International Business Contract

8/10/2019 International Business Contract

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Chapter 1: Negotiating Delivery

1. The five steps in Negotiating Delivery.

To deal with problems arising if there is a delay or if delivery is not as planned the Buy

and the Seller should negotiate delivery systematically. That means making sure aforeseeable problems are discussed and approaches to solving such problems are agreed. overview of the five negotiating steps is suggested to simplify discussion of the ideas andavoid problems: Timing, Location, Transport, isk Title and !nsurance, Terms of Trade.

2. Timing: When must Delivery take place?" #ood negotiators should mention a delivery date in negotiating the timing of an e$port deand then other issues relating to coming into force, delay and compensation for delay. %elmight be classified into two categories, e$cusable and non"e$cusable. &$cusable oinvolves a 'grace period( and is mostly sub)ect to a force ma)eure provision. Any losses to t buyer caused by non"e$cusable delay must be compensated. The amount of compensationusually set in advance and called 'li*uidated damages(" +se a straightforward calendar date to name the delivery date: -th September / /, for e$ample. The parties often plan for the contract to come into e$istence in two steps: thsignature date and the date of coming into force. The date of coming into force is not usuaa calendar date, but the date on which the last precondition is met. 0ommon preconditionare:

1 eceipt of import and2 or e$port approval1 eceipt of foreign e$change approval from a central bank 1 !ssuance of a letter of credit or bank guarantee.1 3aking of a down"payment by the buyer 1 !ssuance of an insurance policy1 !ssuance of a certificate of origin1 %elivery by the buyer of plans, drawings or other documentation.

" 4egotiators may agree on a cut"off date: if the contract has not come intoforce within a certain time, then it becomes null and void.

0oming !nto 5orce

This agreement shall come into force after e$ecution by both parties on the date of the last

necessary approval by the competent authorities in the country of the Seller and the Buyer.!f the contract has not come into force within ninety days of e$ecution, it shall become null anvoid.

6i7u kho8n hi9u l c

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Th;a thu c? hi9u l c sau khi @ c th c hi9n bCi c8 hai bDn v=o ng=y phD duy9t ccuGi cHng cIa cJ *uan c? thKm *uy7n t i n Mc ng Ni bOn v= ng Ni mua. 4Fu h p @Png khQng c? hi9u l c trong vRng ch n m Ji ng=y k tU ng=y th c hi9n, n? s> tvQ hi9u.

" The delivery date is normally fi$ed for a certain number of days after the contract has comeinto force.

The date of delivery shall be twenty"eight days after the date of coming to force of the contrac

4g=y giao h=ng s> l= V ng=y sau ng=y h p @Png c? hi9u l c .

" Time is of the essence of the contract. !f the time is not kept, the buyer has the right to returnthe goods and refuse payment.

Time is and shall be of the essence of the contract

ThNi gian l= v= s> l= vWn @7 cGt lXi cIa h p @Png.

" &$cused %elay and #race Yeriod:

5or each week of late delivery the Seller shall pay the Buyer /. Z of the contract price.

6Gi vMi m[i tuEn giao h=ng ch ph8i tr8 ng Ni mua /. Z tr] giO h p @

A grace period is the time e$ceeding the deadline for an obligation during which a late penaltythat would have been imposed is waived.

!f delivery is not effected within one month of the agreed delivery date, then the Seller shall pathe Buyer /. Z of the contract price.

4Fu giao h=ng khQng @ c th c hi9n trong vRng thOng k tU ng=y giao h=ng @^ @ cthu ph8i tr8 cho ng Ni mua /. Z tr] giO h p @Png.

Sometimes the e$porter can(t deliver the goods on time because of natural disasters called 'acof #od(, which is unavoidable. !t is the force ma)eure, which is negotiable. The parties cdecide what e$cuses and what does not e$cuse the performance in the contract.

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!f either party is prevented from, or delayed in, performing any duty under this 0ontract by event beyond his reasonable control, then this event shall be deemed force ma)eure, and t party shall not be considered in default and no remedy, be it under this 0ontract or otherwishall be available to the other party. 5orce ma)eure events includes, but are not limited to: w`whether war is declared or not , riots, insurrections, acts of sabotage, or similar occurrences#overnment regulations, delay due to #overnment action or inaction, fire, e$plosion, or othunavoidable accident, flood, storm, earth*uake, or other abnormal natural event.

4Fu m t trong hai bDn b] ng n c8n, ho c ch khQng @ c $em $jt v= khQng c? bi9n phOp kh c pl= theo p @Png n=y ho c cOch khOc, s> c? s n cho cOc bDn khOc. S ki9n bWt kh8 gPm, nh ng khQng giMi h n: chiFn tranh `cho dH l= tuyDn bG chiFn tranh hay khQng , bn i d


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Three outcomes of force ma)eure: resumption of delivery, termination of the 0ontract, uncleand dangerous situation.

" +ne$cused delay and Buyer(s emedies: when delivery cannot take place as planned, thcauses some loss or damage to the Buyer. There are two remedies: a decree of specif

performance orders the e$porter to deliver or an award of damages makes the e$porter pcompensation to the Buyer. !n addition, the court may allow the Buyer to cancel the 0ontract.

" Li*uidated %amages: is a lump sum to be paid per day, week or month of late delivery fcompensation. Yayment of li*uidated damages avoids e$pensive discussion. &ven if the Buylosses are lower or higher than anticipated, nothing changes. The e$porter pays the agreed suand the matter is settled. Li*uidated damages are enforceable everywhere but sub)ect to increor decrease in some legal systems.

" Yenalties: is the amount to be paid for late delivery. !t is used as a threat of punishment

achieve acceptable performance and is not enforceable in &nglish law or other common lsystems.

" uasi"indemnity: is to relieve the e$porter of liability for delay in delivery. !t is enforceabeverywhere but open to challenge as 'unconsionable(.

Li*uidated %amages

!f the Seller fails to supply any of the #oods within the time period specified in the 0ontract, tBuyer shall notify the Seller that a breach of contract has occurred and shall deduct from t0ontract price per week of delay, as li*uidated damages, a sum e*uivalent to one half percent

the delivered price of the delayed #oods until actual delivery up to a ma$imum deduction /Z of the delivered price of the delayed #oods.

Thanh kho8n thi9t h i

4Fu ng Ni bOn khQng cung cWp bWt k h=ng h?a trong kho8ng thNi gian *uy @]nh trong hng Ni mua ph8i thQng bOo cho ng Ni bOn l= m t s vi ph m h p @Png @^ $8y ra v= sgiO h p @Png trDn m[i tuEn tr_ ho^n, l=m thi9t h i thanh kho8n, m t kho8n ti7n t Jng @m t nqa m t phEn tr m giO @ c giao cIa h=ng h?a b] ch


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cho bWt k h h;ng, mWt mOt cIa cOc h=ng h?a do bao b_ khQng @ ng ho c b] l[i.

n the surface of each package delivered under this 0ontract shall be marked: the packagenumber, the measurements of the package, gross weight, net weight, the lifting position, the letof credit number, the words !# T S!%& +Y, A4%L& !T 0A &, x&&Y % , and themark: %4Y2 z2

TrDn b7 m t cIa m[i ki9n hang @ c giao theo p @Png n=y s> @ c @Onh dWu: sG g?th Mc cIa g?i, tr{ng l ng, tr{ng l ng t]nh, v] tr m?c cKu, sG th t n d ng, cOc tU $Fp tchi7u n=y, $Fp d| nh} tay, gi hang khQ, v= @Onh dWu: %4Y2 z2

" n delivery, the e$porter receives from the carrier the most important of all the shippin

documents, the bill of lading `consignment note . &ach mode of transport has a characterishipping of document: the marine bill of lading, the airway bill, the rail consignment nothe road consignment note. 0ombined transport uses a combined transport bill of lading

" The 3arine bill of lading is the special document used for shipment by sea. !t can be madnegotiable, which means it can be bought or sold. The word ' rder( makes the bill of ladinnegotiable. That means the shipper must endorse the bill by signing it on the back. To bacceptable as a shipping document under a letter of credit, it must bear the notation that tgoods have been shipped on board a named vessel.

