The purchase and sale contract is a problem that most enterprises have to face. How do enterprises prevent and control the risks of purchase and sale contracts? Below, I will share with you the risks and preventive measures of enterprise purchase and sale contracts. Welcome to read and browse.

I. Formal prevention

1, credit investigation

Carefully examine the other party's subject qualification, credit standing and performance ability before signing the contract. To know each other's performance ability, we should know each other as much as possible.

Before concluding a contract, the legal status, business scope, credit standing, recent business performance and business reputation of the other party shall be investigated. If the enterprise has difficulties in understanding itself, it can entrust a lawyer to inquire with the industrial and commercial department where the other party to the contract is located, or entrust a lawyer to conduct detailed due diligence through the other party's same industry or related enterprises.

2, the right to question

Before signing the contract, do a "rights inquiry", that is, ask the other party to provide a business license and entrust an agent to sign the contract, and ask the other party to issue a power of attorney and an agent's identity certificate. In order to prevent hasty signing of contracts based on relationships or acquaintances.

3. Staff training

Pay attention to improving the quality of specific business personnel. In the process of concluding the contract, many loopholes appeared because the managers were unfamiliar with the business and the relevant laws and regulations. Therefore, we should pay attention to improving the business ability and quality of business personnel, be familiar with the business situation of the industry, and earnestly safeguard our own interests.

4. Take evidence as evidence

The conclusion of a contract shall be in written form, and a relatively standardized contract model shall be used. As the non-written form is not easy to determine the liability in the event of a dispute, it is also easy to be used for fraud, so the contract should be concluded in written form as far as possible.

When concluding a contract, we should try our best to refer to the model contract and conclude it in combination with the specific situation. The content should be as detailed and clear as possible. If you sign a contract with a foreign enterprise, after signing it by fax/scan, you should get the original contract stamped with a red stamp by express mail as far as possible.

5. Strict review

The terms of the contract should be strictly examined when signing. The contents of the contract should be strictly reviewed, so that the rights and obligations are equal, the terms are standardized, the agreement is clear, and it is easy to perform. The main terms of the contract should not be vague or ambiguous, lest the other party use the terms to set up a scam and leave hidden dangers. This work should be checked by the enterprise legal adviser/lawyer.

6. Contract management

Establish and improve the necessary contract management system. Enterprises should formulate a set of feasible, perfect and strict contract management system from the signing of the contract to the completion of the performance according to the specific circumstances.

First, set up the necessary sales contract management institutions, equipped with full-time contract administrators.

B, formulate a scientific and perfect sales contract management system.

C. Management of sales contract demonstration text and contract special seal, etc.

D, hire a legal adviser/lawyer to reduce business risks.

Second, the specific methods of risk prevention

(1) When we are a supplier,

1, packing terms. We should pay enough attention to the special packing method put forward by the buyer. Whether the package is recycled, the reasonable label of the package, the trademark printing of the package, the copyright of the label and other issues should be clarified in the contract according to relevant national laws and regulations.

2. Mode of delivery (delivery terms). If the goods are sent to the local area, when the place of delivery is clearly agreed, it involves the jurisdiction of the court in handling disputes; If the goods are sent to other places, try not to specify them, and try to agree to the jurisdiction of the local court. In addition, the name of the consignee's agent should be listed in the contract. The manager's receipt is also regarded as the buyer's receipt. To re-designate the consignee, a receipt authorization signed by the consignee must be submitted. The purpose of this is to prevent the other party from denying the fact of receiving the goods after the agent leaves, which will bring difficulties to the proof in the lawsuit. Due to the frequent turnover of enterprise personnel, when the other party replaces a new manager, it should ask the other party to provide a power of attorney. For sellers who deliver goods from other places, special attention should be paid to asking the other party to pay the full amount before unloading, so as to prevent foreign buyers from putting the balance in after unloading? Payment for two flights? An embarrassing situation.

3. Time of payment. The payment time should be clearly agreed. Vague agreements will give partners reasons to delay payment. As agreed? Party b shall pay the payment in one lump sum after receiving the goods? This agreement has only one beginning, and that is? Receiving goods? There is no end period, that is, payment is made on the day/at that time of receipt or within one day/two days/ten days after receipt? There should be a clear beginning and end.

4. Quality objection. Defining the quality objection period is conducive to protecting our rights; After the quality objection period, it shall be deemed as all qualified. Avoid late payment and complicated disputes.

5. Check the comments. In practice, as long as the check is true and valid, it is generally acceptable. When you receive a check, you should pay attention to the following contents to avoid the trouble and loss caused by the bank's refund: 1, and whether the payee's name is correct; 2. Whether the handwriting is clear and scrawled; 3. Whether the figures and words are consistent; 4. Whether the capital figures are correct; 5. Whether the seal is clear; 6. If it is an endorsement check, check whether the endorsement is continuous; 7. Are there any signs of forgery or tampering?

Secondly, there are two effective ways to prevent fraud in writing fake checks. One is cash on delivery. According to the time required for cheque transfer, the buyer is required to transfer the money to the seller's account before delivery, but this method is generally difficult for buyers to accept unless the supply is in short supply. Another way is to go directly to the drawer's bank and enter the account with the ticket, and immediately know whether the check can be cashed. If it can be cashed, you can transfer money immediately, if you refuse, you can stop delivery immediately.

