Download the contract for the retail purchase and sale of goods. What is a retail sales contract

Purchase and sale procedures must be properly documented. Otherwise, enough a large number of complexities.

A retail sales contract has a wide variety of nuances. A preliminary acquaintance with all will make it possible to avoid various kinds of complications in the future.

There are a large number of very different regulatory and legal documents directly related to the preparation of this type of agreement.

Such an agreement significantly simplifies the process of drawing up financial statements. You should not make mistakes when compiling. Otherwise, the contract may be simply invalidated.

Basic moments

To carry out the procedure for the acquisition of any property and subsequent reporting on this procedure, it will be necessary to draw up a special one.

In the absence of such, it will be impossible to reflect in detail the relevant information in the reporting.

At the legislative level, a list of situations is indicated when it will be necessary to draw up such an agreement without fail.

However, there are circumstances in which such a retail sales contract is not required.

It all depends on the status of the buyer himself, the seller, as well as many other points. All of them are reflected in the Civil Code of the Russian Federation and other regulatory legal documents.

The main issues that need to be considered in the first place include the following:

  • definitions;
  • types of agreement;
  • legal framework.

Definitions

The retail sales contract is a highly accountable document. Therefore, the process of compiling it is reflected in sufficient detail in specialized legislative acts.

But for the correct interpretation of the information reflected in such acts, it will be necessary to make out some concepts and definitions.

The main and most significant ones include, first of all, the following:

  • customer;
  • salesman;
  • retail;
  • responsibility of the seller;
  • an object;
  • way of conclusion.
Under the terms "buyer" and "seller" The parties are meant to conclude the corresponding type of agreement. The buyer pays for the goods in any way, the seller transfers, in turn, the goods themselves. In addition, in certain situations, it is necessary to draw up additional documents in a contract of this type. Usually this is an act of acceptance and transfer, as well as some others
Under the term "retail" This implies the process of selling goods piece by piece, in single copies. At the same time, you should remember about some significant nuances associated with the sale process in this way. The seller is responsible for the quality of such goods. This responsibility is again indicated in sufficient detail in the legislation. First of all - for the quality of the goods provided
"An object" A certain product, indicated in the sales contract, sold by the considered method, at retail. It is for him that the money is transferred. Moreover, the format of the sales contract primarily depends on the type of product. One type is used for the purchase of real estate, at the same time, when purchasing a car, you will need to use a different contract form. There are many nuances associated with this kind of documents.
Under the way of confinement The process of joining is usually implied. In certain cases, the nuances of the procedure are simply not agreed with the seller. Then, before proceeding with the sale of a certain product, it will be necessary to carefully deal with this point. Subsequently, this will allow you to avoid the emergence of controversial issues, conflict situations

Types of agreement

The Civil Code of the Russian Federation establishes a fairly large number of the most different types ways of selling. The situation is similar with drafted contracts.

At the moment, there are the following types of document of the type indicated above:

In each of the above cases, a special agreement must be drawn up without fail. However, there are some peculiarities.

In the absence of a certain experience in the formation of such documents, it is imperative that you familiarize yourself with a correctly drawn up sample.

Varieties of the contract, a complete list of them - all this is presented in the relevant legislative norms. The retail sales contract is considered concluded from the moment of payment.

Moreover, it is not at all necessary for such an agreement to be drawn up on a separate form, in compliance with all the basic rules for the preparation of such documentation.

Sometimes it is enough just to carry out the very fact of payment and draw up a sales receipt.

Even if some problems arise later, it will be sufficient to have only the documents indicated above.

Legal framework

The main legislative section, which is required to be guided when drawing up a sales contract, is

Civil Code Russian Federation... First of all, it is worth paying attention to the following articles:

Describes the process of drafting a standard sales and purchase agreement between two constituent entities in the Russian Federation
The main features of the form of the retail sale and purchase agreement are indicated
What public offer how it should be composed
Obligates the seller to provide the most detailed, detailed information about the product without fail
An algorithm for the sale of goods is established when drawing up an appropriate contract and the need for its subsequent acceptance within a certain period is indicated
How the sale of goods by samples is carried out, this article also establishes the basic rules for the sale of goods with delivery, retail, but remotely
How is the sales algorithm implemented using automation tools (special machines, various other devices)
How the product is sold, provided that it is delivered directly to the buyer
How the payment for the goods is made, its direct cost is determined
/sales
How is the procedure for the exchange of goods carried out?
What are the rights of the buyer if the goods were sold to him? inadequate quality
How should the process of compensating for the difference in the cost of goods be carried out when providing such inadequate quality?

All of the above articles are actually considered in detail Various types contracts for retail trade. There are many differences for this type of contract.