" Yayment under a letter of credit depends largely on the correctness of the shippindocuments. To be acceptable under a letter of credit, all shipping documents must be 'cleanfree notes about defects. !t is the carrier who notes any defects in packaging, weight, general appearance of the goods on accepting them from the &$porter.

!. "isk# Title and $nsurance

isk passes on delivery. Two risks are involved in the sale of goods: the risk of the goodin)uring a third party and the risk of loss or damage. These risks are covered by insurance.international trade, ownership `title is of doubtful value and passes from e$porter to buyer

Title to the goods passes with risk.uy7n sC h u h=ng h?a g n li7n vMi rIi ro.

" Since merchandise is at risk at all times during its )ourney, it is advisable to insure the goodsis easier for the e$porter to arrange insurance. 3inimum coverage is 0argo clause 0. !n 0!5 and

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0!Y contracts, the e$porter normally assigns the insurance agreement to the buyer. &$porthave an agreement with an insurance company covering the shipments over a period of tim&ach is covered by a certificate of insurance, which states in outline the cover offered and githe details of the individual shipment. There is a so"called letter of insurance. This is a letter frthe e$porter to the buyer stating that the goods are insured and it has no legal force but evidence in a law suit against the e$porter.

" !n some situation the e$porter negotiates special insurance policies: floating policy and op policy. Both offer the e$porter insurance cover on all shipment over a period of time. pen covis not a policy, the insurer will write a policy if re*uired. The normal insurance document undan open cover is the 0ertificate of !nsurance, which is, in principle, the e*uivalent of a policy.

" !f the e$porter insures the #oods and states on the insurance document `valued policy , he some decisive advantages: the pre~stated figure can include not only the cost of the goods balso the profit the e$porter hoped to make on them. !f the value is not stated `unvalued polic

then the value can be established after a loss, the e$porter must prove his figures precisely." A marine insurance policy has three variant clauses: 0argo 0lause A, B and 0. 0lause A coveranything not e$cluded, 0lause B and 0 e$clude anything not e$pressly covered. &ven an 'arisks( policy `0lause A e$cludes many risks.

" #oods must be correctly and fully describe on the insurance document or cover may bwithdrawn and a 'held cover( clause offers some protection against innocent misdescriptiounder given conditions the goods are held to be covered. The main principle of insurance'utmost good faith(

%. Terms of Trade

" The !00 publication, !ncoterms /, gives full and clear information about the rights andduties of buyer and e$porter in !ncoterm contract. The terms are classified in groups:terms, 5"terms, 0"terms, and %"terms. The &"terms deals with deliveries at the e$portefactory. The 5"terms all concern delivery within the e$porter(s country. The 0"terms involdelivery in the e$porter(s country, with e$tra costs for e$porter after delivery. %"terms tcare of delivery outside the e$porter(s country.

The e*uipment listed in Anne$ shall be delivered 5 B `Beira `!ncoterms /

0Oc thiFt b] li9t kD trong Yh l c @ c giao theo @i7u ki9n 5 B `Beira `!ncoterms /

5or the e*uipment listed in Anne$ the price is for delivery free on board carrying vessdesignated by the Buyer at the port of Beira including the cost of packing, as well as e$pen

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incurred before loading the e*uipment on board the carrying vessel.

6Gi vMi cOc thiFt b] @ c li9t kD trong Yh l c giO l= giO giao h=ng mi\n ph trDn bootheo ch @]nh cIa ng Ni mua t i c8ng Beira bao gPm chi ph @?ng g?i, c ng nh cOc chi sinh tr Mc khi t8i cOc trang thiFt b] lDn boong t=u chC.

The contract should always specify that terms such as 5 B, 0!5 and so on are !ncotermunder the rules set out in !ncoterms /. The contract should regulate what happens i!ncoterms / and the terms of the contract conflict. 4ormally, the contract prevails.!ncoterms apply only to international trade, for trade within a country, !ncoterms are nappropriate.

!ncoterms / as used in this contract means the publication !ncoterms /, being theinternational rules for the interpretation of their terms published by the !nternational 0hamber0ommerce. hen a term from '!ncoterms /( is used in this 0ontract, the rules and definitionsapplicable to that term in !ncoterms / shall be deemed to have been incorporated in th0ontract e$cept insofar as they may conflict with any other provision of the 0ontract, in whiccase the 0ontract provisions shall prevail.

!ncoterms / nh @ c sq d ng trong h p @Png n=y l= Wn b8n !ncoterms n m /, l= ct c *uGc tF cho vi9c di\n gi8i cOc @i7u kho8n cIa ch ng do YhRng Th Jng m i *uGc b8n. xhi m t @i7u kho8n tU !ncoterms / @ c sq d ng trong p @Png n=y, cOc *u@]nh ngh a Op d ng cho thu @ c coi l= @^ @ c kFh p @Png ngo i trU tr Nng h p ch ng c? th $ung @ t vMi bWt k @i7u kho8n khOc cIatrong tr Nng h p @? *uy @]nh cIa h p @Png s> @ c Op d ng.

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0 AYT& : 4 T!AT!4# Y !0& A4% YA 3&4T

1. EXPORT PRICING STRATEGIES T & Y BL&3

ow can the e$porter avoid the price trap occured in many negotiations when the buydemands concessions about delivery time, method of payment,etc

T & Y !40!YL&

The e$porter should guarantee that the contract price reflects any change in a set oassumptions about delivery, payment and warranty terms.

!4 3 & %&YT

Any terms of a contract relate to each other. Therefore, as items in the contract anegotiated, the e$porter should assess the influence of each factor on price, and ad)ust t price accordingly. 5or e$ample, a longer warranty period creates higher costs, it should reflected in the contract price. !n fact, the most common term negotiated with the two sideson price.

Scenario: erbena &lectric hopes to e$port its best"selling product, small domestic electfans, from erbena to &sperana. oyalstone, the manager of erbena &lectric, bediscussions with the purchasing manager of &sperana &lectrical !mporting, Alice Sm 4egotiations begins. oyalstone offers a unit price of based on some main followiassumptions:

" The sie of the order is /// items." %elivery is 5 B." The warranty period on the fans is three months from the date of delivery.

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&rder 'i(e: /// units is one container load, the unit price will increase on a smaller order.An order of /// fans, for e$ample, would cost - each not .

$ncoterm: the cost of insurance and freight between Yort erbena and &sperana 0ity is -

on an order of /// items.

Warranty Period : oyalstone knows that a three"month warranty on an 5 B delivery produces very few claims for defects. !f Smart asks for a si$"month warranty, it will add cents per fan to oyalstone(s costs.

This e$ample shows that the negotiating decisions bear directly on the price of the produ

And a good manager knows that almost every decision made during a negotiation incluenc price.

. T!E "I#E STPES IN NEGOTIATING PA$%ENT!n negotiating payment, the e$porter should follow these five steps:

Step 1: Mode of Payment

This determines how payment will be made. There are four common mode of payment:

payment on open account with no security: this type is seriously risky to the e$porter payment on open account secured by e$port credit insurance: the e$porter pays money

an insurance company to buy an e$port credit insurance payment on open account secured by a paymenr guarantee: the buyer pays money to

bank to receive a bank guarantee. payment by letter of credit.: the buyer must position the money with a bank in the cout

of the e$porter and the e$porter can collect that money when the goods are delivered.

