Understanding Commercial Purchase Agreements and Legal Requirements

1. Purchase Agreement

The contract is the document reflecting the agreement established between the buyer and the seller, where one party provides a product or service and the other pays the agreed-upon price and conditions.

• Civil Code: One party agrees to deliver an item, and the other agrees to pay in cash.
• Code of Commerce: The sale of personal property for resale, either in the same or a different form, with the intention of generating profit.

Commercial Sales

This occurs when both the buyer and seller are entrepreneurs; these contracts are established under the Commercial Code.

Requirements of a Commercial Sales Contract

The item for sale must be a chattel, whether processed or unprocessed, subject to the rules of the Civil Code, though specific exceptions apply within the commercial sphere:

• Intent to Resale: The buyer must purchase the item with the intent to sell it subsequently. According to the code, purchases of consumer goods for personal use are not considered commercial.

Non-Commercial Purchases for Profit

The following are not considered commercial transactions:

• Sales by private entrepreneurs.
• The sale of surplus stockpiles originally purchased for consumption.
• Purchases by companies of consumer products and machinery.
• Sales by farmers and ranchers.
• Sales made by craftsmen.

2. Elements of a Contract

• Personal: Buyer and seller.
• Actual: The item and the price.
• Formal: Verbal or written agreement.

2.1 Personal Elements

The buyer and seller can be physical or legal persons and must be able to assume rights and obligations. The Commercial Code states that to enter a contract, one must have the legal capacity to do so, typically being an adult or an emancipated minor.

Ability to Enter into a Contract of Sale

• Adults, provided they are not legally disabled.
• Emancipated minors, except for borrowing money or selling real estate.
• Minors who have achieved emancipation through marriage or by exercising parental authority.
• Children, who may contract through a legal representative.

Contract Consent

A contract is optimized when both the buyer and seller reach an agreement. The contract is invalid when:

• There are errors regarding the subject matter or conditions.
• Violence is used to obtain consent.
• There is a threat against the person or their family.
• Deception is used by one party.