That is why it is worthwhile to carefully study all regulatory and legal acts. Otherwise, both the seller and the buyer may have any difficulties in the future.

Also, familiarization with the relevant sections will significantly simplify the procedure for protecting your own rights and interests.

If such a need arises, it is required to contact the department for the protection of consumer rights or immediately to the court. Both methods have their own advantages and disadvantages. Going to court allows you to implement the review process faster.

How to fill out the retail sales contract form

The process of drawing up a contract of the type under consideration has a large number of very different nuances and features.

The main questions, the advance study of which will make it possible to avoid a variety of difficulties:

  • content;
  • essential conditions;
  • who can be parties;
  • liability by agreement;
  • completed example.

Despite the fact that the contract may vary significantly depending on the various points, in general the content is standard.

Such a document most often includes the following main sections:

  • number of the contract being drawn up, full name of the document;
  • date and place of compilation;
  • salesman;
  • customer;
  • the subject of the contract;
  • the price of the contract, the procedure for making settlements;
  • the procedure for the transfer of goods;
  • the rights and obligations of the parties;
  • guarantee period;
  • responsibility of the parties;
  • the order of permission;
  • final provisions;
  • bank details, as well as the addresses of the parties.

Depending on the subject of the agreement, the format of this document may differ significantly. If the purchase amount is large enough, then you should definitely familiarize yourself with all the significant nuances in advance.

And also consult a qualified specialist. This will allow you to avoid a variety of difficulties and problems.

Essential conditions

The most important conditions include precisely the algorithm for transferring the goods itself.

In the case of a standard purchase procedure, points should be indicated:

Who can be parties

On the territory of the Russian Federation, any restrictions on trade relations between physical, legal entities do not overlap.

The situation is similar with individual entrepreneurs... Then contracts of the type in question can be concluded between the following persons without any problems:

  • legal;
  • physical;
  • individual entrepreneurs.

Liability by agreement

In accordance with the Civil Code of the Russian Federation, the seller, supplier and manufacturer bear responsibility for the quality of the goods purchased by the buyer.

There are specialized laws that govern liability under a retail sales agreement.

Completed example

Thus, the admission of errors can be reduced to a minimum. This is especially important in case you need to protect your rights in court in the future.

How to pay UTII to register the sale of goods to legal entities (Nikolaeva K.)

Date the article was posted: 10.06.2015

The most important thing in this article:

- How to distinguish retail from wholesale.
- Do I need to conclude a retail sales contract in writing.
- When tax authorities can classify the transaction as wholesale.

You are in imputed retail. At the same time, your customers can be both ordinary individuals and organizations, businessmen. If you sell goods to citizens, then, as a rule, officials do not have doubts about UTII or not. But the same cannot be said about sales to legal entities and merchants. Tax authorities very often try to classify such trade as wholesale and charge additional taxes on common system taxation. In the article we will talk about what you need to pay attention to when selling goods to companies and businessmen and how to insure yourself in case of questions from inspectors.

How to distinguish retail from wholesale

For the purpose of paying UTII, retail trade is recognized as activities related to the sale of goods (including in cash, as well as using payment cards) on the basis of retail sale and purchase agreements. This does not apply to this kind activities, the sale of some excisable goods, food and beverages, including alcoholic beverages, in catering organizations (Article 346.27 of the Tax Code of the Russian Federation).
Thus, the provisions of the Tax Code of the Russian Federation allow you to make settlements for retail transactions in cash and non-cash forms and do not contain restrictions regarding the persons who are your customers. The main focus is on documenting transactions.
Thus, the sale of goods at retail is formalized by a retail sale and purchase agreement. Under this agreement, you can only sell goods for personal, family, household or other use not related to entrepreneurial activity(Article 492 of the Civil Code of the Russian Federation).
And when selling goods in bulk, a supply agreement or other civil law agreement containing signs of a supply agreement is drawn up. Under the supply agreement, you sell the goods for use in business or for other purposes not related to personal, family, household and other similar use (Article 506 of the Civil Code of the Russian Federation).
Accordingly, the main hallmark of the retail sale agreement is the purpose of the further use of goods by the buyer - for personal consumption or to ensure the activities of the company, and not for resale (Letters of the Ministry of Finance of Russia dated 04.24.2014 N 03-11-11 / 19107 and dated 24.07.2013 N 03-11- 11/29238, clause 5 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation of October 22, 1997 N 18).