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Step 2: Timing

This step determines the date of payment. The importer often wants to delay the time of paym but the e$porter suffers from delay because late payment is sub)ect to payment of interest

mosts sellers offer discount for early payment. This helps the buyer save on the invoce price athe seller *ickly collect his money.

The date of payment may be regulated date or a chain of dates. !t is also calendar dates interval times.

Step 3: Place of payment

This step determines where the money must be before payment is to be completed

Step 4: Delay - what delay in payment is excusa le!

%elay in payment may be e$cused during a grace period `not common or a force ma)eure ev`more common . But most e$porters do not want to e$cuse these delays and any payment mafter the agreed date of payment is in delay.

Step ": #esults of delay

hen delay in payment happens the e$porter is usually compensated for losses due to la payment. The e$porter may ask for a payment guarantee which makes sure payment be madetime.

The best solution to get risk of delay is to create a payment article in the sale contract whimakes late payment is impossible.

0u trong sOch " trang 0u d]ch

Yayment shall be deemed to have beenmade only when the contract sum is paid

i9c thanh toOn @ c cho l= @^ ho=n th=nhch khi sG ti7n h p @Png @^ @ c chuy n

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into the Seller(s bank account and is at theSeller(s full disposal.

@Fn t=i kho8n ngn h=ng cIa ng Ni BOn v=do ng Ni BOn to=n *uy7n @]nh @o t

0u trong sOch "trang V/ 0u d]ch

!f payment of any sum payable is delayed,the Buyer shall be entitled to receiveinterest on the amount unpaid during the period of delay. The interest shall be at anannual rate three percentage points abovethe discount rate of the central bank in theSeller(country.

Thanh toOn ch @ c t nh caohJn Z so vMi l^i suWt chiFt khWu do 4gnh=ng Trung Jng n Mc ng Ni bOn *uy @]nh

&. T!IRD'PART$ SEC(RIT$ "OR PA$%ENT!n the international trade, the e$porter may face a lot of risks and one of the significant onis non"payment. There are two main way that the e$porter can use to reduce this risk. nee$port credit insurance and the other is bank guarantee.

E)port cre*it in+,rance

&$port credit insurance allows e$porter to recover the ma)or part of the contract price if buyer fails to pay after si$ months. To buy such insurance, the e$porter must e$plain tdetail of the busineess to an insurance company and receive a *uotation. !f the insurer refuto pay, its may mean that there are some problems in the e$porter or importer. The e$porthas to pay e$port insurance premiums which depends on many factors, such as: the type goods e$ported, the creditworthiness of the buyer, the political stability of the importcountry.

Although this way is attractive, it has some limitations: the e$porter has to wait for a lontime to be compensated and the compensation is unlikely to cover //Z of the invoce price.

Pay-ent g,arantee

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!n this method, the buyer may ask for a bank guarantee which means that the bank will pthe contract price if the buyer fails to do so.

#uarantees are comonly used in four business situations, as the following:

"isk 1: Non)payment *+Payment guarantee

A payment guarantee makes sure that the e$porter will receive payment. !t commits the bawhich issuses the payment guarantee to pay if the buyer defaults. The payment guaranteeussually for //Z of the contract price.

"isk 2: "evocation *+ Tender guarantee

This type of guarantee is used in case that the e$porter who bids on a contract to suppgoods or materials to a goverment department or agency is withdrawn. A normal figure ftender guarantee is usuallly between .-Z to -Z of the contract price

"isk ,: Non)performance*+Performance guarantee

Yerformance guarantee makes sure that if the e$porter works badly or not at all, the guaranwill pay, within stated limits, the costs of the e$porter(s failure to perform. A figure f performance guarantee is between -Z to /Z of the contract price.

"isk : -osing Prepayment*+Prepayment guarantee

This guarantee promises the buyer that the bank will return advance payments if the e$por

fails to deliver. The guarantee is often for //Z of the prepayment.

. T!E /ETTER O" CREDITLetters of credit are issued in many forms for many purposes. Some letters of credit offer ficlass security for the e$porters, some are little better than a personal check

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The most ideal type of letter of credit from the e$porter(s point of view is irrevocablcomfirmed, at sight letter of credit.

The +niform 0ustoms and Yractice for %ocumentary 0redits `+0Y by the !nternation

0hamber of 0ommerce is the most universal set of practices rulling over payment by letter ocredit. Besides, parties to a contract can also use the rules of the +nited States.

/etter o0 cre*it: The Gro,n* R,le+

Documents a$e exchanged fo$ money%

5irstly, the letter of credit is issued by an issuing bank at the re*uest of the buyer. Thissuing bank, then, istructs the advising bank to advise the e$porter that the letter ocredit has been opened. 4ormally, the issuing bank is in the buyer(s country and thadvising bank is in the country of the e$porter.

4e$t, the e$porter ships the goods, passes them to the carrier and receives shippindocuments from the carrier.

Then, presents these documents to the bank as evidence that the goods have bee

shipped. The bank checks the correctness of the documents and sets the paymen procedure in motion.

Two p$inciples that ma&e a lette$ of c$edit wate$tight:

Principle 1: utonomy

The letter of credit is an agreement by a bank to pay money against documents !t is a separagreement from the sale contract and is unconnected with it. This means the bank is obliged pay whatever the disputes between the buyer and the e$porter are.

Princile 2: 'trict compliance14


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The bank will pay only if the shipping documents are e$actly in line with the buyerinstructions. !n case of discrepancies in one or some aspects of the documents presented, t bank will refuse to pay.

!n this situation, to proceed payment, the e$porter can:- Yrovide missing payper or correct errors.- Ask the buyer to instruct the bank to change the terms of the letter of credit.- Ask the bank to process the letter of credit with the discrepancies but to pay only when and

the issuing bank permits payment.!f the letter of credit is near its e$piry date and there may be no time for the e$porter to provthe missing pieces, he `or the advising bank must contact the buyer asking the buyer to instr

the issuing bank to e$tend the date of credit.

'The expo$te$ should p$o(ide sc$upulous ca$e in p$o(iding the documentation called fo$ y

the lette$ of c$edit%

Yage V: The Buyer, on receipt of the0onfirmation of rder from the Seller, shallat least / days prior to the date of deliveryopen a confirmed, irrevocable letter of credit.This credit shall be sub)ect to +niform0ustoms and Yractice for %ocumentary0redits, evision, !00 Yublication 4o-//. /Z of the credit shall be availableagainst the Seller(s draft accompanied byinvoice the remaining V/Z shall be availableagainst the Seller(s draft accompanied by theshipping documents.

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contracts, even if any reference whatsoever tosuch contracts is included in the credit!ncredit operation all parties concerned deal indocuments and not in goods, services and2or other performances to which the documentsmay relate.

*uan tMi ho c b] r=ng bu c bCi cOc h p @Pngnh thF, th


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agrees to pay the value of the credit over the counter. This helps the advising bank get its mon back from the e$porter if the problems occur.

Sometimes, problems can arise when very small banks or banks in countries with severe forei

currency shortages try to instruct a bank in e$porter(s country to confirm a letter of credit. Tissuing banks may delay in sending funds to cover the payment.

The sign of a confirmed letter of credit is usually the cross in the confirmation bo$.

The At'+ight /etter o0 Cre*it an* the Alternative+

'ettlement /y sight Payment

+nder this method of payment, if the documents the e$porter presents are in order, the payin bank immediately pays the full face value of the letter of credit.

