Types of foreign trade agreements. What is a foreign trade contract?

The concept of a foreign trade agreement. A foreign trade agreement (contract) is a type of business transaction, that is, an agreement between economic agents, one of which is not a resident Russian Federation or, being a resident of the Russian Federation, has a commercial organization abroad aimed at establishing, changing or terminating civil rights and responsibilities when carrying out trade (export, import and re-export) operations.

A foreign trade agreement is characterized by the following features:

One of the counterparties to the transaction is a legal or individual a foreign state (non-resident) or a resident of the Russian Federation who has a commercial organization abroad;

The goods are located on the territory of a foreign state;

When fulfilling a contract, the goods, as a rule, cross the customs border of one or more foreign countries.

Typically, an agreement contains an introductory part, details of the parties (legal address and bank details) and the following basic conditions:

Subject and object of delivery (name and quantity of goods);

Methods for determining the quality and quantity of goods;

Delivery time and place;

Basic delivery conditions;

Product price and total delivery cost;

Conditions of payment;

The procedure for delivery and acceptance of goods;

Conditions of transportation;

Conditions on guarantees and sanctions;

Settlement of disputes;

Circumstances of exemption from liability (force majeure).

The contract may also include provisions common to the obligations of the seller and the buyer:

The procedure for calculating losses and their compensation in the event of a possible violation of the obligations of one of the parties;

Sanctions for late payment;

Transport and currency risks;

Exemption procedures;

The right to suspend the fulfillment of obligations;

Product insurance;

Procedure for terminating the contract.

In the practice of international trade, standard forms and contracts are widely used, which are developed by large exporters and importers and their associations. The most common form of a standard contract consists of two parts - agreed and unified.

A foreign trade agreement in accordance with the Civil Code of the Russian Federation is concluded in simple written form. It should be borne in mind, however, that the 1980 Vienna Convention on Contracts for the International Sale of Sales does not require the contract to be in writing. It can be proven by any means, including testimony. The USSR ratified the Vienna Convention with the caveat that the Convention's requirement on the form of the transaction was unacceptable to it. Therefore, a foreign trade transaction carried out by a resident of the Russian Federation is subject to Russian legislation.

The process of concluding an agreement (including foreign trade) is regulated by the norms of the Civil Code of the Russian Federation (Articles 432-444). The legal instruments of this process are offer and acceptance. When concluding and executing a foreign trade agreement, it is necessary to comply with the general rules of law applicable to property turnover (Civil Code of the Russian Federation) and special rules of Russian legislation (customs, currency, tax, foreign trade, etc.).

Sources of legal regulation of foreign trade sales contracts. To relations arising on the basis of a foreign trade agreement, both Russian and foreign law. The partners choose legislation by agreement. If there is no such agreement in the contract, then conflict of laws rules apply.

A conflict of laws rule is a rule that determines which state’s law should be applied to the corresponding legal relationship. It has a referential character. It can be guided only in conjunction with a certain substantive legal norm to which it refers, that is, the norm of legislation, decisive issue. essentially. It expresses a certain rule of behavior for participants in civil transactions, in our case - the seller and the buyer under a foreign trade sales contract.

According to the Constitution of Russia, generally recognized principles and norms of international law and international treaties of the Russian Federation are integral part its legal system. International treaties of the Russian Federation apply directly to relations regulated by civil law, except in cases where it follows from the international treaty that its application requires the publication of an internal act. If an international treaty to which the Russian Federation participates establishes rules other than those provided for by civil law, then the rules of the international treaty apply.

In the practice of international trade, the Vienna Convention of 1980 is most widely used. It determines the procedure for concluding a contract, its basic conditions, special trade terms in relation to the supply of goods and methods of determining prices, as well as the procedure for transferring ownership of goods. Its application is limited to sales contracts where the parties are located in the territory of different contracting states, or to cases where the law of a state party to the Convention is applicable to the contract.

If issues related to the subject of regulation are not directly resolved in the Convention, then they must be resolved in accordance with the general principles of the Convention; in the absence of the necessary principle - in accordance with the law applicable by virtue of the rules of private international law.

Certain types of sales are not covered by the 1980 Vienna Convention. For example, sale at auction, sale of securities, air and water transport, electricity. The Convention does not determine the procedure for settlements under a foreign trade sales contract and the limitation periods.

The provisions of the Convention are dispositive in nature, that is, it gives the parties to the contract the right, in the terms of the contract, to deviate from any of its provisions. If the purchase and sale agreement does not provide for such derogations, the rules of the Convention must apply to it.

The permanent arbitration body in Russia - the International Commercial Arbitration Court at the Chamber of Commerce and Industry of the Russian Federation - takes into account trade customs when resolving disputes. The Law of the Russian Federation on International Commercial Arbitration (1993) provides that the arbitral tribunal makes a decision taking into account the fact that this court resolves disputes on the basis of trade customs.

Trade custom (custom in trade) is a generally accepted rule that has developed in the field of foreign trade on the basis of constant and uniform repetition of these actual relations. Recognized as a source of law.

The application of customs accepted in international trade practice is carried out by the arbitration court in the following cases:

Such application is stipulated in the contract from which the dispute arose;

The rule of law that is subject to application to a controversial legal relationship refers to customs;

The application of custom is based on the provisions of an international treaty in force in relations between the states to which the parties to the dispute belong.

In commercial practice, commercial usage is also used, reflecting the established order or actually established rule in trade relations, which serves to determine the will of the parties, not directly expressed in the contract. Trade customs are taken into account to the extent that the parties knew about their existence and had them in mind when concluding the contract. Most often, customs are used in the field of maritime transport. Customs are not a source of law; their application in actual relations depends on the will of the parties, not directly expressed in the contract.