Note. What products are exclusively for business
You cannot use "imputation" if you trade in goods, the purpose of which initially implies their use exclusively for doing business.
These goods, according to officials, include:
- cash registers, spare parts and expendable materials to cash register, scales, banknote detectors, etc. (Letters of the Ministry of Finance of Russia dated 12.11.2007 N 03-11-05 / 265, dated 10.08.2007 N 03-11-04 / 3/316);
- office equipment (Letter of the Ministry of Finance of Russia dated 20.09.2007 N 03-11-05 / 226);
- retail store equipment, in particular, trade racks, trade showcases, trade furniture, refrigeration equipment (Letter of the Ministry of Finance of Russia dated 06.10.2008 N 03-11-05 / 234);
- goods for jewelers: tools, exhibition equipment for showcases, special equipment for the work of jewelers (Letter of the Ministry of Finance of Russia dated 20.01.2012 N 03-11-11 / 6).

It is clear that you cannot control how the product will be used in the future. This can only be found out by tax authorities during counter checks. Therefore, there is a kind of presumption of innocence at work here. If you have retail trade through shops or pavilions with an area of ​​no more than 150 sq. m and you apply UTII, then you are not obliged to control how the buyer will use the goods (clause 4 Newsletter Of the Presidium of the Supreme Arbitration Court of the Russian Federation dated 05.03.2013 N 157 and the Letter of the Ministry of Finance of Russia dated 06.09.2011 N 03-11-06 / 3/97). You will need to arrange a transaction according to the rules of retail sale and purchase as if you were selling goods to an ordinary individual (Letter of the Ministry of Finance of Russia dated 05/12/2014 N 03-11-11 / 22086).

What documents to confirm the conclusion of a retail contract

Another criterion that distinguishes a retail sale and purchase agreement from a supply agreement is the procedure for drawing up and processing primary documents for the sale of goods.
According to Art. 493 of the Civil Code of the Russian Federation, a retail sale and purchase agreement is considered concluded in the proper form from the moment the seller issues a cash register or sales receipt or other document confirming payment for the goods. In this case, an additional written agreement does not need to be signed (clauses 1 and 2 of article 159 of the Civil Code of the Russian Federation). Accordingly, if a buyer purchases something from you by paying in cash or by card, this indicates that a retail sale and purchase agreement has been concluded (Letter of the Ministry of Finance of Russia dated 05/12/2014 N 03-11-11 / 22086 and clause 4 of the Information letters of the Presidium of the Supreme Arbitration Court of the Russian Federation dated 05.03.2013 N 157).
At the same time, when paying in cash, "imputed persons" may not use cash registers (clause 2.1 of article 2 of the Federal Law of 22.05.2003 N 54-FZ). Instead of a cash register receipt, they just need to issue another document of payment - a consignment note, receipt, etc. And then you need to do this only at the request of the buyer. But if a person does not ask, you can write out nothing at all. But even if you do not issue any payment documents to buyers, the retail contract will still be concluded at the moment when you receive money from the buyer (Article 493 of the Civil Code of the Russian Federation).

Example. Retail sale of goods to a legal entity. LLC "Nord" applies UTII and is engaged in the retail trade of chairs. On April 8, OOO West purchased three chairs for its office. The cashier of LLC "Nord" issued a receipt to the buyer, in which he filled in all the details. On the same day, the accountant of LLC "Nord" made the following entries:

Debit 50 Credit 90, Revenue subaccount,
- received cash from the buyer;
Debit 90, subaccount "Cost of sales", Credit 41
- the cost of goods sold has been written off;
Debit 90, subaccount "Cost of sales", Credit 44
- Selling expenses have been written off.

When is it better to write a retail contract?

If the buyer is an individual, then there will be no problems with the documents. To confirm that you are a retail business, you will only need to submit a product or cashier's check... But if an organization or an entrepreneur is going to buy goods from you and at the same time pay by bank transfer, then you need to draw up a retail sale and purchase agreement in a simple written form. It is important. Since, in the absence of such an agreement, the tax authorities may refuse to apply UTII to you.

Note. Retail trade is transferred to the payment of UTII not only for cash, but also by bank transfer (Letters of the Ministry of Finance of Russia dated July 24, 2013 N 03-11-11 / 29238 and dated July 22, 2013 N 03-11-06 / 3/28611).

When concluding a retail contract in writing, make sure that it does not contain any signs of a supply contract. In particular, it is not necessary to indicate the assortment of goods, delivery times, etc. in the sales contract.