'ettlement /y Deferred Payment

!n settlement by deferred payment, the letter of credit is not payable until a number of days af

delivery. The seller presents the documents to the paying bank, and the paying bank agrees pay the seller the face value of the credit when it matures. !f the e$porter needs ready money,can e$change the letter of credit for cash `at a discount with any agreeable bank.

'ettlement /y cceptance

The seller presents to the accepting bank the documents and a bill of e$change `time draft dra

usually on the buyer, and the bank will accept the bill of e$change and agree to pay it at full favalue when falls due. This is obviously a danger for the seller.

A bill of e$change that is accepted can be sold at a discount to an agreeable bank if the sellneeds money immediately.

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'ettlement /y Negotiation

4egotiation means the selling of a financial instrument to a bank for `usually less than its fvalue. !n this method of settlement, the seller presents to the negotiating bank the documents aa bill of e$change drawn usually on the buyer, and the negotiating bank negotiates the bill.

The /etter o0 Cre*it an* it+ A++ociate* Doc,-entation

!. The letter of credit contains a list of the documents which must be presented and is also the basis for bank checking that the documents are in perfect order and correct or not.

!!. Associated %ocumentation

. 0ommercial invoice must be made out to the applicant for the L20 about the descriptionand the amount of the goods, and specific demands.

. Transport documentation is the document issued by the carrier to the e$porter, andincludes five types: sea transport, air transport, rail transport, road transport andcombined transport. The type re*uired is stated in the L20.

Special p$o lems $elated to t$anspo$t document .

There are some problems arising in specific circumstances when transport document is used asfollows:

'hipment /y sea: The carrier could issued a marine bill of lading, or a sea waybill to the e$porteAnd in some case some types of sea transport are not allowable without the agreement by the paties and being worded in the L20. when the parties use this method of transportation, a seawaybill can be the alternative of a marine bill of lading.

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'hipment /y air: The carrier could issued an Air waybill, which must be issued in originals an copies. That the L20 calls for a full set of original air waybill is a mistake because it is animpossible demand. Also, a correctly completed waybill can not show the date of the flight.

'hipment /y rail: The carrier could issued a ail consignment note. L20, in this method oftransportation, must not demand the original of a rail consignment note, otherwise it can delaythe payment.

. The !nsurance %ocument: is usually re*uired when the shipment is made on 0!5 or 0!Yterms. !f the L20 does not stated otherwise, insurance coverage must be for /Z of the0!5 or 0!Y value of the goods.

. ther %ocuments includes 0ertificate of rigin, 0ertificate of !nspection and Speciale*uirements.

0ertificate of &rigin02 is re*uired for import to the buyer(s country under a preferential tarifor other agreement.

0ertificate of $nspection can make importing easier. The parties should make a note in theircontract if this document is re*uired. The parties must clear that details in inspection certificatmust correspond e$actly with the details in the transport document and the commercial invoice

Special e*uirements should be agreed e$actly about what and who should issue and shownclearly in the L20. hen wording in the L20, the parties should not use unspecific words such appropriate, it could make difficulty in satisfying the bank for the payment.

Negotiating the Ter-+ o0 a /etter o0 Cre*it

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" greement: the e$porter and the buyer discuss and list all re*uired documentation. The two parties may have to talk to their 0hambers of 0ommerce, to their bank or to the carrier toestablish the complete list.

" $ncorporation: the list is incorporated into the contract.

" 'pecification: the buyer applies for the letter of credit specifying the agreed documentation.!00 form can be used to apply for a letter of credit. The e$porter and the buyer can complete thapplication form during their negotiations and append a copy of the form to their contract, then passsing it to the bank. This is to make sure that the credit once issued should be e$actly asagreed by the parties with no nasty surprise for the e$porter.

" erification: the e$porters checks the credit as soon as he receives the advice of the L20 beingopened to make sure it complies with the agreement negotiated with the buyer. !mmediatediscussion with the advising2confirming bank is essential since amendments are always timeconsuming, which can lead to the delay in payment.

"0ompliance: the e$porter rigorously checks documentation and submits it to the bank.emember that timely payment depends on the compliance by the e$porter with the terms of

credit.

Doc,-entary Cre*it Application "or-

Segment 1 : Applicant: full name, address, account number with issuing bank of the buyer.

Segment 2 : !ssuing bank: name `can be left blank

Segment 3 : Application date: the date on which the application form is submitted to the ban`can be left blank

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Segment 4 : %ate and place of e$piry:

1 The last date for presentation of documents to the bank

1 The place of e$piry: often at the counter of the confirming bank

Segment " : Beneficiary: full name, address `the e$porter in most cases

Segment ) : 3ethod of issue:

1!ssue by mail: slower

1!ssue by teletransmission `normally tele$

1 !ssue by mail and brief advice by teletransmission.

Segment * : Transfer of the 0redit

" !n case the e$porter wants to hide the actual supplier.

" !n principle, a L20 is not transferable unless it is permitted.

Segment + : 0onfirmation: &$porters prefer confirmation.

Segment , : Amount

1the amount of the credit is e$pressed both in figures and in words.

1The currency of the credit: using the !S currency code. &g: +S%, %&3, #BY

1 About, Appro$imately: the actual payment can be 12" /Z the stated amount.

13i$ed payment: must state what percentage of the invoice price is covered by the credit.

Segment 1 : Pa$tial Shipment

!n principle, partial shipments are allowed unless the not allowed bo$ is crossed.

%istinguish carefully between partial shipments and shipment in installments.

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Segment 11: T$ansshipment

Transshipment means moving the goods from one conveyance to another. 4ormalltransshipment is allowed e$cept for goods travel by sea under a sea waybill or marine B2L

some other special reasons for prohibition.

Segment 12: .(aila ility

0redit available with this is sometimes followed by the name of the advising bank chose by the e$porter or left blank, and the issuing bank is free to decide a bank will act for it in e$porter(s country

The various types of payment are by sight payment, by acceptance,etc.

Segment 13: /nsu$ance co(e$ed y the 0uye$

The bo$ is normally checked when the delivery term is 5 B, 05 .

Segment 14: T$anspo$t /nfo$mation

Shipment from precise places 3 ha/ors# airports45

To precise places 3 ha/ors# airports45

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C!APTER &

Negotiating In+pection an* De0ect+ /ia ility

1. EXPORTING AND T!E PRO2/E% O" 3(A/IT$

' The Pro le-:

hen things go wrong with the e$ported products, repair and replacement can beruinously e$pensive. There are some special steps that the e$porters can take to minimie the rof the goods being re)ected or of heavy defects liability claims.

' The Principle:

1 The e$porter should ensure that all e$ported goods meet or e$ceed the *ualitspecified, that marking and packaging are correct and that delivery is on time.

1 The agreement between the parties should contain specific *uality specifications.

' In -ore *epth:

The *uality of the product is a key issue, and customer satisfaction is essential tsuccessful business. 3any companies have *ualities assurance programs to ensure that custome

get what they pay for. +ntil things are going well in the local market, it makes little sense e$port, because *uality assurance and customer satisfaction are much tougher when the customis in another country, and distance makes communication, transport, inspection, payment averification of claims e$pensive and time"consuming.

4 Speci0ication.

4egotiation of specifications can be a difficult process.

. well-designed set a specifications offe$s (ital p$otection the oth sides% The importer is protected against inferior products" it can re)ect any e*uipment that fails to meet specificati3oreover, the seller is protected also"through more subtly. !f the products are fully specified anthe consignment meets the specifications, the buyer will be unable to find any e$cused fre)ection or for e$aggerated defects liability.

