Contract requirements in Belarus

Text of contract

Relations of the parties are predetermined by contractual terms as well as the applicable law that means if there are no certain provisions in the contract (for example, there is no liability of the party provided) and a dispute arises, the provisions of valid legislation are applied.

Preamble of the contract shall contain:
1.    name of the contract (sale and purchase, delivery, commission, etc);
2.    date the contract is drawn up;
3.    place the contract is signed;
4.    full firm names of partners as they are registered in the register;
5.    names of the parties under the contract (buyer, vendor, leaser, etc.)
6.    detailed description of a title, last, middle and first name of a person who signs the contract as well as the document that confirms his/her powers to sign the contract.

Checking the powers of the person signing the contract

If it’s a director, one should make sure that he/she actually is the director (ask to show a decision about his appointment, certification, minutes of the meeting of members).

When it is a person acting under a proxy, it is necessary to pay attention to the following after you’ve checked his/her identity:
- Signature of the head of the organization and a stamp;
- Date of the proxy issue (the proxy is invalid without it);
- The term the proxy is issued for:
- The scope of powers.

The powers of the person to sign banking documents do not mean the power to sign contracts on behalf of the enterprise.

Subject matter of the contract. Rights and duties of the parties

The contract shall agree the duties and rights of one party to the contract; rights and duties of the second party to the contract; term for execution of the parties’ obligations; place for execution of obligations of each of the party; way of execution of the obligations (procedure of actions, their sequence and terms).

Other contractual provisions

Additional contractual terms are the following: term of contract validity; liability of the parties. Every kind of obligations (duties) of one partner shall provide relevant liability; ways to secure the obligations (there are four main ways for obligation security: a fine, pawn (deposit), guarantee, advance payment); grounds for pre-term termination of the contract by one party and the procedures of the parties’ actions; a provision about information confidentiality; procedure for dispute settlement. If the contract is concluded between the companies from different states, the contract may include an arbitration clause stipulating a dispute settlement in International Arbitration Court of the Republic of Belarus at the Belarusian Chamber of Commerce and Industry or other authority.

Besides for the contract, the relations of the parties are as well regulated by the valid legislation that is why a phrase “In cases not provided by this contract the parties are governed by valid civil legislation” shall be used. If these contracts are concluded between the legal entities of different states, it is needed to additionally stipulate the applicable legislation. In this case the attention shall be paid so that this clause and the arbitration clause are the same.

The signing of a contract proves the conclusion of the contract. As a rule, it includes a hand-written signature of the authorized representative of the company as well as a stamp of this company. If there is no stamp on the contract it does not mean the contract is automatically invalid. The law gives the crucial meaning of the person’s powers to sign the contract.

The contract is the most important evidence in economic or arbitration court if any dispute arises.

Variations in contract reading shall not be admitted. If the contract text has different provisions in regard to one and the same contractual term, at all other conditions equal it is considered that the parties have not reached an agreement in regard to this term.