Shandong defuwei law firm ● click the blue word to pay attention to us ● Yu Yi, chief lawyer of the firm No.1 ｜ When signing a construction contract, we must grasp five details! After the implementation of the tax increase policy, it will directly affect the overall management level of enterprises
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The specific agreed form is the “price” or “price” referred to in the contract and other supplementary documents
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IV
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The following are the key points that should be clear in the contract terms and how the construction enterprise can sign the contract to save tax
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Let’s have a look
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After replacing business tax with value-added tax, there was an obvious difference between “materials supplied by Party A” and before replacing business tax with value-added tax
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3
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Failing to issue invoices to Party A at the agreed time or refusing to issue invoices; 4
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If the invoice is lost due to Party B, Party B shall be responsible for providing relevant vouchers or re issuing the invoice to ensure that Party A can deduct the corresponding input tax（ 4） In practice, there is a situation that the actual business is inconsistent with the items recorded in the invoice after the invoice is issued
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The invoice issued to Party A is false, or the invoice issued by others is inconsistent with the actual business; 2
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Specific agreement form: 1
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V
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clarify the obligations and specific requirements for issuing invoices
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Careful operation of enterprises in terms of contract terms is particularly important to prevent tax risks
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Other circumstances where Party A is unable to deduct the input tax due to Party B
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By doing a good job in early risk prevention, avoid relevant disputes that may occur in the process of performance, and effectively prevent risks（ 1） The form and substance requirements of the invoice issued by Party B in terms of invoice quality shall include: specific amount, special seal for VAT invoice, issuing time, specific provisions on summary Invoicing, etc., so as to ensure that the invoice is flawless（ 2） Terms of invoice issuance and delivery special VAT invoices need to be certified by the tax authorities within 360 days from the date of invoice issuance
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If the invoice is lost due to Party A, Party B shall provide a copy of the invoice bookkeeping copy and the tax declaration certificate of the lost special VAT invoice issued by the competent tax authority where Party B is located
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That is, important changes have taken place in the basis of VAT calculation.
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Taxpayer identification number of Party A: taxpayer identification number of Party B: 2
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Engineering services (including but not limited to installation, repair, decoration, etc.), amount: (subject to the services actually provided by Party B), applicable tax rate: 11%
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The specific agreed form is that after Party B issues the invoice, if the items recorded in the special VAT invoice such as service category and service price are changed, Party A shall notify Party B in writing: 1
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In the contract, detailed agreement shall be made on the information of the tax payer, the type and scope of taxable acts and the applicable tax rate, so as to ensure that the information of the contract subject is consistent with the information recorded in the invoice, and clarify the scope and applicable tax rate of different types of taxable acts, so as to avoid disputes in the process of performance, Realize Party A’s legal and compliant input tax deduction（ 1） The tax subject information clause shall specify the basic information, tax subject identity and tax calculation method of both parties in the contract, and stipulate that Party B shall notify Party A in time of any change in the tax subject identity of Party B
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In terms involving fines and liquidated damages, it is suggested to clarify that the contract settlement cost needs to include fines and liquidated damages in the process, that is, the amount of fines and liquidated damages needs to be included when the construction or supplier issues an invoice, but this amount will not be paid when the actual payment is made
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At the same time, it can also effectively avoid Party A’s economic losses and reduce the possible litigation costs in case of Party B’s breach of contract
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Engineering design, amount: (subject to the services actually provided by Party B), applicable tax rate: 6%; 2
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Party B fails to timely notify Party A of any change in the identity of the taxpayer; 6
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Party B shall issue and deliver the invoice first, and Party A shall not pay the corresponding amount until Party A completes the invoice certification; 2
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III
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The setting of liability for breach of contract can effectively restrict and urge Party B to provide legal and compliant invoices on time and according to the contract
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In case of the above circumstances (except Party B’s false opening), Party B refuses to correct the breach after being urged by Party A, and the single or cumulative amount of input tax loss of Party A reaches 20000 yuan (20000 yuan) or more, it shall be deemed as a serious breach of contract（ 2） Liability for breach of contract: if Party B constitutes the above serious breach of contract, Party A has the right to unilaterally notify Party B in writing to terminate the subcontract, and Party B shall bear the liability for breach of contract with the actual losses of Party A
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Specific agreed forms: (1) Party B’s following acts constitute a serious breach of contract: 1
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The tax calculation method for Party B to complete the taxable behavior under this contract is (1) general tax calculation（ 2) Simple tax calculation
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Party B is (1) general taxpayer（ 2) Small scale taxpayers
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The contract price shall specify the total contract price including tax, the contract price (excluding tax) and the tax amount
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Specific agreed form: 1
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Unless otherwise specified, it refers to the price including tax, including value-added tax and all other taxes
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The disposal of such situation shall be agreed in the contract to avoid the risk of being recognized as false invoice
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I
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If other items recorded in the invoice are changed, resulting in the cancellation of the invoice or any other defects, Party B shall reissue the invoice, reissue the invoice or provide other legal written materials within the time specified by laws, regulations and relevant policies to ensure that Party A can realize the legal deduction of the input tax of the corresponding amount, otherwise Party B shall bear the losses caused thereby
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In the contract, Party B’s Invoicing obligations, invoice quality requirements, issuance and delivery time, loss of invoices, changes in items recorded in invoices and their disposal measures shall be clearly agreed
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If the invoice is lost, Party B fails to cooperate with Party A to obtain other deductible vouchers or re obtain the invoice; 5
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The invoice issued to Party A cannot be certified, the certification is inconsistent, or any other invoice is invalid due to invoice defects; 3
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Clarify the relevant tax information terms
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if it is clear that the value-added tax in the contract price terms is extra price tax, a clear agreement on whether the contract price includes tax shall be made in the contract to avoid disputes in the later stage
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If Party A does not certify or deduct the invoice, Party B shall scrap the original invoice after receiving the notice, and reissue and provide the invoice to Party A within 10 days from the date of receiving the notice; 2
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If Party B’s identity of tax payer changes, it shall inform Party A in writing within 15 days from the date of change（ 2） Type, scope and applicable tax rate terms of taxable behavior specific agreed form: type and amount of taxable services under the contract (taking the subcontract including design as an example) 1
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If Party A has certified or deducted the invoice and the original invoice cannot be voided: if the amount to be invoiced increases, Party B shall issue a supplementary invoice to Party A within 10 days from the date of receiving the notice and provide an invoice for the increased amount; If the amount to be invoiced is reduced, Party B shall issue a red ink invoice to Party A for the reduced amount within 10 days from the date of receiving the notice; 3
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In order to avoid Party B claiming that it has completed its corresponding contractual obligations on the ground that Party A receives and certifies the invoice, it shall be agreed that “the act of party a receiving and deducting the invoice shall not be regarded as Party A’s confirmation of Party B’s performance”（ 3） The specific agreed form of the terms for handling the loss of invoices: 1
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clarify the circumstances of breach of contract and liability terms
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Overdue certification will lead to failure to realize deduction, and the terms of invoice issuance and delivery shall be clearly agreed
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how can construction enterprises save tax when signing contracts? 1
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Party B fails to pay the corresponding VAT to the tax authorities on time, resulting in Party A’s inability to deduct the input tax; 7
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If the contract price including tax is signed, the restriction of invoice type (special VAT invoice or ordinary VAT invoice) and tax rate must be attached, otherwise it will have a great impact on the project cost; If the price excluding tax is signed, the enterprise will determine the payment amount according to the invoice type
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Before and after replacing business tax with value-added tax, the tax basis of value-added tax changed
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