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4 Pre'*elivery In+pection

3any importers re*uire inspection of their goods in the manufacture(s factory befordelivery. ith sophisticated items or capital e*uipment, the buyer may also want to inspect th

goods at pre"agreed times during manufacture.

Some countries, !ndonesia for e$ample, re*uire that all imported goods are inspected an inspections service immediately before shipment. This inspection prevents e$porter and buagreeing an unrealistically low invoice price in order to avoid customs duties in the buyecountry. This also prevents shipments of patently defective goods.

The ne$t step, assuming 5 B delivery, is e$amination of the goods by the carrier. Thcarrier does not unpack the goods or check their *uality, although leaks and obvious damage well as incorrect shipping marks, defective packaging or discrepancies in weight and sie anoted on the shipping documents.

4 In+pection an* Acceptance

The principle is clear" the buyer has the right to inspect the goods when they arrive andre)ect them if they are incorrect. At this point,exact specification is of g$eat (alue to expo$te$ if the goods confo$m to specifications the uye$ is o ligated to accept them%

4 De0ect+ /ia ility Perio*

nce the goods are accepted by the buyers as apparently correct, they must )ump to thfinal hurdle the defect liability period. The manufacturer accepts liability for defects the comto light after acceptance: if anything is wrong with any item, they will repair or replace it. Sudefects are calledlatent defects %

The defects liability period is negotiable, this is likely to be several months from the date

of delivery or the date of arrival.

Yrotection against dishonest claims or e$cessive demands should be written into tcontract.

To sum up, in negotiating the terms of the contract, we can look at the process in steps.

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7The /uyer may declare the contract advoided *canceled54 if the failure /y the seller to perform any of his o/ligations under the contract4amounts to a fundamental /reach of contract.8

5 /mplied wa$$anty of Me$chanta le 6uality:

#oods can well conform with the contract but they can be of serious inferior *ualitwhich make them inappropriate for sale. 3ost laws have a provision on this warranty omerchantability which allows the buyer to reiect goods and cancel the contract

5 /mplied wa$$anty of 7itness fo$ /ntended Pu$pose:

#oods can conform with the contract, be merchantable but useless to the buyer. !n th

case when the e$porter knew the buyer(s intented purpose and the buyer trusted the seller wthe correct goods then the buyer has the legal right to re)ect unusual items.

5 #e8ection: Total o$ Pa$tial:

The buyer can re)ect the consignment wholly or partially. 4ational laws take one of threchoices. hile &nglish law re*uires re)ection of all contract goods, #erman law and ienSales 0onvention `Article - both allow total and partial re)ection. hen goods are re)ected, t buyer most notify the seller within a reasonable period. Then, on assuming that the re)ection )ustified, the e$porter has the additional cost to dispose the unwanted goods.

5 The 9xpo$te$ s #ight to cu$e:

%oes the e$porter have the right to cure r it is simply a duty re*uested by the buyeThe ienna Sales 0onvention says the following:

74the seller may# even after the date for delivery# remedy at his o9n e pense any failuto perform his o/ligations# if he can do so 9ithout unreasona/le delay and 9ithout causing the/uyer unreasona/le inconvenience or uncertainty of reim/ursement /y the seller of e pensesadvanced /y the /uyer.8

!f the seller wants the right to cure, the contract should contain the necessary provision.

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&. 7ARRANT$ AND G(ARANTEE: TER%INO/OG$

re a warranty and a guarantee the same thing hy do some contracts replace a warrantwith a defects liability provision.A

A warranty is a promise you make about your own perfomance. A product 9arranty is a promise by the e$porter to cure defects in his products. There are two parties to a warranty:/uyer and seller . A guarrantee is a promise about somebody else(s performance. !t involves three partie principal# /eneficiary and guarantor . The guarantor makes a promise to one party at the re*uestof another.

!n strict legal usage, a warranty is an absolute undertaking on the part of the warrantoand the contract is void unless it is strictly and literally perfomed, while a guarantee is a prom` not imposing any primary liability on the guarantor, but binding him to be answerable the failure or default of another .

!nternationally, the distinction between warranty and guarantee is often blurred. 3anycontracts avoid the problem by speaking ofdefects lia/ility rather than warranty this is the rightconcept.

. T!E DE"ECTS /IA2I/IT$ PERIOD: A C!ANCE TO P(T T!INGS RIG!T

he e$porter is liable for defects in his products. hat is a defect And what liability fodefects must the e$porter acceptT

There is one thing that everyone knows: not all products are perfect on delivery. So the warrancovers defects that are presentat the moment of delivery. The defects that give rise to the mostserious problems between e$porter and buyer arehidden or latent defects. There are three kindsof defects: workmanship, materials and design.

4 Three type+ o0 De0ect:

A product with defective9orkmanship is incorrectly built. 5aults are often hidden anddo not come to light until the product is used.

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%efectivematerials are materials or parts of a product that are inferior or somehowincorrect. 3any suchhidden defects take time to come to light.

%efectivedesign means that a product does not meet specifications. The design is

defective, again, is not apparent until the product is used.

4 7hat i+ Not a De0ect:

A defects liability provision does not cover: two common e$clusions are fair wear antear and misuse by the buyer. 5air wear and tear is the result of normal use. 3isuse is seriousincorrect handling by the buyer. Sometimes misuse is e$pressly defined in the contract: opena sophisticated machine.

4 "a,lt+ Not Pre+ent on Delivery:

The defects liability period is the period during which the e$porter is liable for anmust make good defects that are apparent on delivery or that come to light later. The buymust prove that the defects was present in the goods at the date of delivery. hen two sidenegotiate contract, both sides must understand thata defect is a fault prova/ly present in the goods on delivery.

4 Speci-en 7arranty Cla,+e+:

A standard provision mentions the three types of defect, it states a date on which th products were free of defects, it e$cludes problems caused by misuse or wear and tear, andestablishes the e$porter(s duty to cure the fault.

Sometimes, the parties decide on a totally different kind of obligation. An interestine$ample is the Disclaimer of Warranty common in software contracts. Such a disclaimer is often printed in capital letters because it is unusual and because it denies the purchaser some of

normal rights.

Any attempt to hide or subordinate such a disclaimer makes it invalid under most lawThe purchaser has given up certain rights: but in e$change for what hat is the )ustification this whole proceeding The answer is: without such a %isclaimer of arranty, the contract priwould be far higher.

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8. TI%ING O" T!E DE"ECTS /IA2I/IT$ PERIOD

he defects liability period presents four separate timing problems. 3any contractsregulate only one. hat are the other problems, should the e$porter regulate them, an

if so, how Let(s now look at each timing problem in more detail.

T4 Ti-e0ra-e 1: The De0ect+ /ia ility Perio*The parties first agree the length of the defects liability period. e can note that manlegal systems allow a si$"month period if the two sides agree nothing. The e$porter should knhow many defects liability claims does he generally e$perience within a three"month, a smonthperiod, in order to calculate the cost of e$tending `or reducing the defects liabil period.

aving agreed the length of the defects liability period, the two sides then ask:Whendoes it start? The contract must regulate this problem. !t is generally accepted as fair that th period is e$tended by the down"time.

4 Ti-e0ra-e : The Noti0ication Perio*

!f a defect occurs, the buyer must notify the e$porter. !f both parties act in good faithsuch a soft"edged timeframe works well. !f a problem arises, the )udge sets a fair period undue delay, a reasonable time, or forthwith.

4 Ti-e0ra-e &: The Recti0ication Perio*

nce the e$porter has learned of the defect, he must cure it as soon as practicable and his own cost.

