A selection of the most important documents upon request Notice of termination of the supply agreement (regulations, forms, articles, expert consultations and much more).
Document forms
Judicial practice: Notice of termination of the supply agreement
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Refusing to cancel the resolution to bring the general director of the company to administrative liability under Part 1 of Art. 14.31 of the Code of Administrative Offenses of the Russian Federation, in particular, defining the general director of the company as the subject of liability, the arbitration courts reasonably proceeded from the fact that since the event of an administrative offense in this case is qualified as an abuse of a dominant position, it cannot be reduced only to the actions of certain officials, endowed with administrative and economic functions, since it requires the adoption of organizational and administrative decisions or assumptions on the part of the management team of the company; therefore, the fact that the head of the sales area signed electrical energy company notices on the termination of the contract for the purchase and sale (supply) of electrical energy (power) and notices on the introduction of a complete restriction of the regime of consumption of electrical energy cannot in itself serve as a basis to believe these actions were committed without the knowledge of the general director of the company, contrary to or beyond the bona fide use of the boss site official position.
Articles, comments, answers to questions: Notice of termination of the supply agreement
If the contract does not specify a period for sampling the goods, the supplier is obliged to notify the buyer that the goods are ready for transfer. At the same time, to receive it, the buyer is given a reasonable period of time, before the expiration of which the goods must be in the supplier’s warehouse (paragraph 2, paragraph 2, article 510 of the Civil Code of the Russian Federation). If the supplier fails to fulfill this obligation, the buyer has the right to terminate the contract due to non-delivery of goods (clause 1 of Article 523, clause 2 of Article 450 of the Civil Code of the Russian Federation).
The parties have the right to establish in the contract the moment from which the contract will be considered terminated in the event of a complete refusal or modified in the event of a unilateral change or partial refusal. This is permissible due to the dispositive norms of paragraph 4 of Art. 523, paragraph 1, art. 450.1 Civil Code of the Russian Federation. Thus, you can indicate that the contract will be considered terminated after a certain time has passed after receipt of the notification by the counterparty.
Regulatory acts: Notice of termination of the supply agreement
4. The supply contract is considered amended or terminated from the moment one party receives a notice from the other party of a unilateral refusal to fulfill the contract in whole or in part, unless a different period for termination or amendment of the contract is provided for in the notification or is not determined by agreement of the parties.
By general rule termination of the contract is possible by agreement of the parties, unless otherwise provided by the legislation of the Russian Federation or the contract (Article 450 of the Civil Code of the Russian Federation). And in some cases, the contract can be terminated unilaterally. In this case, the initiator of termination of the contract must notify the other party of his intentions.
Why do you need a letter to terminate a supply contract?
If the parties cannot peacefully reach an agreement to terminate the contract, then the initiator of termination has a chance to terminate the contract unilaterally through the court. However, it must be understood that the court will terminate the contract in the event of a significant violation by one of the parties (clause 2 of Article 450, clause 2.3 of Article 523 of the Civil Code of the Russian Federation):
In addition, a claim for termination of the contract will be considered in court only if one of the conditions is met (clause 2 of Article 452 of the Civil Code of the Russian Federation):
- or the initiator of termination of the contract received a refusal from the other party to the proposal to terminate the contract;
- or the initiator of termination of the contract did not receive a response to his letter with a proposal to terminate the contract. It is worth noting here that the response period is indicated in the contract, and in the absence of this period in the contract, the deadlines established by law are applied - 30 days.
Consequently, without sending a letter to the other party to terminate the contract, the initiator of termination simply will not be able to subsequently file a claim in court.
Letter of termination of the supply agreement (sample)
The letter of termination of the supply contract is drawn up in any form, signed by the head of the organization that compiled this letter, and sealed (if any).
It makes sense in the letter to set a reasonable time frame within which you ask the seller/buyer to send you a written consent to terminate the contract or a written refusal. This will help you comply with the requirements under which the court will consider a claim for termination of the contract (we spoke about these requirements above).