The International Chamber of Commerce has published a collection of international rules for the interpretation of trade terms (last edition - 1990) - INCOTERMS (International Commercial Terms - INCOTERMS), the purpose of which is to clarify the most commonly used terms of delivery in foreign trade, thereby minimizing or eliminating differences in the interpretation of these terms in different countries.

INCOTERMS has gained recognition and wide application, since the interpretations of individual terms proposed in it correspond to the most common trade customs and rules that have developed in the international market. INCOTERMS interprets only the trade terms used in foreign trade sales contracts and does not apply to the terms of contracts of carriage.

The main purpose of interpretation is to clearly define the terms of the contract in relation to the seller’s obligations to deliver goods to the buyer and to unify the responsibilities of the parties to the contract. The range of basic conditions is very wide and covers all necessary and sufficient options - from the case where all responsibility lies with the buyer, to the case where all responsibility lies with the seller.

The interpretations proposed in the collection correspond to the most common trade customs and rules established in international practice. The rules are advisory in nature; their application in full or in some part in the contract depends on the will of the contracting parties. If there is a discrepancy in the interpretation of the basic terms in the contract and in INCOTERMS, the terms of the contract take precedence.

Having accepted the interpretation of the term according to INCOTERMS as the general basis of the contract, the parties can make changes or additions to it that correspond to the conditions accepted in the given branch of trade or the circumstances that arose when concluding the contract. The content of these changes must be specified in detail in the contract, since they can significantly affect the price level of the goods. The parties can supplement the contract with conditions reflecting the specifics of the transaction. Main principle, on which the INCOTERMS rules are based, is the minimum liability of the seller. If the buyer, for example, wants the seller to assume extended insurance obligations, appropriate additional terms must be included in the contract, since reference to INCOTERMS rules alone is not sufficient. Cases such as breaches of contracts and their consequences, as well as difficult cases to identify the owner of the goods remain outside the consideration of INCOTERMS.

The use of INCOTERMS helps resolve the problem of conflicts between national laws and their interpretations using standard (standard) trading conditions and definitions, which are proposed as “neutral” rules.

Basic terms of delivery. The basic terms of delivery determine the obligations of the parties to the purchase and sale agreement related to the delivery of goods from the seller to the buyer, and establish the moment of transfer of ownership of the goods and the risk of accidental loss or damage to the goods from the seller to the buyer. The basis conditions create the basis (basis) of the price depending on whether delivery costs are included in the price of the product or not.

In the edition of INCOTERMS 1990, the terms defining the basic conditions are divided into four groups

1. The situation when the seller transfers the goods to the buyer directly on his premises (terms of group “E” - shipping - EXW - ex-factory).

2. The situation when the seller undertakes to deliver the goods to the carrier chosen by the buyer (terms of group “F” - the main type of transportation is not paid by the seller - FCA, FAS, FOB).

3. A situation where the seller undertakes to enter into a transportation contract, but without taking on the risk of accidental = loss or damage to the goods or any additional costs after loading the goods, the seller is responsible for the transportation of the goods, but not for its loss, damage, and does not bear additional expenses incurred after sending the goods (term group “C” - the main type of transportation is not paid by the seller - CFR, CIF, CPT, CIP).

4. Terms defining the conditions for the passage of cargo until its delivery to the country of destination. The seller bears all costs and assumes all risks until the goods are delivered to the destination country (group “D” - arrival of cargo - DAF, DES, DEQ, DDU, DDP).

The INCOTERMS for each term indicate the respective responsibilities of the seller and the buyer. However, the diversity of spheres and regions of trade does not allow universal rules to formulate in detail the obligations of the parties under all possible sales contracts. Therefore, when preparing a draft contract, it is necessary to study the practice that has developed in certain areas (trade, samples of existing contracts. It is advisable that the seller and buyer, during the period of concluding the contract, inform each other about such practice and, in order to avoid ambiguities, clearly reflect their positions with the relevant terms of the contract.

INCOTERMS rules apply only between the parties to the purchase and sale agreement and do not apply to relations arising from the contract of carriage. Answers to the questions of how the seller must fulfill his obligations to ship the goods to the carrier for their transportation and what is the legal fate of the cargo in transit should be sought in international transport legislation or in an international transportation contract.

The term “carrier” means not only an enterprise directly carrying out transportation, but also an enterprise that undertakes to act as a carrier or intermediary in the transportation and deliver the goods to the point specified by the buyer (legal or individual responsible under the contract for transportation ).

Let's consider the content and interpretation of the bases.

1. Condition “E” - ex-factory (EXW). This condition is beneficial to the seller, since it imposes a minimum of obligations on him - the only obligation of the seller is to make the goods at his enterprise (in warehouses, warehouses, terminals) at the disposal of the buyer. In this case, the seller is not “responsible for loading the goods onto the vehicle provided by the buyer. All risks associated with the transportation of goods from the seller to the destination are borne by the buyer. This basis sets out the following obligations of the parties.

The seller is obliged:

1. Deliver the goods in accordance with the terms of the contract, providing for their quality and condition.

2. Place the goods at the buyer’s disposal within the time period specified in the contract at the designated delivery point for loading onto the buyer’s means of transport, having notified him of this in advance.

In practice, the question arises about the moment when the goods become the property of the buyer. This is the provision of goods at the disposal of the buyer, which means the creation by the seller of the organizational and legal conditions and opportunities required for the buyer to inspect the goods, check their quality and quantity and take possession of them. Therefore, if the buyer, having paid for the freight of the transport, delivers the wagon for loading on the specified date, but it turns out that due to the fault of the seller the goods cannot be picked up, losses, including transportation costs and payment of the railway transport tariff, will be borne by the seller.

