Upon conclusion foreign trade transaction it is important to specify all the terms of the foreign trade contract: price, obligations of the parties, content of the foreign trade contract. For an example and drafting example, see the article.
Conclusion of a foreign trade contract
Domestic companies are sometimes ready to enter into a foreign trade transaction (export and import of goods, works and services), without completely working out the terms of the foreign trade contract and its details:
- without checking the existence, reliability, powers of the counterparty;
- with advance payment of import supplies without ensuring return;
- with the delivery of goods for export without prepayment and a significant deferment of payment.
They agree to conclude foreign trade contracts, in which the emphasis is far from being in favor of the Russian side: the rights of the foreign partner are described in detail with a minimum of his responsibilities, while the responsibilities of the Russian side are disproportionately greater than its rights. But one such foreign trade transaction can lead to the insolvency of the enterprise. It must be remembered that the final result of cooperation with a foreign company depends on the correct drafting of a foreign trade contract, especially in terms of distribution of costs.
But before we consider the features of drawing up a foreign trade contract, let’s talk separately about the language barrier. To avoid this, find a translator who specializes in commercial law. Instruct him to translate the clauses of the contract as close to the meaning as possible. At the same time, re-read the text in Russian yourself and try to check the translation - it should be understandable to you and your specialists. Take a translator with you when discussing the terms of a foreign trade transaction with your counterparty. In this case, he will understand the meaning of the contract, its context, and make the translation as accurate as possible. If the translation is performed outside the negotiation process, demand that the translator ask you the maximum number of questions. The absence of questions is a signal that the risk of poor-quality translation may be very high.
A good translator will advise you to slightly “remake” the text in the original Russian language so that the wording is completely equivalent. But don’t translate the bank details - always indicate them only to English language and better in capital letters. Do not translate company names. If you don’t know how to write the counterparty’s address in Russian, then write in the counterparty’s language. When concluding a foreign trade contract, indicate in a separate clause the languages in which it is drawn up. The issue of priority of language can be a stumbling block in arbitration disputes in case of discrepancies in the meaning of words. Which language should be given priority is a matter of negotiation. In our practice, it is common to draw up a foreign trade contract in two languages: Russian and English. The latter is usually accepted by everyone.
When concluding a foreign trade contract, it is important to take into account some features.
Feature 1. Money issues
Indicate the contract currency and its abbreviated code from the classifier (there should not be just rubles, dollars and dinars - you need to indicate “Australian dollars”, “Belarusian rubles” and “Kuwaiti dinars”). Fractional parts of the currency (cents, kopecks and fils) are not used in formulations, since in international settlements a clear amount format has been developed in words.
Separately specify the currency of payments (it may not coincide with the currency of the contract price).
Clearly state the conditions, terms and mechanism for returning advance payments in the event of non-delivery of goods or failure to perform work (failure to provide services). To avoid significant fines, provide bank guarantees for the return of the advance payment or non-fulfillment of the contract, use secure settlements - payment under a letter of credit. Do not agree to 100% prepayment for a transaction with an unfamiliar counterparty.
Sometimes, in order to make a decision on the use of “protected” forms of payment in the form of a bank guarantee or letter of credit, the results of an analysis of the financial condition performed on the basis of financial statements your counterparty. In our practice, there are cases where the results of such an analysis allowed us to take a completely different look at your future partner and take all measures related to minimizing the risks of non-repayment of the advance payment upon import, or non-payment for goods shipped for export. However, in this case, be prepared for the fact that similar financial statements will be requested from you. Also request an audit opinion based on the results of an audit of your partner's financial statements. You can go even further: analyze the financial condition of not only your future partner, but also the bank that serves your foreign counterparty. The presence of a negative rating of the servicing bank may create a threat of non-payment.
Describe in detail the distribution of banking expenses. Of course, this is a subject of agreement between the parties, and it is difficult to predict which wording will suit your partner.
The presence of the wording described in the example in the future will allow the transaction to be “closed” for the purposes of applying tax and currency laws. This is relevant if, for example, revenue is credited to your current account in full, minus the withheld bank commission.
Feature 2. Terms and conditions of delivery of a foreign trade contract
Indicate in detail the place of delivery with reference to the basis from Incoterms (eng. Incoterms, International commercial terms, international rules in dictionary format, providing unambiguous interpretations of the most widely used trade terms in the field of foreign trade).
|
Example Prices under this Contract specified in Appendix No. 1 to this Contract are set in euros and are understood on EXW delivery terms, federal Republic Germany, Leipzig, warehouse Geo Sys GmbH (Incoterms 2010).” Another variant: The Seller delivers the Goods to following conditions: DAP, Republic of Uzbekistan, Tashkent region, Bekabad, st. Sirdaryo, 1, customs warehouse of Uzmetkombinat JSC (Incoterms-2010).” It would be a good idea to add the following paragraph: For the purposes of this Contract, the phrase “Incoterms” means the original text of the International Chamber of Commerce (ICC) Incoterms® 2010 Rules for the Use of National and International Trade Terms (ICC Publication No. 715, 2010 edition). |
The parties to a foreign trade contract for the sale and purchase of goods have the right to choose any version of the Incoterms rules for their contracts, and it is important to clearly indicate the selected version of the rules: “Incoterms-2010”, “Incoterms-2000”, “Incoterms-90” and so on. Next, describe the order of delivery of goods, that is, the completion dates of deliveries and (or) the delivery schedule for specific batches of goods.