As for the methods of sending a letter, since such a letter may be needed to file a claim in court, you need to have confirmation that it was not only sent by you, but also received by the addressee. Therefore, it is best to either send it by mail with a list of the contents and a notification of receipt, or hand it over to the head (responsible person) of the organization - the second party to the agreement, against signature. In the latter case, you will need two copies of the letter terminating the supply agreement so that the second copy with a receipt mark remains with you.
Here is a sample letter to terminate a supply contract.
A termination letter allows you to terminate the transaction early if necessary. The article contains rules for filing a refusal, sample letters for different cases, as well as free reference books.
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A letter of early termination of a contract is most often necessary in a situation where a company or individual cannot fulfill the obligations assumed under the contract - for example, to ship property or make payment. The reasons for the inability to fulfill contractual obligations may be a consequence of errors in doing business, but may not depend on the company or individual - how natural disasters, accidents, force majeure, etc.
In such cases, a letter of early termination of the contract is a civilized solution to the problem. If the counterparty agrees to stop working together, then it will be possible to avoid litigation, which will allow the company to maintain its reputation and minimize financial losses. If the counterparty does not cooperate, then in court a letter about early termination of the contract will confirm that the parties tried to reach an agreement peacefully.
The following reference books will help you correctly take into account transactions in civil law transactions (they can be downloaded):
Other guides to completing transactions
After reading the letter of termination of the contract, do not forget to look at the following reference books, they will help you complete transactions with counterparties:
What is important to know about termination of contracts
Terminating a GP agreement means ending its validity for the parties to this transaction, as a result of which their mutual obligations cease. Termination of a transaction is not the only way to terminate the obligations of the parties under it. In accordance with the norms of Russian civil legislation, in various situations the transaction is also completed:
- proper execution,
- forgiveness of debt
- test,
- compensation,
- relevant act of the government agency, etc.
Termination of a transaction is one of the ways to stop its execution.
The need to terminate the GP agreement arises if, already during the execution of this transaction, one of the counterparties understands that it cannot fully and properly fulfill its part of the obligations.
Methods for terminating contracts
Depending on the terms of the agreement and whether the counterparty agrees with the letter of notification of termination of the contract received, the transaction may be terminated:
- By mutual agreement.
- Unilaterally.
- In court.
Letter of termination of contract by agreement of the parties
If the text of the agreement with the counterparty or the legislation governing this transaction does not prohibit terminating it, then either party has the right to cancel the execution early at any time. However, first it is necessary to notify the counterparty by sending him a letter of termination of the contract by agreement of the parties.
The intention to terminate the transaction by agreement of the parties must be communicated to the counterparty.
The law does not provide for a single standard template for a letter of termination of a contract by agreement of the parties, so the wording of this appeal can be arbitrary. However, in order for a written request to be legally correct, it is recommended to state in it:
- proposal to terminate the previously concluded GP agreement early;
- an indication of the period within which a response from the counterparty is expected;
- clarification that a letter of termination of a contract by agreement of the parties is not a unilateral refusal of the transaction.
An up-to-date and legally correct sample of how to write a letter of termination of a contract based on the consent of the counterparty is given below and is available for download:
Unilateral early cancellation of a deal
An early unilateral refusal to execute a transaction may:
have motivation - for example, if there are significant violations of the agreement by the counterparty;
have no motivated reasons.
Unmotivated refusal to cooperate
The right to unmotivated refusal of further cooperation may be established:
in the text of the agreement with the counterparty;
norms of civil legislation.
For example, the Civil Code of the Russian Federation directly defines the possibility of unmotivated refusal to work under agreements:
provision of paid services;
transport expedition;
perpetual lease;
contract (for the customer of the work).
However, often unmotivated early refusal to fulfill contractual obligations entails material losses for the party initiating the refusal. Thus, in the event of an unmotivated early refusal, the initiating party will have to:
the customer of contract work - to pay for the completed part of the work and compensate the contractor for losses in connection with the refusal;
the service provider - to compensate the customer in full for losses in connection with refusal to fulfill the agreement.