3. Provide, at your own expense, the packaging necessary to enable the buyer to accept the performance. This basis assumes that the seller uses the minimum packaging of his goods that ensures loading of the goods.

The legal literature provides a typical trial in an arbitration court of a dispute between the parties related to the application of the ex-works basis.

One of the Ural enterprises entered into an agreement for the supply of chemical products (urea) to the People's Republic of China on "Franco-Combine" terms. When accepting the goods, the Chinese side demanded that the urea be not only loaded onto railway platforms for the agreed price, but also packed in plastic bags. The Russian supplier reasonably did not agree with this requirement, pointing out that the chosen delivery basis required minimal packaging. To weigh and conduct a chemical analysis of urea, that is, to place the goods at the disposal of the importer-buyer, it is sufficient only to load it onto the rolling stock. If the buyer requires additional packaging to ensure better safety of the cargo in transit, the seller agrees to do this for an additional payment for unloading the goods, its packaging and new loading, as well as the cost of plastic containers. The arbitration court agreed with this position and rejected the Chinese side's claim.

4. Pay the costs incurred by checking the goods (quality checks, measurements, weighing, counting, etc.), which is necessary to make the goods available to the buyer.

5. Bear all risks to which the goods may be exposed and all costs associated with the delivery of the goods until they are placed at the disposal of the buyer.

The buyer is obliged:

1. Accept the delivered goods as soon as they are made available to the buyer at the place and time specified in the contract; pay the price of the goods in accordance with the terms of the contract.

2. Bear all costs incurred by the goods and all risks to which they may be exposed from the moment the goods are placed at the disposal of the buyer.

3. Pay customs duties and export taxes.

2. Conditions "F":

Free carrier (FCA - free carrier);

Free along the side (FAS - free alongside ship);

Free on board (FOB - free on board).

Under these conditions, the seller must transfer the goods to the carrier in accordance with the instructions of the buyer, who in turn selects the carrier and enters into a contract of carriage.

Free carrier condition (when transporting goods by railway- free wagon) means that the seller is considered to have fulfilled his obligations to deliver the goods after handing them over to the carrier. The seller's responsibilities are to place the goods, cleared for import, into the custody (protection) of the carrier or a person acting on his behalf. Free carrier conditions apply to the delivery of goods not only by land, but also by water and air. Provided the free carrier, the risk of accidental loss or damage to the goods passes from the seller to the buyer at the moment the goods are transferred to the carrier. As a rule, the place of transfer of goods to the carrier is determined by the buyer, which must be specifically stipulated in the text of the foreign trade purchase and sale agreement. If such a condition is not in the contract, the seller chooses the place where the goods are transferred to the carrier.

Customs clearance is a set of procedures for customs clearance of imported goods, providing for the payment of duties, taxes and fees when importing goods into the country.

Under FAS (free along side) condition, the seller is considered to have fulfilled his obligations when the goods are placed along the side of the ship on the quay (pier) or on the lighter (if the ship is anchored). Ownership of the goods passes from the seller to the buyer after the goods are placed on the pier along the side of the ship. The risk of accidental loss or damage to the goods and all subsequent costs are transferred to the buyer from the moment the ownership of the goods is transferred to him. As with ex-factory conditions, the buyer carries out customs clearance of the goods.

Under the FOB (free on board) condition, the seller is obliged, at his own expense, to deliver the goods on board the ship chartered by the buyer at the agreed port of loading within the specified time, and, unlike the FAS condition, to clear the goods from export duties. The buyer must charter the vessel at his own expense and promptly notify the seller of the term, conditions and place of loading, name, and time of arrival of the vessel. In this case, ownership and the risk of accidental loss or damage to the goods, as well as all further costs, pass from the seller to the buyer at the moment the goods are transferred on board through the rail of the given vessel.

3. Conditions “C”:

Cost and freight (CFR - cost and freight);

Cost, insurance and freight (CIF - cost, insurance, freight);

Freight/carrying charges, insurance paid up to... (CIP - cost, insurance paid for...);

Freight/transportation fees paid to... (CPT - cost paid to...).

Under conditions “C”, the seller must conclude a contract of carriage on normal terms at his own expense up to the point specified in the sales contract. Under the terms “cost, insurance and freight” and “freight, insurance paid before...” the seller is also obliged to arrange and pay for insurance of the cargo (goods).

Freight - payment to the owner Vehicle(mainly sea) for the services provided to them for the transportation of goods, as well as, depending on the terms of the contract, fees for loading, unloading and stowing goods.

The essence of conditions “C” is that the seller is released from any further risk of accidental loss or damage to the goods and expenses after he has properly fulfilled his obligations: concluded a contract of carriage, transferred the goods to the carrier and provided insurance under the terms “cost, insurance and freight” and “freight, insurance paid until...” (shipment agreement).

The delivery terms CFR (cost and freight) are similar to FOB terms. The risk of accidental loss or damage to the goods, as well as the risk of any increase in costs, passes from the seller to the buyer when the goods are transferred over the ship's rail at the port of shipment. The difference is that under CFR, the seller assumes the responsibility to pay the costs and freight necessary to deliver the goods to the specified destination.

The CIF (cost, insurance and freight) delivery condition imposes on the seller, in addition to the obligations under the CFR condition, also the obligation to provide insurance against the risk of accidental loss or damage to the goods during transportation. The seller is obliged to charter the tonnage and pay the freight, deliver the goods to the port and load them on board the vessel within the agreed period, hand over the bill of lading to the buyer, as well as enter into an agreement with the insurer, pay the insurance premium, issue an insurance policy to the buyer and hand over to him.

