. However, the person in charge of a unit took out the contract signed by both parties and said, "The contract stipulates that the loan will be repaid at night. There is no loan yet, how can I pay it back? The person in charge of the factory took out a contract he was holding and looked at it carefully. It's really the words "repay the loan immediately". The factory sued a unit for "fraud", but failed to provide evidence. Therefore, the court ruled that the contract between the two parties was valid. It goes without saying that the factory suffered temporary economic losses, which also profoundly inspired both parties to the contract to be careful of the word difference.

7. Check the reputation of the other party in advance. In real life, the other party has the subject qualification and the citizen legal person has the capacity for civil conduct, which does not mean that the contractual obligations can be fully fulfilled after signing the sales contract. If the other party's contractual obligations cannot be completely and correctly fulfilled, the purpose of signing a sales contract cannot be achieved. In order to avoid unnecessary losses, it is also necessary to investigate the business reputation of the other party before signing the sales contract. This is because the parties with good reputation can generally abide by the contract consciously, while the parties with poor reputation often break their promises and fail to perform the contract seriously. It is one of the ways to prevent performance fraud to inspect the reputation of the other party and choose the party with good reputation as the signing party.

Eight, we should attach great importance to the contract seal into effect this link. When signing a sales contract, we should pay attention to the procedures for the contract to take effect. After all the terms of the contract are agreed, both parties must sign at the end of the contract and affix the official seal of the unit or the special seal for the contract before the contract can take effect. Therefore, signing and stamping is a very important procedure for signing a sales contract. Once both parties sign and seal, it means that they fully accept all the terms of the contract and the contract is legally binding.

In the actual operation process, we should also pay attention to some problems: before signing and sealing, we should make a final review of the contract text. If you find something wrong, you should negotiate with the other party to modify it in time. As many contracts are negotiated in other places in practice, the contract undertaker should not rush to sign and seal at this time, but should go back to the unit for review before deciding to sign and seal.

When stamping, it is necessary to check whether the name of the unit stamped with the official seal or the special seal for the contract is completely consistent with the name of the parties to the contract. For the unit that entrusts others to sign the contract, we should also pay attention to signing the contract first, and then affix the official seal or special seal for the contract to prevent the agent from signing the contract without authorization with a blank contract with the official seal.

Nine, the terms of the contract signed must be carefully improved. For more complicated or uncertain contracts, you can ask relevant experts to demonstrate. When signing a contract, you should carefully consider it and strive to make the contract complete, thorough, accurate and clear.

In the contract, ambiguous words and inconsistent contents should be eliminated to prevent one party from accurately performing its obligations and meet the specific needs of the other party.

X. ask the other party to the contract to provide a guarantee. For those enterprises, institutions and individual industrial and commercial households whose actual performance ability is difficult to find out, in order to ensure that the other party can perform the contract, they can ask the other party to provide a guarantee. In practice, mortgage guarantee and third party guarantee can be used. Setting a guarantee can reassure both parties and eliminate the worries of both parties to the contract.

XI。 Pay attention to seal the relevant samples. In order to prevent disputes caused by quality problems, for products without quality standards or with special requirements of the buyer, after the standards are agreed, attention should be paid to sealing the samples and keeping them separately as the basis for acceptance.

In the sales contract of agricultural and sideline products, some dry, fresh and live products should be inspected and quarantined reasonably and effectively according to the relevant provisions of China's Food Hygiene Law and Plant Quarantine Regulations.

The goods provided by suppliers must have valid quality certificates and commodity inspection certificates to prevent them from being identified as fake and shoddy goods.

12. Be careful to fall into the "jurisdiction" trap. In the legal environment where local protectionism has not been completely eradicated, the parties to a contract must have a sense of contract performance when signing a sales contract, and be careful not to fall into the jurisdiction trap. The parties to a contract should understand that according to the provisions of relevant laws and judicial interpretations, the place where the goods agreed in the contract arrive, arrive, accept, install and debug is not regarded as the place where the contract is performed. In the contract, there must be a clear agreement on the place where the contract is issued or delivered, otherwise the court will not recognize the place where the contract is performed, and it is easy to fall into the litigation jurisdiction trap set by the other party using the place where the contract is performed, and then use local protectionism to create contract disputes in favor of the other party.