The contract of sale is one of the most important contracts regulated by the Civil Code in Saudi Arabia, as it forms the basis for many commercial and civil transactions between individuals and companies. To ensure the validity and legal effectiveness of the contract, the Civil Transactions Law establishes the conditions that must be met in any sales contract in order for it to be valid and binding on the parties. This regulation reflects the legislature's keenness to protect the rights of the parties and ensure a balance between their interests.
What is a sales contract?
A contract of sale is a binding contract in which two parties agree: The seller and the buyer, agree to transfer ownership of a particular object (the sale) from the seller to the buyer for an agreed-upon price.
In other words, a sales contract is a legal agreement in which the seller is obligated to deliver the sale and the buyer is obligated to pay the price, and this contract creates mutual rights and obligations for both parties.
What are the conditions for a valid sales contract?
In Saudi law, a sales contract is considered a named contract and is subject to the provisions of Civil Transactions System which specifies the conditions for its validity, methods of contracting, and legal effects. One of the conditions mentioned for the validity of a sales contract is:
1. Consent: The essential element of a contract
A contract cannot be concluded unless the will of the contracting parties coincides and is expressed in a manner indicative of their consent. Consent is a prerequisite for the validity of a sales contract, as any contract made without free will or under duress or fraud is void or voidable.
The expression of will may be expressed by speech, writing, understandable gesture or gesture, and may be explicit or implicit, depending on the nature of the transaction and the statutory provisions. Similarly, the offer of goods with an indication of their price is considered as an affirmative, unless evidence indicates otherwise.
2. Affirmation and acceptance
A contract is formed when the offer is linked to the acceptance, which creates a direct legal effect and the offeror can revoke the offer before the acceptance is issued, unless the duration of the offer is limited.
The offeror is obliged to compensate for the damage caused to the other contractor. The offer also lapses in several cases, including the death of the offeror or the addressee, loss of capacity, or the expiration of the term of the offer without issuing an acceptance. Silence is considered acceptance in certain cases, such as the existence of a previous agreement or repeated dealings between the parties.
3. Eligibility of contractors
In order for a sales contract to be valid, both parties must be capable of contracting, i.e. adults, sane and not incarcerated. The law specifies special provisions for children, the insane and the insane, so that the actions of a minor who is not distinguished are invalid, while the actions of a distinguished minor are considered valid if they are beneficial. In addition, the insane, insane and incompetent shall be treated according to special provisions after their confinement.
4. The contract is free from defects of consent
Defects of consent are among the most common reasons that may invalidate a contract, including:
- Material mistake: If it is in the character of the sale, person or legal provision, which prejudices the consent of the contracting party.
- Deception: The act of deceiving a contracting party in such a way as to induce him to enter into a contract without his free will.
- Coercion: Threatening someone unjustly to induce them to enter into a contract, whether the threat is serious to their life or property.
- Injustice: If one party takes advantage of the other party's weakness or urgent need to obtain an unfair benefit, the court may modify the obligations or invalidate the contract.
5. Place and Cause of Contract
One of the most important conditions for the validity of a sales contract is that the object or subject matter of the contract is legitimate, possible, and specific or identifiable. In other words, the sale must be something that exists or is possible in the future, is not contrary to public order, and is defined by itself, its type, or its amount. It is also ruled that the contract is invalid if the reason for the contract is unlawful or prohibited.
6. Obligation of personal rights and legal effects of the contract
Once a valid contract is concluded, it has immediate effects on the parties, as what each party has committed to in good faith must be fulfilled. Obligations include all additional rights required by the contract according to statutory provisions, custom, and the nature of the contract, and in contracts of adhesion, the court has the right to modify arbitrary terms in accordance with the principles of justice.
7. Termination and dissolution of the contract
The law indicates that rescission or annulment leads to the restoration of the parties to the state prior to the contract, or compensation when restoration is impossible. The court must take into account the circumstances and nature of the contract when determining compensation, especially in temporal contracts, so that annulment has no retroactive effect unless there are specific justifications. .
8. Vicarious contracting and stipulation for the benefit of others
It is permissible to contract through a deputy within the limits of his deputation, and the effect of the contract is added to the principal, provided that the parties know or are presumed to know the deputy. The law also allows the stipulation for the benefit of a third party, which gives that person direct rights against the contractor.
9. Interpreting the contract and guaranteeing good faith
When there is ambiguity or uncertainty, the contract shall be interpreted in accordance with the common will of the contracting parties, taking into account custom, the circumstances of the contract and the nature of the transaction. Uncertainty is interpreted in favor of the party who bears the burden of obligation and, in contracts of adhesion, in favor of the adhering party. This interpretation guarantees justice and good faith in enforcement.
10. Impossibility of performance and breach of obligation
The law addresses cases of impossibility of performance or breach of obligation, so that obligations are extinguished if performance becomes impossible for a reason beyond the party's control. In case of breach, the other contractor has the right to request the termination of the contract or its execution with compensation, and it may be agreed to terminate the contract when the debtor breaches its obligations without the need for a judicial ruling.
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