Bill of lading is a document issued by the carrier to the cargo owner to certify the fact of acceptance of cargo for sea transportation and confirmation of the obligation to transfer it to the consignee at the port of destination. Performs three functions: receipts for the receipt of cargo by the ship; shipping document in international trade; evidence of the existence and content of the contract of carriage.

Delivery terms FAS, FOB, CFR, CIF are used only for transportation by water.

4. Conditions "D":

Delivery free-border (DAF - delivered at frontier);

Delivery ex-ship (DES - delivered at ship);

Delivery ex-berth (DEQ - delivered et quay);

Delivery without payment of customs duties (DDU - delivered duty unpaid);

Delivery with payment of customs duties (DDP - delivered duty paid).

Under conditions “D”, the seller is responsible for the arrival of the goods at the agreed point or port of destination and bears all risks and all delivery costs (arrival agreement). These conditions fall into two categories:

Under the conditions of “delivery free-to-border”, “delivery free-ship” and “delivery without payment of customs duties”, the seller is not obliged to deliver the goods with customs clearance for import;

Under the conditions of “delivery free berth” and “delivery with payment of customs duties,” the seller is obliged to deliver the goods and clear the goods through customs.

The choice of one or another basic delivery condition is determined by the parties to the contract, who must keep in mind that this choice predetermines the content of many subsequent terms of the contract. In this case, both the seller and the buyer proceed from the principle of the lowest material costs for delivery. For example, the costs incurred by the seller, under the condition of the buyer's ex-warehouse, are included in the price of the goods, which can be paid in foreign currency. If the buyer has a shortage of foreign currency, then ex-factory conditions are more favorable for him. In this case, the buyer can avoid additional costs in foreign currency by arranging, for example, delivery of the goods using his own transport or under an agreement with a carrier that does not require payment in foreign currency.

Formation of the terms of a foreign trade agreement. The formation of the terms of a foreign trade transaction can be carried out in two ways, depending on the legal system used:

1. If contractual obligations are regulated by Russian legislation or the legislation of a foreign partner, the parties have the right to formulate the terms of the agreement either in accordance with the civil legislation of Russia (including the Vienna Convention as an element of the legal system) or in accordance with the law of the foreign partner.

2. If private international law is chosen as the applicable law, the content of the contract may be formed under the influence of international unified rules for the interpretation of commercial terms (INCOTERMS delivery bases).

The conflict of laws rule of private international law establishes that the law governing a foreign trade transaction is determined by the place where the contract is concluded. Therefore, the contract must indicate the place of its signing.

If the parties to the contract have not specified the terms of the law that will guide them when considering disputes, then it is the place where the contract is concluded (it is signed) that will indicate the applicable law. For Russian entrepreneurs, it is advisable to indicate in the contract the place of its signing - the Russian Federation, although negotiations can be conducted in any other country.

When using INCOTERMS delivery bases, the following must be taken into account:

1. INCOTERMS become part of a foreign trade contract only when the parties directly or indirectly refer to them. If the trade law of Austria, France or Germany is chosen as the applicable law, the terms of INCOTERMS under the laws of these states apply even if this is not specifically provided for in the contract. Therefore, when concluding a deal with partners from these countries and not wanting to be guided by INCOTERMS, you should specifically stipulate this circumstance.

2. The parties, having accepted INCOTERMS as common basis contract, can make additions to the contract that correspond to the conditions accepted in this branch of trade, or their personal desires, or special circumstances that arose when concluding the contract. Any provision contained in INCOTERMS cannot be applied or relied upon by the interested party if the matter was otherwise dealt with at the conclusion of the contract.

3. INCOTERMS bases do not apply to the terms of the contract of carriage. These customs apply only in the relationship between the parties to this agreement - the seller and the buyer and have neither direct nor indirect meaning for the carrier.

When concluding a foreign trade sales contract, it is necessary to reach an agreement on all significant issues. These include:

Subject of the agreement;

Product quality;

Product price and total contract amount;

Delivery time;

Payment method;

IN last years activity has increased significantly Russian companies as independent subjects of foreign trade activities. Every year the number of organizations doing business directly with foreign partners increases. The growing mutual interest of foreign and Russian companies is determined by the mutual benefit of such cooperation. The expansion of mutual contacts leads to agreements on concluding foreign trade transactions, which take the form of foreign trade agreements - contracts.

Foreign trade activities can be defined as “activities involving transactions in the field of foreign trade in goods, services, information and intellectual property.”

A foreign trade contract is the main commercial document that defines the relationship between the participants in a foreign trade transaction, their rights and obligations.

The term "contract" is widely used in domestic and global commercial practice. This fixes the commercial (compensatory) nature of the relationship between the parties. However this term is absent from the Civil Code of the Russian Federation and from translations into Russian of a number of commercial documents. Instead of a contract, an “agreement” is used, as is customary in the internal economic practice of our country. An agreement can formalize relations between the parties of both a commercial and non-commercial nature, including agreements at the interstate level on trade, economic, scientific, technical, foreign policy and other issues. Agreements are the legal form in which the relations of the parties are clothed, containing rights and obligations in the implementation of foreign economic activity. Nevertheless, Russian participants in foreign trade activities often use other names for this document: contract, transaction, agreement, in some cases protocol (for formalizing special contractual relations, for example, preliminary agreement on concluding a contract). Most often, instead of the term “contract”, “agreement” is used. In English, the most common language in world trade, an agreement of a commercial nature is referred to as a “contract”. The various names do not play any legal role; all these agreements are contracts aimed at creating mutual rights and obligations.