Unmotivated unilateral termination of a transaction entails material losses for the initiator.
Unmotivated letter of termination of contract: sample
The legislation does not provide for any standard form for a letter of termination of a contract in the event of an unmotivated intention of one of the parties to stop fulfilling its contractual obligations. Therefore, an interested party can draw up a letter of termination of the contract:
or on the form agreed in the contract;
or in any form, if the letter form is not agreed upon in the contract.
A legally correct sample of how to write a letter of termination of a contract in case of unmotivated refusal of a transaction can be downloaded from the link:
Reasoned refusal to cooperate
The reason for the motivated unilateral reluctance of one of the parties to fulfill contractual obligations may be a violation of its obligations by the other party. For example, if the buyer or customer does not pay for the next shipment or the next stage of work. In addition, the parties can agree on any reasons for a reasoned unilateral termination of the contractual relationship. The main thing is that they are clearly indicated in the text of the contract document.
Also, compelling reasons for a reasoned unilateral refusal to continue working together are considered to be the reasons specified in the legislation for GP agreements of the corresponding type. For example, for contract agreements, the Civil Code of the Russian Federation provides for such grounds as an increase in the approximate transaction price due to the need to carry out additional work.
Reasoned letter notification of contract termination
As in the case of an unmotivated unilateral initiative to terminate the GP agreement, a motivated letter of notice of termination of the contract is drawn up in any form or on a form agreed upon by the parties to the transaction. A legally correct sample of how to write such a letter notice of termination of a contract can be downloaded from the link:
Where to address the letter to the counterparty
The letter of notice of termination of the contract must be addressed to the location of the counterparty:
or from the agreement by which the transaction is formalized;
or from the Unified Register of Legal Entities (USRLE).
prefer a registered letter or a letter of declared value;
draw up an inventory of the investment;
provide notification of delivery.
When delivering a letter of notice of termination of a contract within one locality by courier, it is recommended to take a receipt from the counterparty stating that he received the document.
It is important to have confirmation that the counterparty received a letter of termination of the contract.
Termination of a transaction in court
If, in response to the letter of termination of the contract, a sample of which is given above, the counterparty did not give his consent or refused, then, if there are good reasons, the transaction can be terminated through the court. Justified reasons for filing a claim include violations on the part of the counterparty that turn out to be either significant or mentioned in the law as a sufficient basis. Moreover, the reason for lawsuit there may be a change in circumstances if the change is significant or by law gives the right to terminate the agreement of the relevant type.
Supply contract- this is a document that is drawn up when concluding a transaction, where one entity acts as a supplier of products that undertakes to supply quality products within the time limits specified in this document. The second subject is the buyer, who is the recipient of the delivered products and undertakes to pay for them on time.
Notice of termination of the supply agreement– this is a document that is sent to the other party to the contract being concluded, which contains information about the reason for termination of the contract.
Termination of the supply contract unilaterally
Very often, unilateral termination of a contract means a waiver of one’s obligations. Waiver of obligations is possible in partnership business activities, but only in cases provided for by law or if this fact is specified in the contract. It is possible to terminate the contract unilaterally only by going to court.
Why do you need a notice of termination of a supply contract?
When completing a transaction, a supply agreement is concluded. Termination of this type of contract has several options:
- At the end of the supply contract;
- By decision of the judicial authorities;
- At the request of one party or both.
If one of the parties decides to terminate the supply agreement, and it has the right to do so, since this is stipulated in the concluded agreement, then it mandatory must notify the other party about this. If you do not notify the other party of your desire to terminate the supply agreement, it will be considered that the party itself has decided not to fulfill the agreement, which may entail negative consequences.
Therefore, after receiving the notice of termination of the supply contract, the second party must respond in writing within thirty days, or within the period specified in the contract, if the period is specified in the notice, then within the specified period. If the other party ignores and does not respond to the notification received, then the party that sent the notification has every right to go to court and terminate the contract unilaterally. This cannot be done right away, since you need to notify the other party from the beginning.
