- •Content module 1. Theoretical aspects of international contract activity
- •1.1. International commercial deal and its steps
- •1.2. Contract and international contract
- •1.3. The basic principles of international contract
- •1.1. The international commercial operation and its stages
- •1.2. Contract and international contract
- •1.3. The basic principles of international contract (Vienna Convention)
- •Theme 2. Classifying international contracts
- •2.1. Multicriteria classifying
- •2.2. Classifying on the contract’s subject
- •2.1. Multicriteria classifying
- •2.2. Classifying on the contract’s subject
- •Theme 3. Structure and contents of international contract
- •3.2. The main Contract’s conditions a) Terms of Payment
- •A c.I.F. Price includes apart from the value of the goods the sums paid for insurance and freight (and all other transportation expenses up to the place of destination).
- •C) Force Majeure Circumstances
- •3.3. Form and content of the contract
- •Theme 4. International commercial terms (incoterms) in international contracts
- •4.1. The Incoterms families (e, f, c, d)
- •4.2. The Incoterms categories (the Incoterms of sale at departure; the Incoterms of sale at destination; the daf Incoterms)
- •4.1. The Incoterms families (e, f, c, d)
- •Incoterms 2000 families
- •4.2. The Incoterms categories (the Incoterms of sale at departure; the Incoterms of sale at destination; the daf Incoterms)
- •Content module 2. Algorythm of concluding and execution of international contracts theme 5. Concluding of international contract
- •5.1. The fist stage: Negotiation
- •5.2. Commercial offer
- •6.1. Formation of the sales contract
- •6.2. Required documents when executing a contract: collecting and filling up
- •6.1. Formation of the sales contract
- •6.2. Required documents when executing a contract: collecting and filling up
- •Import/Export Documentation
- •Theme 7. Regulation of international commercial disputes
- •7.2. Applicable law
- •7.3. Competent tribunal
- •7.4. International Commercial Arbitration
- •7.5. Execution of legal and arbitral decisions
- •7.6. Choosing a regulation process
- •Literature і. Основна література
- •Іі. Додаткова література
- •Ііі. Нормативні матеріали мон і ДонНует імені Михайла Туган-Барановського
Theme 3. Structure and contents of international contract
3.1. Contract’s structure
3.2. The main contract’s conditions
3.3. Form and content of the contract
3.1. Contract’s structure
A written contract of sale is made out in the form of a document signed both by the Buyers and the Sellers.
When there is no necessity of introducing special terms and conditions into the contract of sale, our associations use standard forms of contracts containing the following clauses (articles):
Preamble or Naming (definition) of the Parties – the legal title of the contracting parties and their addresses
Object (subject) of the contract (and volume of delivery) – naming the product for sale or purchase. It also indicates the unit of measure generally employed in foreign trade for specific commodities
Prices and total cost (amount, sum, value) of the contract – price may be fixed, firm and sliding. Fixed price is the price governing in the market on the day of delivery or for a given period; firm price is not subject to change in the course of the fulfilment of the contract; sliding price is quated for machinery and equipment which require a long period of delivery
Terms (dates) of delivery or Basis of delivery or Time and date of delivery – defindes the exact dates and terms of delivery
Payment or Terms (conditions) of payment – includes terms of payment, defines the currency of payment and the order of the payment between contractors (here INCOTERMS are widely used)
Transportation of goods (packing and marking, shipment) – indicates terms of packing, marking and shipment to protect the goods against any damage during carriage
Guarantees (the quality of the goods)/Warranty – says, that the Seller guarantees the quality of the delivered merchandise in conformity with the later technical achievements and the period of guarantee will meet requirement mentioned in the contract
Claims and reclamation or Sanctions and claims or Penalty – includes the case of breach of the contract. In this case the sufferer makes a claim to the party which fails to meet its obligations to this one be penalized
Insurance – includes four main terms of insurance: (1) what is insured; (2) what risks the goods are insured from; (3) who insures; (4) in whose favour the insurance is made
Force majeure (circumstances) – includes the obligations of the contracting parties in case of coming the force majeure circumstances. The parties have the right to extend the time stipulated for the fulfilment of the contract by a period equal to that during which force majeure circumstances last
Arbitration – says that the contracting parties will take every meseares to reach friendly settlement of differences and disputes connected with the contract. If the parties fail to reach an agreement the dispute will be at the written request of one of the parties submitted for the consideration of the Arbitration Court
General provisions
Shipping documents
Final (other) provisions or Other conditions or Miscellaneous – includes the order of entry of any alterations and amendments, and the order of the transfer of the parties righs and obligations to a third party
Concluding wording – shows the language in which the contract is drawn up and the number of copies that have the same legal force
Legal Addresses of the Parties
Corporate signatures and seals these two last clause include the legal addresses of the contracting parties, the numbers of their phones, FAXes and the signatures and seals of the parties
Standart contracts are not a must. Some clauses may be altered and supplemented. They are used to represent specific demands to the subject of the contract and to the order of the fulfilment of the obligation. They are as following:
Taking-over of the Goods or Transfer and Acceptence of Goods (Products)
Schedule of Delivery
Quality of Equipment
Inspection and Tests
Advice of Shipment and Shipping Instruction or Notification of Shipment
Shipping Documents
Range of Design Documentation
Basis of Working Out the Detailed Project Report
Terms of Working Out the Detailed Project Report
Moreover, Standard General Conditions form an integral part of the contract and are either printed on the reverse side of the contract or attached to it.
In the case of a contract for sophisticated machinery or equipment there may be other clauses: technical conditions, requirements for technical documentation, training of the Buyers’ specialists and the like. These clauses may be included in the contract itself or in the Appendices to the contract which are an integral part of it.
When detailed special terms and conditions are introduced into the contract or agreement, usually an individual contract or agreement is drawn up (e.g. a turnkey contract, a licence agreement).
Sometimes organizations use standard forms of contracts worked out by the biggest associations of merchants and importers abroad, by exchanges, Chambers of Commerce. These are used in grain, seed, sugar, cotton and other trades.