Invoice contract: when it replaces the supply contract

An invoice is a payment account that includes the terms of the transaction: what is sold, at what price, when and how it is paid and delivered. The buyer pays for it and thereby agrees to the terms. There is no need to sign a separate contract.

Why does it work?

The Civil Code allows you to conclude a contract without a single document with two signatures:

• An offer that contains essential terms of the contract is an offer (Article 435);
• actions for its execution, including payment, is acceptance (Article 438 § 3);
• The written form is considered to be complied with (Article 434), paragraph 3.

The contract is considered concluded at the time when the buyer paid - if he managed to reach the time specified in the invoice.

What should be in the contract account

For the supply contract, the essential conditions are the name and quantity of the goods. There's no treaty without them. The rest of the law allows you not to specify, but then general rules will work, which are not always convenient.

1. Goods: Name, quantity, unit, price, amount and VAT.
2. Term of payment and the validity of the account: after it, the price and availability are not guaranteed.
3. Time and mode of delivery: Self-delivery, delivery of the seller or the carrier, at whose expense.
4. Time of transfer of ownership Risk: when transferred to the buyer or carrier.
5. Liability For late payment and delivery, if necessary.
6. The phrase that payment means acceptance of the terms.

When the invoice contract is enough

• One-time prepaid delivery.
• A small amount and a standard product.
• The buyer is new, and it takes longer to sign the contract than to ship.

When you need a full contract

• Deliveries are regular, in batches: more convenient framework agreement and specification to it.
• There is a delay in payment: conditions for a penalty and the order of recovery are needed.
• Important quality acceptance, warranty, return and claim order.
• The second party is a government customer or company whose rules require a contract.

You can collect a document with the terms of payment and delivery in the form [tool:invoice-contract]. If the terms are already agreed upon by the contract, the usual bill for payment will suit.

Frequent questions

Do I need the buyer’s signature on the contract account?

Nope. The contract is concluded at the time of payment. The signature of the buyer is placed if the parties want to fix the conditions before payment.

What happens if the buyer pays the bill in part?

A partial payment is usually also considered an acceptance unless otherwise stated in the invoice. To avoid a dispute, state directly: the contract is concluded when paying the full amount or when paying the specified prepayment.

Is it possible to pay the invoice after the deadline?

Late acceptance of the contract does not create until the seller accepts it. The seller has the right to return the money or confirm that he is ready to ship on the same terms.

Do I need to make an invoice-contract?

Yeah. The invoice-contract confirms the terms of the transaction, and the transfer of goods is made out with a consignment note or UPD.