Chương II Nghị định 52/2013/NĐ-CP thương mại điện tử: Giao kết hợp đồng trong thương mại điện tử

Chapter II

CONCLUSION OF CONTRACTS IN E-COMMERCE

Section 1. E-DOCUMENTS IN COMMERCIAL TRANSACTIONS

Article 9. Legal validity as the original

1. E-documents in commercial transactions are legally valid as the original if fully meeting the following two conditions:

a/ There is a reliable assurance of the integrity of information contained in e-documents from the time the information is first generated in the form of e-document;

b/ Information contained in the e-document is accessible and usable in complete form when necessary.

2. The criteria for assessing the integrity of information are completeness and unalteredness, apart from changes in the form arising in the process of communication, storage or display of the e-document.

3. The criteria of reliability assurance are when one of the following measures is applied on the basis of agreement between parties exchanging and using the e-document:

a/ Signing the e-document with the digital signature granted by a lawful digital signature certification service provider;

b/ Storing the e-document in the system of a licensed e-contract certification service provider that the parties have agreed to select;

c/ There is an assurance from the trader or organization providing infrastructure for the generation, sending and storage of the e-document about the integrity of the information contained in the e-document during the sending and storage in the system;

d/ Other measures as agreed upon by the parties.

Article 10. Time and places of sending and receiving e-documents

1. The time of sending an e-document is the time that e-document leaves the information system under the control of the originator or his/her representative. In case the e-document does not leave the information system under the control of the originator or his/her representative, the sending time is the time of receiving the e-document.

2. Unless otherwise agreed by the parties, the time of receiving an e-document is the time that e-document reaches the accessible e-address indicated by the recipient.

3. The place of business of the originator is regarded as the place of sending e-documents and the place of business of the recipient is regarded as the place of receiving e-documents.

Article 11. Places of business of parties

1. The place of business of each party is the place indicated by that party, unless the other party states that it has no place of business at this location.

2. If one party has more than one place of business but does not indicate any place of business, the place of business is the one having the closest relationship with the related contract and in light all circumstances before and at the time of conclusion of the contract.

3. For an individual having no place of business, the place of business is the place of permanent residence registration of that individual.

4. A place where only machinery and technological equipment of the information system used by one party for conclusion of the contract are located or a place only from which the other parties may access that information system is not regarded as a place of business.

5. A place name associated with the domain name or e-mail address of a party is not necessarily related to the place of business of such party.

Article 12. Notice of proposal for conclusion of contract without a specific recipient

A notice by e-document of the proposal for conclusion of contract without a specific recipient is only a notice of offer for conclusion of contract. That notice is not regarded as a proposal for conclusion of contract, unless the notifying party specifies in the notice its responsibilities in case of receiving an acceptance reply.

Article 13. Use of automatic information systems

A contract that is concluded from the interaction between an automatic information system with a person or between automatic information systems cannot be denied its legal validity on the ground of no human check or intervention in each specific action performed by the automatic information system or in the conclusion of the contract.

Article 14. Information entry errors in e-documents

1. When a person makes an error in information entry in an e-document used for communication with the automatic information system of another party but this automatic information system does not support that person to correct the error, that person or the trader, organization or individual that person represents may withdraw the erroneous part of the e-document if meeting the two following conditions:

a/ As soon as being aware of the error, that person or the trader, organization or individual that person represents notifies the other party of the error, clearly stating that he/she has made an error in this e-document;

b/ That person or the trader, organization or individual that person represents has not used, or has not obtained any material benefit or value from, the goods or services received from the other party.

2. The right to withdraw the erroneous part of an e-document does not affect the responsibility to deal with the consequences of arising errors not prescribed in Clause 1 of this Article.

Section 2. CONCLUSION OF CONTRACTS USING THE ONLINE ORDERING FUNCTION ON E-COMMERCE WEBSITES

Article 15. Notice of proposal for conclusion of contract

If an e-commerce website has the online ordering function applicable to each specific goods or service introduced on that website, the introductory information about goods and services and relevant terms are regarded as a notice of proposal for conclusion of contract of the traders, organizations and individuals selling goods as prescribed in Article 12 of this Decree.

