Within the framework of civil turnover, many agreements are drawn up. One of them is a supply contract. Art. 506 of the Civil Code of the Russian Federation enshrines the signs of this agreement. They allow you to distinguish it from other transactions. Consider Art. 506 of the Civil Code of the Russian Federation with comments .
The content of the article
According to the agreement, the supplier, seller engaged in entrepreneurial activity, undertakes to provide the goods manufactured or purchased by him to the purchaser for their use in order to profit or engage in other activities not related to home, personal, family or other similar use. Delivery times are negotiated by the parties.
Subject composition
The direct supplier in the agreement is a person conducting business. It can be both an organization and a citizen with IP status.
The direct supplier transfers to the second party the goods released by him personally or purchased from a third party.
The second party to the transaction is also the entrepreneur. This follows from the purpose indicated in Art. 506 of the Civil Code of the Russian Federation . The norm explicitly states how purchased products should be used.
Acquisition objectives
A supply contract, the model of which is presented in the article, is an agreement under which products are purchased for business or other activities not related to family, personal, other similar use.
In the first case, we are talking, for example, about industrial processing and consumption, subsequent sale, etc. As for the second situation, in judicial practice, for a purpose that is not related to personal use, we mean the acquisition of goods to support activities. For example, this may be the purchase of office equipment, materials for repairs, transport, etc.
The purpose of the acquisition may arise from the properties of the product, the essence of the agreement, and also provided for in the contract. When products are purchased for consumer needs within the framework of a transaction, the legal status of the acquirer, the quantity of goods, the seller’s status, as well as the latter’s awareness of the purpose of the acquisition, are important.
If the goods were received from a supplier of products engaged in retail business, if you have questions about the application of the provisions of paragraphs 2 or 3 of Chapter 30 of the Civil Code, the purchaser must prove the purchase purpose.
Timing Features
Availability in Art. 506 of the Civil Code of the RF mention of the time of transfer of products allows us to highlight the following features of the agreement:
- The moments of the conclusion of the transaction and the execution of its conditions usually do not match.
- Under the contract, the transfer of goods can be carried out at one time or in separate batches over a long period.
- It is allowed to provide one thing, including individually defined one. It can be a car, device, device, etc.
- The manufacturer usually concludes an agreement on things that will arise in the future.
- The contract can be drawn up for a long period (year or more). In this regard, long (long-term) business legal relations follow from the transaction.
The specifics of the interaction of the parties
Given the signs specified in Article 506 of the Civil Code of the Russian Federation , we can conclude that there is a continuing legal relationship between the participants and the fulfillment of the terms of the transaction in parts. From this it follows that for the agreement under consideration, secondary signs are also important, which affect the determination of the conditions and the term of its validity. These criteria, together with the main features, make it possible to qualify a sample supply contract as a kind of purchase and sale, regardless of the name assigned to it by the parties. This conclusion is confirmed by judicial practice.
In the 5th paragraph of the Decree of the Plenum of the Supreme Arbitration Court No. 18, it was stated that in qualifying the legal relations of participants in a transaction, the judicial authorities should take into account the signs enshrined in Art. 506 of the Civil Code of the Russian Federation , regardless of the name of the agreement itself, the name of the parties, the designation of the method of providing products in the text of the document.
This allows you to use the agreement or the supply, or energy supply, when in the Federal Law No. 35 it is called a bilateral contract of sale.
Determining Lead Time
Parties may determine delivery times in different ways. For example, participants are entitled to indicate a specific date or periods for the transfer of goods (week, 3 days, etc.).
The deadline for the fulfillment of the terms of the transaction is considered to be conditional if the agreement does not contain a specific indication of it, but the duration of the agreement is determined. In such a situation, based on the provisions of Article 314, the goods must be provided within a reasonable time within the period of validity of the agreement. Also, the supplier may be guided by Article 508 of the Civil Code. This norm permits monthly delivery in equal batches.
Delineation from related agreements
The basic, and in some cases additional signs of the agreement make it possible to delimit it from the contract of contracting. In this case, the professional activities of the supplier should be taken into account, as well as the type of goods to be transferred.
The seller under the contracting agreement is the manufacturer of agricultural products. At the same time, future products are contracted that must be produced or grown, not processed.
The type of object being sold also allows you to delimit the supply contract from the sale of real estate. In the latter case, individually defined things are transmitted that have the characteristics indicated in the 130th article of the Civil Code. This norm applies to immovable objects ships, aircraft, ships used for inland navigation, space objects subject to state registration.
Difference from energy supply agreement
When differentiating agreements, the subjective composition and content of obligations and rights of participants are evaluated first of all. The consumer is the party to the energy supply agreement. It can be an organization, an individual with or without IP status.
As established in paragraph 2 of Article 548 of the Civil Code, relations relating to the supply of gas, oil products, and water through the connected trunk are regulated by the provisions of the law and other regulatory acts. If such rules are absent, regulation is carried out in accordance with the rules of the energy supply agreement. Accordingly, the provisions governing the supply contract apply to such agreements in cases expressly specified in legislative or other legal documents.
The difference from the contract
In judicial practice, the content of obligations is primarily taken into account. An agreement providing for the performance of work in accordance with the assignment of the customer from its material, as well as control of the customer over its expenditure, is regarded, as a rule, as an agreement on the processing of tolling raw materials, that is, as a contract agreement.
You should also pay attention to the subject of the transaction. In the processing agreement, they are the performance of work and their payment. Under the supply agreement, the subject is the transfer of goods and their payment.
Meanwhile, the number of materials transferred by the acquirer for the production of goods may also become a criterion for differentiation. If he provides most of them, then the contract can be regarded as a contract.
Terms of Service
It is often included in the content of the supply contract. For example, the agreement that the manufacturer concludes with the company store, in addition to the terms of delivery, contains a clause on the formation and study of demand for goods. A contract for installation supervision may be included in a contract for the supply of technically sophisticated equipment.
Agreements of this kind are considered mixed. On the basis of the provisions of Article 421 (paragraph 3), the rules on the supply contract and on the provision of services apply to them. An energy supply agreement is considered mixed if it contains conditions for the provision of energy transmission services through connected networks.