Several common types of contract: Sales and purchase contract

In this article, the sales and purchase contract used in this comparison is the one prescribed by the 2005 Law on Commerce while the contract for purchase and sale of goods through Vietnam Commodity Exchange is left out.

	The 2005 Law on Commerce	The 2015 Civil Code
Contract form	- Oral. - Written. - Specific actions. Note: If sales and purchase contracts are required to be made in writing by laws, they must comply with such laws.	- Oral. - Written. - Specific actions. Note: If provided by laws, contracts of this kind must be in writing, and legally notarized or authenticated.
Contractual subject matters	Contractual commodities shall comprise: - All of movable property, including future movable property; - Articles associated with land.	- Property which includes physical objects, money, valuable papers and property right. Contractual property may be subdivided in either ways, such as real property and movable property, or currently available property and future acquired property. Note: If any property defined as a subject matter of a sales and purchase contract is prohibited or restricted for transfer by laws, it must be subject to these laws.   Any property put up for sale must be owned by the seller or agreed by the seller who holds the selling right. => In conclusion, subject matters of the sales and purchase contract prescribed by the 2015 Civil Law are wider than these in the 2005 Law on Commerce.
Delivery location	This is agreed upon between parties. If not, the delivery location shall be: - In case of the commodity which is associated with land, the seller must deliver at the place where that commodity is located; - If the contract prescribes shipment of commodity, the seller shall be obliged to deliver to the primary shipper; - If the contract does not prescribe shipment of commodity, and if contracting parties manage to know the commodity storage, handling, processing or manufacturing location on the date of entry into the contract, the seller must deliver at that location;   - In other cases, the seller is bound to deliver at his/her registered business location. If there is no business location, the seller must deliver at his/her residence determined on the date of conclusion of the contract.	This is agreed upon between parties. If not, the delivery location shall be: - The location of real property with respect to the subject matter of the contract which is real property. - The residence or workplace of the right-holding party with respect to the subject matter of the contract which is the one other than real property. If the right-holding party changes its residence or workplace, it must send a notification of such change to the obliged party and be liable for increased costs incurred from such change, unless otherwise agreed.
Delivery time	- As agreed upon in the contract. - If the contract only specifies the delivery period, but does not mention the specific delivery date, the seller is entitled to deliver on any date within that period and is obliged to notify the buyer in advance.  - In the absence of an agreement on the delivery period, the seller is bound to   deliver within a reasonable period of time after the date of entry into the contract.	- As agreed upon in the contract. The seller shall deliver his/her property before or after the stated period of time only if the buyer gives his/her consent.  - In the absence of any agreement on the period of delivery of the seller’s property, the buyer is entitled to require the seller to deliver the property and the seller is entitled to require the buyer to receive the property at any time provided that a prior notice is sent to each other upon a reasonable time period.
Payment date	- This is determined as follows: + The buyer must pay the seller on the date on which the seller delivers his/her commodity or sends evidencing documents related to that commodity;  + The buyer is not obliged to pay the seller till the complete checking of the delivered commodity as agreed upon between them in accordance with Article 44 of the 2005 Law on Commerce.  - This is subject to other agreements between contracting parties.	- This is subject to any agreement between contracting parties. - In either case where there is no agreement on the payment date or the payment date is not clearly identified, the buyer is bound to pay the seller on the date of receipt of the delivered property or receipt of any certificate of ownership of that property.
Payment location	- This is subject to any agreement between parties. - Unless agreed upon, one of the following locations shall be designated as the payment location:  + The seller’s business location which is determined on the date of entry into force of the contract. If there is no business location, the seller’s residence shall be accepted as the payment location; + The location of delivery of the commodity or evidencing document. It is accepted if payment is concurrent with delivery of the commodity or evidencing document.	- This is subject to any agreement between parties. - Unless agreed upon, the following shall be designated as the payment location: + The place where the real property is located with respect to the subject matter of the contract which is the real property. + The residence or workplace of the right-holding party with respect to the subject matter of the contract which is the one other than the real property. If the right-holding party changes its residence or workplace, it must send a notification of such change to the obliged party and be liable for increased costs incurred from such change, unless otherwise agreed.