Distinctive features of a supply agreement and a retail sales agreement

Condition of the contract

Delivery contract

Retail Sales Agreement

Name and quantity of goods

A prerequisite that must be agreed upon in the supply agreement or in the retail agreement under any circumstances (Articles 432 and 455 of the Civil Code of the Russian Federation). If the conditions on the name and quantity of the goods are not agreed upon, then the contract is considered not concluded (Articles 432, 455, 465 and 506 of the Civil Code of the Russian Federation)

The price of the product

In order for the price of the goods not to be the subject of a dispute between the seller and the buyer, it is necessary to fix this condition in the contract (clause 1 of article 485 and clause 1 of article 424 of the Civil Code of the Russian Federation)

Delivery time

It is a prerequisite for the supply agreement (Article 506 of the Civil Code of the Russian Federation). If the delivery time in the contract is not agreed upon, the contract may be recognized as non-concluded (Article 432 of the Civil Code of the Russian Federation)

Procedure and form of payments

The contract should specify by what means and methods the payment for the goods is carried out (Article 516 of the Civil Code of the Russian Federation)

The order of delivery of goods

it required condition(Article 508 of the Civil Code of the Russian Federation). The contract should specify the method, place of transfer of the goods, to whom the goods are transferred, by whose forces and at whose expense it is transported from the seller to the buyer. How the terms of delivery are agreed will determine the rights and obligations of the parties, their responsibility and the moment of transfer of the risks of loss or damage to the goods.

Condition on the quality of goods

Assortment of goods

Sanctions for non-compliance with the terms of the contract

A prerequisite for the contract is not (Article 521 of the Civil Code of the Russian Federation). But in order to avoid any conflicts between the buyer and the seller, it is necessary to prescribe in the contract for the violation of which of its conditions and to what extent this or that liability occurs or a penalty is paid

Contract time

The contract can be concluded for a long time and assume not a one-time supply, but long-term cooperation (Article 508 of the Civil Code of the Russian Federation)

The contract cannot be concluded for a long term. Since after the transfer of the goods, the obligations under the contract are considered fulfilled (Article 458 of the Civil Code of the Russian Federation)

In addition to the content of the retail sales contract itself, you need to pay attention to several factors. First, a long-term relationship with the buyer. Secondly, the regularity and large volumes of purchases of goods (Resolution of the Federal Antimonopoly Service of the East Siberian District of 04/26/2012 N A33-1779 / 2011). And although the size of the wholesale lot is not regulated anywhere, here you should still reasonably estimate the amount of goods that you sell to legal entities. Thirdly, the sale of goods to companies and businessmen at a price lower than ordinary individuals. If the tax authorities identify these factors in you, then they can qualify your activity as a wholesale trade and charge additional taxes according to the general system.

Is it possible, in retail trade, to issue invoices and invoices

If your customers are organizations, then they are most likely interested in obtaining documents confirming their expenses. This is relevant for payers of income tax or STS with the object "income minus expenses". If the goods are purchased through an accountable person, then for its posting, it may be sufficient to have a sales receipt and cashier's receipts, as well as an advance report. However, the firms themselves that purchase goods, in order to register them and confirm the costs incurred, require consignment notes in form N TORG-12. To save good relationship with the client, you can write out a waybill. You will not lose the right to pay UTII. About this - Letters of the Ministry of Finance of Russia dated 09.07.2012 N 03-11-11 / 205 and dated 07.03.2012 N 03-11-11 / 78. The judges also agree with this (Resolutions of the Arbitration Court of the West Siberian District of November 6, 2014 N A03-4010 / 2014 and the Federal Antimonopoly Service of the West Siberian District of June 19, 2014 N A27-13466 / 2013). The main thing is to draw up a sales contract and a waybill in one, not in different days(Resolution of the Arbitration Court of the Ural District dated 10.22.2014 N F09-6861 / 14). As for invoices, the tax authorities and judges believe that the issuance of invoices does not indicate the wholesale nature of the sale of goods (Letters of the Ministry of Finance of Russia dated 02.03.2012 N 03-11-11 / 65 and dated 30.06.2011 N 03-11- 11/107, Resolution of the Arbitration Court of the Volgo-Vyatka District dated December 29, 2014 N F01-5650 / 2014). But if you issue an invoice with VAT, then you will have to pay VAT to the budget, and at the end of the quarter, submit a declaration on it. Moreover, it is obligatory in electronic form (clause 5 of article 173 and clause 5 of article 174 of the Tax Code of the Russian Federation).

Three main tips. 1. You can sell goods at retail not only individuals but also to companies. At the same time, if you will accept payment for the goods to your current account, be sure to conclude a retail sale and purchase agreement in a simple written form.
2. Do not sell your products to companies on a regular basis and in large quantities. Tax authorities can regard this as a wholesale trade and charge additional taxes according to the general system.
3. If your customer has asked you to write out a waybill, you can do so. You will not lose the right to use "imputation".

Retail sale - one of the most common contracts in practice. Perhaps there is no such person who at least once did not buy at least something with it: bread in a store, a newspaper in a kiosk ... However, this agreement, despite its wide distribution and extremely long time of existence, has its own characteristics that are little known ordinary citizens. Let's try to describe them.

