COMMERCIAL CONTRACTS: CHARACTERISTICS, TYPES AND COUNTRIES - ARTE - 2025

The commercial or commercial contracts refer to legally binding agreements between two companies or parties which establish guidelines on what they are obliged to do or refrain from doing in a business relationship. These contracts can be written, verbal or virtual, and carried out in a formal or informal way.

The commercial or commercial contract can include all aspects of a business, such as hiring, salaries, leases, loans, and employee security. A breach of the commercial contract occurs when a contracting party does not comply with the agreements.

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They are used for companies and organizations. Its key requirement is to ensure that legal agreements allow for all the benefits stated. The terms of the agreement covering all important factors are also stated in the contract.

Both parties have to exchange something with each other. This is the part that separates the contract from other legal elements. Thus, a contract implies that both parties must give up something that they had the right to keep (money, goods, services) or not do something that they had the right to do. Each party must also be legally eligible to create a contract agreement.

Legal factors

Business contracts are documents that cover a combination of legal and business factors. The term encapsulates a large number of laws that regulate business transactions.

Contracts that have not been drafted correctly and have weak areas can undermine the agreement outlined in the document. It is important to have a contract created by an attorney to avoid loopholes and weaknesses before everyone signs.

The Commercial Code is the main authority that governs commercial transactions and contracts, but countries also have regulations related to commercial contracts.

The Commercial Code states that there must be an agreement in which an offer must be made, followed by an acceptance. The core of this requirement is that both parties agree on every aspect of the material, services and financial elements of the agreement.

characteristics

Commercial contracts are powerful. They cover all aspects of a business, from employment and nondisclosure contracts, to sales invoices and property rights.

They are preferably written documents, but they can also be verbal, and they can even just be an informal understanding between the two parties.

Knowing the different types of business contracts and how business contract law works is critical to the success of a business.

Most commercial contracts include certain clauses, such as assignment clauses, that indicate the terms of the contract.

In addition, there are also integration and force majeure clauses, confidentiality agreements for contracts involving trade secrets, amendment clauses, and indemnity agreements that must be included.

Contracts for people

A business delivers a contract to customers by offering a bill of sale. You also have promissory notes for leases or mortgages. Both are different types of business contracts.

Companies also enter into commercial contracts with their employees and independent personnel. Standard hiring forms, such as employment agreements, as well as security and human resources activities, are considered business agreements.

Confidentiality agreements range from nondisclosure agreements for hired employees to the standard forms required in any hiring process. These contracts protect companies from losing trade secrets or other intellectual property.

Contracts for companies

The different types of business contracts are part of the daily business of every company.

From purchase orders to receipts for products sold, business contracts can range from simple actions executed by a downloadable form to highly complex contracts that require a team of attorneys.

Production and logistics agreements help give companies peace of mind when they enter into commercial contracts with external suppliers. These types of agreements detail how and when products are handled on both sides of the agreement.

The purchase or lease of equipment may not require a contract, but it generally involves one as part of the financing process.

Likewise, the purchase or lease of buildings requires the same kind of supervision and care.

Main types of commercial contracts and their characteristics

Purchase contract

In this contract, one of the parties agrees to give an object and the other to pay for it with money. The first is called selling and the second is called buying. The money that the buyer gives for the sold object is called the price.

It is fundamentally characterized by the fact that one of the contracting parties, the seller, is obliged to give something, be it an object, good or specific service. In the case of the buyer, he undertakes to pay the previously agreed price, in money or in some other figure that represents him.

Contract of carriage

It is a contract whereby, for a certain price, someone agrees to transport from one place to another, by land, air, sea, canals or navigable rivers, goods or passengers of others, delivering them to the person to whom they are directed..

This contract is generally reflected in the so-called “consignment note”, the issuance of which is not mandatory. This will represent the regulatory title of the contract, having an eminent demonstrative utility. This contract regulates:

- The terms for claiming damages, both hidden and apparent.

- The responsibility of the carrier.

- Compensation.

- The statute of limitations for claims.

This contract is relevant for international commercial relations, due to the large shipments of raw materials or products that are transported between countries.

In reference to the transport of people, it occurs when, for example, a hotel pays a transport company to carry out the transport of passengers from the airport facilities to the premises.

Partnership contract

In this contract, two or more natural or legal persons agree to make contributions to achieve a common objective.

The laws of the company, admitted by the partnership contract, will be the regulations that will govern the operation of the company, the guidelines that transgress the imperious rules contained in regulations and laws are null.

The partnership contract is one of the most important and common legal instruments to establish companies for economic purposes.

Through it, a new legal entity is created, different from its members considered individually, where its members limit their patrimonial responsibility to an amount previously stipulated in the statutes, in accordance with the law.

Supply contract

It is related to the purchase of products. These contracts contemplate the delivery of a specific and defined quantity of supplies, which is scheduled at the time of the agreement.

These contracts are also made to deliver these products following a regular schedule. These are standards when the required quantity of supplies for a product is known in advance.

Commercial contracts in Mexico

Taking into account the Mexican provisions, these are the distinctions of the commercial contract.

Types of products in buying and selling

In the commercial contract, according to Art. 452 Inc. 1, the sale can only be incurred on movable property.

Jurisdiction and jurisdiction of the court

In the commercial contract, jurisdiction and competence correspond to the commercial courts.

Buy and sell

In the commercial contract there is a profit motive, to make a profit through this activity.