Please note that the absence of a ban on partial deliveries of goods may increase your costs for acceptance and (or) transportation of imported goods.
Specify in a separate paragraph the moment of transfer of ownership (the procedure for determining the date of transfer of ownership). This is important because in accounting and tax accounting, accounting entries (entries) will be made on the corresponding date. This is only relevant for goods and intellectual property.
For the purposes of preparing financial statements under IFRS, the moment of transfer of risks and benefits is important, which often coincides with the moment of transfer of ownership. However, if reporting under IFRS is relevant to you, then it is better to separately indicate the moment of transfer of risks and benefits, or indicate that it corresponds to the moment of transfer of ownership.
Write down the level of quality that you need, as well as the warranty period that you agreed on.
A separate point is the procedure for calling the parties in case of detection of deficiencies. It is necessary to indicate in the contract a clause stating that your competent representative is obliged to be present at:
- documenting the fact of inadequate quality of the Product;
- establishing the causes of its malfunction;
- developing proposals to resolve the problem.
This can significantly reduce penalties associated with the delivery of Goods of inadequate quality, and will also reduce your losses, both in the form of actual damage and lost profits.
Feature 3. Rights and obligations of the parties to a foreign trade contract
Be sure to clearly state in the foreign trade contract the counterparty’s responsibility to you. It would be correct if the parties’ responsibilities were “mirror” according to the terms. For example, you are responsible for late delivery of goods, your counterparty is equally responsible for late payment, or vice versa. Prescribe a detailed scenario of the parties’ actions in the event of force majeure circumstances.
|
Foreign trade contract: sample “In the event of any force majeure circumstance (strike, fire, flood, earthquake, epidemic, the adoption of government regulations during the validity period of this Contract that impede its execution and other force majeure circumstances), which directly affects the performance of this Contract, the delivery time provided for in this Contract will be extended accordingly for the period of such circumstances. The parties undertake to immediately inform each other by telegram about the beginning and end of force majeure circumstances that impede the execution of this Contract. Such information must be confirmed by the Chamber of Commerce and Industry or other competent authority of the country in which the force majeure event occurs. If such information about the beginning and end of these circumstances is sent later than 14 (fourteen) calendar days, The Seller and the Buyer are deprived of the right to refer to them in the future. If the delay in delivery due to force majeure continues for more than six (6) months, the Buyer will have the right to cancel this Contract in whole or in part without any compensation to the Seller for costs or damages associated with such cancellation. In this case, the Seller undertakes to return to the Buyer all amounts transferred under this Contract within 30 (thirty) calendar days from the date of receipt of the notice of termination. Before exercising this right, the parties will meet and try to resolve the issue amicably." |
It is better to inquire in advance which competent authority will testify to circumstances of force majeure (force majeure) in the territory of the relevant state along the entire route of the Goods. In Russia it is the Chamber of Commerce and Industry Russian Federation(Article 15 of the Law of the Russian Federation “On Chambers of Commerce and Industry in the Russian Federation” dated July 7, 1993 No. 5340-1). If possible, insist on substantive law in the court of your country, indicating the place of consideration of the dispute. According to the latest data, previously universally recognized international courts have begun to show their political bias when making verdicts.
Many chambers of commerce and industry have their own arbitration courts. There is such an arbitration court at the Perm Chamber of Commerce and Industry. You have the right to offer your foreign partner the arbitration court that suits you to a greater extent, and which, in the event of a dispute, will be associated with the least amount of legal costs and (or) with the minimum time for consideration of the dispute.
Don't forget to indicate which country's laws apply in case of disputes.
Ask your lawyer if he knows, for example, English and/or Italian law. If not, insist that the laws of the Russian Federation be applicable to your foreign trade contract. Otherwise, if a dispute arises, you will inevitably have to resort to the expensive services of external lawyers and consultants.
Ilya Ivanov, expert of the Perm Chamber of Commerce and Industry. Experience in the field of foreign economic activity - more than 13 years. He has a certificate for the qualification "Professional financial manager, module "IFRS and financial accounting" ("The Institute of Certified Financial Managers" / Institute of Certified Financial Managers, UK), a certificate of a professional accountant for the qualification "Chief Accountant" ("Institute professional accountants and auditors of Russia" under the Ministry of Finance of the Russian Federation).
