What is a commercial contract? Basic principles in commercial activities

1. What is a commercial contract?

A commercial contract is understood as an agreement between a trader and a trader or a trader and related parties to establish, change or terminate rights and obligations between parties in commercial activities, specifically:

- Activities aimed at generating profits, including buying and selling goods, providing services, investing, promoting trade and other activities aimed at generating profits.

- Goods include:

+ All types of real estate, including real estate formed in the future;

+ Objects adjacent to land.

- Familiar habits in commercial activities are rules of conduct with clear content, formed and repeated many times over a period of time between parties, and are implicitly recognized to determine the rights and obligations of the parties in reasonable commerce.

(Clause 1, 2, 3, Article 3 of the Commercial Law 2005)

2. Summary of basic principles in commercial activities

2.1. Principle of equality before the law of traders in commercial activities

Article 10 of the 2005 Commercial Law stipulates the principle of equality before the law for traders in commercial activities as follows:

Traders of all economic sectors are equal before the law in commercial activities.

2.2. Principles of self-employment and voluntary facilitation in commercial activities

Article 11 of the 2005 Commercial Law stipulates the principle of self-employment and voluntary facilitation in commercial activities as follows:

- The parties have the right to freely agree not contrary to the provisions of law, the spirit of good customs and social ethics to establish the rights and obligations of the parties in commercial activities. The State respects and protects that right.

- In commercial activities, all parties act voluntarily, no party is allowed to impose, coerce, threaten or prevent any party.

2.3. Rules for applying rules in commercial activities established between the parties

Pursuant to Article 12 of the 2005 Commercial Law, the principles of applying customs in commercial activities established between the parties are stipulated as follows:

Except in other favorable cases, the parties are deemed to apply by default the established commercial practices between the parties that the parties know or should know but which are not contrary to the provisions of law.

2.4. Principles of applying customs in commercial activities

Article 13 of the 2005 Commercial Law stipulates the principles of applying customs in commercial activities as follows:

Where the law does not provide, the parties do not have an advantage and there is no established habit between the parties, commercial practices shall apply but not contrary to the principles in this Law and in the Civil Code.

2.5. Principles of protecting legitimate interests of consumers

Pursuant to Article 14 of the 2005 Commercial Law, the principles of protecting the legitimate interests of consumers are stipulated as follows:

- Traders conducting commercial activities must provide consumers with complete and honest information about the goods and services they trade and must be responsible for the accuracy of such information.

- Traders conducting commercial activities must assume responsibility for the quality and legality of the goods and services they trade.

2.6. Principle of legal recognition of the value of message data in commercial activities

Article 15 of the 2005 Commercial Law stipulates the principle of legal recognition of the value of data messages in commercial activities as follows:

In commercial activities, data messages that meet the conditions and technical standards prescribed by law will be recognized as having legal value compatible with documents.

3. Reasonable cases of exemption from liability for breach of commercial contracts

Article 294 of the 2005 Commercial Law stipulates the following cases of liability for violations:

- The party in breach of contract is exempted from liability in the following cases:

+ Ary makes a case of exemption from liability that is favorable to the parties;