Wholesale. How to avoid liability to an unscrupulous buyer?

Question

Law in IT

The organization works with trade enterprises - sells various goods under supply contracts. Usually the sale takes place in separate batches on orders. In working practice, when analyzing contracts with large retail chains, I constantly encounter fines for underdelivery of goods or for delivery in violation of the deadline. At the same time, the procedure for agreeing the order itself - the volume, the number of commodity units is not prescribed or it is completely indicated that the seller must confirm and bring to the buyer 100% of the ordered assortment and quantity of goods. The issue can be resolved by prescribing a clear order approval procedure, signing a specification with a limit on the value of the contract, excluding large fines for violation - this is all lyrics, because. large buyers do not often make concessions. So, while buyers normally place orders, adequate for the capacity of their stores - everything is in order, even when customers place increased orders for the holidays, the organization prepares for this in advance and fulfills obligations. But there are special situations when the buyer, using the terms of the contract, specifically drives the supplier into a corner. In particular, such a story recently happened - the buyer placed orders on the electronic platform (EDI) many times more often and indicated in them volumes of goods that were unrealistic for delivery. The organization did not fulfill their condition and got fined. Another situation was with a large chain that takes goods to a distribution center: with regular orders of 3-4 million rubles a week, the buyer placed an order for 36 million rubles for delivery in 5 days. This time they got out, found the money, but still unpleasant. So here it is can someone answer - how can you avoid paying a fine in case the order was specifically overpriced to benefit from receiving the fine paid, and not selling the goods. GC read, Art. 511, 521, I remember the decision of the Supreme Arbitration Court of October 22, 1997 No. 18. Everything that is on the Internet says - AGREE IN ADVANCE, but in practice - if you want to work with retail chains - go to their terms

Answer 1

1. Break text into paragraphs
   Both measures are quite effective.

Answer 2

If I were you, I would start digging in the direction of the unfair behavior of the buyer ...
according to paragraph 4 of Article 1 of the Civil Code of the Russian Federation, no one has the right to take advantage of their unfair behavior, the weak party to the contract has the right to declare the inadmissibility of applying unfair contractual terms on the basis of Article 10 of the Civil Code of the Russian Federation or on the nullity of such conditions under Article 169 of the Civil Code of the Russian Federation (Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation of March 14, 2014 N 16)
look for judicial practice, your question is not simple, you will not find and receive a ready answer, especially without analyzing your contract ... here you need to actively pursue claims and lawsuits, challenge the buyer's requirements and, depending on their arguments, build your position, and it probably won’t work out the first time, but without it you can’t ... so, by experience, stumbling, you will find a way out