Sample protocol of disagreements for the Goods Supply Agreement
Protocol of disagreements No. 3 to the Supply Agreement dated XX.ZZ.YYYY No. AA/BBB
Tomsk
29.06.2019
OJSC "Prestige M", hereinafter referred to as the "Buyer", represented by accountant Kuznetsov Innokenty Igorevich, acting under a power of attorney dated January 12, 2019, on the one hand, and SME "Novostroy", hereinafter referred to as the "Supplier", represented by engineer Sinelnikov Gleb Vasilievich, (power of attorney dated 02/11/2019), on the other hand, drew up this document for the supply agreement dated XX.ZZ.YYYY No. AA/BBB.
Text in the offer proposed by the Buyer:
"P. 4.1. According to clause 3.9 of the Agreement."
Change to:
"P. 4.1. The delivery time for materials upon receipt by the Supplier of an advance payment of 20% of the total amount under the Agreement is 45 calendar days (excluding holidays).
Buyer's original version:
"P. 4.5. According to clause 3.11 of the Agreement."
Change to:
"P. 4.5 The day of fulfillment of obligations is the date of shipment of materials and signing by the Buyer of the delivery note in the prescribed form.
Buyer's original version:
"P. 8.7. absent".
Supplier's edition:
"P. 8.7. If the Buyer is late in paying for materials, the Supplier has the right to demand payment of a penalty of 0.5% of the price of the materials supplied, but not more than 12% of the total debt, and the Buyer is obliged to pay it.
"P. 10.3. In accordance with agreement".
Suggested edition of the Supplier:
"P. 10.3 Disagreements that have arisen that cannot be resolved peacefully are considered by the Arbitration Court of Tomsk.”
The document is drawn up in two copies, each having equal legal force.
Position, full name, signature of the Buyer Position, full name, signature of the Supplier
Ready-made example for a Service Agreement
Protocol of disagreements No. ____
to the Service Agreement dated June 28, 2019 No. 111/1111
Vladivostok
July 02, 2020
OJSC "Forget-Me-Not" represented by Deputy Director Chebotarev G.V., acting under a power of attorney dated June 19, 2019, hereinafter referred to as the "Executor", on the one hand, and PE "Solovey" represented by accountant Shashkov M.M., acting under a power of attorney from 06.25.2019, hereinafter referred to as “Customer”, on the other hand, drew up a protocol to the agreement dated _________No. ______ on the following:
Original edition by the Contractor:
"P. 1.4. The Contractor has the right to attract third parties to provide services without notifying the Customer.”
Suggested edition of the Customer:
"P. 1.4. The Contractor is obliged to personally provide services. The involvement of third parties is permitted only with the consent of the Customer.
Original edition by the Contractor:
"P. 7.7. not in the contract."
Suggested edition of the Customer:
"P. 7.7. Unagreed issues that are not settled peacefully are considered by the arbitration court at the registration address of the legal entity that is the plaintiff.
Position, full name, signature of the Contractor Position, full name, signature of the Customer
What changes can you make?
The law in no way limits the list of changes that the other party can propose. It is allowed to specify the subject of services, change the price, and clarify the specific wording of any condition. It is clear that it is impossible to require a law firm to provide services for setting up an engine, but clarifying the list of specific actions and ensuring its compliance with the technical specifications is not prohibited. If the other party does not agree, it must notify its disagreement in writing. Most often, within the framework of a contract for the provision of paid services, disputes arise under the following conditions:
- quality of work and their compliance with legal requirements
- inconsistency of services with specifications and liability for their shortcomings
- a list of specific performers, if the client can choose from specialists
- deadlines
- acceptance procedure
Rules for drawing up a protocol of disagreements:
https://youtu.be/O2YqdlUafpQ
Drawing up disagreements regarding the Sales and Purchase Agreement
Protocol of disagreements No. 3
to the Sale and Purchase Agreement dated 05/30/2019 No. 5 between gr. Ivanushkin Leonid Georgievich and Krasnopolsky Stanislav Vladimirovich
Change the original version of the Seller:
"P. 6. Until the signing of contract No. 5 dated May 30, 2019, a car of the YYYY brand, model ZZZZ, license plate number XXXX, is not pledged and has not been sold to anyone.”
For the proposed version of the Buyer:
"P. 6. Until the signing of agreement No. 5 dated May 30, 2019, a car of the brand YYYY model ZZZZ, license plate number XXXX is not in pledge, has not been sold to anyone, is in dispute and is not under arrest.”
Full name, signature of the Buyer Full name, signature of the Seller
Sample of filling out the protocol to the Lease Agreement
Disagreement Protocol No. 1
to the lease agreement for non-residential premises dated May 13, 2019 No. 9/14 between Alliance Pro LLC and Studio F LLC.
Verkhnyaya Pyshma
06/05/2019
Initial version of the Lessor:
"3.3. The monthly rent is 4050 (four thousand fifty) rubles.”
"4.2. The warehouse lease period is 1 (one) year.”
Suggested version of the tenant:
"3.3. The monthly payment for the warehouse is 3,500 (three thousand five hundred) rubles.”
"4.2. The warehouse lease period is 2 (two) years.”
Lessor: Director of Alliance Pro LLC _____________ Tverdokhlebov P.R.
Tenant: Director of Studio F LLC _____________ D. M. Livshits
Protocol of disagreements to the Agreement with the management company
Disagreement Protocol No. 1
to the Management Agreement for a multi-apartment residential building dated 06/03/2019 No. 14/27
Simferopol
June 26, 2020
Management Company “Your Comfort”, represented by the head Nikolay Anatolyevich Severov, acting on the basis of the Charter, hereinafter referred to as the “Management Company”, on the one hand, and Angelina Germanovna Verbovaya, hereinafter referred to as the “Owner”, on the other hand, drew up this document based on the results of negotiations on controversial clauses of the Management Agreement for a multi-apartment residential building dated 06/03/2019 No. 14/27 on the following changes:
Editorial Manager.