Mikhail Gorodilov, director of the department of economic, financial and accounting expertise of the Perm Chamber of Commerce and Industry. In the field of economics and finance - since 1996. Currently director of the department of economic, financial and accounting expertise of the Perm Chamber of Commerce and Industry. Has the qualification "DipIFR Rus (IFRS)". Doctor of Economic Sciences (2010), Associate Professor (2009).
VTK-Trade is an international transport company providing a wide range of logistics and intermediary services. We organize reliable and profitable delivery of cargo from China to Russia, provide assistance in registration necessary documentation, certification, consolidation, storage and customs clearance of goods and other related services.
Cargo transportation from China and other countries of the Asia-Pacific region is carried out by any possible types transport: aviation, sea, rail and road. Qualified specialists of the VTK-Trade company will select for you the optimal transportation route and the most suitable options transportation, calculate the full cost of imports from China, Japan, South Korea or other countries, will take care of the customs clearance. Cargo is accepted at warehouses in Suifenhe, Guangzhou, and Beijing.
Thanks to many years of experience and successful cooperation with reputable foreign partners, we implement logistics tasks of any complexity. We organize express delivery if the client requires fast delivery of a consignment of goods. If the customer’s priority is the low cost of wholesale supplies from China, then we will select the most economical options. We work with the most different types goods: from oversized objects, such as machines or bulky equipment, to the smallest consignments that can be delivered to the recipient as part of groupage cargo.
The VTK-Trade company also provides its clients with a number of intermediary services. We will help you find reputable suppliers and arrange direct supplies of goods from China and other Asian countries. Our advantage is our favorable location in the center of transport routes in the Far East, connecting the border crossings of the Trans-Siberian Railway with the Vladivostok-Khabarovsk state highway and all sea trade ports of Primorye. This allows us to organize the delivery of goods from China in the shortest possible time.
Our clients can take advantage of any cargo transportation services, as well as full logistics outsourcing from VTK-Trade. We will take care of the entire process of international delivery: from placing an order with the supplier, consolidation and storage of goods in our foreign warehouses, certification, insurance and declaration, route development, loading and transportation, right up to delivery and unloading directly to the client’s warehouse.
We work individually with each customer, implementing not only already proven logistics schemes, but also developing new ones - taking into account all the needs and wishes of the client. Our priorities: reliability and safety of cargo, economic expediency and delivery exactly on time.
If you have any questions, please contact us, our specialists are always open to communicate with partners and will provide you with full consultation on any details of interest!
LLC "Torgovlya" A country Series №№ from date of issue g., issued Name of body ), hereinafter referred to as the “Seller”, represented by Full name of the signatory , on the one hand, and
LLC "Avtotrans" , established and operating under the laws A country, (certificate of state registration series Series №№ from date of issue g., issued Name of body), hereinafter referred to as the “Buyer”, represented by Position of authorized person Full name of the signatory, acting on the basis Basis of authority of the signatory, on the other side,
collectively referred to as the “Parties”, and individually referred to as the “Party”,
have entered into this supply agreement in accordance with Incoterms 2010 (hereinafter referred to as the “Agreement”) as follows:
1. The Subject of the Agreement
1.1.Under the “Agreement”, the “Seller” undertakes to supply Name of product (hereinafter referred to as the “Product”) on the terms of DAT Destination in accordance with Incoterms® 2010 (Incoterms 2010), and the “Buyer” undertakes to accept and pay for the “Goods” on the terms provided for in the “Agreement”.
1.2. In the “Product Specifications” (Appendix No. No. Application - Specification to the “Agreement”), which is an integral part of the “Agreement”, the “Parties” define:
Name of product"
quantity of goods"
assortment of “Products”
mass of the “Goods” as cargo
unit price"
documents transferred along with the “Goods”
1.3. The recipient of the “Goods” is the person indicated in the shipping order.
1.4. Shipping order in the form established in Appendix No. to the “Agreement” must be sent to the “Seller” no later than Referral deadline calendar days before the delivery date.
1.5.”The “Seller” guarantees that the supplied “Goods” are free from any rights and claims of third parties, including those based on industrial property or other intellectual property, and are not under arrest and (or) pledge.
1.6. The warranty period for the “Product” is indicated in the “Product Specifications”.
1.7.The shelf life of the “Product” is indicated in the “Product Specifications”.
2. Duration of the contract
2.1.”The Agreement” comes into force from the moment it is signed by the “Parties” and is valid until Date or event .
3. Rights and obligations of the parties
3.1. The “Seller” is obliged:
3.1.1. In accordance with the “Agreement”, provide the “Buyer” with the “Goods”, a commercial invoice, as well as any other evidence of compliance of the “Goods” that may be required under the terms of the “Agreement”. Any document mentioned in paragraphs. 3.1.1 to 3.1.10 of the “Agreement”, may be in the form of an equivalent electronic record or other procedure if this is customary.
3.1.2. If required, at your own expense and risk, obtain an export license or other official permit and complete all customs formalities necessary for the export of the “Goods” and its transportation through any country before delivery of the “Goods”.
