International Sales Contract - part 1 | Đại học Ngoại Ngữ - Tin Học Thành Phố Hồ Chí Minh

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Profile Nguyễn Trinh
03/07/2023
1
FOREIGN
TRADE
OPERATIONS
PHAN V C LAN – MDEŨ NGỌ
International Business Administration Department
lanpvn@huflit.edu.vn
CHAPTER 3
PART 1
INTERNATIONAL
SALES
CONTRACT
1
2
03/07/2023
2
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
1. CONCEPT OF INTERNATIONAL SALES
CONTRACT
1.1. Definitions
1.2. Features
3
4
03/07/2023
3
WHAT IS A CONTRACT?
whenever we buy
goods and/or
services, we enter into
a contractual
relationship
we all enter literally
hundreds of thousands
of contracts over our
lives, many of which
are verbal
Jul-23 BY PVNLAN 5
SUBJECT MATTER
WHAT IS SOLD/PURCHASED
Seller Buyer
Jul-23 6BY PVNLAN
Subject
matter
5
6
03/07/2023
4
RIGHTS & OBLIGATIONS
Jul-23 BY PVNLAN 7
Right = legal claim to have or get something
Ex. Every child has the right to play
Obligation = duty = something which you must
do because you have promised
Ex. Every child has the obligation to study
TRANSFER OF TITLE
Seller Buyer
Transfer of title
Jul-23 8BY PVNLAN
title (c) = the legal right to own something
7
8
03/07/2023
5
GOODS (PL)
THINGS THAT ARE PRODUCED TO BE SOLD
Jul-23 9BY PVNLAN
goods
PURCHASE AND SALE
OF GOODS
Purchase and sale of goods mean commercial activities
whereby the seller is obliged to deliver goods transfer ,
ownership of goods receive to the purchaser and
payment; is obliged to the purchaser pay to the seller
and receive goods and the ownership thereof as
agreed.
(Article 3.8)
9
10
03/07/2023
6
“An agreement between
two or more parties over
a subject matter (what is
sold/purchased) in
which they are to have
rights and undertake
obligations to the other
party.” (Ward D.,
2011)
W
“A sale can be
defined as the
transfer of title in
a good from the
seller to the
buyer.”
Jul-23 BY PVNLAN 11
title (c) = the legal right to own something
1.1. DEFINITIONS OF INTERNATIONAL SALES
CONTRACT
Seller’s place of business
Jul-23 12BY PVNLAN
different nations
place of business:
the country where the business is conducted (Article 10,
CISG)
11
12
03/07/2023
7
1.1. DEFINITIONS OF INTERNATIONAL SALES
CONTRACT
A contract for sale of goods is
considered as “international”
when the parties
concluding
the agreement have their
“place of business” in
different nations.
(the Vienna Convention
1980/CISG 1980)
Jul-23 13BY PVNLAN
United Nation
Convention on Contracts
for the International Sale
of Goods (CISG 1980)
– Article 1, Chapter 1,
Part I.
This Convention applies
to contracts for sale of
goods between parties
whose places of business
are in different States.
1.1. DEFINITIONS OF INTERNATIONAL
SALES CONTRACT
Vietnamese Commercial Code 2005 does not give out the definition
of International Sales Contract, but just define International
purchase and sale of goods.
International purchase and sale of goods
shall be conducted
in form of export import, , temporary import for re-export temporary ,
export for re-import transfer through border-gatesand .
(Article 27.1)
13
14
03/07/2023
8
1.1. DEFINITIONS OF INTERNATIONAL
SALES CONTRACT
An agreement
between parties from different countries, whereby:
a party (exporter) is obliged to make delivery and
transfer ownership of a certain asset (goods)
to another party (importer) who is obliged to
receive the goods and make payment.
1.2. FEATURES OF INTERNATIONAL SALES
CONTRACTS
General features of a common sales contract
Specific features of an international sales contract
16
17
03/07/2023
9
1.2.1 GENERAL FEATURES
Subject (the parties to the contract)
Content
Legal aspect
1.2.1 GENERAL FEATURES
Subject:
Buyer and Seller, who can be , physical person legal
person and the Government.
18
19
03/07/2023
10
1.2.1 GENERAL FEATURES
Content:
Showing rights and responsibilities of parties concerning
title transfer and how the seller gets paid and buyer
gets delivery of the goods.
1.2.1 GENERAL FEATURES
Legal aspect: (international) sales contract is bilateral,
“exchanging”, “promising”, freedom of contract, binding
character of contract
-Bilateral: available with at least 2 parties fulfilling at least 2
obligations
-“Exchanging”: each party benefits from a right, and has to
fulfill an obligation in return.
