Sample of an additional agreement on changing details according to 44-FZ

A contract is given legal force only when it contains essential terms. These include prices, dates, deadlines, etc. Details do not apply to essential conditions. However, they are usually included in the contract. Details are required, for example, to transfer money under an agreement. Sometimes they may change. An error in specifying details is not considered significant. However, it is still recommended to clarify them. Otherwise, problems may arise when transferring money. For clarification, an additional agreement on changing details is used.

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What does the additional agreement change?

With this additional agreement, the customer and supplier change the following information:

• Name of the organization;
• TIN, checkpoint;
• location,
• legal address or postal address;
• bank information, settlement account, correspondent account, BIC and others.

In clause 8, part 2, art. 103 44-FZ states that information about the signing of an additional agreement to change the details of one of the parties is entered into the register of contracts. The conditions that have changed are also indicated there.

Still have questions? Use free instructions from ConsultantPlus experts to draw up an additional agreement to the contract without errors.

How to draw up a supplement to a contract

It is not difficult to draw up a sample additional agreement on changing details. To do this, it is necessary to prepare a document that will contain a clause on the adjustments made to the organizational data of one or both parties. The agreement must be signed by both parties.

At the same time, a sample additional agreement on changing details can be drawn up in simple written form, despite the fact that the main government contract has been registered. In some cases, such additional agreements may not be registered. Registration is necessary for third parties to certify essential contractual terms (clause 3 of Article 433 of the Civil Code of the Russian Federation). As stated earlier, organizational information is not an essential term of the contract. An agreement on changing data is necessary primarily for the customer and the supplier themselves.

When forming the document itself, it is necessary to fully state in the new edition the section “Parties’ details” of the government contract. Next, the specialist should check the original contract to see if the changed information is mentioned in other sections. If such information exists, then it must also be included in the sample additional agreement to the agreement on changing details.

The document is drawn up in two copies, one copy for each of the parties. If necessary, you can enter information into the main government contract that an additional agreement was formed to the contract, indicating its serial number and date.

Explanations on the topic

About the author of this article

Dmitry Sidaev Higher and specialized education in procurement: KhSUEP, diploma with honors in the specialty “Jurisprudence” and GAPM named after. N.P. Pastukhova, diploma with honors in the program “Procurement Management”. Author and ideological inspirer of the projects “GoodWin Project: Tenders made simple” and “Antidote 44-FZ: a cure for headaches in procurement.” Trains in procurement under 44-FZ, advises suppliers and customers, works as a guest manager of the tender department. Invited expert in many projects on public procurement.

Other publications by the author

• 2021.12.27223-FZ Non-competitive procurement from SMEs under 223-FZ will be carried out in the form of an electronic store
• 2021.12.27EISNew registration procedure in the EIS for customers
• 2021.12.23223-FZMemo to government purchasers: what needs to be done in December under 44-FZ and 223-FZ
• 2021.12.20 State Defense Order Changed the provision on the approximate terms of contracts for state defense orders

How can I clarify my details?

Incorrectly specified details are considered a minor error. They do not entail the loss of legal force of the document. As a rule, the courts recognize them as a technical error. The agreement will remain in force if the parties to the agreement can be identified using the specified information. However, clarification of the details is necessary, first of all, for the parties to the agreement themselves. Please note that these details will be used when performing the following operations:

• Creation of primary documents.
• Settlements with the counterparty.

If the details are entered incorrectly, these operations will not be carried out correctly. To clarify the details, you can take these steps:

• Drawing up an additional agreement to the contract.
• Sending a written notice to the counterparty.

That is, it is not necessary to draw up an agreement. Enough notice. But when completing it, it is important to confirm that the document was sent to the counterparty. As a rule, it is the additional agreement that is drawn up. This is the most reliable option.

IMPORTANT! It is strongly recommended that you clarify incorrect bank details. If this is not done, a lawsuit for unjust enrichment may be initiated.

Cases when it is possible to draw up an additional agreement under a contract under 44-FZ

As we wrote above, amendments to the contents of the public procurement agreement are made on the basis of clause 1 of Article 451 of the Civil Code of the Russian Federation. It says that the original version of the contract can be revised or terminated if there are important changes in the situation in which it was concluded, and this condition could not be taken into account at the time of signing the document.

The parties to the transaction do not have the right to change the essential clauses of the current agreement. The list of exceptions is given in Article 95 of the Law on Public Procurement (Federal Law No. 44 of 04/05/2013). One of them states that the possibility of drawing up an additional agreement must be specified in documents, including in the contract itself.

When developing amendments to procurement contracts, a number of additional conditions must be observed in the following cases:

• The contract value decreases, but the quantity and quality of products (services) remains unchanged.
• The customer wants to increase or reduce the scale of deliveries (work performance) to a maximum of 10%.
• The regulated prices for products (services), for example, in the water supply agreement, have changed.
• The contract was concluded for medical care of a client abroad (the price of these services, as a rule, fluctuates in one direction or another, based on the doctors’ prescriptions).
• Fulfilling the government contract under current conditions is not possible.
• Budgetary allocations (BAP) have decreased. This motive for drawing up a DS is based on Article 161 (clause 6) of the Budget Code of the Russian Federation. When changing limits, the state customer is obliged to link the new conditions of the initial obligations with the current situation.