3.1.3.Contracts of transportation and insurance
3.1.3.1.”The “Seller” is obliged, at his own expense, to enter into a contract for the carriage of the “Goods” to the named terminal at the agreed port or destination. If a specific terminal is not agreed or cannot be determined based on practice, the “Seller” may select the terminal most suitable for its purposes at the agreed port or place of destination.
3.1.3.2. The “Seller” has no obligation to the “Buyer” to conclude an insurance contract. However, the “Seller” is obliged to provide the “Buyer,” at his request, at his risk and expense (subject to any expenses), with the information necessary for the “Buyer” to obtain insurance.
3.1.4. Unload the “Goods” from the arriving vehicle and place it at the disposal of the “Buyer” by presenting it at the named terminal specified in clause 3.1.3.1 of the “Agreement” at the port or at the place of destination within the time limits established by clause 4.1 “ Agreement."
3.1.5."The Seller" bears all risks of loss or damage to the "Goods" until it is delivered in accordance with clause 3.1.4 of the "Agreement", with the exception of the risks of loss or damage under the circumstances specified in clause 3.3.5 of the "Agreement" "
3.1.6. The “Seller” is obliged to pay:
3.1.6.1. in addition to the costs provided for in clause 3.1.3.1 of the “Agreement”, all costs related to the “Goods” until the moment of its delivery in accordance with clause 3.1.4 of the “Agreement”, except for the costs paid by the “Buyer” “, as provided in clause 3.3.6 of the “Agreement”;
3.1.6.2.if required, costs associated with completing customs formalities for export, payment of all duties, taxes and other charges levied upon export, as well as costs of transportation through any country prior to delivery, as provided in clause 3.1.4 " Agreement."
3.1.7. The “Seller” is obliged to give the “Buyer” adequate notice to enable the “Buyer” to take measures usually necessary to enable him to accept the “Goods”.
3.1.8.”The “Seller” is obliged, at its own expense, to provide the “Buyer” with a document allowing the “Buyer” to accept delivery of the “Goods”, as provided in clause 3.1.4 and clause 3.3.4 of the “Agreement”.
3.1.9.”The “Seller” is obliged to bear all costs associated with checking the “Goods” (quality check, measurement, weighing, counting) necessary for the delivery of the “Goods” in accordance with clause 3.1.4 of the “Agreement”, as well as expenses on inspection of the “Goods” before shipment, which is prescribed by the authorities A country. The “Seller” is obliged to provide packaging for the “Goods” at his own expense, except in cases where in this industry of trade it is usually customary to ship the “Goods” specified in the “Agreement” without packaging. The “Seller” may pack the “Goods” in such a way as is necessary for its transportation, unless the “Buyer” notifies the “Seller” of specific packaging requirements before entering into the “Agreement”. Labeling of the packaged “Goods” must be carried out properly.
3.1.10. If required, the “Seller” is obliged to promptly provide the “Buyer” or assist him in obtaining, at the request of the “Buyer”, at his risk and expense, documents and information, including safety information, which may be required “ Buyer" for the import of the "Goods" and/or its transportation to the final destination. The “Seller” is obliged to reimburse the “Buyer” for all costs and fees incurred by the “Buyer” in obtaining or providing assistance in obtaining documents and information, as provided in clause 3.3.10 of the “Agreement”.
3.2. The “Seller” has the right:
3.2.1. Demand payment of the agreed price in the manner and within the time limits established by the “Agreement”.
3.3. The “Buyer” is obliged:
3.3.1.Pay the price of the “Goods” as provided in the “Agreement”. Any document mentioned in paragraphs. 3.3.1 to 3.3.10 of the “Agreement”, may be in the form of an equivalent electronic record or other procedure if this is customary.
3.3.2. If necessary, obtain, at your own risk and expense, an import license or other official permit and complete all customs formalities necessary for the import of the “Goods”.
3.3.3.Contracts of transportation and insurance
3.3.3.1. The “Buyer” has no obligation to the “Seller” to conclude a transportation agreement.
3.3.3.2. The “Buyer” has no obligation to the “Seller” to conclude an insurance contract. However, the “Buyer” is obliged to provide the “Seller”, at his request, with the information necessary to conclude an insurance contract.
3.3.4. The “Buyer” is obliged to accept delivery of the “Goods” as soon as they are delivered in accordance with clause 3.1.4 of the “Agreement”.
3.3.5. “The Buyer” bears all risks of loss or damage to the “Goods” from the moment of its delivery in accordance with clause 3.1.4 of the “Agreement”, if:
3.3.5.1. The “Buyer” does not fulfill his obligations in accordance with clause 3.3.2 of the “Agreement”, he bears all the associated risks of loss or damage to the “Goods”; or
3.3.5.2."The Buyer" does not provide notice in accordance with clause 3.3.7 of the "Agreement", he bears all risks of loss or damage to the "Goods" starting from the agreed date or from the date when the agreed delivery period has expired, provided that that the “Goods” were clearly identified as “Goods” being the subject of the “Contract”.