Owner's edition:
"P. 4.5.1. be excluded completely or stated as follows: In case of non-use of an apartment in the building, transfer to the Management Company your location address and contact telephone numbers, as well as the addresses and telephone numbers of persons who have the ability to organize access to the Owner’s apartment in the event of an accident.”
Full name, signature of the boss
Management company Full name, signature of the Owner
When is it necessary to draw up a protocol for introducing disagreements?
When preparing a contract, you should track all points that cause disputes and include them in the protocol. This is necessary in various circumstances of concluding a contract:
- if the law does not allow you to refuse the deal, and the clauses included in the offer do not suit the other party;
- in cases where the parties have the right to decide on cooperation issues themselves and they need to clarify and record some points.
This document is used quite often. In addition to the contract, it is also applied to other legal documents and civil acts. Often, the reconciliation of disagreements is formalized when additional agreements are signed.
When signing a contract with a document regarding disagreements, it is recommended to note that all points that are present in the protocol are carried out precisely in this wording, and not in the one specified in the corresponding article of the contract.
Let's look at an example
A private businessman, organization, company cannot refuse to enter into a public agreement if there is an opportunity to provide services or products to the consumer. This does not mean that you have to agree to unfavorable conditions. The legislation allows a way out of the situation - without refusing to sign the agreement, by adjusting the clauses of the offer proposed by the other party.
It is also permissible to prepare and sign an appropriate protocol in a situation where mandatory cooperation is not provided. If there are complaints about ambiguous wording, an offer drawn up in bad faith, or unfavorable terms of the contract, you should use the opportunity to reflect this in a paper regarding disagreements. If such a protocol is drawn up, all unagreed discrepancies regarding the transaction will be accepted for consideration by the arbitration court.
Laws and deadlines
When filling out the protocol form, it is taken into account that it can be in electronic or printed form. According to the law of April 5, 2013 No. 44-FZ, the document is drawn up in any form. It is valid only together with the main official papers. It cannot be considered as a separate or independent document.
If, when signing a contract, the services of a notary are used to certify the information, then the protocol must go through the same procedure. The law clearly states the deadlines:
- To verify the project, no more than 5 days are given from the moment the draft contract is posted on the electronic platform.
- The period for posting on the electronic platform is 13 days.
- Signing the protocol of disagreements according to the agreement and according to the sample takes one month. During this time, it is necessary to eliminate contradictions.
The counterparty must read all documents. If you agree with them, signing occurs. If there are still uncoordinated points, a disagreement reconciliation form is drawn up. It must define all positions in detail. When drawing up, you must immediately sign the numbers of the contracts to which this appendix goes. If the paper has a title, that should also be mentioned. This will allow problems to be resolved more effectively if they arise during the interaction between the parties.
https://youtu.be/EkVwNgga_rI
How to correctly draft disagreements to the Agreement?
The regulatory legal acts of the Russian Federation do not contain an approved form, form or special requirements for a document recording controversial issues. It is compiled based on the established unwritten rules accepted among entrepreneurs. It is also necessary to adhere to the rules of office work.
This must be a separate written document indicating:
- his name;
- DDMMYY and the place where it was written;
- Document number;
- DDMMYY and the number of the agreement to which it is drawn up;
- name of the companies participating in the transaction (for citizens - full name, passport details);
- it is recommended to indicate the position, powers (document confirming the status) of persons with the right to sign;
- the initial points of the agreement that cause disagreement and proposals for their new wording.
The main block of the document described in this article, which reflects the contradictions between the parties to the transaction, the old and new interpretation of the clauses of the agreement, is often drawn up as a table, which is convenient for clarity.
The following columns are provided:
- First: the number of the clause of the agreement causing disagreement is recorded.
- Second: the original wording in the text.
- Third: a new version of the disputed contract, as presented by the counterparty.
- Fourth: note.
The last column is intended for entering justifications and clarifications. Its not mandatory. Below, after the main block, there should be signatures of the parties with a full transcript.
When preparing a document, you must adhere to the logical structure of the content. It is important not to make grammatical or spelling errors. Cross-throughs, the use of corrective means, corrections and erasing of characters are not allowed.
The following mistakes should be avoided:
- distortion of the meaning of a statement by violating the sequence of words in a sentence;
- replacement of concepts;
- incorrect use of definitions;
- the use of words or expressions that contradict the meaning;
- incorrect use of pronouns.
Stages of agreeing a contract: step-by-step instructions
In each specific case, agreements can be agreed upon in different ways, including without official documents. However, it is more legally correct to follow this sequence:
- The party is sent an offer (or a draft agreement), which is supposed to be used as the main agreement for further cooperation.
- The party expresses disagreement with certain provisions and draws up a corresponding protocol.
- The initial proposal is agreed upon within a certain period or rejected - then the contract will not be signed.
If the protocol has been agreed upon, then two scenarios are possible.
Option 1:
The parties sign both the protocol and the agreement, indicating in it that the contradictions between them remain, therefore the main agreement will be valid within certain limits.
Option 2:
All contradictions have been eliminated, so the text of the agreement is adjusted and signed. The meaning of the protocol is lost and it loses legal force because it has served its purpose.
Template (form) to fill out
See sample forms (templates) to fill out.
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Real document examples: samples and videos
And finally, a few real documents (the content is presented in table form).
Commentary from a practicing lawyer on the meaning of this document.