Article 16. Provision of terms of contract when using the online ordering function on e-commerce websites

E-commerce websites with the online ordering function shall provide customers with information about the terms of contract specified in Articles 30 thru 34 of this Decree before the time the customers send their proposals for conclusion of contract.

Article 17. Proposal for conclusion of contract

E-documents generated by customers and sent by using the online ordering function are regarded as their proposals for conclusion of contract for the goods or services associated with that online ordering function.

Article 18. Review and confirmation of contract contents

E-commerce websites must have a mechanism that permits customers to review, supplement, modify and confirm the transaction contents before using the online ordering function to send proposals for conclusion of contract. This mechanism of review and confirmation must meet the following conditions:

1. Displaying the following information to customers:

a/ Name of goods or services, quantity and type;

b/ Method and time of delivery of goods or provision of services;

c/ Total value of the contract and the details related to the payment method selected by the customer.

Such information must be capable of being stored and printed on the information system of customers and being displayed later.

2. Displaying to customers information about the way of responding to the proposal for conclusion of contract and time limit for responding to the proposal for conclusion of contract.

3. Permitting customers to select the cancellation of transactions or confirmation of the proposal for conclusion of contract after reviewing the above information.

Article 19. Response to proposal for conclusion of contract

1. Response to accept or reject the proposal for conclusion of contract must be done in appropriate forms so that the information can be stored, printed and displayed in the customer’s information system.

2. Upon responding to accept the proposal for conclusion of contract, the trader, organization or individual selling goods shall provide customers with the following information:

a/ List of all goods or services that customers have ordered, the quantity and price of each product, and total value of the contract;

b/ Time of goods delivery or service provision;

c/ Contact information for customers to inquire about the status of contract performance when necessary.

Article 20. Termination of proposal for conclusion of contract

1. In case the trader, organization or individual selling goods has announced a time limit for response to proposals for conclusion of contract, if this time limit expires without any response to the customer, the customer’s proposal for conclusion of contract is regarded as no longer valid. The response of acceptance after this time limit is regarded as another proposal for conclusion of contract from the trader, organization or individual selling goods.

2. In case the trader, organization or individual selling goods does not announce any time limit for response to proposals for conclusion of contract, if within 12 (twelve) hours from the time of sending a proposal for conclusion of contract, the customer receives no response to his/her proposal, this proposal is regarded as no longer valid.

Article 21. Time of conclusion of contract when using the online ordering function on e-commerce websites

The time of conclusion of contract when the online ordering function on e-commerce websites is used is the time the customer receives the response from the trader, organization or individual selling goods to accept the proposal for conclusion of contract as prescribed in Clause 2, Article 19 of this Decree.

Article 22. Procedures for termination of contracts on e-commerce and other online services

1. Websites providing e-commerce services and websites providing other online services shall provide online tools for customers to send notices of contract termination when they no longer need to use services. This tool must satisfy the following conditions:

a/ Allowing customers to store and display notices of contract termination in their information systems after sending these notices;

b/ Having a feedback mechanism so that customers know that their notices of contract termination have been sent.

2. Websites providing e-commerce services and websites providing other online services shall disclose transparently and completely information on the process and procedures for contract termination including the following contents:

a/ Cases in which the trader, organization or individual provides the contract termination service and the mode of dealing with consequences of this contract termination;

b/ The time of termination of contract validity and the method of paying service charges in case the customer terminates the contract;

c/ If the website does not announce the time of termination of contract validity in case the customer terminates the contract, the time when the customer sends the notice is regarded as the time of contract termination.

Article 23. Conclusion of contracts on goods purchase e-commerce websites

The Ministry of Industry and Trade shall provide in detail the process of online conclusion of contracts on e-commerce websites developed by traders, organizations or individuals to purchase goods and services.