What does the Civil Code of the Russian Federation say about the retail sale and purchase agreement?

In accordance with the Civil Code (Civil Code of the Russian Federation), under retail sale contract is understood as one of the variants of the general contract of sale, according to which one of the parties (the seller) transfers the goods to the second (the buyer), and the buyer, in turn, transfers money to the seller.

The Civil Code of the Russian Federation defines the following features:

  1. Only persons engaged in entrepreneurial activity ( commercial organizations or citizens - individual entrepreneurs).
  2. The product is purchased for personal use by a non-entrepreneurial buyer. Of course, no one forbids the same individual entrepreneurs to purchase, say, the right tools or materials through the store, however in this case it is more expedient to conclude a supply contract or general agreement purchase and sale, not tied to retail.
  3. For the citizen buyer, there are special rules that protect his interests as a consumer. These rules are partially contained in the Civil Code of the Russian Federation itself, however, they are mainly determined by the Law "On Protection of Consumer Rights", which is directly referred to by the Civil Code of the Russian Federation.

Legal characteristics of the contract

From a legal point of view, it is characterized by the fact that it is public. It means that:

  • the seller is obliged to sell his goods to any buyer who can pay for it (restrictions are allowed, but only on the basis of the law - for example, prohibited retail underage alcohol and tobacco products);
  • the conditions for all buyers should be the same: the seller has no right to overcharge the price for a particular buyer in comparison with the price at which he sells the goods to others — the law only allows the introduction of benefits for certain categories of citizens;
  • the contract is concluded with all buyers in the order of priority of treatment, if the law or the seller himself has not been established preferential terms for some category.

Moreover, with regard to retail sales contracts as a public agreement, a public offer is possible (yes, in fact, and almost always applies). An offer is an offer from the seller to the buyer to conclude an agreement indicating essential conditions(type of product, its price). In fact, by displaying the product in the storefront next to the price tag, the seller is already sending all possible buyers an offer to buy this product at this exact price.

Of course, business is not limited to showcases. V recent times this method of confinement is becoming more widespread retail sales contracts like trading over the Internet. Photos of product samples posted on the website indicating the price are also a public offer (See. What is an offer and a public offer according to the Civil Code of the Russian Federation (example, sample)).

Form of retail sale and purchase agreement

Download the contract

As a rule, retail sales of goods are not too high value, in respect of which the law allows the conclusion of a transaction in verbally... However, in some cases retail sales contract may also be in writing - as a rule, in the form of a receipt, which the seller issues to the buyer. It should be remembered that a cashier's check is not at all a written form of an agreement, but just a confirmation of the fact that the buyer has deposited money in the seller's cashier.

Talking about form retail sales contracts, you can also recall such a method of trading as selling goods through vending machines. Here, although the seller is the owner of the vending machine, in reality he is not present at the place of conclusion of the contract, therefore the contract is concluded only if there are 2 conditions:

  1. The machine must contain information about the product, its price and actions that the buyer must take in order to receive the product (put money into the coin acceptor, press the button, etc.).
  2. The buyer must perform these actions.

From the moment of committing retail sales contract considered a prisoner.

Of course, no one forbids the seller and the buyer to conclude a full-fledged written agreement with the signatures of the parties and a complete list of all conditions and grounds for liability. However, the conclusion retail sales contracts in this form it is practiced extremely rarely and only in relation to fairly rare and expensive goods.

By themselves, the rules about the form in which this agreement is concluded seem to be highly specialized and of interest only to lawyers. However, this is not the case: the law provides that in case of non-compliance with the form of the contract, the parties are then limited in ways of proving, if the case has gone to court. can be concluded not only orally, but also with the help of implicit actions (this term means actions that clearly express the buyer's desire to conclude an agreement). Consequently, if the buyer decides to go to court, he is not limited to presenting evidence and can, in particular, even in the absence of a cash register receipt, refer to the testimony of witnesses.

Special types of retail sales contracts

In addition to the well-known purchase of goods during a personal visit to the store, other methods of sale are allowed in Russian law. It has already been said about trading via the Internet, but this is only part of the methods of remote conclusion retail sales contracts... In Soviet times, trade by catalogs through mail was actively used - and this practice has not yet completely disappeared into the past. There are many ways of such trade, the only limitation here is the fact that distance trade in alcohol, as well as goods with limited circulation (weapons, potent drugs, etc.) is not allowed in Russia.

Beyond distance retail sales contracts, sale by samples is also possible, when the buyer gets acquainted not specifically with the unit of goods that he will receive, but with an equivalent one.