Modern legal systems, including the legal system of Russia, provide participants in foreign economic activity with ample opportunities to determine their rights and obligations2. The parties themselves determine the structure of the agreement, its content, etc. It is the agreement (contract), as a legal document, that arbitration bodies first of all turn to when a dispute arises between the parties. Therefore, it is necessary to include detailed terms in the concluded contracts to establish mutual rights and obligations, defining possible actions and the consequences of such actions. If this does not happen, arbitration bodies are forced to turn to legislative acts.

Despite the freedom of contract established in the civil legislation of Russia and international legal acts, when drawing up a contract it is necessary to take into account documents regulating relations related to its implementation (Table 13.1).

The main features of a foreign trade contract are:

o different nationalities of the contracting parties;
o establishing mutual rights and obligations of the parties;
o focus on organizing international trade in goods, services, information, and results of intellectual activity;
o registration in the manner established by law (international treaty, custom or agreement of the parties);
o making payments in foreign currency;
o application of international law or the law of any state chosen by the parties;
o consideration of possible disputes in an international court (arbitration) chosen by the parties.

Table 13.1.

UN Convention on Contracts for the International Sale of Goods (Vienna Convention 1980) applies to contracts for the sale of goods between parties whose places of business are located in different countries. The Convention does not apply to the sale of goods purchased for personal, family or household use.

Contracts for the supply of goods to be manufactured or produced are considered contracts of sale unless the party ordering the goods undertakes to supply a substantial portion of the materials necessary for the manufacture or production of such goods. The Convention does not apply to contracts in which the obligations of the party supplying the goods consist primarily of the performance of work or the provision of other services. The Vienna Convention regulates the following issues:

o conclusion of an agreement;
o obligations of the seller (delivery of goods and transfer of documents, compliance of goods and rights of third parties, means legal protection in case of violation of the contract by the seller);
o obligations of the buyer (payment of price, acceptance of delivery, remedies in case of breach of contract by the buyer);
o transfer of risk;
o general obligations of the seller and buyer (contracts for the supply of goods in separate batches, losses, interest, exemption from liability, consequences of termination of the contract, preservation of the goods).

The UN Vienna Convention does not require that a contract of sale be concluded or evidenced in writing. It can be proven by any means, including testimony.

Principles of international commercial contracts(UNIDROIT Principles) developed by the International Institute for the Unification of Private Law (UNIDROIT) in 1994. The principles are advisory in nature. The document proposes rules intended for use throughout the world, regardless of government system, economic system and legal traditions in accordance with the principles of reasonableness, good faith and fair dealing.

As a rule, in the process of working on a contract, the parties sign several documents, depending on the degree of elaboration of the issues reflected in the contract. Protocol of intent - a document confirming the parties’ intentions to engage in a specific project and their acceptance of certain obligations. Protocol - the desire of the parties to maintain freedom with respect to certain obligations or to fix their obligations on certain issues

Framework Agreement - a document defining a fundamental agreement between the parties on the forms and conditions of cooperation, which, after clarifications and additions, are reflected in the contract. The classification of foreign trade contracts is presented in Fig. 13.1.

Rice. 13.1.

Depending on the nature of the supply distinguish:

o a contract with a one-time supply of goods, after which the legal relations between the parties to the transaction are terminated;
o a contract with a periodic regular delivery of goods from the seller to the buyer within a certain period;
o long-term supply agreements.

Depending on the object of the transaction distinguish:

o contracts for the purchase and sale of goods in tangible form;
o contracts for the purchase and sale of services (intermediary, futures, transport, consulting);
o purchase and sale contracts for the results of creative activity (sale of licenses, usually accompanying the export of equipment and technology).

Depending on the forms of payment distinguish:

o contracts with payment in cash provide for settlements in a certain currency using the forms of payment stipulated in the contract (collection, letter of credit, check, bill) and payment methods (cash payment, advance payment, payment on credit);
o contracts with payment in commodity form;
o contracts with mixed payment.

Depending on the direction of movement of the transaction object distinguish:

o export;
o imported.

The contract governing one transaction is one-time. If many transactions will take place within the framework of the concluded contract, it will be a framework one. At its core, a framework contract is intended, first of all, to provide the buyer with a stable supply of goods, and for the seller, a portfolio of orders over a certain period of time. A framework contract is concluded for a long period of time, with its text fixing the main issues of the relationship between the parties, which are usually not subject to change during the period of validity of obligations under the contract. The remaining conditions relating to specific supplies are agreed upon by the parties in applications, orders and other similar documents signed during the implementation of the contract and which are, in fact, contracts for each supply (one-time contracts).

A framework contract is a contract in which at least one of the essential conditions is not defined, and all essential conditions are determined for each delivery separately.

To give a contract the status of a legal document, when signing a contract, counterparties must comply with the requirements of national legislation regarding the form and procedure for concluding a contract. Russian legislation stipulates that foreign economic transactions must be concluded in writing. Failure to comply with the simple written form of a foreign economic transaction entails the invalidity of the transaction (Article 162, Part 1 of the Civil Code of the Russian Federation). The contract must necessarily reflect the subject of the contract. The contract must be signed by the appropriate persons:

o a manager acting on the basis of the Charter;
o a person acting on the basis of a power of attorney (indicate the number of the power of attorney, the date of issue, and by whom it was issued).