Article No. 782 of the Civil Code of the Russian Federation regulates the right to initiate termination of any agreement. However, the law states that one of the parties must bear losses, penalties and other material payments, if necessary.
The notice of termination of the supply contract is drawn up in two copies. One notice is sent to the party - the initiator, who wishes to terminate the contract, and the second copy is sent to the second party to this contract.
When the supply contract is unilaterally terminated
The conclusion of a supply agreement, as well as all changes, additions and terminations must occur by mutual consent. There are several conditions stipulated by civil law, according to which a unilateral refusal to fulfill contractual obligations is possible.
According to civil law, such conditions may be:
- The contract itself contains a clause on unilateral termination of the contract;
- special norms of civil law (for example, termination of an agreement on mutual obligations to provide services is possible unilaterally by drawing up and sending a letter of termination of contractual obligations to provide services, a sample of which is presented above);
- one of the parties committed gross violations in fulfilling the terms of the supply agreement;
- the circumstances under which the contract was concluded have changed significantly.
The procedure for drawing up a notice of unilateral termination of a supply contract
Registration of the supplier's refusal to fulfill the supply contract unilaterally is carried out in the following sequence:
- The supplier draws up a notice of termination of the supply contract unilaterally, in two copies, where it must indicate the reason for the severance of relations;
- One copy of the completed notification is handed over to the representative of the counterparty in person, and it is imperative to obtain a note from him that he has received this notification. If it is not possible to deliver in person, you can send a registered letter via mail. If the notice is sent by mail, then the date of service will be deemed to be the date of service, which is the date shown on the postmark affixed to the document;
- The supply contract was unilaterally terminated at the initiative of one of the parties, in accordance with clause 4 of Art. 523 of the Civil Code of the Russian Federation, is considered at the moment the other party receives the corresponding notification (provided that a different period is not provided for by the provisions of the previously concluded agreement).
Sample of drawing up a notice of termination of a supply contract
The notification can be divided into five parts. And so it is necessary to fill in each part, consider it in the form of a table:
| Part number | Content |
| The first part is who sends the notification and to whom | This part indicates the full name of the party that is sending the notification, as well as information about the party to whom the notification is sent |
| The second part is the main one | The subject of termination is stated: the name of the agreement, its number and from what date, the essence of the agreement, between which parties. The next point should be to indicate the reason for termination of the contract, if there is a failure by the other party to comply with the requirements and conditions specified in the concluded contract. |
| Third part - clarification and note | The date from which the relationship under a specific supply agreement is terminated is indicated, and within what time it is necessary to respond to the received notification |
| The fourth part is a list of documents | This part indicates the documents on the basis of which the supply contract is terminated - these may be papers that justify the termination of the contract |
| Fifth part | The date of the notification is indicated, as well as the signature of the party who compiled the notification. The final part of the notice may also contain an excerpt from Article No. 450 of the Civil Code of the Russian Federation, stating that the contract, which one of the agents refused, is already considered partially amended or terminated. |
Sample of drawing up a notice of termination of a supply contract
General Director
LLC "Platan"
Kuznetsov Igor Petrovich
G. Moscow, st. Snezhnaya no. 45 of. 55
Notification
on unilateral termination of the supply agreement
On April 15, 2020, between Platan LLC, represented by General Director Kuznetsov I.P. and Stroyprektom LLC represented by General Director Pitsyk E.N. Supply Agreement No. 505 (hereinafter referred to as the Agreement) was concluded, the subject of which is the supply of building materials for a total amount of 700 thousand rubles.
According to clause 5 of the Agreement, Stroyproekt LLC may terminate it unilaterally if Platan LLC violates clause 3 of the Agreement.
According to clause 3 of the Agreement, Platan LLC assumed obligations to pay the cost of the supplied building materials in full by June 15, 2020, however, payment was not made within the specified period, which, in accordance with clause 5 of the Agreement, is a violation of its terms.
