Professional Documents
Culture Documents
Contracts provide the formal written understanding between buyers and sellers in
transactions for the sale and purchase of goods. In the last decade, proper
international sales contracts have become of increasing importance, even in
countries where business was traditionally done simply with a handshake.
Understanding international sales contracts is vital to anyone involved in the
cross-border sale or purchase of goods.
Conditions
Container
Means any container, trailer, transportable tank, pallet, flat rack, bolster or any
similar article used to consolidate and carry cargo.
CONTRACT
Means the Order together with these conditions and any documents attached or
referred to there in.
Contractor
Means the person firm or company detailed in the Order to whom this contract is
issued.
Cost of Warranty
The Supplier must meet all costs of an occurrence incidental to the discharge of
warranty obligations, including any packing, freight, disassembly and reassembly
costs.
Customer
Means the person at whose request or on whose behalf the Company provides the
Services.
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Goods which are volatile or explosive or which are or may become dangerous,
inflammable, explosive, volatile, offensive or which may become liable to damage
any property or person whatsoever.
DELIVERY
LATER DELIVERY.
INCLUSIVE PRICE
(a) All Taxes, Duties and other imposts for which the Supplier is liable;
(b) All insurance costs;
(c) All amounts payable for the use (whether in course of manufacture or usage
of goods) of patents, copyright, designs, trade marks and other intellectual
Property rights; and
(d) All charges for supply of the Goods, and no extra charges will be made for
Testing, inspecting, packing, delivery, insurance or otherwise.
Goods
Means any cargo or items which any part of any Services have been or are to be
performed and any receptacle, container, packaging or pallet or item in or on
which they are contained or with which they are stored or handled.
Government Agency
LEGISLATION
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PACKING
Premises
Means the location where the Services are to be performed or the Goods are to
be delivered as specified in the Order.
Price
Means the price for the Services and/or Goods detailed on the Order.
QUALITY
Free from Defects. The Goods must be free of defect in materials and
workmanship; and at least of merchantable quality.
Services
Means the services to be provided as specified in the Order and shall, where the
context so admits, include any materials articles and Goods to be supplied there
under.
SPECIAL CONDITIONS
Specifications
Subcontractor
Means any other person who pursuant to a contract or arrangement with any
other person (whether or not the Company) provides or agrees to provide the
Services or any part of the Services.
Supplier
Means the person, firm or company to whom the Official Order is addressed.
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The 1980 United Nations Convention on Contracts for the International Sale
of Goods (CISG) established a comprehensive code of legal rules regarding
contracts for international sales of goods, including the obligations of the buyer
and seller and remedies for breach of contract.
CISG contains rules regarding the offer (the proposal for concluding a contract)
and the acceptance (indication of assent).
Passing of Risk
The passing of the risk of loss of or damage to the goods from the seller to
the buyer means that the buyer from the moment of the passing runs all
the risks and costs for the goods.
After the risk has passed to the buyer, loss of or damage to the goods
does not discharge him from his obligation to pay the price.
When the contract of sale involves carriage of the goods, the risk during
the transport must be distributed between the seller and the buyer.
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According to the CISG regulations, the risk passes to the buyer when the
goods are handed over by the seller to the first carrier for transport to the
buyer, unless the parties have concluded an arrival or destination contract.
Thus, the passing of the risk for the goods is in general connected to the
fulfilled delivery of the goods.
In case of loss or damage, the party who is bearing the risk of the goods
in transit has the possibility to turn to the carrier and claim compensation.
This claim has to be based on the contract of carriage, since CISG is only
applicable between the buyer and the seller of the goods.
1. OFFER
2. ACCEPTANCE
3. CONSIDERATION
1. Offer
- Conditional promise
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2. Acceptance
3. Consideration
- Value exchanged
- If unspecified, no contract
1. Modification
2. Authority
3. Applicable Law
4. Arbitration/Mediation
- Rarely an option
- Adhesion doctrine inapplicable
- Alternative: addendum
2.Block vs.Reservation
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3. Cancellation
4. Attrition
Contract Review
1. Warranty
1. Intellectual Property
- Must include:
2. Payment
3. Indemnification
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4. Termination
Quantity
Inspection
State the nature, manner and focus of the envisaged inspection, as well as the
inspection agency. A number of goods are now subject to pre-shipment inspection
by designated agencies, and foreign buyers may stipulate their own inspection
agencies and conditions for inspection.
Total value
State the total contract value in words and figures, and specify the currency.
Terms of delivery
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Clarify responsibility for all taxes. The prices quoted by the seller may be
inclusive of taxes, duties, and charges. Levies in the country of importation
(if any) may be the buyers responsibility.
Delivery.