Copies of all organizational and legal documents confirming the authority of the manager are attached to the contract. If the contract contains a reference to annexes, addenda, specifications, protocols, etc. and it is stated that they are an integral part of the contract, these documents must also be attached. The wording must be unambiguous and not subject to ambiguity, and the various clauses of the contract must not contradict each other. The signatures are sealed by the exporter-importer and the foreign counterparty. If the bank issues a guarantee in favor of the importer, the text of the contract should indicate that the law of the Russian Federation applies. The contract usually makes reference to the Vienna Convention. The contract should specify at what point ownership passes from the seller to the buyer.

Terms of foreign trade contract include articles agreed upon by the parties and recorded in the document, reflecting the mutual rights and obligations of the counterparties.

The terms of foreign trade contracts can be divided into universal - clauses present in any contract (Table 13.2), and individual, inherent in a specific type of contract.

Table 13.2. Universal conditions of foreign trade contracts

Article title
Preamble	Full official names of the seller and buyer. Organizational and legal form. Full legal address of the parties. Where, by whom and when the parties are registered. Bank details of the parties to the contract. Contract number
Force Majeure		Grounds for exemption from liability and consequences
Settlement of disputes		Deadlines for filing claims. When resolving disputes, the parties are guided by the provisions of the Vienna Convention of 1980.
Contract duration		Validity period (from the moment of signing until the fulfillment of all obligations under the contract). Date of completion of obligations under the contract
Responsibility of the parties		Penalty (penalties, fines, compensation for losses). Sanctions for improper fulfillment of obligations of the parties
Applicable right		Law to be applied. The law of the country with which the contract is most closely related (in sales transactions, the law of the seller’s country is applied)
Arbitration clause		Arbitration courts. Arbitration courts
Other conditions		The annexes are an integral part of the contract. Attitude towards agreements. Coming into force and ending. Contract language. Authentic text. Additional agreements can be reached via mail and fax
Date and place signing contract		Signatures of the parties. Date and place (city) of signing the contract. Stamp of the exporter-importer and foreign counterparty

Foreign trade contracts- these are trade agreements between two or more commercial entities on the international market, created for the purpose of establishing, changing and terminating activities in the trade sphere. The entities that sign such contracts are under the jurisdiction of individual states. Foreign trade supplies is drawn up in accordance with the unified rules of legal documentation and contains conditions that involve trade exchange of certain types of goods or services.

The parties to a foreign trade contract enter into an agreement, according to which the exporting party undertakes the obligation to deliver a certain product within a clearly specified time frame, and the exporting party is obliged to accept the goods and pay the agreed amount for it.

Forms of foreign economic activity

Trade barter.
Joint business activities.
Rendering various types services.
Cooperation in the field of science and technology.
Joint implementation of operations related to the banking financial sector.

All types of the above operations can be carried out only by signing an appropriate contract, the terms of which require this activity.

The existence of many forms of foreign trade activity presupposes the existence of a system of unified legal norms that would regulate all aspects of social relationships in this segment. Among such legal norms are the set of rules approved by the Vienna Convention of the United Nations in 1980.

When signing foreign trade transactions, all payments are made in foreign currency, because the goods cross the state border, but this does not apply to commodity exchange transactions.

Terms of foreign trade contract

When concluding a contract, its parties must decide on the priority of the law of their countries when concluding the contract. It is also necessary to stipulate the rights and obligations of each party.

If we are talking about a purchase and sale contract, then a necessary condition when it is compiled, there is a transfer of ownership from the entity selling the product to the entity that buys it. This condition is distinctive feature purchase and sale contract from any other type of transaction.

The rules of Vienna Convection began to operate in Russia in the fall of 1991. This convention pays special attention to the conditions for drawing up purchase and sale agreements that are signed between entities different countries. This Convention regulates the legal activities of the parties, regardless of what countries they are in and what system of legislation operates there. A purchase and sale agreement can be concluded between legal entities whose operating units are located in different countries.

The content and structure of a foreign trade agreement depends on the subject of the agreement. Various trade operations involve the conclusion of a foreign trade contract in different forms. But there are some General requirements on the conclusion of contracts, which the parties are obliged to take into account, regardless of the specifics of such contracts. Only if these requirements are met will the contract be considered valid and enter into legal force.

When signing international contracts, it is almost impossible to stipulate all possible contingencies, so the parties make do with only general rules.

Types of foreign trade contracts

Due to the fact that there are a large number of types of foreign trade contracts, it is appropriate to classify them according to certain criteria. Namely:

1) Depending on delivery time:

One-time.

One-time deliveries are also classified depending on the time during which the delivery will be made. These terms, in turn, depend on what type of goods need to be delivered. If the product is a raw material, then the delivery time is as short as possible. Long-term deliveries can be carried out over several years (from 3 to 5 or more). There are also deliveries at periodic intervals. Contracts for such deliveries are usually signed for a year and provide for regular transportation of goods. Long-term deliveries occur over several years (5 to 10).

Urgent.

These are those deliveries that need to be completed during the current period in the near future. Such deliveries are characterized by the fact that the customer needs the goods of the foreign trade contract in the near future due to its lack of demand at the moment.

Long-term

Long-term supply contracts are concluded when the subject of transportation is large volumes of industrial raw materials, Construction Materials, natural resources.

2) Depending on the payment method:

Payment in cash (payment is made in accordance with the terms of payment in cash specified in the contract).
Commodity form (payment is made using the commodity barter method).

