What is a framework agreement? Sample
The framework agreement on 223 FZ is concluded after the parties have reached agreement on all items, is consensual in nature. Payment or barter agreement is not provided. It is without price at no cost. The contract includes the rights and obligations of both parties, and therefore is bilateral.
When is it needed?
This contract is indispensable when the parties cannot determine which particular goods the supplier will ship, and the buyer will be accepted by act and paid. If, however, to conclude in this case, the usual supply contract, then in accordance with Art. 432 of the Civil Code of the Russian Federation, the subject must be clearly stated in it, and since it is not defined, the courts in practice recognize such a contract as null and void.
If something is already paid for invoices, they will be taken into account in court. In order to eliminate risks and protect both parties in the absence of a clear subject of the contract, it is better to use a framework contract. What is a framework agreement, not everyone knows.
Often there is no clear agreement on the specific conditions of the transaction, or they will appear after some time. In these cases, the framework agreement will fully satisfy the needs of the parties in the legal execution of the transaction. Obligations are sufficient to agree in general terms, when they will be clarified, ways of fulfilling obligations, liability for non-fulfillment, measures for evading the fulfillment of agreements.
The essence of such an agreement of the parties, fixing their basic agreements, does not imply payment of value or property provision.
Framework agreement is bilateral. Since it creates duties and rights for both parties. Unlike a preliminary contract, it does not bind the parties with an obligation to enter into an agreement in the future under certain conditions. The parties do not accept the obligation to conclude a contract in the future, they have already signed it, but certain conditions will be detailed and refined later.
What is directed?
The framework agreement is aimed at creating obligations in the future, laying the foundation for relations between the parties.When concluding an agreement, the parties no longer need to coordinate and document each specific transaction.
A bank agreement on opening a credit line, for example, sets a certain amount of a loan, and borrowers decide for themselves when to use the funds and in what quantity. Depending on the amount, the interest rate for the use of credits (parts of the total amount) is also prescribed. And now let's look at what a framework contract is, in more detail.
Conclusion of a contract
Essential condition, according to Art. 432 CC is the subject of the contract. In a framework agreement, this is an agreement of the parties on the conditions of cooperation in the future, on the use of real estate, the sale of goods, the provision of services and other objectives of the agreement. In 2001, the Federal Antimonopoly Service recognized the framework agreement on the credit line as valid.
This credit line was provided for in the offer agreement, it was accepted, but each acceptance was considered invalid if it was used separately from the framework agreement.
Framework instead of credit
Officially, it is possible to use a framework instead of a loan agreement.But at the same time, in the form of an offer agreement with the amendment that at the conclusion all essential conditions will be clarified. But this contract of the offer is not obligatory to the conclusion, you must write a notice, then only the document takes effect. According to Art. 421 of the Civil Code of the Russian Federation, the compulsion at the conclusion of the contract is not allowed, by virtue of the principle of freedom of expression. A sample framework agreement is presented in the article.
Public offer contract is an exception. It is an organization and establishes its commitment to the sale of goods, the provision of services that must be carried out in respect of each individual or legal entity that applies to it. These include retail, public transport, communications, medical services, the full list is listed in Art. 426 of the Civil Code.
It is possible to conclude a framework contract of services, but no one has the right to force the parties to sign separate agreements aimed at specifying its conditions. But only for cases if it is not spelled out by the framework agreement.
Amendment of the contract, its termination
The amendment and termination of the contract takes place according to the general rules set forth in the Civil Code of the Russian Federation in such cases:
- by agreement of both parties;
- gross violation of the conditions and clauses of the contract by one of the parties;
- a change in the circumstances in which the performance of the contract is not possible.
According to paragraph 3 of Art. 450 of the Civil Code of the Russian Federation, the parties have the right to include in the framework agreement a condition on the possibility of unilateral change or termination.
In cases where the parties decide to terminate a specific supplementary agreement, this does not entail the termination of the entire initial framework contract. Due to the fact that usually supplementary agreements describe certain one-time transactions. A sample framework service agreement will help not to be mistaken.
It should be borne in mind that additional agreements or agreements concluded before the date of termination of the original framework agreement must be executed and will remain in effect until the full fulfillment of the obligations for which these agreements were signed.
But it is a completely different case if the framework agreement itself stipulates that at the time of its termination all additional agreements cease to apply. In this case, at the maturity date of the framework agreement, all supplementary agreements will also cease to operate.You can renew the validity of the terminated contract at any time, this is not prohibited by the Civil Code of the Russian Federation and current legislation. What is a mixed form framework contract?
A mixed framework agreement is considered if it includes the obligatory conditions of various documents (Art. 421 of the Civil Code of the Russian Federation), which may exactly represent additional agreements. It has its own specifics. This will be discussed further.
Some complex banking service agreements have clauses about the possibility of entering into additional agreements and mortgage loan agreements. How to be in such cases, because mortgage contracts must be registered in a certain way. And if the framework contract was not registered? The conclusion of framework contracts is common in the banking sector.
If the parties decide to combine the items and conditions of various contracts, thereby forming a single set of obligations. There are also such cases when these contracts are so interconnected that the fulfillment of obligations under one is impossible without simultaneously fulfilling them in another.In this case, the entire framework mixed contract is necessarily subject to the state registration procedure in the executive authorities.
The terms of the framework supply contract and the supplementary agreement are inseparably connected with each other, since both are an integral part of a single contract. If it is not to register the mortgage agreement with the Registration Chamber of real estate transactions, it will be considered invalid. And since everything is interconnected, the entire framework agreement will be considered invalid with all additional agreements, which, in turn, were executed without violating the conditions.
This is unacceptable under the laws of the Russian Federation. Therefore, it is advisable to register only a specific agreement, the rules of which will be invalid without this procedure. The sample service contract is fairly straightforward.
Such agreements are concluded for a long time, the supplementary agreement on mortgage could not be taken into account, but it appeared suddenly. At the same time, the framework agreement itself and its conditions were met in full.In addition, the legislative acts of the Russian Federation, which establish notarization and state registration of transactions, do not provide for the conditions under which the agreements valid before these transactions need to be changed. Therefore, the procedures apply only to newly concluded supplemental agreements.
The framework agreement (what we have explained in the article) is one of the most suitable ways to legally fix a transaction if the specific subject of the agreement and terms are initially unknown. Such a contract can be concluded both for the supply of goods, and for the provision of relevant services, the performance of certain works. Also, in the explanations of the courts, it is permissible to conclude a bank framework agreement for comprehensive universal service.
After circumstances arise in the course of the execution of the framework agreement, additional agreements are concluded to it, in which they specifically state: the subject of the agreement, prices, and terms. At the time of the conclusion of a framework agreement, it may be unknown what specific agreements will act as supplementary agreements.
Therefore, if, according to the legislation of the Russian Federation, these agreements contain norms that require notarial or state registration in the Federal Registration Service, they should be registered in a certain way. These standards are not applicable to the most original framework contract.