4 Ti-e0ra-e : The /egal Action Perio*

!f the e$porter has failed to repair under warranty, the buyer must start a legal action. Thlegal action period differs under applicable laws `0ivil law or 0ontinental law . This perialso varies greatly from country to country and from one type of contract and2or duty to anot $n practice# contracts rarely regulate the legal action period# leaving the matter to the applica/la9. $f you foresee a pro/lem# take legal advice.

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9. CORRECTI#E ACTION

6 The Pro le-:

Some contracts do not point out corrective action that the e$porter must take, which dangerous for both e$porter and importer.

6 The Principle:

The e$porter used to correct the defects. !n case the buyer has this right, it must bindicate e$actly in the contract.

6 In -ore *epth:

The defects liability provision allows the e$porter to correct problems without losing tcontract. There are five steps that the manufacturer of goods can normally take to cure defects

5 8 option+ 0or c,ring *e0ect+:

ption : epair.

To the domestic manufacturer, this is the most saving but this is very e$pensive to the$porter because he has to send a mechanic together with many tools and spare parts to t buyer(s country.

ption : Allow the Buyer to repair at &$porter(s cost.

The risk that the e$porter may easily encounter can be an e$pensive repair bill or threpair may not properly be carried out which make the e$porter has to fi$ under the warranAlmost every e$porters try to avoid this or allow it only in e$ceptional cases and then only wthe e$porter(s e$press approval.

ption : eplace `Yart or hole !tem

By this way, the e$porter can keep the goodwill of the customer. owever, it is verye$pensive especially, when the customer want to send back the defective item, which leads to t

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same problems as option : sets of customs, air mail or air freight. Sometimes, skilltechnican must be at hand, gqi th @Fn n Mc 4x @ l p @ t thiFt b]. And the e$porter(s e$much more higher than the local trader.

ption : educe the price.

This is the replacement of option and option . !f the buyer pay by L20, the seller mureduce price directly. !f payment is on open account, and the invoice has not yet been settled, t payment due is simply reduced. 3oreover, comple$ item include retainer provision `normal-Z which is kept by the buyer until the end of the defects liability period to negotiate prireductions.

ption -: eturn the #oods and efund the Yrice.The e$porter do not want to use this option this is the same as lose the contract. Th

value of defective goods is not as high as the cost of return shipment to the e$porter(s countThis means the deal is a total loss for the e$porter. So, if the buyer insists on including a retuand refund clause in the contract. The e$porter must protect himself by allowing this optionly in e$ceptional cases and with his e$press agreement.

6 7ho choo+e+

3ainly e$porter depends on what kinds of defects that the e$porter must be fle$ible irepairing to save money.

Let us look at a clause that mentions all five options, but still allows the e$porter thnecessary freedom:

Trang 0u gGc 0u d]ch

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!n the event of a defect coming tolight and being notified to the Seller,the Seller shall, without undue dalay,make good the defect at his own risk and cost and at his discretion in oneof the following ways:

a. epair the defective item

b. Allow the Buyer or a third partyappointed by the Buyer to repair thedefective item at the seller(s cost

c. eplace the defective item

d. educe the contract price

e. Allow the Buyer to return thedefective goods and refund all sums paid for the goods.

Trong tr Nng h p sai s?t @ c t_m thWy v=thQng bOo @Fn ng Ni bOn, ng Ni bOn ngal


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6 Co+t+5 De0ect+5 an* the Re+,lt+ o0 *e0ect+

The defects liability provision usually re*uires the e$porter to cure defects at his own riand cost. !n fact, the ma)or risk for the seller is not the cost of repairing and replacing defect

goods. The biggest risk that the e$porter has to compensate for the importer is conse*uentdamage( orconse*uential loss.

#iven the wording, the e$porter must take responsibility for the repair cost. Another cois not mentioned. This means the e$porter has no duty. This is not true. henever the contrasays nothing about a problem, we look for the answer in the applicable law, which has a cloconnection to the contract. 4early all applicable laws divide the buyer(s losses from defects intwo categories: direct losses and indirect `often called conse*uential losses.

4ational laws differ in their approach to conse*uential loss. !n #ermany, the B#B allowsa claim for all direct costs including uncovering, making good, and so on.

!n America, the +00 allows recovery of all losses including incidential andconse*uential damages. n the other hand, the loss must closely result from defect. 0ourts hamade decisions in many thousands of cases.

owever, like all relationship of all deals, the e$porter(s liability for the buyer(s loss

disposive. 0onse*uently, most e$porters try to reduce their responsibility to direct loss only. 5an e$ample please refer to table / on page .

0onversely, the e$porter is re*uired to accept such risks clearly stated in table on pa.

/IST O" TA2/ES AND T!EIR TRANS/ATIONS:

Ta le 1 ;page 11*ch ' trang 11? C=, *@ch

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!nspection before %elivery

The Buyer may, at the Buyer(s option,inspect the #oods prior to shipment. At

least fourteen days before the actualdelivery date, the Seller shall give thenotice to the Buyer, or to any agentnominated by the Buyer, that the #oodsare available for inspection. The Seller shall permit access to the #oods for purposes of inspection at a reasonabletime agreed by the parties.

xi m tra tr Mc khi v cho phh=ng h?a @ c ki m tra v=o thNi @i m hm= hai bDn @^ th;a thu


35/53

35

! ng B c giao

4g Ni muac? ki m trah=ng h?akhQng

=ng h?ac? phH h p

vMi h p@Png

khQng

S sai l9chc? b] coi l=vi ph m cJ

b8nkhQng

=ng h?ac? @I chWtl ng

th Jng m ikhQng

=ng h?ac? phH h p

vMi m c@ ch sqd ng

khQng 4g Ni bOnc? th hay@Png sqa

ch a vi ph mkhQng

4g Ni mua c?

chWp nh


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Ta le 3 ;page 12"


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*uy7n n=y, h p @Png ph8i cung cWp @i7u khcEn thiFt.

Ta le 4 ;page 12*


38/53

guarantee.. The term guarantee, in strict

legal usage, means a promise aboutsomebody else(s perfomance it is ,

therefore, not incorrect in the conte$t of defects liability.

. The word guarantee might produce a dangerous result for the e$porter under certain applicable laws.

. The term warranty is `correctlyused in many other conte$ts than the product warranty.

-. Yrobably the best term isdefects liability since this is the only termwith an e$clusive and unmistakablemeaning.

khQng ho=n to=n ch nh $Oc m t s b8o l^n. i9c b8o l^nh, trong vi9c Op d ng

lu


39/53

which the !tem is normally used.

!f any defect or deficiency is discovered inthe !tem or in any part thereof, then the

Supplier shall either repair or replace such!tem or rectify such deficiency.

The warranty above is sub)ect to theYurchaser having adhered to the proceduresor instructions applicable to the use, storage,installation or operation of the !temande$pressly e$cludes all damage arising from

wear and tear to the !tem in normal use.

4Fu c? khiFm khuyFt hay thiFu h t @ c ttrong cOc m?n h=ng hay cIa c8i, th_ bDn cuns> sqa ch a, thay thF nh ng m?n h=ng ho@ p h=ng thiFu h t.

6i7u kho8n trDn l= m c cho ng Ni mua tOnvMi ng Ni s8n $uWt ho c ch d n chi tiFtd ng, l u kho, l p @ t ho c *uO tr_nh h{acIa h=ng h?a v= ng n ch n nh ng t n thWtsinh tU vi9c hao mRn t nhiDn khi sq d ng.

Ta le * ;page 131


40/53

whether in an actionof contract, negligence or other tortious action, arising out of or inconnection with use or performance of anysoftware licensed under this agreement.