3.3.6. The “Buyer” is obliged to pay:
3.3.6.1. all expenses related to the “Goods” from the moment of its delivery, as provided in clause 3.1.4 of the “Agreement”;
3.3.6.2. all additional expenses incurred by the “Seller” if the “Buyer” did not fulfill its obligations in accordance with clause 3.3.2 of the “Agreement” or did not submit a notice in accordance with clause 3.3.7 of the “Agreement”, provided that that the goods were clearly identified as “Goods”, which are the subject of the “Contract”;
3.3.7. Since the “Buyer” is given the right to determine the date within the agreed period, and/or the point of acceptance of delivery at the named place of destination, he is obliged to give the “Seller” proper notice of this.
3.3.8. The “Buyer” is obliged to accept the delivery document issued in accordance with clause 3.1.8 of the “Agreement”.
3.3.9."The Buyer" is obliged to bear the costs of mandatory inspection of the "Goods" before shipment, except in cases where such inspection is carried out by order of the authorities A country.
3.3.10. The “Buyer” is obliged to promptly inform the “Seller” about the requirements for safety information so that the “Seller” can act in accordance with clause 3.1.10 of the “Agreement”. The “Buyer” is obliged to reimburse the “Seller” for the costs and fees incurred in providing or assisting in obtaining documents and information, as provided for in clause 3.1.10 of the “Agreement”. If required, Buyer shall promptly provide to Seller or assist in obtaining by Seller, at Seller's request, risk and expense, documents and information, including security information, that Seller may require to transportation, export of “Goods” and for its transportation through any country.
3.4. The “Buyer” has the right:
3.4.1. Require the transfer of the “Goods” to him within the period established by the “Agreement” and in the quantity specified in the “Product Specifications”.
4.Procedure for delivery of goods
4.1. Delivery times for the “Goods” are determined by the “Parties” in the “Product Specifications”.
4.2. Delivery and acceptance of the “Goods” is carried out in accordance with paragraphs. 3.1.4, 3.3.4 “Agreements”:
4.2.1.Delivery terminal - Delivery terminal .
4.2.2.Destination - Destination
4.3. Delivery of goods is carried out Kind of transport.
4.4.”The “Product” is delivered in packed boxes that ensure complete safety and protection of the “Product” from any damage during transportation.
4.5. “The Goods” are considered delivered and the obligations of the “Seller” are fulfilled from the moment the “Goods” are transferred to the “Buyer” at the terminal. The storage of the “Goods” at the terminal during the agreed delivery period is carried out by the “Seller”.
4.6. The Seller guarantees that the “Goods” comply with the conditions and requirements for such goods in A country.
4.7. Early delivery of the “Goods” can only be made with the written consent of the “Buyer”.
4.8. If the “Seller” delivered the “Goods” ahead of schedule without the prior consent of the “Buyer”, and the “Buyer” accepted it, then the “Goods” must be counted against the quantity to be delivered in the next period.
4.9. The quantity of “Goods” not delivered in one delivery period is subject to delivery within Additional delivery time working days from the date of delay.
4.10. Confirmation of the fact of transfer of the “Goods” is the signing between the “Seller” and the “Buyer” or their authorized representatives of the acceptance certificate of the “Goods”, drawn up in 2 (two) identical copies.
5. Cost of goods and payment procedure
5.1.The total cost of the “Goods” is Price (Cost in words ) Currency name .
5.2.Payment under the “Agreement” is carried out in the order of 100% prepayment before Prepayment period in total Prepayment amount (Prepayment amount in words ) Currency name .
5.3.Method of payment under the “Agreement”: transfer by “Buyer” by bank transfer Money V Currency name to the account of the “Seller” specified in clause “Agreement”. In this case, the obligations of the “Buyer” regarding payment under the “Agreement” are considered fulfilled from the date of receipt of funds to the account of the “Seller”.
6. Responsibility of the parties
6.1. The “Parties” are responsible for non-fulfillment or improper fulfillment of their obligations under the “Agreement” in accordance with international law.
6.2.”The “Party” that has violated its obligation under the “Agreement” is obliged to compensate the other “Party” for all losses caused by such violation, including lost profits.
6.3. Payment of sanctions does not relieve the “Parties” from fulfilling their obligations under the “Agreement”.
7.Grounds and procedure for termination of the contract
7.1. The “Agreement” may be terminated by agreement of the “Parties”, as well as in unilaterally at the written request of one of the “Parties” on the grounds provided for by international law.
7.1.1. Unilateral termination of the “Agreement” is carried out only at the written request of the “Parties” within Review period calendar days from the date of receipt by the “Party” of such a requirement.
8. Resolution of disputes from the contract
8.1.The law applies to the “Agreement” Country name .
8.2. The “Parties” undertake to resolve all possible disputes arising from the “Agreement” or in connection with its execution through negotiations.
