The inspection of goods plays a role in improving the efficiency of contract performance, whilst preventing risks for the buyer.
1. Inspection of goods
According to the Commercial Law 2005, an inspection of goods is not a statutory obligation but rather a right for the buyer. The buyer has the right to inspect the goods before the seller delivers the goods in line with the agreement between the two contracting parties. The inspection of goods is carried out by the buyer before delivery to promptly detect the defects of the goods and notify the seller to find remedial measures, minimize the costs incurred, and ensure the interests of the buyer.
Defects are simply understood as shortcomings and inconsistencies between actual goods and the goods agreed in the contract such as: quality, specifications, packaging, etc.
2. Responsibilities of the buyer and the seller for defects in goods are determined
- For defects that can be detected by normal means such as specifications or packaging, unless otherwise agreed, the buyer must promptly inspect the goods within a reasonable time and informed notify the seller of the defect in the goods. The reasonable time is determined depending on the type of goods. Note that if the buyer or the buyer’s representative fails to inspect the goods before delivery as agreed, the seller has the right to deliver the goods under the contract. At the same time, the seller will not be responsible for defects in the goods that the buyer or his representative knew or should have known but failed to notify the seller within a reasonable time after inspecting the goods, except for defects not detected by normal means.
- For defects that cannot be detected by normal means such as technical standards, the seller must be responsible for these defects even though the buyer or the buyer’s representative has simultaneously inspected the goods if the seller knew or should have known about the defect but did not notify the buyer. However, usually, the buyer encounters many difficulties in proving the seller’s responsibility in this case.
3. Limit the risks when performing the contract
The buyer should pay attention to the details related to the details of goods, the time to inspect the goods of the buyer, and the notice of the seller to the buyer in case the goods have defects as well as the seller’s responsibility to facilitate the buyer to inspect the goods and other contents depending on the type of goods, and the method of delivery.
In general, the Law on Commerce has not specified the contents related to the inspection of the buyer’s goods as well as the responsibility of the seller. Consequently, PLF believes that the buyer should detail and anticipate possible cases for the content of goods inspection when drafting and signing the contract.