LANES | COMMERCIAL LAW

Kazakhstan has no special law on contracts with retail chains — everything turns on the drafting. Fix acceptance by quantity and quality, when risk passes, payment deferral, the terms for returning unsold goods, the size and nature of bonuses, and liability for unlabelled or expired goods. Returns and retrospective bonuses should be checked separately for VAT.

Two situations. A major transaction — where the value of the property exceeds the threshold set by law or the charter. An interested-party transaction — where a connected person is a party or beneficiary. Both require a decision of the general meeting or supervisory board. Without approval the deal can be challenged and losses recovered from the director. Check the thresholds with our lawyers.

Incoterms allocate who arranges and pays for carriage, insurance and customs, and the point at which the risk of loss passes to the buyer. Importantly, they say nothing about the transfer of title and do not replace the contract of carriage. The wrong choice of term is the most common reason for arguments over who pays when goods are damaged in transit.

Agreeing prices with competitors, carving up the market or jointly refusing to deal is the most serious infringement: turnover-based fines and sometimes a criminal case. In dealings with retailers the risks come from terms fixing the resale price and different conditions for comparable buyers. Each contract must be assessed on its own — much depends on market share.

If the services are supplied in Kazakhstan or the income counts as arising here, the customer acts as tax agent and withholds corporate income tax at source. Separately, VAT for the non-resident must be self-assessed; it is creditable where the conditions are met. A reduced treaty rate applies only where a certificate of tax residence is provided. Check the rates with our lawyers.

Rights in a mark arise only on registration. Until then you cannot stop others using a similar sign, and you risk a claim from whoever registered first. The application lists goods and services by class, protection runs for the statutory term and is renewable. Once registered, you can demand seizure of counterfeits and claim damages.

Yes, provided the dispute can be arbitrated at all and a party invokes the clause before arguing the merits — the court will then leave the claim without consideration. The clause must clearly name the arbitral institution, the seat, the language and the governing law: vague wording becomes a dispute in itself. Additional requirements apply to state bodies and the quasi-public sector.

At the buyer's choice: a price reduction, free repair, reimbursement of their own repair costs, replacement with the same or a different item with a price adjustment, or cancellation with a refund. In any case they may also claim losses. Where the seller is not the manufacturer, some claims may be brought against either. Having no receipt does not take these rights away.

Inside Kazakhstan you get back the full price of whatever went missing, or the drop in price if it arrived spoiled. Cross-border the logic differs: payouts run into a ceiling set by the convention and calculated per kilogram short, which you can only get past by declaring the value of the shipment up front. The ceiling falls away where the carrier acted deliberately or was grossly careless. Check the current limits with our lawyers.

As soon as annual turnover passes the threshold set by the Tax Code. In trade, where turnover is high and margins thin, the threshold arrives quickly, so turnover is tracked cumulatively: registering late means back tax, interest and a fine. Check the current threshold and rate with our lawyers.