Finally, it is allowed retail sales contract associated with the preliminary lease of goods (the so-called lease-sale agreement). In this case, until the full payment of the goods, the buyer is considered the lessee, and the rules regarding the lease agreement apply to his relationship with the seller. The buyer becomes the owner of the goods only at the moment when he fully pays the amount agreed with the seller. This method of trade was practiced back in the days of the USSR, when a citizen who rented equipment could become its owner if the sum of all payments for rental became equal to the value of the goods. Now this practice is allowed, but only by prior agreement with the seller.

Buyer's rights under a retail sale contract

To protect the interests of the buyer, the legislation provides for the following measures:

  1. Within a period of not more than 14 days, a non-food product can be replaced with an equivalent one, if the original purchased for some reason did not fit. This rule does not apply to certain types of goods (in particular, books). If the seller does not have a suitable replacement product in stock, retail sales contract is terminated, the buyer gets the money back, and the seller gets his goods (see. What are the rights of consumers (buyers) when returning goods).
  2. If the product is retail sales contract does not meet the quality requirements, the buyer has the right to demand from the seller either a replacement, or a price reduction with payment of the difference, or the elimination of defects (if the defects have already been eliminated by the buyer at his own expense, reimbursement of costs incurred).

The use of a single tax on imputed income imposes a number of significant restrictions on organizations and individual entrepreneurs. For example, they are not allowed to sell goods in bulk and to conduct business. How to draw up a retail sale and purchase agreement with UTII in order to avoid tax sanctions, this material will tell you.

Restrictions for UTII

Trading organizations and individual entrepreneurs using UTII should be aware that, in addition to the type of activity (from Article 346.29 of the Tax Code of the Russian Federation, they have other restrictions:

  • square trading floor one object cannot exceed 150 m²;
  • average number there can be no more than 100 employees;
  • you cannot trade in bulk for further business use.

It is the last point that raises the most questions from both taxpayers and the tax authorities themselves. What exactly can be considered the use of goods in business, is it possible to sell products through a store to legal entities, while continuing to apply a single tax, and how to draw up a retail contract. We will try to consider the main points at UTII-2017.

Sample retail contract with UTII

If an organization or individual entrepreneur maintains a store on vmenenka, he has the right to sell goods to other organizations (individual entrepreneurs) under a retail sale agreement, regardless of the form of payment (cash or non-cash). At the same time, it is impossible to sell products under a supply contract using imputation. So what's the difference?

The answer is hidden in the Civil Code. V Art. 492 of the Civil Code of the Russian Federation it is said that in the document declaring retail, the seller undertakes to transfer to the buyer products intended for personal, family, home or other use not related to entrepreneurial activity. Whereas in the supply agreement, on the contrary, the sale cannot be related to personal needs and the purchase can only be applied when doing business. Besides, in Art. 346.27 of the Tax Code of the Russian Federation it is said that retail trade in goods for cash is recognized, as well as with the use of payment cards on the basis of retail sale and purchase agreements.

It would seem that everything is simple: name the document correctly and calmly work on "imputation". However, in practice, during tax audits, FTS specialists often cancel the imputed taxation on such transactions. Tax authorities see an unjustified tax benefit and tax evasion if, for example, a store building materials sells its goods for cashless payments the same organization on on a regular basis... And although even the Ministry of Finance of Russia indicates (letter dated 02.03.2012 No. 03-11-11 / 64) that it is not the seller's responsibility to control the further use of the goods by the buyer (for personal needs or business), the tax authorities recognize such transactions as wholesale. In this case, the taxpayer has to go to court, but such processes do not always end in favor of businessmen.

Why it happens? The answer can be found in Art. 493 of the Civil Code of the Russian Federation, in which it is said that a retail sale and purchase agreement in most cases is considered concluded from the moment the seller issues a cash or sales receipt or other document confirming payment for the goods to the buyer. In other words, such an agreement is a one-time transaction and is actually concluded at the time of payment for the goods. If the buyer is not an organization, but an ordinary person, he does not sign any documents in the store in order to buy food or the same building materials for his needs. Likewise, a retail buyer by bank transfer, ideally, should not sign such a document. Moreover, the legislation provides that a retail transaction is certified by any document confirming the fact of transfer of money: a receipt (SRF), a cashier's check or a bank statement. Additionally, the buyer can receive an invoice and a waybill. Indeed, with UTII, VAT is not provided, therefore, no documents are required for deduction.

If you nevertheless decide to conclude a written agreement with the buyer, then pay attention to the sample below of a retail sales contract for UTII. It should be one-time and might look like this:

Agents and intermediaries

Separately, it is necessary to consider the possibility of using UTII and an agency agreement. Agents in accordance with Art. 1005 of the Civil Code of the Russian Federation, are different:

  • the agent may assume the obligation to perform actions for remuneration on behalf of the principal on his behalf;
  • the agent can conduct transactions on his own behalf, but at the expense of the principal.

