The facts of the case are complex. To simplify, the seller sold commercial goods to the buyer. The sales contract, which has undergone certain permutations, stipulated that parties to the contracts for the sale of real estate should be very careful when drawing up VAT clauses. Complex transactions typically require well-developed contracts. But how exactly do you see the tax clauses in your written contracts or agreements? A poorly developed contract can often have unintended consequences with respect to VAT (VAT) and the responsibilities of the parties. The agreement should also state that if the invoice is issued and the price is paid at the time of the transfer, the buyer must provide a guarantee for both the purchase price and the amount of VAT. Of course, it is important that the risk is borne by the party that makes the mistake and entails the obligation of value-added tax and other costs. This is a common practice in every transaction, and lawyers must identify risks and ensure that their client`s position is protected. But this aspect of the treaty is like any other party – it is to be negotiated between the parties. For example, I have seen draft VAT clauses that contain formulations such as “all costs and costs incurred.” Sounds a little open to me. Who decides what costs to consider? Should there be some kind of cap for such costs? In both cases, both parties should insist on “basic” VAT clauses proving that the net price is unique and that VAT is at a reasonable rate (in this case, 20%) added to the net price.
The buyer only pays VAT if the supplier issues a correct VAT bill. The agreement also provided that the buyer had to pay VAT in exchange for the delivery of a tax bill if the South African Revenue Service (SRAS) decided that VAT should be paid (the zero rating was not valid for any reason). If the transaction is structured as an ongoing transaction with a zero-rating transaction, the parties should include the mandatory declarations in the sales contract, including that the transaction is sold as a current entity, that the price includes VAT at 0% and that the entity will be an income-related activity at the time of the transfer. There are potentially many VAT issues for even the most linear transaction. But one way or another, remember that VAT is an aspect of the transaction as a whole, and you can negotiate the content of the VAT clauses in the same way as everything else. You can accept, for example. B, to accept some kind of mediation for VAT disputes in exchange for lower prices or better terms of payment. Everything is there for the recording. The agreement should specify the purchase price and whether or not it excludes VAT. (If the agreement says nothing about it, the price is considered VAT).
Both buyers should also require a clause stating that they will not pay VAT if HMRC decides that the sale is not subject to 20% VAT; if the sale of another VAT rate (5% or 0%) be exempt from VAT. This would apparently have resolved the issue in a venerable manner, but the Court of Appeal decided that it could go beyond these points.