The characteristic of a trial contract is that the supplier delivers the goods to the e-commerce company for trial, and the e-commerce company decides to purchase and pay for the goods after trying them for a period of time. In fact, a trial contract is a contract signed under additional conditions, which takes effect only after the e-commerce company tries the goods and decides to purchase and pay for the goods.
This type of contract is somewhat similar to the free trial in marketing strategies. Compared with ordinary contracts, the transfer of ownership of goods in a trial contract is quite special. After signing a trial contract, the supplier will supply the goods to the e-commerce company, and the e-commerce company has actually taken possession of the goods. However, the ownership of the goods does not transfer before the e-commerce company formally decides to purchase the goods.
In order to promote the effective execution of trial contracts and reduce unnecessary disputes, Article 170 of the Contract Law of the People’s Republic of China (hereinafter referred to as the “Contract Law”) stipulates: “The parties to a trial sale may agree on the trial period of the subject matter. If there is no agreement on the trial period or the agreement is unclear, and it cannot be determined in accordance with Article 61 of this Law, it shall be determined by the seller.
In addition, Article 171 of the Contract Law stipulates: “The buyer of a trial sale may purchase the subject matter during the trial period, or refuse to purchase it. After the trial period expires, if the buyer does not indicate whether to purchase the subject matter, it is deemed to be purchased.
Next, we will sort out the key elements of trial contracts and introduce three points to note when signing trial contracts.
(1) Pay attention to the trial period
The parties determine the trial period on a voluntary basis. The trial period is an important part of a trial contract, and the trial contract itself must comply with the voluntary principle. Therefore, the parties must determine the trial period before signing the trial contract, and the trial period must be agreed upon by both parties
The trial period can be determined based on transaction practices. E-commerce companies and suppliers can also determine the trial period based on transaction practices. Because some e-commerce companies and suppliers are not cooperating for the first time and have a certain degree of trust in each other, if the trial period is not determined in advance, it will be determined according to past practices. This approach often has certain risks, so it is better to indicate the trial period in the trial contract
The trial period is determined by the supplier. If the two parties have not determined the trial period or the trial period is unclear, and they cannot reach a supplementary agreement afterwards, and the trial period cannot be determined based on the relevant terms and transaction practices, then the trial period shall be determined by the seller (i.e. the supplier) in accordance with Article 170 of the Contract Law.
Of course, even if the trial period is determined by the supplier, the time for trial or inspection of the goods must still be taken into consideration. If the trial period is too short, the e-commerce company cannot fully try out or inspect the goods, which is not conducive to protecting its own interests. Therefore, for e-commerce companies, the determination of the trial period is a key issue and must be legal and compliant. At the same time, e-commerce companies must find ways to protect their own interests and must fully try out and inspect the goods.
(2) Understand the consequences of breach of contract
During the trial period, if the e-commerce company agrees to purchase the goods, it recognizes the validity of the trial contract. Of course, the e-commerce company can also refuse to purchase the goods, and is not restricted by other conditions or third parties. However, if the e-commerce company is not satisfied with the supplier’s goods, it must provide feedback in a timely manner, otherwise it will be considered a breach of contract and bear certain consequences.
(3) Determine the risk of the goods
If the e-commerce company does not agree to purchase the goods, the trial contract will be invalid. If the goods have been delivered to the e-commerce company, the time of transfer of the risk of the goods should be calculated from the date when the e-commerce company agrees to purchase.
Tips
The above are the precautions for trial contracts. E-commerce companies must not only fulfill the terms, but also safeguard their own interests. In addition, e-commerce companies must carefully consider before deciding whether to purchase the supplier’s goods.