It is on this that the rights and obligations of both the agent and the principal depend, which affect the possibility of applying UTII. For example, if the agency's duties consist in the sale of commission goods, then by virtue of GOST R 5130399 it is retail. But in order to be able to apply UTII to a thrift store, you must either personally own the premises, or rent it on your own behalf. That's why essential has a lease agreement for UTII. At the same time, the commercial premises must be owned or leased by the agent. At the same time, who is renting point of sale, does not matter. The commission agent has the right to apply imputation, even if the premises are owned by the principal (letter of the Ministry of Finance of Russia dated January 22, 2009 No. 03-11-06 / 3/06).

The document blank "Model form of a retail sale and purchase agreement (between legal entities)" refers to the heading "Sale and purchase agreement, contracting agreement". Save the link to the document in social networks or download it to your computer.

retail sale

(between legal entities)

_______________________ "__" _____________ ______

__________________________________________________________________,

hereinafter referred to as the "Seller", and ____________________________________

________________________________________________________________________,

(full name of the organization, enterprise)

represented by _________________________________________________________________,

(position of the head, full name)

acting on the basis ______________________________________________,

(indicate the document certifying the authorization)

hereinafter referred to as the "Buyer", collectively referred to as the "Parties",

have entered into an agreement as follows:

1. The Subject of the Agreement

1.1. The Seller undertakes to transfer to the ownership of the Buyer in

term stipulated by the contract Goods with related documentation,

intended for personal, family, home or other

non-business use.

1.2. The Buyer undertakes to accept and pay for the Goods in the order

provided by the contract.

1.3. The goods under this contract are ______________________

(indicate the name of the Goods)

2. Quality, assortment, quantity, packaging of the Goods

2.1. The Seller transfers the Goods to the Buyer in quantity and assortment

________________________________________________________________________.

2.2. The Seller transfers to the Buyer the Goods corresponding

the quality certificate provided by the Seller for the Goods, with

the established expiration date.

2.3. The Seller transfers the Goods to the Buyer in packaging that provides

its safety during transportation, as well as from exposure

atmospheric phenomena.

3. Procedure, terms and conditions for the transfer of the Goods

3.1. The sale of the Goods is carried out on time ________________________.

3.2. In case of underdelivery, the quantity of undelivered products

subject to additional delivery ____________________________________________________.

(indicate period)

3.3. Delivery of the Goods to the Buyer's address is made by the Seller

(mode of transport, conditions of transportation)

________________________________________________________________________.

3.4. Shipping costs are included in the price of the Goods.

3.5. When shipping the Goods to the Buyer, these Goods must be

inspected by the Buyer or an authorized representative of the Buyer in

the place of their shipment, including the Buyer must be checked

compliance of the Goods with the terms of this agreement, the information specified in

a waybill for these Goods, as well as the quantity, quality,

assortment and packaging of Goods. If deficiencies are found during

shipment of Goods, non-compliance with the terms of this agreement and

information specified in the consignment note for these Goods Buyer

notifies the Seller of this, making up when returning part of the Goods

Supplier in writing the Act on the return of the Goods.

3.6. The seller is deemed to have fulfilled the obligation to transfer

Of the Goods, if delivered to the place and time specified by the Buyer, as well as

as a result of acceptance by the Buyer, the conformity of the quantity was established,

quality, assortment and packaging of the Goods.

4. Cost and settlement procedure

4.1. The cost of the Goods transferred under this agreement

is ______________________________________________________ rubles.

(in numbers and words)

4.2. The cost of packing the Goods is included in the amount of payment for

the transferred Goods.

4.3. Payment for the Goods is made by the Buyer within _____________

________________________________________________________________________.

(indicate period)

4.4. Payment is made on the basis of ____________________________.

4.5. Payment for the Goods is made in cash at the cashier

Seller (by bank transfer by payment orders to the current account

Supplier).

4.6. The date of payment is the date __________________________________

________________________________________________________________________.

(the date the Buyer's bank accepts payment documents for execution,

receipts Money to the Seller's account)

5. Transfer of ownership

5.1. The risk of accidental loss or damage to the Goods passes to the Buyer

from the moment of acceptance of the Goods by the Buyer or his representative and signing

By the parties to the waybills.

5.2. Ownership of the delivered Goods shall pass to

To the buyer at the time of _____________________________________________________

________________________________________________________________________.

6. Obligations of the Parties

6.1. The seller is obliged:

6.1.1. Transfer the Goods of proper quality to the Buyer, in

proper packaging, on the terms of this contract.

