Generally speaking, if there is no signature or seal on the contract, then the contract will not be legally effective. However, Article 37 of the Contract Law also stipulates an exception: “If a contract is concluded in the form of a written contract, and before signing or sealing, one party has fulfilled the main obligations and the other party has accepted them, the contract is established.” This provision largely avoids the impact of the legal effect of the contract due to the lack of formal requirements, and can safeguard the interests of both parties.
It should be noted here that to determine whether a contract without a signature or seal is valid, specific issues should be analyzed specifically. The author will explain from the following situations:
(1) When only one party signs or seals the contract, if one party (regardless of whether it is the party that signs or seals) performs the main obligations of the contract and is accepted by the other party, then the contract is established;
(2) When only one party signs or seals the contract, if one party (regardless of whether it is the party that signs or seals) performs the main obligations of the contract but is not accepted by the other party, then the contract is not established
(3) When only one party signs or seals the contract, if both parties fail to perform the main obligations of the contract, then the contract is not established
(4) When neither party signs or seals the contract, if one party has performed the main obligations and is accepted by the other party, then the contract is established:
(5) When neither party signs or seals the contract, if one party has performed the main obligations but is not accepted by the other party, then the contract is not established:
(6) When neither party signs or seals the contract, and neither party performs the main obligations of the contract, the contract is not established.
From the above situation, whether there is a signature or seal has a certain relationship with whether the contract itself is established and whether it has legal effect. The significance of signature and seal to the contract and both parties is self-evident. Generally speaking, if there is no signature or seal from both parties, it is naturally impossible to confirm that they have reached an agreement on the content of the contract, and it cannot be proved that the contract has legal effect.
E-commerce companies need to carefully review the terms of the contract before signing or sealing to determine the authenticity, validity and enforceability of the information. If the supplier refuses to perform the contract on the grounds that it has not been signed or sealed, then the e-commerce company can make relevant requirements to it in accordance with the “unsigned or sealed but effective contract”.
Tips
In order to avoid unnecessary disputes, e-commerce companies should take signing or sealing seriously, and it is best to have in-depth exchanges with suppliers.