8.3. If the “Parties” do not reach agreement on controversial issues, the dispute shall be resolved in accordance with the ICC Arbitration Rules 2012.
8.4.Number of arbitrators - Number of arbitrators.
8.5. Place of arbitration proceedings - Place of proceedings .
8.6.Language of arbitration proceedings - Language of proceedings .
9.Force majeure
9.1. “The Parties” are released from liability for complete or partial failure to fulfill obligations under the “Agreement” if the failure to fulfill obligations was the result of force majeure, namely: fire, flood, earthquake, strike, war, actions of government authorities or other independent from the “Parties” of the circumstances.
9.2.”The “Party” that cannot fulfill its obligations under the “Agreement” must promptly, but not later Notice period for force majeure calendar days after the occurrence of force majeure circumstances, notify the other “Party” in writing, providing supporting documents issued by the competent authorities.
9.3. The “Parties” acknowledge that the insolvency of the “Parties” is not a force majeure circumstance.
9.4.If force majeure circumstances last more than Period of force majeure , The “Parties” jointly determine the further legal fate of the “Agreement”.
9.5. The occurrence of force majeure circumstances, subject to compliance with clause 9.4 of the “Agreement,” extends the period for fulfilling contractual obligations for a period corresponding to the duration of the occurrence of the circumstance and a reasonable period for its elimination.
9.6.If the period of force majeure circumstances exceeds Period of force majeure , then “Parties” by mutual agreement has the right to determine new deadlines for the fulfillment of its obligations under the “Agreement” or to refuse to fulfill its obligations under the “Agreement”.
10.Other conditions
10.1. All changes and additions to the “Agreement” are drawn up in the form of written agreements signed by authorized representatives of the “Parties”.
10.2. In all other respects that are not expressly provided for in the “Agreement,” the “Parties” are guided by the current legislation of the Russian Federation and international treaties with the participation of the Russian Federation.
10.3. In case of change of name, location, bank details and other data, each of the “Parties” is obliged to Message deadline deadline to inform the other “Party” in writing about the changes that have occurred.
10.4. For all issues that have not been resolved in the terms of the “Agreement”, but directly or indirectly arising from the relations of the “Parties” under it, affecting the property interests and business reputation of the “Parties”, bearing in mind the need to protect their legally protected rights and interests, The “Parties” will be guided by the rules and provisions of international law.
10.5.”The Agreement” is drawn up in two original copies in Russian and Language name languages having the same legal force, while both texts are completely authentic.
11.List of applications
11.1.Appendix No. No. Application - Specification - "Specification".
11.2.Appendix No. No. Appendix - Shipping order — “Shipping order.”
12.Addresses and details of the parties
"Seller": legal address - Legal address ; mailing address - Mailing address; tel. — Telephone; Fax - Fax; e-mail - Email; TIN - TIN; Checkpoint - checkpoint; OGRN — OGRN; r/s - Checking account V Bank short-form Correspondent account ; BIC BIC.
"Buyer": legal address - Legal address ; mailing address - Mailing address; tel. — Telephone; Fax - Fax; e-mail - Email; TIN - TIN; Checkpoint - checkpoint; OGRN — OGRN; r/s - Checking account
CONTRACT No. 12/04
Stroyservis LLC (Ukraine, Zaporozhye), hereinafter referred to as the “Seller” represented by director Savelyev F.V., acting on the basis of the Charter on the one hand, and “IMPA A.S.” (Turkey, Istanbul) hereinafter referred to as the “Buyer”, represented by director Farukh Kerim Gokay, have entered into this contract as follows:
1. SUBJECT OF THE CONTRACT
1.1. The Seller, in accordance with this contract, undertakes to sell, and the Buyer to pay for and accept the following goods: cement M-400 produced in Ukraine, hereinafter Goods, in the amount of 60 tons, at a price of 56.11 US dollars per 1 ton on the terms and conditions, stipulated in this contract.
2. QUALITY
2.1 The quality of the supplied Goods must comply with GOST 30515-97 and be confirmed by the quality certificate of the manufacturer.
3. TERMS OF DELIVERY
3.1 Delivery of the Goods is carried out on the terms of CPT Odessa (in accordance with international rules INCOTERMS 2000).
4. PRICE AND TOTAL VALUE OF THE CONTRACT
4.1 The price for the Goods under this contract is fixed, set in US dollars and includes loading costs vehicle, delivery of the Goods by car to the point of delivery, customs costs for export clearance.
4.2 The total cost of the contract is 3366 (three thousand three hundred sixty-six) dollars 60 US cents.
5. PAYMENT PROCEDURE
5.1 The cost of supplying the Goods under this contract is paid by issuing a letter of credit.
The Letter of Credit opened in accordance with this contract is subject to the Uniform Customs and Practice for Documentary Credits, as amended in 19XX, published by the International Chamber of Commerce No. 500.
5.2 The Buyer undertakes to open in favor of the Seller, within 15 days from the date of signing the Contract, an irrevocable, documentary, confirmed letter of credit for the amount of the cost of the Goods supplied under this Contract - 3366 (three thousand three hundred sixty-six) dollars 60 US cents.