In addition, an additional agreement under the contract under 44-FZ can be drawn up on the basis of:

• Decrees of the Government of Russia (if a federal order worth more than 10 billion rubles is intended for a period of more than 3 years and cannot be fulfilled under existing conditions);
• orders of the Administration of a constituent entity of the Federation (if it is impossible to implement a government contract worth 1 billion rubles or more, signed for three years to meet the needs of the region);
• decisions of executive bodies of local self-government (if a municipal order for 500 million rubles and more for a period of more than 1 year cannot be fulfilled on the original terms of the parties);
• changing supplier details;
• A separate case of signing an additional agreement is the premature refusal of a government contract.

A little earlier (until 2021), it was allowed to adjust the period of execution of the contract, the cost and volume of products (work, services) in the case when the period ended in 2021. That is, in order to change the price of the government order or the list of additional works, it was possible to easily issue additional agreement on the contract under 44-FZ.

The importance of details from a legal point of view

An agreement (under Part 1 of Article 432 of the Civil Code of the Russian Federation) is considered concluded after its participants reach agreements (among themselves) on all the essential terms of the agreement in the required (in certain cases) form.

First of all, such a condition (in all cases) will be the subject of the contract (what it is about). For different contracts, different regulations provide for different essential conditions. In addition to the subject, this can be the term, price, and mode of fulfillment of obligations, plus all those conditions regarding which agreements must be reached (at the will of one of the parties).

Thus, the attributes of the parties to any agreements are not among the essential terms. And if they are absent or incorrectly indicated in the contract, as well as for one of the parties, this may become a problem, for example, at the stages of generating primary documents or making calculations, but in general the transaction will be valid. Such errors, according to the courts, are purely technical and can be easily eliminated. True, for this it is necessary that the specific party to the agreement can be easily identified from the information that is available.

The situation can become more complicated if there is an error in bank details, as this can give rise to a whole range of litigation related to the recovery of unjust enrichment. Therefore, it is bank attributes that should be reviewed especially carefully.

What is considered a prop

Details are considered information (digital codes) that allow the identification of a specific person (individual, organization, entrepreneur, enterprise). Each of the designated persons must have such data. We are talking about open and mandatory information about a specific person, which is necessary to interact with him. We provide specific examples of such information just above and in the sample document at the end of the article.

Let's say, for legal entities the list of such data will be as follows:

• names (full, plus abbreviated);
• company registration address (legal) with the obligatory indication of postal code. It happens that it differs from the place of actual activity;
• contacts for communication - telephone, fax, e-mail;
• OGRN - main state registration number (13 characters). It is assigned by the Federal Tax Service at the time of registration;
• TIN (in this case ten-digit) - taxpayer identification number issued by the Federal Tax Service;
• KPP (nine-digit) - code for the reason for tax registration;
• OKPO code is a code from the All-Russian Classifier of Enterprises and Organizations; it is used to determine the scope of the organization’s activities. It is issued by the territorial division of Rosstat;
• code according to OKVED (you can select several) - code according to the All-Russian Classifier of Types of Economic Activities. The company selects it independently;
• information about the company's current account and the correspondent account of the bank where it is opened, BIC of the bank serving the company. The bank will provide the data.

Is it necessary to draw up an additional agreement?

Please note that changing data does not require signing an additional two-sided document. It is enough to simply notify the counterparty in writing and make sure that your notice is received by the addressee. Many business contracts provide for the mutual obligation of the parties, when any information about the company changes, to notify the counterparty within the period established by the contract by mail or other means. But practicing lawyers still prefer to formalize all adjustments by signing written agreements.

How to draw up an additional agreement if one of the parties to the transaction has changed details?

Each contract contains information about its parties that allows them to be identified. This information does not relate to the essence of the agreements between the parties, but allows us to determine that the agreement was concluded between specific legal entities that have specific bank accounts, names, addresses, etc.

While the terms of the transaction are negotiated upon its conclusion, the details of the parties are not agreed upon, since they are recorded in the title and other documents of the organizations acting as parties to the contract. Before signing the contract, the data is checked against the documents and is limited to this.

There may be situations when the details of the organizations participating in the concluded agreement change after its entry into force. In this case, the reliability of the information in the agreement is distorted. This may not be so critical if the address of the location of one of the parties to the agreement changes, but it is of key importance if, for example, the current account number and information about the banking organization have changed.

If a change has taken place, the organization must inform all counterparties about it. To be on the safe side, it is recommended to enter into an additional agreement on changing the details of the partner organization.

Information to be indicated in the document

The additional agreement on changing details contains the following information:

1. The name of the document, its date and number.
2. Information about the main agreement (date, number).
3. Information about the parties to the transaction (can be copied from the main agreement).
4. Information about what changed information is to be included in the contract.
5. Information about the start of the amendments.
6. Signatures of persons who entered into an additional agreement.

Any additional agreement is drawn up in the same form as the main one. This means that if the main document is drawn up in writing, then the additional one. the agreement must be in writing. If the main agreement is certified by a notary, then the additional agreement is certified by him.