The Civil Code of Ukraine No. 435-IV is effective in the version dated 05.08.2026. This has been verified on the official portal of the Verkhovna Rada of Ukraine.
For a store, the Civil Code regulates contracts, payments, supply of goods, prepayments, debts, warranties, exchanges, and returns.
The rights of individual consumers are additionally regulated by the current Law of Ukraine «On Consumer Rights Protection» No. 1023-XII. Online sales are also governed by the Law of Ukraine «On Electronic Commerce» No. 675-VIII.
This material is for informational purposes. The terms of major contracts, debt collection, and disputes with customers or suppliers should be reviewed with a lawyer.
Key Points in One Minute
| Situation | What the Store Needs to Do |
|---|---|
| Making an agreement with a supplier | Specify the product, price, delivery date, and payment terms |
| Someone signs a contract on behalf of the company | Check their authority |
| A customer or counterparty owes money | Record the amount owed and the payment due date |
| Accepting a prepayment | Link it to the product and the delivery date |
| Selling goods in a store or online | Provide accurate information about the product |
| A customer requests an exchange or return | Check the reason, purchase date, and condition of the product |
| Selling a product under warranty | Keep records of the sale date, warranty period, and serial number |
| There is an old debt or dispute | Check the limitation period |
Record the Key Terms of the Contract
An agreement with a supplier or customer should be recorded so that it is clear:
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which product is being sold;
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the quantity of the product;
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the price;
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when it must be delivered;
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when payment must be made;
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who pays for delivery;
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what to do with defective goods;
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what happens in the event of a delay.
A contract is binding on the parties once it has been concluded. For many transactions, the law allows written form in electronic format. The terms of the agreement may be recorded in electronic documents and messages.
For a business owner, the practical rule is simple: important delivery and payment terms should be documented.
In Torgsoft
The «Document → Trade with Invoice Issuance» mode includes the «Commercial Offer», «Invoice», «Delivery Note», «Return», and «Customer Payments» tabs. This mode also allows payments to be made in installments and goods to be shipped without payment.
The software helps manage transaction documents. The requirements for the form of a specific contract are determined by law.
Legal provisions: Civil Code of Ukraine, Articles 207, 208, 626, 629, 638.
Civil Code of Ukraine No. 435-IV
Check Who Signs the Contract
A contract on behalf of a company must be signed by a person authorized to do so.
This may be a director or a representative acting under a power of attorney.
Before a major purchase or sale, check:
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the signatory's full name and position;
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the basis of their authority;
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the power of attorney, if required;
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the date of the power of attorney;
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the scope of authority.
A power of attorney without a date is null and void, meaning that the law does not grant it legal effect.
Employee permissions in Torgsoft relate to access to software functions. They do not grant legal authority to sign contracts. In Torgsoft, user permissions are configured through «Settings → Users».
Legal provisions: Civil Code of Ukraine, Articles 92, 237, 241, 244, 247.
Civil Code of Ukraine No. 435-IV
Specify Exact Delivery and Payment Terms
The law requires obligations to be fulfilled in accordance with the contract. Simply put, if the contract states that the goods must be delivered by September 20, this deadline must be met.
Therefore, it is better to use specific wording in contracts:
«Payment within 5 business days».
«Delivery by September 30, 2026».
«Payment within 3 days after receipt of the goods».
If the performance period is not specified, in the cases provided for by Article 530, the creditor may make a demand. As a general rule, the debtor has seven days from the date of receiving such a demand, unless otherwise provided by the contract or law.
If the Counterparty Does Not Pay
For an overdue monetary debt, the creditor may claim:
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the debt itself;
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inflation losses;
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3% annual interest on the overdue amount, unless a different rate is established by the contract or law.
In Torgsoft, in the «Payment → Balance with Partners» mode, you can view debts to suppliers and customers, as well as the mutual settlements record.
Legal provisions: Civil Code of Ukraine, Articles 526, 530, 625, 692.
Civil Code of Ukraine No. 435-IV
Link Prepayments to a Specific Order
If the store has received a prepayment, you should record:
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which product it was made for;
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the amount;
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the payment date;
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the product delivery date;
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the remaining amount due.
If the seller has received a prepayment but has not delivered the goods within the agreed period, the buyer may demand either the goods or a refund of the prepayment. This is expressly provided for by Article 693 of the Civil Code of Ukraine.
In «Trade with Invoice Issuance», payments can be made in installments. On the «Customer Payments» tab, a payment can be linked to a specific invoice.
Legal provision: Civil Code of Ukraine, Article 693.
Civil Code of Ukraine No. 435-IV
Check Product Information
The seller must provide the buyer with the necessary and accurate information about the product.
For a store, this means that the name, model, specifications, package contents, price, and other essential information must correspond to the product that the buyer actually receives.
This rule also applies to products selected by the buyer based on a description, catalog, or photograph.
For online stores, the Law of Ukraine «On Electronic Commerce» No. 675-VIII also applies. Its current version on the Verkhovna Rada portal is dated 01.01.2024.
Legal provisions: Civil Code of Ukraine, Articles 699, 700, 702, 704.
