One party has the right to request the other party to respect and comply with what has been agreed in the contract to protect its rights.

Legal grounds:

• Commercial Law 2005.

In real commercial relationships, it is not uncommon for the parties to a contract to not comply with everything agreed upon in the contract, but there may be minor or even serious violations that cause damage to one party.

For example, in a sales contract, the parties agree that the buyer must pay 20% in advance within 10 days from the date of signing the contract so that the seller can carry out import procedures. However, at the end of the 10-day period, the buyer can only pay 10% in advance, so the seller sends an email reminding the buyer to pay the remaining 10% to import the goods. In this case, the buyer is enforcing sanctions to force the buyer to properly perform the contract.

Thus, when one party violates its obligations under the contract, the party with interests has the right to request them to comply and properly perform the contract.

1. Sanctions force proper performance of the contract

In principle, a contract is an agreement between the parties, and each party must comply with what has been agreed for the contract to be performed properly. So when one party does not perform its work (obligation) properly, the other party has the right to demand that they perform it correctly, unless this work (obligation) is impossible to perform.

For example: Party A rents Party B’s office space for its headquarters. The parties agree that the maximum number of people that Party A can bring into the office at the same time is no more than 10 people. However, Party A organizes a meeting, so there are 12 people at the same time. In this case, Party B has the right to request Party A to adjust the number of people to comply with no more than 10 people at the same time.

Enforcing the correct performance of a contract is always for the purpose of ensuring that the contract is performed correctly. Therefore, forcing the correct performance of the contract can be done in two ways:

• The violating party must fulfill its obligations on its own;
• Or the aggrieved party can use some measure to enforce the contract and request the violating party to bear the costs.

Note:

• The aggrieved party needs to prove that its legitimate interests are due under the contract but have not been met by the obligated party.
• Sometimes the work (obligation), even the object of the contract, cannot be performed. This leads to the inability to request proper performance of the contract. For example: at a certain time, the goods no longer exist, the goods are subject to a business ban, etc.

2. When can a party request to properly enforce the contract?

In essence, it is a sanctions measure in trade relations. Therefore, one party can only make a request to enforce the contract if the other party violates the contract.

In fact, there are cases where one party still issues a reminder notice, requiring the other party to properly perform its obligations, while that obligation has not yet become due. This is not a sanction to enforce the contract because there has not been a violation of the contract.

3. Measures to ensure the contract is properly implemented

When the party whose contract is violated makes a request to properly perform the contract, there will be 2 options for the contract to be properly performed (contract protection) as follows:

• The violating party must fulfill its obligations on its own;
• Or the aggrieved party can use some measure to enforce the contract and request the violating party to bear the costs.

When applied to goods purchase and sale contracts and service contracts, there will be the following cases:

• If the violating party delivers insufficient goods or performs services incorrectly, it must deliver enough goods or perform services according to the agreement.
• If the violating party delivers goods or provides poor quality services, it must deliver replacement goods or fix the quality of the goods or fix the quality of services.
• If the violating party does not remedy the violations, the violated party has the right to purchase goods or hire services from others for replacement or repair. Then the violating party must pay related costs, if any.
• If the violating party is the buyer or service lessee, the seller or service provider has the right to request the buyer or service lessee to make payment, receive goods and other obligations according to the contract and law.
• The violated party has the right to request compensation or penalty if the contract does not provide otherwise.
• The parties can agree to adjust the contract to implement other options such as: extending the obligation performance period, replacing the violated obligation with another obligation, etc.

4. Handling if the contract is still not performed properly after making the request

In principle, the parties have the right to agree to perform the contract according to actual circumstances.

However, if after the aggrieved party requests proper performance of the contract, the violating party still does not remedy it within the set time limit, the aggrieved party has the right to apply other sanctions such as:

• Temporarily suspend contract performance
• Suspension of contract performance
• Cancel the contract

However, the application of other sanctions mentioned above needs to be well-founded to avoid the application of sanctions becoming a breach of contract. Therefore, it is best to stipulate the conditions for applying sanctions in the contract.