According to market observations, many individuals and businesses are currently conducting transactions through “goods sale contracts.” Under this model, buyers are required to pay 100 percent of the contract value upfront and receive the gold later, based on an agreed timeline.

One of the contract terms states that once the deposit payment is successfully transferred, the buyer receives an ‘appointment slip’, which is a stamped contract marked ‘payment received’ with the seller’s business seal. The deposit is automatically converted into full payment when both parties complete the physical delivery.

The question is whether businesses are allowed to sell gold in this form and what risks buyers might face.

Lawyer Nguyen Thanh Ha, Chair of SBLaw Law Firm, said that according to the Commercial Law and the Civil Code, transactions under a “goods purchase and sale contract” are established on the basis of agreement between the parties, in which gold is considered a type of good.

Therefore, the law does not prohibit “pay first - receive gold later.” If the parties correctly perform the delivery and receipt commitments, it is still considered a normal business activity.

According to the lawyer, the buyer depositing 100 percent of the contract value is due to an agreement between the two parties and shows no signs of illegal capital mobilization.

“Illegal capital mobilization occurs when the mobilization is contrary to the provisions of the law, or the law does not allow it but it is still performed, or there are acts of circumventing the law,” he said.

Regarding handling cases where the business fails to deliver gold on time, the lawyer stated that if due to reasons such as inspection by authorities, legal proceedings, or other arising issues leading to failure to perform within the time limit (except for force majeure), it is identified as a breach of contract.

In this case, sellers are responsible for refunding the money to the buyer. In case of insolvency, the buyer has the right to sue to reclaim the money, or report to the police if there are criminal signs.

For instance, if an enterprise mobilizes money but does not use it for the purpose of buying gold but uses it for other purposes, this act can be considered from the perspective of a criminal law violation.

Risks

Nguyen Quang Huy from Nguyen Trai University believes that, from a positive perspective, this is a form that helps buyers lock in prices and support financial plans.

However, when deliveries are not conducted promptly when payment is made, risks will occur.

“Unlike conventional transactions, the buyer has fulfilled the payment obligation, but actual ownership comes later. This time gap is where risks emerge,” Huy noted.

Under favorable market conditions, everything may proceed smoothly. But when prices fluctuate sharply or market liquidity changes, issues may arise, such as delayed delivery or insufficient supply to meet commitments.

At that point, contract terms become the decisive factor in protecting buyers’ rights, rather than the initial purchase price. Notably, these risks are not always apparent at the outset, as the transaction still resembles a standard goods purchase.

According to Huy, the “pay first – receive later” model is gradually financializing gold transactions in a natural way. When buyers no longer receive gold immediately but instead enter into a future delivery commitment, the nature of the transaction shifts from physical purchase to holding price expectations.

“When the scale of contracts increases, the market may experience a situation where transactions exceed the actual amount of physical gold available,” he said.

He said this is not entirely negative if well-controlled, as it helps the market be more flexible. However, under conditions lacking standardization and transparency, the financialization process can cause supply and demand to deviate from true value and prices to become more sensitive to psychological factors, as well as affect trust when the market fluctuates strongly.

Huy also warned that buyers may face many risks if the gold-selling enterprise encounters incidents such as supply chain disruptions, legal entanglements, or operational risks. At that time, the enterprise may not deliver gold on time, causing buyers not to receive gold and to be significantly affected by price fluctuations during the period they do not hold the asset.

Nguyen Le