5.3 The letter of credit must be opened under the following conditions:
5.3.1. The form of the letter of credit is irrevocable, confirmed by Commerzbank AG, Frankfurt-am-Main/Germany, SWIFT COBADEFF.
5.3.2. The expiration date of the letter of credit is December 31, 2004.
5.3.3. The letter of credit is executed by payment. The nominated bank is the confirming bank.
5.3.4. Currency code USD.
5.3.6. Delivery point – port terminal in Odessa, Ukraine.
5.3.7. Overload: not allowed.
5.3.8. The deadline for submitting documents is within 10 days from the date of shipment.
5.3.9. Delivery time: within 30 calendar days from the date of opening of the letter of credit.
5.3.10. Payment under the letter of credit will be made against the presentation by the Seller of the following documents
Invoice (3 originals);
Quality certificate – original, certified by the Seller;
Certificate of origin (original);
Consignment note (original + 2 copies);
Packing list (original + copy);.
5.3.11. Introduction of additional conditions to the letter of credit by mutual agreement of the parties.
5.3.12. Payment of commissions: all costs associated with opening a letter of credit and confirmation costs are paid by the Buyer, the commission of the beneficiary bank is paid by the Seller;
5.4. If the opening of the letter of credit is delayed due to the fault of the Buyer, the Seller has the right to terminate this Contract by notifying the Buyer within five days from the date of opening the letter of credit provided for in this Contract.
5.5 The Seller who chooses to maintain the Contract shall be entitled to reimbursement of any additional costs it incurs as a result of the delay in issuing the Letter of Credit.
5.6 Currency of payment under the agreement is US dollars.
5.7 The date of payment is the day the funds are credited to the Seller’s bank account.
6. PROCEDURE FOR DELIVERY OF GOODS
6.1 The date of delivery of the Goods is the date specified in the shipping documents. The delivery of the Goods is accompanied by the following documents: invoice, quality certificate, certificate of origin, waybill, packing list, cargo customs declaration.
6.2 The Seller’s obligations are considered fulfilled upon receipt of a mark in the shipping documents confirming the delivery of the Goods to the place of delivery.
7. CONTAINER. PACKAGE. MARKING
7.1 The goods are shipped in three-layer paper bags weighing 50 kg, laid on wooden pallets 1 ton each, secured with stretch film and packaging sling, corresponding to the nature of the cargo being supplied, ensuring its safety during long-term transportation and storage if handled properly.
7.2 The packaging is marked with information in accordance with the standards of the country of origin.
8. RIGHTS AND OBLIGATIONS OF THE PARTIES
8.1 The parties have the right to recover damages caused in accordance with current international legislation.
8.2 The Buyer undertakes not to use the Seller’s Products in mixture with products from other manufacturers.
8.3 In case of late receipt of payment for the Goods, the Buyer shall pay the seller a penalty in the amount of 0.2% of the overdue payment amount for each day of delay.
8.4 The Buyer assumes full responsibility for compliance with anti-dumping norms, rules and procedures in its national market and the market for further sales of the Goods under this Contract, and also undertakes not to carry out transactions in these markets at prices that are dumping in accordance with international treaties and the legislation of the relevant state , and be the sole defendant in all possible anti-dumping claims and claims and pay in full the duties, fees and other penalties, as well as reimburse all expenses incurred by the Seller in connection with the defense of its interests in anti-dumping investigations.
9. FORCE MAJEURE
9.1 If circumstances occur that make it impossible for either party to fully or partially fulfill their obligations under this Contract, namely: fire, transport accidents, earthquakes, floods, war, military operations of any nature, blockade, embargo, the deadline for fulfilling obligations is postponed in proportion to the time which such circumstances will apply. The parties are obliged to notify of the occurrence of force majeure circumstances no later than 14 days from the date of occurrence. If these circumstances and their consequences continue for more than 3 months, then each party will have the right to refuse to fulfill the terms of this Contract, of which it is obliged to notify the other party. Proper evidence of the existence of the above circumstances and their duration will be certificates issued by the Chamber of Commerce and Industry of the countries of the Seller or Buyer, respectively.
10.1 In case of discrepancy in the quality and quantity of the delivered Goods. The Buyer sends the Seller complaint materials drawn up with the participation of an independent expert from the Chamber of Commerce of the Buyer’s country no later than 20 calendar days from the date of arrival of the Goods in the country
Buyer.
10.2 The Seller undertakes, within 10 calendar days from the date of receipt by mail, to consider the claims presented and provide a written response.
11. DISPUTE RESOLUTION
11.1 All disputes and disagreements that may arise from this Contract or in connection with it will, if possible, be resolved through negotiations and agreements in writing.
11.2 If disputes and disagreements cannot be resolved through negotiations, they are subject to consideration in the international commercial arbitration court at the Kiev Chamber of Commerce and Industry. When considering disputes, international legislation and Ukrainian legislation are applied.