-“Promising”: Rights and Obligations would be effective after
the contract has been signed.
20
21
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03/07/2023 FOREIGN TRADE OPERATIONS PHAN VŨ NGỌC LAN – MDE
International Business Administration Department lanpvn@huflit.edu.vn 1 INTERNATIONAL SALES CONTRACT CHAPTER 3 PART 1 2 1 03/07/2023 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
1. CONCEPT OF INTERNATIONAL SALES CONTRACT 1.1. Definitions 1.2. Features 4 2 03/07/2023 WHAT IS A CONTRACT? whenever we buy goods and/or services, we enter into a contractual relationship we all enter literally hundreds of thousands of contracts over our lives, many of which are verbal Jul-23 BY PVNLAN 5 5 SUBJECT MATTER WHAT IS SOLD/PURCHASED Subject matter Seller Buyer Jul-23 BY PVNLAN 6 6 3 03/07/2023 RIGHTS & OBLIGATIONS
Right = legal claim to have or get something
Ex. Every child has the right to play
Obligation = duty = something which you must do because you have promised Jul-23 BY PVNLAN 7
Ex. Every child has the obligation to study 7 TRANSFER OF TITLE Transfer of title Seller Buyer
title (c) = the legal right to own something Jul-23 BY PVNLAN 8 8 4 03/07/2023 GOODS (PL)
THINGS THAT ARE PRODUCED TO BE SOLD goods Jul-23 BY PVNLAN 9 9 PURCHASE AND SALE OF GOODS
Purchase and sale of goods mean commercial activities
whereby the seller is obliged to deliver goods, transfer
ownership of goods to the purchaser and receive
payment; the purchaser is obliged to pay to the seller
and receive goods and the ownership thereof as agreed. (Article 3.8) 10 5 03/07/2023 W “An agreement between two or more parties over “A sale can be a subject matter (what is defined as the sold/purchased) in transfer of title in which they are to have rights and undertake a good from the obligations to the other seller to the party.” (Ward D., buyer.” 2011)
title (c) = the legal right to own something Jul-23 BY PVNLAN 11 11
1.1. DEFINITIONS OF INTERNATIONAL SALES CONTRACT Seller’s place of business different nations
place of business: the country where the business is conducted (Article 10, CISG) Jul-23 BY PVNLAN 12 12 6 03/07/2023
1.1. DEFINITIONS OF INTERNATIONAL SALES CONTRACT United Nation Convention on Contracts
A contract for sale of goods is for the International Sale
considered as “international” of Goods (CISG 1980) when the parties concluding – Article 1, Chapter 1, the agreement have their Part I. “place of business” in different nations. This Convention applies (the Vienna Convention to contracts for sale of 1980/CISG 1980) goods between parties whose places of business are in different States. Jul-23 BY PVNLAN 13 13
1.1. DEFINITIONS OF INTERNATIONAL SALES CONTRACT
Vietnamese Commercial Code 2005 does not give out the definition
of International Sales Contract, but just define International purchase and sale of goods.
International purchase and sale of goods shall be conducted
in form of export, import, temporary import for re-export, temporary
export for re-import and transfer through border-gates. (Article 27.1) 14 7 03/07/2023
1.1. DEFINITIONS OF INTERNATIONAL SALES CONTRACT An agreement
between parties from different countries, whereby:
a party (exporter) is obliged to make delivery and
transfer ownership of a certain asset (goods)
to another party (importer) who is obliged to
receive the goods and make payment. 16
1.2. FEATURES OF INTERNATIONAL SALES CONTRACTS
General features of a common sales contract
Specific features of an international sales contract 17 8 03/07/2023 1.2.1 GENERAL FEATURES
Subject (the parties to the contract) Content Legal aspect 18 1.2.1 GENERAL FEATURES Subject:
Buyer and Seller, who can be physical person, legal person and the Government. 19 9 03/07/2023 1.2.1 GENERAL FEATURES Content:
Showing rights and responsibilities of parties concerning
title transfer and how the seller gets paid and buyer gets delivery of the goods. 20 1.2.1 GENERAL FEATURES
Legal aspect: (international) sales contract is bilateral,
“exchanging”, “promising”, freedom of contract, binding character of contract
-Bilateral: available with at least 2 parties fulfilling at least 2 obligations
-“Exchanging”: each party benefits from a right, and has to
fulfill an obligation in return.
-“Promising”: Rights and Obligations would be effective after the contract has been signed. 21 10