17/07/2023 FOREIGN TRADE OPERATIONS PHAN VŨ NGỌC LAN – MDE
International Business Administration Department lanpvn@huflit.edu.vn 1 INTERNATIONAL SALES CONTRACT CHAPTER 3 PART 2 2 1 17/07/2023 IN THIS CHAPTER
1. Concept of International sales contract
2. Requisites to the effect of an international sales contract
3. Main contents of an international sales contract
4. Major terms and conditions in international sales contracts
5. Execution of International sales contracts 3
4. MAJOR TERMS AND CONDITIONS IN INTERNATIONAL SALES CONTRACTS
1. [Description of ] Goods/Commodity/Scope of supply 2. Quality and specifications 3. Quantity 4. Packing and marking 5. Price 6. Terms of delivery/Shipment 7. Transportation 8. Insurance
9. Terms of payment and documents
10. Non-conformity/Inspection and claims Jul-23 BY PVNLAN 4 4 2 17/07/2023
4. MAJOR TERMS AND CONDITIONS IN INTERNATIONAL SALES CONTRACTS 11. Warranty
12. Force majeure (excuse for non-performance)
13. Dispute resolution/Arbitration 14. Applicable law 15. Damages/Penalty 16. Performance guarantee
17. Transfer of risk and title/Transfer of property/Retention of title (optional)
18. Entire agreement & effectiveness (optional) 19. Non-performance (optional)
20. Pre-shipment inspection [Inspection of the Goods] (optional)
21. Limitation of liability (optional)
22. Avoidance of contract and restitution (optional) Jul-23 BY PVNLAN 5 5
4.1 GOODS/COMMODITY/SCOPE OF SUPPLY
DESCRIPTION OF THE GOODS – IMPORTANT NOTES
The goods should be clearly spelled out
Scope of work should be included
carefully consider the wording of goods description specify its specifications
technical specifications incorporated into the main contract Jul-23 BY PVNLAN 7 7 3 17/07/2023
4.1 GOODS/COMMODITY/SCOPE OF SUPPLY
DESCRIPTION OF THE GOODS – IMPORTANT NOTES
1. The goods to be sold should be clearly spelled out in the contract.
2. There is also a need to include the scope of work to be
performed by the exporter, such as installation, training, and other services.
3. Should carefully consider the wording of goods description
(since it is directly relevant to the range of tariff and non- tariff barriers)
4. Should specify its specifications
5. The technical specifications should be incorporated into the
main contract (by listing it with the other documents intended to form the contract). Jul-23 BY PVNLAN 8 8
4.1 GOODS/COMMODITY/SCOPE OF SUPPLY DESCRIPTION OF THE GOODS 1. Origin 2. Main 7. HS specificat code ions Commodity 6. 3. Brand Certificat name es 5. 4. Intended Scientific purpose/ name Jul-23 usage BY PVNLAN 9 9 4 17/07/2023
4.1 GOODS/COMMODITY/SCOPE OF SUPPLY DESCRIPTION OF THE GOODS Goods name + Origin • Usage: for those goods affected by their origin, agricultural products • Example: Vietnamese white rice/Vinh Chau purple onions/Phu Quoc fish sauce/ • Japanese motorbike • “CARRIER” 30 HXC100A Water-cooler liquid chillers, France origin Jul-23 BY PVNLAN 10 10
4.1 GOODS/COMMODITY/SCOPE OF SUPPLY DESCRIPTION OF THE GOODS
Goods name + the most important specifications/content
• Example: Vietnamese white rice long grain, crop 2015, 10% broken • 100% polyester hand bags • 12 inch coloured TV Jul-23 BY PVNLAN 11 11 5 17/07/2023
4.1 GOODS/COMMODITY/SCOPE OF SUPPLY DESCRIPTION OF THE GOODS
Goods name + manufacturer name/brand name
• Usage: for those goods by well-known manufacturers (industrial products)
• Example: “CARRIER” 30 HXC100A Water-cooler liquid chillers, ISO 9001 certified • Samsung Galaxy Note • Sony Trinitron TV Jul-23 BY PVNLAN 12 12 4.1 GOODS/COMMODITY/SCOPE OF SUPPLY Goods name (common name) + scientific name