6. Invoice in advance. Matters needing attention in issuing and receiving receipts: For example, Company A issued an invoice to Company B, and Company B issued the following receipt: We received invoiceNo. A 123456, with a copy of 50,000 yuan. Zhang San of company B. April 3, 20051day. ? (The receipt is missing relevant information: corresponding contract; Whether the money has been paid; Official seal of the company). In the course of business operation, if the other party requests to issue an invoice and record it in the account first, it shall ask the other party to issue a receipt, and it must be indicated on the receipt? The above payment has not been paid? . In this way, the receipt will also be used as a confirmation of the arrears.

7. Repayment agreement. Matters needing attention in signing repayment agreement: the amount of arrears recognized by the other party should be stated in the agreement; The specific time of repayment; Avoid other matters that are still controversial between the two sides; If it is agreed that the first repayment is overdue, it shall be deemed as all due; It is agreed that if the other party fails to pay, it will be under the jurisdiction of our local court; The agreement should also be stamped with the official seal of the defaulting unit.

8. Liability for breach of contract. Liability for breach of contract is generally divided into two forms, one is limit and the other is proportion.

The liability for breach of contract for late payment or delivery can be selected in one of the following ways:

A limit liability: the breaching party shall pay RMB yuan to the observant party as liquidated damages for each overdue day.

B. Proportional liability: for each day overdue, the breaching party shall pay liquidated damages to the observant party at% of the total contract price.

9. Jurisdiction dispute

1. Agreed litigation jurisdiction. According to the Civil Procedure Law, the following five courts can be under the jurisdiction of the parties by agreement: the place where the plaintiff is located; The location of the defendant; The place where the contract was signed; Place of performance of the contract; The location of the theme. We should try to sue in the local court.

B if arbitration is adopted, the arbitration institution must be clearly stipulated in the arbitration clause, and the arbitration institution must exist objectively, otherwise the clause will be invalid.

(2) When we are the demand side.

1, deposit terms. Use the deposit clause carefully. The deposit is usually used as a guarantee for the performance of the contract. For any party who pays or receives the deposit, the deposit is a handful. A double-edged sword? If both parties are uncertain about the factors related to the performance of the contract when signing the contract, try not to use the deposit clause. The deposit may be refunded twice or confiscated, so it can be used? Deposit? That is, in the form of advance payment.

2, home delivery. As far as delivery mode is concerned, door-to-door delivery as far as possible is conducive to winning jurisdiction and taking the initiative in receiving goods.

3. Delivery first (sample sealing). If the quality of the goods is not conducive to inspection, samples can be accepted. When signing the contract, the samples can be sealed and signed by both parties.

4. forefoot combination. According to the contract, if the supplier delivers the goods first and the buyer pays later, the buyer does not have to pay for the goods if the supplier does not deliver the goods first. If the supplier fails to deliver the goods in time, the buyer may assume the liability for breach of contract according to the contract requirements. If the supplier refuses to deliver the goods, it will be liable for breach of contract according to the non-performance rules. Advance payment should be combined with the other party's performance of obligations, and as far as possible, the other party should be required to perform obligations first, such as delivery first, then payment by us, or payment by installments.

5. The situation has changed. According to the provisions of the Contract Law, if the property condition of the supplier deteriorates after the buyer pays for the goods and before the contract is performed, the buyer may still be unable to deliver the goods after paying for the goods in the future, and the buyer has the right to ask the supplier to deliver the goods in advance or provide a guarantee, otherwise, the buyer refuses to perform the obligation of paying for the goods. If the supplier provides a guarantee, the buyer must pay in advance. If the supplier fails to perform the delivery obligation after the delivery period expires after the supplier provides the guarantee, the buyer may enforce the guarantee provided by the supplier and require the supplier to bear the liability for breach of contract. The buyer may also request the termination of the sales contract between the two parties based on the change of circumstances.

6. Questioning rights. According to the contract law, if the quality of the goods provided by the supplier is defective, the buyer should take corresponding measures according to different situations to safeguard its legitimate rights and interests. Such as: agree to use, reduce commodity prices; Delivery of substitute goods; Refuse to accept goods or return goods, and demand to bear the liability for breach of contract. If the supplier fails to perform the contract or is not prepared to perform the contract at all, and induces the buyer to sign a sales contract by fraudulent means to defraud the deposit or advance payment, the buyer shall bring a lawsuit to the people's court in time and apply for property preservation in time. If the supplier absconds after defrauding money, the buyer should report the case to the public security organ in time, collect clues and evidence, and provide the supplier with fraud clues.

7. Keep the balance. Try to keep the balance and pay after delivery for a period of time, mainly because you can take the initiative when you need to return products with quality problems.

8. Liability for breach of contract. If the quality is not in conformity with the contract, the breaching party shall usually pay liquidated damages to the observant party at% of the total contract amount. Whether the liability for breach of contract includes the expected profit can be agreed that the breaching party should compensate the observant party for the breach of contract according to the actual situation of the transaction, and the agreed expected profit can be supported by the court.

According to the contract law, when one party breaches the contract, the observant party can only claim one of the liquidated damages and economic losses from the breaching party, and the court generally does not support it.

9. Jurisdiction dispute. The place where the contract is performed or where the buyer is located.

10, right relief. If there are problems in the performance of the contract, we should actively advocate our rights and keep relevant evidence. If you find that the other party's credit is in doubt, you should ask the other party to provide guarantee. Actively exercise the right of action to protect their rights, so as not to suffer losses due to exceeding the limitation of action, that is, bring a lawsuit or arbitration in time.

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