Specify the place of dispatch and delivery. Also state whether the period of
delivery will run from the date of the contract, from the date of notification of the
issue of an irrevocable letter of credit, or from the date of receipt of the notice of
issuance of the import licence by the seller.
State whether the parties to the contract have agreed on part-shipment or trans-
shipment. Indicate the port of trans-shipment and the number, if any, of partial
shipments agreed. If the goods are likely to be shipped under a consolidation of
export cargos scheme, mention this in the contract.
Terms of payment:
Amount, mode and currency. When quoting different payment terms, the
exporter should specify whether the prices are based on the current rate of
exchange of in-country currency, or on the basis of another currency (such as US
dollars). Address payment terms for exchange rate fluctuations as well.
Specify the amount of discount or commission to be paid and by whom (by the
exporter or by the importer). Stipulate the basis of calculation of commission and
rate to be applied. Discount or commission rates may or may not be included in
the export price agreed upon by the exporter and importer.
State whether the export transaction will require any export or import licences,
and whose responsibility and expense it will be to obtain them. Import licences
may be difficult to obtain in the buyers country.
Insurance.
A contract should provide for the insurance of goods against loss, damage, or
destruction during transportation. Specify the type of risk covered and the extent
of coverage.
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Documentary requirements.
Documents needed for international trade transactions fall into four categories:
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Packing list
This is a formal document that itemizes quite a number of details about the
Cargo such as:
Certificates of origin
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Product guarantee.
Delay in delivery.
Define the damages due to the buyer from the seller in the event of late delivery
owing to reasons other than force majeure.
Include provisions in the contract defining the circumstances which would relieve
partners of their liability for non-performance of the contract.
Such provisions are called force majeure and are intended to identify the relief
which may be available to either party to the contract should supervening
circumstances occur during the period of validity of the contract.
Remedial action.
Applicable Law.
Arbitration.
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The signing of the contract indicates the agreement of both parties to the terms
and conditions of the contract.
INCOTERMS 2000
Indeed, it has been gratifying to see that this revision process has
attracted far more reaction from users around the world than any of the
previous revisions of Incoterms.
On the other hand, serious efforts have been made to ensure that the
wording used in Incoterms 2000 clearly and accurately reflects trade
practice.
Moreover, substantive changes have been made in two areas:
The customs clearance and payment of duty obligations under FAS and
DEQ; and
The loading and unloading obligations under FCA.
All changes, whether substantive or formal have been made on the basis
of thorough research among users of Incoterms and particular regard has
been given to queries received since 1990 by the Panel of Incoterms
Experts, set up as an additional service to the users of Incoterms.
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Incoterms groups all obligations related to a given trade term into ten
sections. Each obligation is mirrored with respect to the same subject
matter between buyer and seller.
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UCP 600 is the latest revision of the rules replacing UCP 500 which has
regulated International trade for nearly 6 years since it came into force on
1 January, 1994.
UCP 600 has heralded its arrival with a bang and is due to take effect from
1 July,2007.
Major Changes
Letters of Credit
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Where goods have been shipped by sea freight, covered by a full set of
Bills of Lading, title is retained by the exporter until these documents are
properly released to the buyer.
Unfortunately, for airfreight items, unless the goods are consigned to the
buyer's bank no such control is available under an Air Waybill or Air
Consignment Note, as these documents are merely "movement
certificates" rather than "documents of title" (N.B. Under URC522, goods
should not be consigned to a bank without prior approval).
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Up until the point of acceptance, the exporter may retain control of the
goods, as in the D/P scenario above.
Bills for Collection are used in certain markets (particularly Asian) to fulfil
Exchange Control Regulations.
Irrevocable:
The terms and conditions within a L/C cannot be changed without the express
Agreement of the Beneficiary. Under UCP600, revocable L/Cs are no longer
acceptable under any circumstances.
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Unconfirmed:
The payment commitment within the L/C is provided by the Applicant's issuing
Bank.
Confirmed:
If an exporter has any concerns about the circumstances which may prevent
payment being made from either the Issuing Bank or buyer's Country, the adding
of "Confirmation" moves the bank/country risk issues to the bank which adds its
confirmation (the confirming or advising bank) and notifies the DC to the
exporter.
The price of such a confirmation will obviously depend upon the level of perceived
risks to be covered.
Banks can often provide indicative pricing for confirmations prior to the arrival of
the DC, so that costs can be estimated.
Buyer's Cheque:
Banker's Draft:
This is arranged by the buyer who asks their bank to raise a draft on its
corresponding bank in the exporter's country.
Provides additional security to a buyer's cheque, but they can be costly to
arrange and they do run the risk of getting lost in transit.
These are similar in nature to postal orders. They are pre-printed therefore
cheaper to obtain than a Banker's Draft, although again there is the risk of loss in
transit.
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