According to the subject

The subjective approach indicates that if one of the parties is a merchant, then the contract will be commercial, since it performs acts of commerce. The objective approach indicates that the contract is commercial if the purpose of the contract is the execution of commercial acts.

Applicable law

The commercial contract is protected by the Commercial Code, which is the commercial legislation in Mexico.

Characteristics of the commercial contract

The subjects of the contract can be legal or natural persons that have the necessary legal capacity to demand themselves.

Real items

They are those that make up, on the one hand, the so-called benefit, which is the object or thing of the contract, and the consideration, such as giving an amount of money, or another agreement.

Formal elements

The form is the group of signs by means of which the consent of the parties is declared when a contract is concluded.

Some contracts may require a specific form of celebration. For example, the written form may be needed, with the signature before witnesses or before a notary.

Agreement

It is the pact of two or more people to be able to transfer, create, extinguish or modify obligations.

Consent

It is the internal will, the self-exhortative element, the will that, shown under consent, in law produces effects. The perfection of the contract requires that consent be freely given by all the parties involved.

The will is manifested by the successive concurrence of the offer and of the acceptance, with respect to the cause and the thing that have to compose the contract. The corrupted consent will be void, having been given by mistake, with intimidation or violence, or fraud.

Commercial contracts in Spain

The contract situation is the same in commercial and civil commerce. For this reason, it is not surprising that the regulations that regulate the contract as the origin of the obligations must be found in the Civil Code, as indicated in article 50 of the Commercial Code.

The regulation of the Code establishes, in a good number of commercial contracts, that a merchant must participate as a necessary requirement so that commercial acts can be classified as such.

Therefore, it seems clear that the commercial contract must be conceived as a professional act of the employer. Based on this idea, two important aspects are highlighted.

First, it is not necessary to take the contract to the exclusive scope of the merchant and commerce, but it has to be integrated into the professional exercise of an economic activity (industry, commerce, services).

Second, that the commercial contract as a genuine expression of market commerce is one of the creations most penetrable to changes in the economic system and new ideas.

Contracts related to commercial sale

According to the provisions of article 325 of the Commercial Code, the trade of movable objects for resale is commercial, either in the same way that they were bought, or in a different way, in order to obtain a profit on resale.

Commercial swap

The Spanish Commercial Code also includes the commercial exchange contract, in addition to the commercial sale, although it only dedicates one article to it, which is Art. 346.

This article establishes that commercial exchanges will be governed by the same guidelines contained in title VI, corresponding to sales and purchases, as long as they can be applied to the conditions and circumstances of those contracts.

Supply contract

The supply contract, even though it is of a very common use and of great importance in commercial legal trade, between individuals and also with companies, however, does not have a positive regulation within the Spanish Commercial Code.

Commission contract

It can be defined according to what is established in Article 244 of the Commercial Code: the provision will be considered a commercial commission, when its purpose is an operation or act of commerce, and the commission agent or the principal is a merchant or intermediary agent of the commerce.

Commercial contracts in Colombia

-Purchase and sale of trading company

Content of the contract

- Identification of the trading company: registration number, name and address.

- Full names and surnames, identity documents and residences of the buyer and seller.

- Form of payment and sale price.

Contract registration

It must be registered in the Chamber of Commerce with jurisdiction in the place where the commerce company operates.

The contract may be in a public document or in a private deed. If it appears in a private deed, the content of the deed and the signatures of the grantors must be acknowledged before a notary or judge.

Otherwise, those who sign the document must show it in person to the accredited official, at any of the Chamber of Commerce headquarters.

For registration, a certified copy of the contract must be delivered, once the grantors present it or personally acknowledge it before the Chamber of Commerce.

-Commercial Agency

Through this contract, according to Art. 1317 C. of the Commercial Code, a person called an entrepreneur empowers another person called an agent to exploit or promote their businesses in a given territory, acting in a stable and independent manner as a representative of various of your services or products.

Content of the contract

- Name, surnames, addresses, and identification documentation of the parties involved in the contract, who are the employer and the agent.

- Territory where the agent will carry out its activities.

- Purpose of the contract and sector of activities to develop.

- Term of duration of the contract.

- Faculties or powers of the agent and its restrictions.

Contract registration

This contract must be registered in the place where the contract is signed and in the chamber of commerce with jurisdiction in the place where the activities will take place. The contract can be granted by public document or by private deed.

Registry utility

This contract will only generate effects against third parties from the moment it is registered in the commercial register.

The registration of the contract is carried out in the registration of the commercial agent. Therefore, any interested party may consult it and request the corresponding certificate.

References

1. US Legal (2019). Commercial Contract Law and Legal Definition. Taken from: definitions.uslegal.com.
2. Thomson Reuters (2019). Types of commercial contracts. Taken from: legal.thomsonreuters.com.
3. Upcounsel (2019). Commercial Contracts: Everything You Need to Know. Taken from: upcounsel.com.
4. Mexico Online Legal Encyclopedia (2019). Commercial contract. Taken from: mexico.leyderecho.org.
5. Spain Online Legal Encyclopedia. Commercial contracts. Taken from: espana.leyderecho.org.
6. Cali Chamber of Commerce (2019). Commercial contracts. Taken from: ccc.org.co.
7. Karol Maritte Orihuela Núñez (2012). Commercial contracts: types and characteristics. Gestiopolis. Taken from: gestiopolis.com.