• Usage: for agricultural products, chemical substances, seeds, creatures • Example:
• Frozen black tiger shrimps (Pennnues Monodon)
• Pitaya (Hylocereus undatus): white-fleshed dragon fruit
• Pitaya (Hylocereus polyrhizus): red-fleshed dragon fruit
• Pitaya (Hylocereus megalanthus): yellow-fleshed dragon fruit Jul-23 13 6 17/07/2023
4.1 GOODS/COMMODITY/SCOPE OF SUPPLY DESCRIPTION OF THE GOODS
Goods name + intended purpose/usage
• Usage: for agricultural products • Example:
• Cashew husk for tanning purpose
• Wheat powder for human consumption Jul-23 BY PVNLAN 14 14
4.1 GOODS/COMMODITY/SCOPE OF SUPPLY DESCRIPTION OF THE GOODS Goods name + certificates
• Usage: for those goods certified by well-known organizations
• Example: “CARRIER” 30 HXC100A Water-cooler liquid chillers, ISO 9001 certified Goods name + HS code
• Usage: for those goods difficult to specify by other ways
• Example: Clothing button HS code 9606210000 Jul-23 BY PVNLAN 15 15 7 17/07/2023
4.1 GOODS/COMMODITY/SCOPE OF SUPPLY DESCRIPTION OF THE GOODS Commodity + HS code 0210
Meat and edible meat offal, salted, in
brine, dried or smoked; edible flours andmealsofmeat ormeatoffal -meatofswine(pork):
0210 11 00 00 - - Hams, shoulders and cuts thereof, withbonein
0210 12 00 00 --Bellies(streaky)and cutsthereof 16
4.1 GOODS/COMMODITY/SCOPE OF SUPPLY
COMBINATION OF DIFFERENT WAYS - EXAMPLE Goods name + ?
• Usage: For clearly identifying the contract
object/subject matter => for facilitation of
contract performance and avoid misunderstanding/disputes
• Example: “CARRIER” 30 HXC100A Water-cooler
liquid chillers, France origin, ISO 9001 certified, operation 400V/3PH/50HZ
• White rice with long grain, Vietnam origin, 2022 – 2023 spring crop Jul-23 BY PVNLAN 17 17 8 17/07/2023
4.1 GOODS/COMMODITY/SCOPE OF SUPPLY DESCRIPTION OF THE GOODS 1. Origin 2. Main 7. HS specificat code ions Commodity 6. 3. Brand Certificat name es 5. 4. Intended Scientific purpose/ name Jul-23 usage BY PVNLAN 18 18
4.2 QUALITY/SPECIFICATIONS/DESCRIPTION OF THE GOODS – WHAT IS QUALITY? For a mechanical or • defined firstly in electronic product: terms of parameters performance, reliability, Quality or characteristics, safety and appearance. which vary from product to product. For pharmaceutical products: physical and • Different goods are chemical characteristics,
of different criteria to medicinal effect, toxicity, taste and shelf life. Complic identify their quality ated • Positive/negative due to: criteria For a food product: taste, • New products with nutritional properties,
texture, shelf life and so on. new quality criteria (UNIDO, 2006) Jul-23 BY PVNLAN 19 19 9 17/07/2023
4.2 QUALITY/SPECIFICATIONS/DESCRIPTION OF THE GOODS –
CAN BE SPECIFIED IN ANY ONE OF A NUMBER OF WAYS OR IN COMBINATION OF DIFFERENT WAYS 1. By sample 2. By category or standard 3. By specification 4. By common criteria 5. By major contents
6. By commodity existing conditions
7. By prior inspection (Inspected – approved) 8. By technical documents 9. By trademark 10. By collected output 11. By description 20
4.2 QUALITY/SPECIFICATIONS/DESCRIPTION OF THE GOODS – 1. BY SAMPLE
With agricultural or mining products
Ex: The rice shall be of quality as per sample No…,
provided by the seller on April 24th 20… with two parties’
signatures. The sample shall be made into three pieces, each
party keeps one and the remaining shall be kept by a third
party appointed by the two parties. Jul-23 BY PVNLAN 21 21 10