I would like to talk about the Sales of Goods.
A very interesting fact about this subject is that it has been applied all over the world in commercial transactions.
So, if you are a lawyer, and have not studied this subject with the care and attention it needs, think again, you have been missing a lot.
The goal of this subject is to create professionals that are prepared to work with any type of sale of a moveable chattel. Or a moveable product. Take a smartphone as an example.
Some of the clauses that we must always study are:
- Claims and credit - Clause that relates to any problems in the transaction or therein the products.
- Changes or cancellation - Modifications and termination.
- Delivery - When is the transaction completed?
- Indemnification of vendor - The protection of the vendor against misuse of its products.
- Limitation of Remedies - How much and how can the buyer act against any breach by the vendor.
- Prices and Payment - The consideration clause.
- Retention of Title - Clause stating that the title of the goods sold remain with the Seller until payment is due, besides it brings provisions to secure the right of entry.
- Title and Risk - When does the title passes from the Seller to the Buyer?
- Orders - It explains the way a buyer makes an order.
- Warranties - Statements that the product is fit for a purpose, and not for some other purpose.
Another point worth mentioning is the difference between a ROT clause and a charge. A charge is a security for payment granted by the legal system and must be registered. And a Retention of Title clause is a contractual protection that secures payment and it is not registered, which is much more feasible than using charges. Both securities are binding.
Thiago Gomes Calmon