How to sign a contract
Pay attention to three points when signing a contract:
First, use? Who is it? Sign a contract?
Second, what kind of contract to sign?
Third, how to implement the contract?
With what? Who is it? sign a contract
If all transactions are completed in real time, it is not particularly important to know who the transaction partner is, whether he has credit, whether he has the ability to perform the contract and whether he has the ability to take responsibility.
There are two ways to review the contract object; One is formal review, and the other is substantive review.
The formal review includes:
1. Verify the business license of the other party. Now the local industrial and commercial bureaus have opened more online inquiry services to verify the authenticity of business licenses online.
2. Inquire about the detailed industrial and commercial registration files of the other company. Compared with verifying the business license, this way can get a more comprehensive understanding of the situation of the other company, such as all kinds of change records that cannot be reflected in the business license, the details of the shares held by shareholders, and the personal situation of natural person shareholders.
You need a lawyer to check the industrial and commercial registration files of the other company.
3. Contract seal review. The types of seals commonly used by companies include official seal (some people call it administrative seal), special seal for contracts, special seal for bidding, special seal for finance and special seal for departments.
Many people are not sure how effective these official seals are, and what are the connections and differences between them?
To distinguish the function of the company seal, we only need to remember the following principles: the official seal can represent any will of the company, and other company seals only represent a certain aspect of the company's will. In other words, the power of the official seal can be transferred to other seals. For example, the contract seal can replace the official seal when the company signs a contract, and the tender seal can replace the official seal when the company bids (there is no special agreement).
Of course, the company's seal should be used carefully. If the contract is signed without the signature of the legal representative or the signature of the authorized representative only has the official seal, the contract can still take effect, unless the contract clearly stipulates that the signature and seal of the legal representative are the requirements for the contract to take effect.
Signing a contract indicates that the subject of the contract approves the contract. The signature must be the same as the theme described in the contract text, which is usually error-free. At the same time, it should be noted that the best signature on a contract is the official seal, followed by the contract seal. Except for special types of contracts, such as labor contracts, the seal of personnel department can be used, and the seal of financial department can be used for reconciliation confirmation.
You can't sign a contract with a department seal.
Substantive review mainly refers to the on-the-spot investigation of the other company. In China, even court decisions are false. Even if there is no problem with the formal review of major contracts, the substantive review is necessary.
For experienced marketers, substantive audits are actually carried out frequently.
What kind of contract did you sign?
Form of contract
Written, oral and other means (mainly behavior)
All contracts of the company shall be in written form. Written form refers to contracts, letters and data messages (including telegrams, telexes, faxes, electronic data interchange and e-mails) and other forms that can express content in tangible ways.
Since fax is also a contract, why are most contracts in the form of contract instead of e-mail and fax? Because in evidence law, different contract forms have different probative power. Unless there are more than two unrelated people to prove it, the existence of an oral contract is itself a problem. Because the authenticity of faxes and electronic documents is difficult to prove, their probative power is less than that of contract documents.
The contract includes: master contract, annexes, change letters, commitment letters, purchase orders and other documents.
If there is any contradiction between these documents, who shall prevail? If the main contract or other documents stipulate the validity of the contract documents, such stipulations shall prevail. If there is no agreement, the validity shall be determined in chronological order. The later the document is signed, the greater the effect? .
Main terms of the contract:
(1) The name and domicile of the party concerned;
(3) quantity;
(4) quality;
(5) Price or remuneration;
(6) Time limit, place and method of performance;
(7) Liability for breach of contract;
Evaluation criteria for good contracts (on the basis of neutrality)
1, legal
This is the most basic prerequisite for evaluating a contract.
The purpose of the contract, the subject of the contract transaction, the object of the transaction and the rights and obligations of the contract shall not violate the mandatory and prohibitive provisions of Chinese laws, regulations and judicial interpretations.
An illegal contract, like a building built on the beach, will collapse, and so will the contract system it has painstakingly established.
The rights and obligations of both parties are balanced.
There are no absolutely fair terms in the transaction, only relatively balanced interests.
Because the essence of commercial transactions is that businessmen use their dominant position to maximize their own interests, there must be relative unfairness in specific contract terms. Whether one party accepts these terms or not does not depend on whether it is fair in law, but on whether it can achieve a balance of interests in business.
3. The main rights and obligations of both parties are clearly expressed in words.
4. All obligations of the other party have corresponding liabilities for breach of contract.
Use of standard contracts
A standard contract is a contract that adopts or contains standard clauses, which is also called model contract, model contract and standard contract.
The definition of standard clauses in Article 39 of People's Republic of China (PRC) Contract Law is: standard clauses are clauses drawn up by the parties in advance for repeated use when concluding a contract, without consultation between the two parties? .
Typical format contracts have complete legal provisions, and the way to sign a contract is to fill in the blanks.
Format contract is helpful to speed up the contract negotiation process, save the transaction cost of the contract subject and reduce the legal risk of the format contract provider, so it is widely used in all walks of life.
It can be said that in today's society, the most important contracts signed by a person are standard contracts, such as telecommunications contracts, insurance contracts, commercial housing sales contracts and most labor contracts.
Therefore, it is necessary to know some common sense related to signing standard contracts.
1. You can't leave a blank when signing a standard contract.
Goethe is famous for his literary works (such as young werther), but he studied law and worked as a lawyer for some time. Maybe being a lawyer in Germany at that time was as depressed as many lawyers in China now, and not as free and easy as being a literary youth. He changed careers.
After Goethe became famous, when fans asked him to sign a blank letter, he always signed it in the upper left corner of the letter, for fear that someone would write a debt commitment letter on his signature. It seems that Goethe still retains some characteristics of a legal person.
A signed or sealed contract with blanks is submitted to the other party, which is equivalent to authorizing the other party to fill in the blanks at will.
A legally binding authorization is not only a written authorization, but also an act authorization.
If the official seal is given to the salesman, it is a typical act authorization, and the salesman with the official seal can represent the will of the company.
The contract template formulated by our company can generally be regarded as a standard contract (in case of dispute, we will of course deny it and state some convincing reasons). The main way to sign is to fill in the blanks. Many salesmen in our company often leave blank when signing contracts, and give the contracts with blank official seals to customers, so there are great legal risks here.
Another better solution is to let the other party stamp first, and then we will do the final audit and stamp.
2. Understand the principles of contract interpretation and apply them.
Celsus said? Law is the art of justice and kindness? .
The framers of standard contracts will try their best to protect their own interests, which will inevitably limit the rights of the other party. In order to correct the disadvantages of standard contracts, the contract law stipulates two basic principles for interpreting standard contracts: 1. If there are more than two interpretations of the standard terms, an interpretation that is not conducive to the provider of the standard terms shall be made.
2. If the text of standard terms and non-standard terms is inconsistent, the non-standard terms shall prevail.
China's words are rich in meaning, and the key words in the contract are often interpreted in many ways. According to the contract law, we can confidently explain the format contract in favor of ourselves and not the provider.