Default liability for delivery failure	- This is subject to any agreement between parties. - Unless agreed upon, the default liability shall be defined as follows: + The seller shall not be held responsible for any defect if the buyer has already had or is required to have knowledge of that defect; + In addition, within the period of submission of a claim as prescribed by the 2005 Law on Commerce, the seller shall be responsible for any defect existing prior to the date of transfer of risks to the buyer, even when that defect is detected after the date of such transfer; + The seller shall not be held responsible for any defect arising after the date of transfer of risks if that defect is derived from the seller’s breach of the contract.	i. Delivery of an incorrect quantity of property: - If the delivered quantity is greater than the agreed one, the buyer is entitled to accept or refuse the excess. In case of acceptance, the buyer is bound to pay for it at the agreed price, unless otherwise agreed. - If the delivered quantity is less than the agreed one, the buyer shall have one of the following rights: + Accept the delivered portion and set the schedule for the seller's delivery of the remaining portion; + Receive the delivered portion and claim compensation; + Cancel the contract and claim compensation if any violation leads to the buyer’s failure to achieve aims and objectives for entry into the contract. ii. Delivery of incomplete articles: If delivery of an incomplete article results in failure to gain the expected useful effect of the article, the buyer shall have the following rights: - Receive and request the seller to proceed to deliver remaining components, claim compensation and defer making payment for the received items or components until the complete article is delivered; - Terminate the contract and claim compensation. If the buyer has already paid for but refuses to receive the incomplete article, interest on the paid amount at the interest rate agreed upon between parties shall be paid, but shall not exceed the interest rate specified in paragraph 1 Article 468 of this Code;  In the absence of the aforesaid agreement, paragraph 2 Article 468 of this Code shall be applied and the seller shall be required to pay compensation for the incomplete article within the period from the date of the contract’s entry into force to the date of delivery of the incomplete article. i. Delivery of the incorrect type of property The buyer shall have one of the following rights: - Receive the delivered property and make payment at the agreed price. - Insist on delivery of the correct type of property and payment of compensation. - Terminate the contract and claim compensation if delivery of the wrong type of property causes the buyer failure to achieve the expected aims and objectives of the contract. Where the seller delivers one or some incorrect types of property which constitute other various types of property, the buyer may terminate a part of the contract concerning these incorrect types of property and claim compensation.
Transactional price	- This is subject to any agreement between parties. - Unless otherwise agreed, the price of the contractual commodity shall be the price of that commodity under similar terms and conditions regarding the delivery mode, buying and selling date, geographical market, payment method and others affecting the price.   In terms of the weight-based pricing, the weight used is the net weight, unless otherwise agreed.	- This is subject to an agreement between parties or the third party’s decision as requested by parties. Where laws prescribe that the price must be subject to competent authorities’ regulations, such agreement must adhere to these regulations. - In either case where that agreement is not made or the agreement on the price is not explicit, the price shall be the same as the market price.
Payment method	- This is subject to an agreement between parties, except when the seller is bound to comply with the agreed payment method, make payment according to the procedures and processes agreed between parties and provided by laws.	- This is subject to an agreement between parties or the third party’s decision as requested by parties. Where laws prescribe that the payment method must be subject to competent authorities’ regulations, such agreement must adhere to these regulations. - In either case where that agreement is not made or the agreement on the price is not explicit, the payment method shall be determined according to conventions applied at the location and date of conclusion of the contract.
Risk assumption time	i. Where the location of delivery is defined - The risk assumption time shall be defined from the time when the commodity is delivered to the buyer, or when the buyer’s authorized person has already received the commodity, at that location, even when the seller is authorized to retain documents evidencing establishment of the right to own the commodity.    - It is subject to any other agreement between parties. ii. Where the location of delivery is not defined - The risk assumption time shall be defined from the time when the commodity has already been delivered to the primary shipper. - It is subject to any other agreement between parties. iii. Where the commodity is consigned to the intermediate deliverer which is not the shipper - The risk assumption time shall be defined from the time when the buyer has received the document evidencing ownership of the commodity or when the intermediate consignee has confirmed the lien over the buyer’s commodity. - It is subject to any other agreement between parties. iv. Where the commodity is in transit - The risk assumption time shall be defined from the time when the contract is made effective. - It is subject to any other agreement between parties. v. In other cases - The risk assumption time shall be defined from the time when the commodity is held under the right to dispose of the commodity by the buyer and the buyer defaults on the contract by failing to receive the commodity. - It is subject to any other agreement between parties.	- The seller shall bear risks to their property before that property is delivered to the seller. - The buyer shall bear risks to the property from the time of receipt thereof, unless otherwise agreed between parties or provided by laws. - With respect to the contract for sale and purchase of the property to which the right must be registered in accordance with laws, the seller shall bear risks until procedures for registration of that right are completed while the buyer shall bear risks from the time of completion of registration procedures, unless otherwise agreed.
Warranty period	- The start of the warranty period shall not be specified. - The seller is bound to fulfill warranty obligations in the shortest time possible if practical conditions permit. The seller is bound to bear warranty costs, unless otherwise agreed.	- Warranty period shall be from the time when the seller is obliged to receive the delivered article. Within the warranty period, if the buyer finds any defect of the article, they shall be entitled to require the seller to render a free-of-charge repair service, give a price reduction, replace the defective article with the other one, or return the article and claim the refund.

Reading in Vietnamese: Một số hợp đồng thông dụng - Hợp đồng mua bán