0. The Supplier(s prices are based inmaterial part upon this limitation of theSupplier(s liability.

h=nh @ ng c? liDn *uan, sJ suWt hay h=nhc? h i khOc phOt sinh tU vi9c kFt n?i vMi shay hi9u *u8 cIa bWt k giWy phjp sq d nd Mi s cho phjp.0. #iO ng Ni bOn d a theo nguyDn li9u mng Ni bOn sq d ng

Ta le + ;a collection of chapte$ " ta les


41/53


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The %efects LiabilityYeriod shall be a period of si$months.

!f any defect occurs duringthe %efects Liability Yeriod,the Buyer shall forthwithinform the Seller stating inwriting the nature of thedefect.

The Seller shall be

responsible for making goodwith all possible speed anydefect so notified which arisesfrom defective materials,workmanship or design.

The provisions of thisclause shall apply to any

#oods repaired, replaced or otherwise made good by theSeller, but not so as to e$tendthe %efects Liability Yeriodfor more than twelve monthsfrom the commencement dateof original defets liability

period.

ThNi h n trOch nhi9m phOp l v7 sai s?t l=thOng.

4Fu bWt c l[i n=o $8y ra trong kho8ng thN

gian trDn, 4g Ni 3ua ph8i ngay l


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Ta le , ;page 143


44/53

Trang 0u gGc 0u d]ch

z The duty of the Seller to repair or replace defective items is the Seller(sonly duty under this contract or otherwise, and the Seller shall not beliable to compensate the Buyer for anyloss of use of any works beloing to theBuyer `whether complete or partial or for any loss of any profit or for anydirect or conse*uential damage thatmay be suffered by the Buyer.

4gh a v sqa ch a ho c thay thF h=ng h?akhiFm khuyFt cIa ng Ni bOn l= ngh a v duynhWt cIa ng Ni bOn c? trong h p @Png mkhOc, ng Ni bOn s> khQng ph8i bPi th Nncho ng Ni mua bWt c t n thWt n=o phOt sikhi ng Ni mua t sqa ch a `dH to=n b hay b ph


45/53

defective or faulty goods delivered bythe Seller.

chuy n.

riginal Yage 0u d]ch TrangThis contract, and all *uestions relating to itsvalidity , interpretation or performance shall begoverned by the law of The epublic oferbena P1!

p @Png n=y, c ng nh nh ng vWn @7 liDn *tMi hi9u l c, cOch di\n gi8i v= vi9c th c hi9n h@Png @ c @i7u ch nh theo lu


46/53

This order is sub)ect to the Buyer(s #eneral0onditions of Yurchase, as printed on thereverse P1%1

6Jn @ t h=ng n=y d a trDn 6i7u kho8n chung v3ua h=ng cIa bDn mua, @ c in C m t sau cIa @h=ng n=y.Trang 1%1

This order is sub)ect to the Seller(s #eneral

0onditions of Sale, as printed on the reverse P1%1

6Jn @ t h=ng n=y d a trDn 4h ng @i7u kho8n

chung v7 bOn h=ng cIa BDn bOn, @ c in C mcIa @Jn h=ng n=y.Trang 1%1

Yartial !nvalidity!f any provision or provisions of this contractare invalid or become invalid, then this shallhave no effect on the remaining provisions.5urther, the parties agree to replace any invalid provision with a new, valid provision having,as far as possible, the same intent as the provision replaced

P1%,

Ft hi9u l c m t phEnxhi m t ho c m t v=i @i7u kho8n trong p @vQ hi9u ho c trC nDn vQ hi9u, th_ ch ng khQngh Cng g_ @Fn cOc @i7u kho8n cRn l i. 4go=i bDn @Png thay thF kho8n vQ hi9u bng @i7ukho8n mMi c? hi9u l c th_ @i7u kho8n mMi n=ngh a t Jng @ Jng vMi @i7u kho8n @ c thayTrang 1%,

Severability!n the event that any provision of thisAgreement is held to be illegal or otherwiseunenforceable, such provision shall be deemedto have been deleted from this Agreement,while the remaining provisions of thisAgreement shall be unaffected and shallcontinue in full force and effect P1%%

0 t gi8m @i7u kho8n 4Fu nh bWt c @i7u kho8n n=o cIa i9p @]nh@ c hi u l= bWt h p phOp ho c bWt kh8 thi, @i7u kho8n @? s> b] $?a b;, cRn cOc @i7u khokhOc v n c? hi9u l c ho=n to=n v= khQng h7 b]h Cng.

Trang 1%%

Yartial !nvalidity!f any provision or provisions of this contractare invalid or become invalid, this has no effecton the validity of the remaining provisions.!f any provision of this contract is invalid or become invalid, the parties have the duty toreplace the invalid provision with a new valid provision that fulfills the original intent of theinvalid provision P1%%

Ft hi9u l c m t phEn 4Fu m t ho c m t v=i @i7u kho8n trong p @vQ hi9u ho c trC nDn vQ hi9u, th_ ch ng khQngh Cng g_ @Fn cOc @i7u kho8n cRn l i. 4Fu bWt k @i7u kho8n n=o cIa p @Png n=yhi9u ho c trC nDn vQ hi9u, cOc bDn ph8i c? trOnhi9m thay thF @i7u kho8n vQ hi9u bng m t @kho8n mMi, c? hi9u l c @8m b8o nguyDn v}n ngh a ban @Eu cIa @i7u kho8n vQ hi9u m= n? thF.Trang 1%%

ill you please change our order to cartons of pineapple )uice, / cartons of pineapple chucks, and // cartons of pineapplerings. According to the price list you sent us,the total invoice price is now e$actly the sameas the original price. Ylease confirm the newagreement immediately P1%

0h ng tQi muGn thay @ i @Jn @ t h=ng th=nhthHng cOc"tQng n Mc d a jp, / thHng cOc"tQ bOnh d a v= // thHng cOc"tQng d a khoanh. Tnh b8ng giO *u cQng ty @^ gqi th_ t ng giO @Jn h=ng hi9n t i @ ng bng giO tr] @Jn h=ngx nh mong *u cQng ty $em $jt v= $Oc nh


47/53

e hereby confirm your change of order. eshall now sent cartons of pineapple )uice,

/ cartons of pineapple chucks, and //cartons of pineapple rings. There is no changein the price

P1%

0h ng tQi $Oc nh gqi ngay thHng ctQng n Mc d a, / thHng cOc"tQng bOnh d a

// thHng cOc"tQng d a khoanh. #iO c8 khQng cg_ thay @ i.

Trang 1% &ntire AgreementThis 0ontract constitutes the entire agreementand understanding between the parties. Thereare no agreements, agreements, conditions,reservations or representations, oral or written,that are not embodied in this contract or thathave not been superseded by this contract P1 E

Th;a thu


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the latest relay manufacturing technology inits own productsAnd whereas the government of the epublic

f erbena actively supports the introductionof pioneer technology

!t is hereby agreed that P1 1

_ BDn mua mong muGn @ c t ch h p s8n prJle mMi nhWt dHng cho vi9c chF t o s8n phKmthu s8n $uWtz. 4h ng @i7u ki9n mua h=ng @ c bi9t cIa

ng Ni mua. 4h ng @i7u ki9n chung v7 mua h=ng cIa

ng Ni mua

Trang 1 2Y.S By the way, we assume that 0hristmas and&aster are holidays in &sperana. And theyThe reply 4o. e are a 3oslem country so we don(tcelebrate 0hristmas or &aster. But there(s noreason why your consultants shouldn(t havethose day off.