6.1.2. Simultaneously with the transfer of the Goods, transfer to the Buyer

the necessary documentation.

6.1.3. Provide the necessary and reliable information about the Goods,

specified in clause 1.3 of this agreement, corresponding to the established

the law and the usual retail requirements for

6.1.4. Transfer the Goods to the Buyer free from the rights of third parties.

6.2. The buyer is obliged:

6.2.1. Ensure the timely acceptance of the Goods.

6.2.2. Make payment for the Goods in the order and on time,

provided by this agreement.

7. Buyer's rights

7.1. The buyer has the right to demand the provision of the necessary and

reliable information about the Goods specified in clause 1.3 of this

contract, in accordance with the established law and presented in

retail trade requirements for the content and methods of providing

such information.

7.2. When transferring the Goods, require verification of its properties

or demonstration of use.

7.3. In case of failure to provide the opportunity to immediately receive

at the point of sale information about the Goods, the Buyer has the right to refuse

execution of the contract, demand the return of the amount paid for the Goods and

compensation for other losses.

7.4. The Buyer has the right to exchange the purchased Goods within _________

_________________________________________________________________________

(fourteen days, but the Seller may set a longer period)

days from the date of transfer of the Goods to the Buyer at the place of purchase and other places,

declared by the Seller for a similar Product of other size, shape,

size, style, color or configuration.

7.5. In the event of a price difference, the buyer has the right to recalculation

with the Seller.

7.6. If the Seller does not have the Goods necessary for the exchange

The Buyer has the right to return the purchased Goods to the Seller and receive

the amount of money paid for it.

7.7. The buyer has the right to make demands for an exchange or

return of the Goods only on the condition that the goods were not in use,

its consumer properties are preserved, there is evidence

purchasing it from the Seller and this product is not included in the list

goods that cannot be exchanged or returned.

7.8. When transferring goods of inadequate quality, the Buyer has

the right to demand, at your choice:

Replacement of a substandard product with a product of proper quality;

A commensurate reduction in the purchase price;

Immediate gratuitous elimination of defects in the Goods;

Reimbursement of expenses for the elimination of defects in the Goods.

7.9. The buyer has the right to demand replacement of a technically complex or

expensive Goods in the event of a significant violation of the requirements for its

quality (detection of fatal flaws, flaws that are not

can be eliminated without disproportionate cost or time, or

are detected repeatedly, or appear again after their elimination, and

other similar defects) or refuse to comply with this

retail sales contract and demand a refund,

transferred for the Goods. Goods of inadequate quality are returned to the Seller

on his charge.

8. Responsibility of the Parties

8.1. In case of delay in payment, the Buyer is obliged to pay the Seller

penalty in the amount of ___% (_________________) of the cost of the Goods for each

day of delay in payment.

8.2. In case of delay in the transfer of the Goods, the Seller is obliged to pay

The Buyer is fined ___% (___________________) of the value of the Goods.

The Buyer is not responsible for refusal to accept the Goods,

whose transfer is overdue by ____ (_________________) days.

8.3. The parties are not liable under this agreement if

violation of the conditions is associated with force majeure circumstances (with

natural disasters, military actions of government bodies

etc.), the presence of which must be confirmed by _____________________.

9. Other conditions

9.1. This agreement comes into force from the moment of its signing.

The parties and is valid until "__" __________ ______

9.2. The agreement terminates ahead of schedule in cases where

stipulated by the current legislation of the Russian Federation.

9.3. Upon termination of this agreement, the Parties shall not

are released from their unfulfilled obligations, payments due

interest and compensation for losses incurred as a result of non-performance or

improper performance of their obligations under this agreement.

9.4. Changes and additions to the agreement are made in written

form and signed by the Parties.

9.5. Disputes and disagreements arising from this agreement or

connection with him, the Parties will seek to resolve through negotiations.

9.6. If the Parties to this agreement do not come to an agreement,

disputes and disagreements are subject to consideration By the Arbitration Court v

in accordance with the current legislation of the Russian Federation.

9.7. This agreement has been drawn up in duplicate, one for

each Party having the same legal force.

9.8. In matters not reflected in the agreement, the Parties

are guided by the provisions of the current legislation.

10. Details and signatures of the Parties

Seller buyer

(name of organization) (name of organization)

____________________________________ _________________________________

(address) (address)

____________________________________ _________________________________

(phone / fax) (phone / fax)

____________________________________ _________________________________

(INN / KPP) (INN / KPP)

____________________________________ _________________________________

(checking account) (checking account)

____________________________________ _________________________________

(bank name) (bank name)

____________________________________ _________________________________

(correspondent account) (correspondent account)

(job title) (job title)

_____________________________________ _________________________________

(signature) (signature)

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