The Vendor Contract: the Sale Chapter
A contract with a supplier is written with the sale chapter of the Civil Code: under Article 477, under a sale contract the seller must transfer to the buyer ownership of property, the documents associated with it, and deliver the goods; the buyer must pay the agreed price and take delivery of the property. Where the price is not directly indicated, the parties may agree on the means of its determination. The rule of determination is fixed in the document itself.
A supply relationship is built on this construction: the transfer of ownership, the delivery of documents and the handing over of goods form a single chain of obligations, and drafting the contract depends precisely on the accuracy of these elements. Accuracy is required at every stage of performance.
The Duty to Deliver Free of Defects
Article 487 governs the seller’s fundamental obligation: the seller must deliver to the buyer a thing free of material and legal defects. This is a two-dimensional norm: the goods must physically conform to the agreement, and no third-party right — neither ownership nor a pledge — may rest on them. The list of encumbrances is fixed by the document.
When drafting a vendor contract this means the description of the goods and a warranty of their legal status should be set out separately in the document — otherwise a dispute over a legal defect arises precisely in that empty space. Detailed regulation fills that emptiness.
The Merchant’s Duty to Inspect
Article 495 is the most litigation-prone rule: where the buyer is an entrepreneur, it must inspect the thing without delay; if, within the appropriate period after discovering a defect, or within the period in which the defect should have become known to it, the buyer does not submit a claim to the seller, it loses the right to demand on account of the defect.
There is one exception: where the seller knowingly kept silent about the defect, it cannot rely on this rule. For a company using goods in its own enterprise, this means the inspection and claim procedure must be written down and performed in time — otherwise the right simply disappears.
Instalment Supply and Standard Terms
Article 505 describes the form of supply: in an instalment sale the seller must transfer the thing before payment of the price, and the buyer pays the price in parts, at defined intervals of time. This construction is the natural frame of supply contracts — the goods go first, and the price follows on a schedule. The schedule and the right of suspension are written together.
The supplier’s own general terms are assessed under Article 342: standard terms of a contract are pre-formulated conditions intended for multiple use, through which the offeror establishes rules differing from or supplementing the law. Terms defined in detail by the parties are not standard, and individually agreed terms take precedence over standard ones. The hierarchy is fixed in writing.
The practical conclusion: the supplier’s general terms usually attached beneath the contract fall within the standard-terms regime, and their one-sided severity is bounded by the contractual discipline imposed on the offering party.
The delivery of documents is a separate element to consider: the Code requires the seller to supply the documents associated with the property as well, and it is precisely this point that is often left unformalized in a supply contract — the list of technical documentation, quality certificates and origin papers should be written into the document itself. The counting of the inspection period starts from the contract A supply contract is built on concrete risks: quality, deadline, quantity, documents and price. Each risk must be answered in the direct clause and not in a general formula — only so does the protected party keep its right when the goods are already on the way.
Frequently Asked Questions
Below are the most frequent questions about drafting vendor contracts.
What is the seller’s main obligation?
Transfer of ownership, delivery of documents and handing over of goods for the agreed price.
What is a legal defect?
A third-party right on the thing — another’s ownership or a pledge; the seller cannot pass such a thing. The allocation of risk is stated clause by clause.
What if notice of a defect is late?
An entrepreneur buyer loses the right to claim, unless the seller knowingly kept silent.
How does instalment supply work?
The goods are delivered before payment; the price is paid in parts at defined intervals. The payment day and method are written directly.
Are the supplier’s general terms binding?
They fall within the standard-terms regime and rank below individually agreed terms.
How We Help on Legal.ge
The lawyers of Legal.ge help you draft the vendor contract: we describe the goods and their legal status, embed the inspection and claim procedure, and screen the supplier’s general terms against your interests. Contact us — a well-drafted supply contract is the pillar of the enterprise’s continuity.