Based on the above, Stroyproekt LLC decided to terminate the supply contract unilaterally and send a corresponding notification to Platan LLC.
General Director of Stroyproekt LLC Pitsyk E. N.: (signature)
Frequently Asked Questions
Question No. 1 What is a notice of termination of a supply contract?
Answer: Notice of termination of a supply contract is a document that is sent to the second party to the contract being concluded, which contains information about the reason for termination of the contract.
Question No. 2 How can I send a notice of termination of a supply agreement?
Answer: notice of termination of the supply agreement can be sent in two ways: one way is to hand it personally to a representative of the counterparty, and the second way is to send the notice by registered mail.
Question No. 3 Within what time period must the second party, which received a notice of termination of the supply agreement, respond to it?
Answer: The second party, upon receipt of a notice of termination of the supply agreement, must respond within thirty days from the date of receipt of the notice, or within the period, if specified, in the supply agreement itself, or within the period specified in the notification itself.
The party sends a letter of termination to the counterparty because it wishes to terminate the obligation unilaterally. When she has the right to do this.
Read our article:
To prepare a contract termination letter for a counterparty, use the sample
In another case, it was not possible to terminate the contract unilaterally. The document did not contain the right to refuse by sending a letter (resolution of the Moscow District Court of July 10, 2018 No. F05-6369/2018 in case No. A41-46408/2017).
An official letter of notification of termination of the contract must be sent to the legal address of the counterparty. By agreement of the parties, a different location can be indicated, the main thing is that there is a written agreement about this. A letter is considered delivered when it reaches the recipient (Article 165.1 of the Civil Code). From this date, the agreement is terminated (resolution of the Plenum of the RF Armed Forces dated November 22, 2016 No. 54).
There are nuances. The party that sends the letter must act reasonably and in good faith, taking into account the rights and legitimate interests of the other party (clause 14 of resolution No. 54). If one participant in the relationship abuses his rights to early termination, the refusal can be challenged.
The court has the right to invalidate a unilateral change in the terms of an obligation or a statement of unilateral refusal to perform. That's why illegal action can be disputed. It is necessary to file a corresponding claim.
For example, the court declared illegal the company’s unilateral refusal to fulfill obligations under a share participation agreement in the construction of a residential building. The parties entered into an agreement of intent. The developer undertook to formalize the rights to the land plot, obtain a building permit and replace the previous construction company. The previous developer did not provide payment information and did not respond to the complaint. The new participant refused to fulfill his obligations under the DDU agreement. During the proceedings, it turned out that the previous developer fulfilled his obligation and paid the debt. This situation makes the refusal of the obligation illegal (resolution of the Central District Court of August 8, 2018 No. F10-8035/2017 in case No. A68-8035/2017).
How to write a letter to terminate a contract
Express your clear intention to leave the relationship. If the wording is abstract, the opponent can declare this in case of a dispute and delay the process (resolution of the Arbitration Court of the Ural District dated May 31, 2018 No. F09-2491/18 in case No. A60-46394/2017).
There are no clear requirements in the law for the execution of a notification letter; if you notify the counterparty of the termination of the contract, this can be done in free form. The sender has the right to use GOST standards for office work. They will tell you how to write such a message correctly. It is permissible to issue a letter on the organization's letterhead. In the event of a dispute, the content of the letter will need to allow the main circumstances to be established.
To prove the fact of sending a letter of termination, you must provide basic information - data that will allow you to identify:
- sender,
- recipient,
- information about the contract being terminated,
- fact of proper notification.
Indicate the names of organizations, TIN, OGRN, addresses.
For delivery, you can use postal services or hand over a letter by express to an authorized representative of the counterparty. Providing services by mail will help when the counterparty behaves in bad faith, for example, refuses to sign or does not indicate the position and details of the recipient.
The risk of non-receipt of correspondence at the proper address is borne by the recipient (Article 165.1 of the Civil Code of the Russian Federation).
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