Civil Code of Ukraine No. 435-IV
Law of Ukraine «On Electronic Commerce» No. 675-VIII
Process Product Exchanges and Returns Correctly
For non-food products of proper quality, the Civil Code of Ukraine provides 14 days for exchange, excluding the day of purchase, unless the seller has established a longer period.
For such an exchange, the product must:
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not have been used;
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retain its marketable appearance;
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retain its consumer properties;
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have proof of purchase from this seller.
If the required product is not available for exchange, the buyer may return the purchased product and receive a refund.
Exceptions apply to certain categories of goods. Stores must also take into account the current Law of Ukraine «On Consumer Rights Protection» No. 1023-XII.
In Torgsoft
Returns are processed through «Document → Return». You can find the sale by receipt, select the product, and process the refund.
This preserves the link between the sale and the return in the software.
Legal provisions: Civil Code of Ukraine, Articles 707, 708.
Civil Code of Ukraine No. 435-IV
Law of Ukraine «On Consumer Rights Protection» No. 1023-XII
Keep Track of Products Under Warranty
If a product has a warranty, the store should keep information about:
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the sale date;
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the product itself;
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the buyer, if their details are recorded;
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the warranty period;
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the serial number, if the product has one;
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customer claims regarding defects.
Under Article 709 of the Civil Code of Ukraine, a request for the free elimination of defects must, as a general rule, be fulfilled within 14 days or within another period agreed upon by the parties.
For each day of delay in eliminating defects as provided for by this article and for failure to provide an equivalent product for the duration of the repair, the seller must pay a penalty of 1% of the product's value.
For example, for a product worth UAH 20,000:
20,000 × 1% = UAH 200 for each day of the relevant delay.
In Torgsoft
The «Warranty Product Tracking by Serial Numbers» option allows you to keep records of serial numbers and warranty periods. In «Warehouse → Warranty Tracking», you can see the sale date, serial number, warranty period, and the number of days remaining until it expires.
Legal provisions: Civil Code of Ukraine, Articles 676, 708, 709, 710.
Civil Code of Ukraine No. 435-IV
Do Not Leave Old Debts Unmonitored
The limitation period is the period during which a person may apply to a court to protect their rights.
The general limitation period is three years. The law establishes different periods for certain claims. For example, a one-year period applies to claims for penalties and claims related to defects in sold goods.
Therefore, for counterparties' debts, it is advisable to keep:
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the contract;
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the invoice;
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the delivery note;
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the payment due date under the contract;
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actual payments;
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correspondence;
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payment demands.
Legal provisions: Civil Code of Ukraine, Articles 256, 257, 258, 261, 267.
Civil Code of Ukraine No. 435-IV
What Sole Proprietorships Need to Know About Liability
A Sole Proprietorship is liable for debts related to its business activities with its property. The exception is property that cannot be subject to enforcement under the law. This rule is expressly established by Article 52 of the Civil Code of Ukraine.
A different general rule applies to LLCs. A legal entity is liable for its obligations with its own property. As a general rule, a participant in a legal entity is not liable for its debts, except in cases established by law or the constituent documents.
This should be taken into account before major purchases, credit agreements, and sales with deferred payment.
Legal provisions: Civil Code of Ukraine, Articles 52, 96.
Civil Code of Ukraine No. 435-IV
What to Check in the Store
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Review contracts with your main suppliers.
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Specify delivery and payment terms in contracts.
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Check the authority of people who sign major contracts.
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Link prepayments to specific orders.
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Compare product descriptions with their actual specifications.
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Process returns as separate transactions.
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Track warranty periods for products where required.
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Regularly review customer and supplier debts.
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Monitor the deadlines for filing claims.
What Will Change
The new Law of Ukraine «On Consumer Rights Protection» No. 3153-IX has already been adopted, but as of 17.09.2026 it has not yet entered into force. The law will enter into force one year after its publication, but not earlier than the date of termination or cancellation of martial law.
Once it enters into force, the rules for retail sales and product returns will need to be reviewed again.
Sources
Civil Code of Ukraine No. 435-IV: Articles 52, 92, 207, 208, 237, 241, 244, 247, 256–258, 261, 526, 530, 625, 626, 629, 638, 676, 692, 693, 699, 700, 702, 704, 707–710.
Official Text of the Civil Code of Ukraine
Law of Ukraine «On Consumer Rights Protection» No. 1023-XII.
Official Text of Law No. 1023-XII
Law of Ukraine «On Electronic Commerce» No. 675-VIII.
Official Text of Law No. 675-VIII
See how stock, documents and payments are connected
The Torgsoft demo lets you reproduce typical store operations and review the data used by an accountant.
- Stock movement Record goods receipts, sales, returns, write-offs, transfers and stocktakes.
- Documents, payments and fiscal receipts Compare stock documents, payment methods, balances and linked fiscal receipts.
- Multiple businesses Review how documents, fiscal registers, accounts and reports are separated between sole traders and legal entities.
Try it with your own example
The demo is available for 30 days. During a consultation, you can check whether Torgsoft fits your accounting workflow.
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