An e$change of notes like this has no validityonce the contract is signed : a formal definitionis the best way of clarifying what e$actly thetwo sides have agreed :!n this contract holiday shall mean all legalholidays in &sperana, and in addition, th and

-th %ecember, #ood 5riday, &aster Saturday,and &aster Sunday P1 ,

4hn @y, ch ng tQi c ng cho rng t i &speL\ #iOng sinh v= L\ Yh c sinh @ c t nh l= ngngh . 0? ph8i v


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meanings ascribed to them unless the conte$totherwise clearly dictates :

. +nless e$pressly modified by the parties,5 B, 0!5 and other trade term have themeanings and obligations ascribed to the in

$ncoterms 1FFE# Yublication z/ of the!nternational 0hamber of 0ommerce, Yaris.. 0ontract mean this 0ontract, its

preamble and appendices, as well asdocuments e$pressly listed as 0ontractdocuments or otherwise e$pressly mentionedin this contract. nd so on P1 ,

phi c? ch gi8i rX r=ng n=o khOc, @ c hi u l=. TrU phi c? s th;a thu c? ngh a nh trong $ncoterms 1FFE, Wn b8n sGz/ cIa phRng th Jng m i *uGc tF, Yaris.

. xhOi ni9m h p @Png bao gPm thn h p@Png n=y, phEn mC @Eu v= ch gi8i liDn *uannh nh ng ch ng tU @ c li9t kD l= ch ng tU @Png ho c @ c d n chiFu rX r=ng trong h p.v..v

Trang 1 ,

hereas erbena Leather has a highly trainedworkforce and the most modern leather

making machineryAnd whereas erbena Leather has widee$perience is supplying products to all parts ofthe worldAnd whereas erbena Leather is fully familiarwith regulations regarding import of leathergoods into the +nited StatesThe parties hereby agree P1

BCi v_ erbena Leather c? @ i ng lao @ ng tngh7 cao v= mOy m?c chF t o @P thu c da hi9n

nhWt= bCi v_ erbena Leather c? nhi7u kinh nghi9trong vi9c cung cWp s8n phKm thu c da trDn khthF giMi= bCi v_ erbena Leather ho=n to=n thQng thcOc *uy @]nh v7 nh

@Wu thEu, thQng bOo tr ng thEukFt thi h=nh h p @Png, b8o l^nh thanh toOn tr8tr Mc, tN m u b8o l^nh, b8n sao h p @Png b8ohi m cho bDn th ba, giWy Iy *uy7n v= h p @PliDn doanh `nFu c? cHng vMi nh ng ph l c ktheo v= bWt k b sung, thay thF @Jn h=ng haysung @Jn h=ng `nFu c? .

Trang 1The Amaryllis %ocklands and arbor Supply0ompany Ltd., a company organied ande$isting under the law of the epublic oferbena, having offices in Yort 3ary, erbena,hereinafter call A3A LL!S P1

0Qng ty T4 Amaryllis %ocklands v= arborSupply, th=nh l


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The Amaryllis %ocklands and arbor Supply0ompany Ltd., a company organied ande$isting under the law of the epublic oferbena, having offices in Yort 3ary, erbena,hereinafter call S&LL&

P1

0Qng ty T4 Amaryllis %ocklands v= arborSupply, th=nh l

khQng @ c ch @]nh ho c u *uy7n mkhQng c? s @Png thu u *uy7n vi9c giao lQ h=ngs p tMi @y cho m t trong sG cOc @ i l cIatQi, Allpart 3ichigan. 0hi tiFt cIa vi9c giao h=ng

s> @ c gqi tMi *u cQng ty trong v=i ng=y tM 4go=i ra, ch ng tQi s> u thOc ngh a v thanh togiO h p @Png cho @ i l cIa ch ng tQi C 4ona5udge and #urgle. 4Fu *u cQng ty gqi hoO @Jncho h{, ch ng tQi tin rng *u cQng ty s> nh


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P1G,Trang 1G,

!n the event of termination for whateverreason, the Seller shall be entitled to receivefull payment for all goods and services

delivered by the Seller at the date oftermination P1G,

Trong tr Nng h p chWm d t h p @Png v_ bWtdo n=o, BDn bOn c? *uy7n nh


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0orrespondence between the parties shall beconducted e$clusively in &nglish.

The language of all designs, drawings, plans,specifications, and all other documentation

provided by the Seller under this contract shall be &nglish however, the training materials andthe maintenance manuals specified in Article

shall be supplied in both an &nglish language version and an Arabic version. !n theevent of discrepancy between the two version,the &nglish language version shall prevail P1G%

Th t n gi a cOc bDn ch sq d ng ngQn ng dunhWt l= tiFng Anh.

4gQn ng cIa tWt c8 cOc thiFt kF, b8n v>, kF hoch d n, v= tWt c8 cOc t=i li9u @ c cung cWp

ng Ni bOn theo h p @Png n=y @ c viFt bngAnh tuy nhiDn, cOc t=i li9u @=o t o v= h Mng b8o tr_ @ c *uy @]nh t i 6i7u @ c cunghai phiDn b8n tiFng Anh v= tiFng @ c Op d ng.

Trang 1G% 0opies of the 0ontract

Two copies of this contract, one in &nglish andone in Swahili, have been signed by both parties. &ach party retains one copy in eachlanguage P1G%

B8n sao cIa h p @Png

ai b8n sao cIa h p @Png n=y, m t tiFng Anh v=m t tiFng Swahili, @^ @ c k bCi c8 hai bDn bDn gi m t b8n vMi ngQn ng t Jng ng.Trang 1G%

evolution of %isputesThe Buyer and the Seller shall make everyeffort to resolve amicably by direct, informalnegotiation any disagreement or dispute arising between them under or in connection with thecontract

P1FE

Tranh chWpBDn mua v= BDn bOn s> th c hi9n m{i n[ l c @gi8i *uyFt cOc tranh chWp n8y sinh gi a hai bDntrong ho c liDn *uan @Fn h p @Png bng hRa thQng *ua @=m phOn tr c tiFp v= thn thi9n.

Trang 1FEYrocedure for amicable settlement shall be asfollow:

a. The parties shall agree a date and placefor amicable settlement meeting

b. Attending the meeting shall be onee$ecutive representing each party andone lawyer representing each party

c. The lawyer shall not be allowed tospeak at the meeting

d. The meeting shall take place in threesessions. !n the first session, each partyshall state its position on the sub)ect ofthe disagreement. !n the second sessionthe parties shall suggest ways ofresolving the disagreement. !n the thirdsession the parties shall attempt finallyto resolve the disagreement.

!n the event that the parties fail to resolve their

ThI t c hRa gi8i @ c th c hi9n nh sau:

a. 0Oc bDn thGng nhWt thNi gian v= @]a @cho cu c h{p hRa gi8i

b. Tham gia cu c h{p gPm ng Ni @ i div= lu


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disagreement amicably, they shall proceed toarbitration on the terms specified here below P1FE Trong tr Nng h p cOc bDn khQng th gi8i *uyF

@Png bng hRa gi8i, tr{ng t=i s> @ c mNi $jtd a trDn nh ng @i7u kho8n d Mi @y.

Trang 1FESettlement of %isputesAll disputes arising in connection with the present contract shall be finally settled underthe ule of 0onciliation and Arbitration of the!nternational 0hamber of 0ommerce by one ormore arbitrators appointed in accordance withthe said ules P1F1

#i8i *uyFt tranh chWpTWt c8 nh ng tranh chWp n8y sinh liDn *uan @h p @Png hi9n t i @ c phOn *uyFt cuGi cHntrDn Lu

International Business Contract

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