3) Depending on the specifics of the execution of contractual agreements:

Preliminary (the parties to the contract agree that in the future a contract will be concluded between them on terms that are agreed upon in advance).
Special - such contracts are concluded for carrying out installation work, design, transportation of specific products, carrying out research activities, testing, exploration work.
Framework contracts - such contracts have only General terms, which are subject to detailed discussion and change in the future; will be more specifically discussed during ongoing activities. Based on incomplete information about preliminary services, it is difficult to evaluate such contracts financially, since they have only a minimal percentage of information.
Intentions - the customer’s desire to buy products without specific obligations is specified.

4) Depending on the item of sale:

Purchase and sale of tangible goods.
Purchase and sale of the fruits of intellectual activity.
Purchase and sale of licenses.

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Foreign trade contract

A foreign trade contract is the main commercial document of a foreign trade transaction, indicating an agreement reached between the parties.
The subject of a foreign trade contract can be the purchase and sale of goods, contract work, rent, licensing, granting the right to sell, consignment, etc.
Payments for the supply of goods and provision of services under a foreign trade contract can be made in foreign, international, national currency and on a non-currency basis.

In English: Contract in foreign trade

Synonyms: Foreign trade agreement, Contract

English synonyms: Foreign trade contract, Contract

Finam Financial Dictionary.

See what a “Foreign trade contract” is in other dictionaries:

foreign trade contract- foreign trade agreement The main commercial document of a foreign trade transaction, indicating an agreement reached between the parties. The subject of a foreign trade contract can be the purchase and sale of goods, contract work, rent,... ... Technical Translator's Guide

FOREIGN TRADE CONTRACT- FOREIGN TRADE AGREEMENT… Legal encyclopedia

- (see FOREIGN TRADE AGREEMENT) ... Encyclopedic Dictionary of Economics and Law

An agreement in which one of the parties (counterparties) is a foreign entity and through which certain rights and obligations are established in the field of export and port operations for the exchange of goods, services, licenses,... ... Financial Dictionary

Contract of the century: Contract of the century gas pipes is the largest foreign trade contract Soviet Union with Germany on gas supplies to Western Europe. Contract of the Century (film) two-part feature film, USSR, 1985. Dedicated to events related to... ... Wikipedia

CONTRACT IN INTERNATIONAL TRADE- (foreign trade contract) - a contract for the purchase and sale of goods and services in the field of foreign economic activity with mutual obligations, general norms and rules of conduct for the contracting parties. K. in b.t. has a number... ... Financial and credit encyclopedic dictionary

FOREIGN TRADE CONTRACT- FOREIGN TRADE AGREEMENT… Legal encyclopedia

A trade agreement in which one of the parties is a foreign legal entity. In K.v. the rights and obligations of the parties in export-import transactions and the conditions for the transfer of ownership of the goods from the seller to the buyer are stipulated. Application... Dictionary of business terms

FOREIGN TRADE AGREEMENT- contract is the main commercial document of a foreign trade transaction, indicating an agreement reached between the parties. Subject V.d. may be the purchase, sale (supply) of goods, contract work, rent, licensing,... ... Foreign economic explanatory dictionary

Commercial contract- – a document representing an agreement for the supply of goods or provision of services. Establishes certain rights and obligations of the parties. A foreign trade commercial contract is concluded between subjects of different citizenship, and payments... ... Commercial power generation. Dictionary-reference book

Books

Foreign trade contract: content, documents, accounting, taxation: Practical guide, N.B. Korepanova. Based on the analysis and generalization of the practice of foreign trade activities of Russian organizations, the usual conditions for concluding and documenting foreign trade transactions are revealed...

A foreign trade agreement (contract) is a civil document that defines the terms of a foreign trade transaction. In the Civil Code of the Russian Federation, Art. 420, a contract is an agreement between two or more persons to establish, change or terminate civil rights and obligations. The rules on bilateral and multilateral transactions apply to contracts. General provisions on obligations apply to obligations arising from an agreement, unless otherwise provided by the rules of Chapter 27 of the Civil Code of the Russian Federation and the rules on certain types of agreements contained in the Civil Code of the Russian Federation.

Art. 153 of the Civil Code of the Russian Federation, transactions are recognized as actions of citizens and legal entities aimed at establishing, changing or terminating civil rights and obligations.

When entering into a contractual relationship, the parties determine their rights and obligations, the totality of which constitutes the content of the agreement. By virtue of an obligation arising from a contract, one person is obliged to perform a certain action in favor of another person, and this person accordingly has the right to demand the fulfillment of obligations.

The basis of the legal regulation of contractual relations is the principle of freedom of contract. Persons are free to establish their rights and obligations on the basis of an agreement and to determine any terms of the agreement that do not contradict the law. Civil rights may be limited on the basis of federal law and only to the extent necessary in order to protect the foundations of the constitutional system, morality, health, rights and legitimate interests of other persons, to ensure the defense of the country and the security of the state.

All of the above fully applies to foreign trade agreements, with the exception of cases when the content of the relevant terms of the agreement is directly prescribed by law, other legal acts or international agreements. It should be noted that the introduction of a system of currency control over export-import transactions, as well as significant penalties for violating the terms of currency legislation, forced Russian participants in foreign trade activities to take a more careful approach to determining the terms of contracts and pay more attention to collecting information about foreign counterparties.

A foreign trade agreement is considered concluded if the parties reach an agreement on all essential conditions. Essential conditions include: subject of the agreement; conditions directly named in an international treaty, law or other act as essential for a given type of agreement; the conditions under which an agreement must be reached by one of the parties.

In terms of the preparation and execution of international sales contracts, the United Nations Convention “On Contracts for International Sales” is in force, concluded in Vienna on April 11, 1980 (Vienna Convention).

