Delivering goods as agreed is an obligation that the seller must fulfill when implementing the contract. However, delivery of goods that do not comply with the contract is a common problem in commercial activities. So, in case the seller delivers goods that do not comply with the contract, how will the parties handle it?

CSPL: Articles 39, 40, 41 Commercial Law 2005

1. Goods not in accordance with the contract

– Pursuant to the provisions of Article 39 of the 2005 Commercial Law, where the contract does not have specific provisions, the goods are considered not in accordance with the contract when the goods fall into one of the following cases:

+ Not suitable for the normal use of goods of the same type.

+ Not suitable for any specific purpose that the buyer has made known to the seller or that the seller should have known at the time of entering into the contract.

+ Not guaranteed to be of the same quality as the quality of the sample of goods that the seller has delivered to the buyer.

+ Not preserved or packaged in the usual way for that type of goods or not in a suitable way to preserve the goods in case there is no preservation method. normally.

– The buyer has the right to refuse to receive the goods if the goods do not comply with the contract.

2. Responsibility for goods not in accordance with the contract

– Unless the parties agree otherwise, responsibility for goods not in accordance with the contract is stipulated in Article 40 of the 2005 Commercial Law as follows:

Article 40. Responsibility for goods not in accordance with the contract

Unless the parties agree otherwise, responsibility for goods not in accordance with the contract is stipulated as follows:

1. The seller is not responsible for any defects in the goods if at the time of conclusion of the contract the buyer knew or should have known about such defects;

2. Except for the cases specified in Clause 1 of this Article, within the time limit for complaints prescribed by this Law, the seller must be responsible for any defects in the goods that existed before the time of transfer of risk to the buyer, even in cases where such defects are discovered after the time of transfer of risk;

3. The seller must be responsible for defects in the goods that arise after the time of transfer of risk if such defects are due to the seller’s breach of contract.

3. Remedy in case of delivery of goods not in accordance with the contract

According to the provisions of Article 41 of the 2005 Commercial Law, remedies in the case of delivery of goods not in accordance with the contract shall be carried out as follows:

– Unless otherwise agreed, if the contract only stipulates the delivery time limit and does not specify a specific delivery time, the seller delivers the goods before the delivery time limit expires and the delivery fails. In accordance with the contract, the seller can still deliver the missing goods or replace the goods in accordance with the contract or remedy the nonconformity of the goods within the remaining period.

– When the seller performs the remedy that causes disadvantages or incurs unreasonable costs to the buyer, the buyer has the right to request the seller to remedy the disadvantage or bear those costs.