If the seller delivers goods that do not comply with the contract, the buyer has the right to request sanctions according to the law and agreement.

Legal grounds:

• Commercial Law 2005.

The parties to a goods purchase contract must respect and comply with the contractual agreements. Accordingly, the seller’s main obligation is to deliver goods in full quantity, of the right quality and on time.

In fact, there are many cases where the seller delivers the goods, but the buyer cannot use the goods for their own purposes for many reasons, leading to disputes. This is the act of delivering goods that do not comply with the contract.

1. What goods are not in accordance with the contract?

In principle, the two buying and selling parties have the right to agree on cases of goods that are considered inconsistent with the contract.

If the two parties do not have an agreement, then based on Article 39 of the 2005 Commercial Law, the goods are considered not in accordance with the contract if the goods are as follows:

1. Not suitable for the normal use of goods of the same type;
2. 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;
3. Not ensuring the same quality as the quality of the goods sample that the seller has delivered to the buyer;
4. Not being preserved or packaged in the usual way for that type of goods or not in a suitable way to preserve the goods in the absence of normal preservation methods.

The above provisions are general principles determining which goods are not in accordance with the contract. So in reality, if the parties do not have clearer regulations, it may be difficult to resolve disputes over goods.

2. How should the buyer behave when the goods do not conform to the contract?

If the seller delivers goods that do not comply with the contract, the buyer has the right to apply sanctions to protect its rights if the contract or commercial law provides for sanctions.

In addition, the buyer has the right to apply the following basic measures:

• Refuse to receive goods (pursuant to Clause 2, Article 39 of the 2005 Commercial Law);
• Temporarily suspend payment until the seller has corrected the violation regarding the goods (pursuant to Clause 3, Article 51 of the 2005 Commercial Law).

Note: before implementing the above measures, the buyer needs to have evidence that the seller has delivered goods that are not in accordance with the contract. On the contrary, the buyer’s refusal to receive goods, suspension of payment or application of other sanctions may become a breach of contract if there is no evidence of the seller’s violation.

3. How must the seller overcome the delivery of goods that do not comply with the contract?

Pursuant to Article 41 of the 2005 Commercial Law, the seller who delivers goods that do not comply with the contract is responsible for remedying the following:

• Unless otherwise agreed, the seller must replace the goods to comply with the contract or remedy the nonconformity of the goods within the remaining delivery period.
• When the seller performs a remedy that causes disadvantages or incurs unreasonable costs for the buyer, the buyer has the right to request the seller to remedy the disadvantage or bear those costs.

4. In what cases the seller be exempted from liability?

In principle, if the seller delivers goods that do not conform to the contract, the non-conformity of the goods must be rectified.

However, based on 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, liability 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 transfer of risk to the buyer, including cases where the defect is 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.

According to the above provisions, the seller is not required to remedy goods that do not comply with the contract if at the time of conclusion of the contract the buyer knew or should have known about the defects of the goods.