12. DURATION OF THE CONTRACT
12.1 This Contract is valid from the moment it is signed by both parties and is valid until the parties fully fulfill their obligations under it, but no more than until January 31, 2005. This Contract can be signed by the parties directly or to expedite execution by fax, and the Contract comes into force from the moment it is signed in any of the execution methods.
13. OTHER TERMS
13.1 The Parties recognize the legal force of facsimile copies of this Contract, as well as appendices, additions, changes relating to its execution, signed bilaterally before replacing them with originals.
13.2 Transfer of ownership from the Seller to the Buyer
14. LEGAL ADDRESSES AND DETAILS OF THE PARTIES
Signatures of the parties
Director Director
_______________ ________________
Annex 1
Quality document
Highlighting the foreign economic (international) purchase and sale agreement as a whole, I would like to note that this is a transaction where parties from various countries. Of course, in order for it to be concluded competently and correctly, it is worth familiarizing yourself with all aspects in detail, avoiding future problems.
Such agreements usually include parties that will be under the jurisdiction of certain states. It often happens that an agreement is drawn up between companies that belong to the same state, and the enterprises are located in different countries. Accordingly, it should be understood that such an agreement is generally considered to be a foreign economic agreement.
International treaties are divided into two types: basic and supporting. To understand their essence, you need to carefully analyze each option.
The main contracts are:
- purchase and sale of goods:
- related to trade transactions;
- rent, leasing;
- for international tourism services.
Supporting contracts include:
- on insurance;
- for international transportation, international payment services.
In order for the contract to be drawn up correctly and competently, consultation with experienced lawyers is always required; they will be able to help avoid various problems.
The title of the document should indicate the nature of the agreement, as well as indicate:
- The contract number is assigned by agreement of the parties. It can be assigned according to the order of registration of one of the parties;
- the place where the contract will be concluded;
- date of conclusion of the contract.
The structure of the contract consists of:
- Preamble, subject of the agreement;
- Quantity and quality of goods, delivery time, date;
- The price of the goods and terms of payment are taken into account;
- Insurance;
- It is impossible not to highlight various force majeure situations;
- Other conditions.
The procedure for concluding a foreign economic purchase and sale agreement
If you study the details of an international agreement, it provides that such an agreement can be drawn up in written and oral form.
The conclusion of a foreign economic agreement occurs through:
- drawing up a document that is signed by the parties to the transaction;
- execution of exchange of offer, acceptance.
Offer and acceptance may take the form of letters and telegrams.
When highlighting a sent offer, it must clearly indicate the subject of the transaction. We will talk about this or that product, its price and quantity.
If everything is done correctly and competently, then only then can the transaction be considered completed and valid. It will have the status of an offer, and a contract will be concluded on its basis. The terms of such a contract are usually divided into basic and non-essential, and the parties themselves decide and determine which ones are considered essential and which are not.
If the parties reach mutual agreement on all the conditions that were previously established, then the contract can be safely considered concluded.
But it happens that one of the participants does not want to fulfill certain terms of the contract. At this moment, the second party has every right to terminate the transaction altogether, and in addition, demand compensation for losses. But not everyone knows about it, so that such problems do not arise and consultation with an experienced lawyer is required.
In the event that certain conditions are violated, the parties receive the right to use penalties, which are indicated in the contract. As for the possibility of unilateral termination of the contract, they do not have it.
Termination of a foreign economic sales contract
I would like to note that termination of the contract is also possible and usually this occurs by mutual agreement of the parties. Situations also arise when the contract may be terminated unilaterally, but here without judicial order there's no way around it.
Only the court decides which company violated certain prescribed terms of the contract (Article 450 of the Civil Code of the Russian Federation). For example, if one of the parties did not comply with the terms of the contract, or the quality of the goods supplied, then these are significant reasons that can lead to termination of the contract.
The contract can provide for certain situations that interest you, in which the contract is terminated unilaterally.
It is also necessary to indicate force majeure circumstances that last for a certain period of time, after which the contract can be safely terminated unilaterally.
If you want to terminate the contract, you must write an agreement and this is done strictly in writing. But if this condition is not met, then the contract cannot be considered terminated. Naturally, all the conditions that will be specified in the contract must be strictly observed. Therefore, it is recommended to carefully study each point so as not to encounter headaches.
If you want to terminate the contract through the court, doing it unilaterally, then first you need to send your proposal to the foreign company, indicating the period within which the partner must respond. If this does not happen, then you can safely go to court, where the truth will definitely be on your side.
Once a contract is terminated, it cannot be considered valid.
This results in you being released from all obligations under it, which should be taken into account. But this does not mean that it is now impossible to recover losses from a foreign organization.
For example, if at the time of termination of the contract new circumstances begin to emerge, for example, you learn that a low-quality product was delivered, then you can demand its replacement. If this option does not suit you, you have the right to demand a refund.