When preparing a foreign economic agreement, it is necessary to take into account the peculiarities of Russian legislation in the field of civil, currency, tax, customs and other legal relations. When Russia joined the Vienna Convention in September 1991, a condition was stipulated that oral contracts would not apply in trade with Russian participants.

In accordance with Russian legislation, it is prohibited to include tax clauses in contracts, in accordance with which a foreign legal entity or individual assumes the obligation to pay taxes of other taxpayers.

The foreign trade agreement should stipulate in what language this document is drawn up, in what language correspondence on it will be conducted, etc. If there is no special instruction, then correspondence is conducted in the language of the party from whom the proposal to conclude the transaction was received.

1. Unified number

A foreign trade contract may have a unified number consisting of three groups of characters formed as follows:

BB/ХХХХХХХХ/ХХХХХ or ЦЦЦ/ХХХХХХХХ/ХХХХХ

The first group of characters - two letters or three numbers correspond to the code of the buyer's (seller's) country according to the Russian classifier of countries of the world, used for customs clearance purposes.

The second group - eight characters indicate the code of the buyer's (seller's) organization according to the All-Russian Classifier of Enterprises and Organizations (OKPO).

The third group of characters - five digits, represent the serial number of the document at the level of the buyer (seller) organization.

2. Date of conclusion of the contract

The date of conclusion of the agreement is the date of its signing by the last party. If the text of the agreement does not explicitly indicate the date of its entry into force, then such a date is considered to be the date of conclusion of the agreement.

3. Place of signing the agreement

The place where an agreement is signed is important for the legal regulation of foreign trade activities, and in certain circumstances this fact may acquire legal significance. The place where the agreement is signed determines the form of the transaction, the legal capacity and capacity of the persons who made the transaction. If the text of the agreement does not indicate the law of which country is applied when considering the dispute, then this will be determined based on the place where the agreement was signed.

4. Subject of the agreement

This section of the contract formulates the subject - an action or set of actions that determine the type and nature of the transaction being concluded.

The same paragraph indicates the object of the contract - the product, its range, size, completeness, country of origin, other data necessary to describe the product, including references to national and (or) international standards, performance of specific work or provision of services.

If goods of different qualities or assortment are supplied, they are listed in the specification attached to the contract and which is an integral part of it.

They also indicate the name of the container or packaging of the goods according to the international classifier, description and requirements for cargo labeling.

When determining the quantity of goods, the contract specifies the unit of measurement and the procedure for establishing the quantity (a firmly fixed figure or within established limits).

The issue of including containers and packaging in the quantity of goods supplied is also discussed; in accordance with this, gross and net weights are determined.

When determining the quality of a product, the contract establishes a set of properties that determine the suitability of the product for its intended use. The quality of a product can be determined by a standard; technical specifications containing detailed technical characteristics of the product, a description of the materials from which it is made, rules and methods of inspection and testing; according to specification; according to the model; according to preliminary inspection; content of individual substances, etc. Usually the product is accompanied by a quality certificate issued by the manufacturer, a certificate of origin.

5. Terms of delivery

This section fixes the basic delivery conditions, determines the delivery date and timing, the batch delivery schedule, and the procedure for delivery and acceptance of goods in terms of quantity and quality.

Basic terms of delivery - conditions that determine the responsibilities of the seller and buyer for the delivery of goods, the moment the risk of accidental loss or damage to the goods transfers from the seller to the buyer.

The distribution of risks, costs and responsibilities between the seller and the buyer is based on the international trade conditions "Incoterms" (Incoterms, International Commercial Terms), developed by the International Chamber of Commerce (ICC), used in international trade practice. The first edition of Incoterms was published in 1936, the latest was published in 2000 and was called Incoterms 2000.

The use of INCOTERMS when concluding foreign trade contracts is characterized by the following features:

from a legal point of view, this document is advisory in nature, therefore the parties to the contract using its terms must make a reference to this document;

the uniform terms of delivery contained in INCOTERMS are general character, therefore, in the relevant articles of the contract, the parties must clarify the obligations of the seller and buyer for the delivery of goods;

in contracts, the parties can agree on the use of INCOTERMS earlier versions than the latest edition of 2000 (1936, 1953, 1967, 1976, 1980, 1990), which is stipulated in the contract;

Due to the widespread use of INCOTERMS in the world, when preparing customs documents, the condition in accordance with INCOTERMS is indicated in the column “Delivery conditions”.

Based on the terms of INCOTERMS, the distribution of costs for the delivery of goods between the seller and the buyer is fixed. These costs can amount to up to 50% of the product price. Delivery costs include: preparation for shipment, loading into a vehicle, transportation, reloading, cargo insurance during transportation, storage of goods in transit, customs duties, etc. In addition, INCOTERMS determine the moment of transfer from the seller to the buyer of the risks of accidental loss and damage goods.

In total, INCOTERMS contains 13 types of basic terms of delivery, which provide for various combinations of costs and risks of the seller and buyer, and are also classified depending on the methods of transportation. Let's briefly consider these conditions.

The first group is E terms (E-terms) - the seller provides the goods to the buyer directly on his premises:

EXW - ExWorks (named point) - Ex-factory (name of place).

In accordance with this condition, the seller is obliged to make goods that meet the requirements of the contract available to the buyer at his factory or warehouse within the time period stipulated by the contract. The buyer bears all costs and risks (including loading at the factory) of transporting the goods from the seller's factory or warehouse to the destination, as well as for customs clearance of the goods for export.

The second group - conditions F (F-terms) - the seller undertakes to place the goods at the disposal of the carrier, which is provided by the buyer:

FCA – Free Carrier (named place) – Free carrier (name of place).

The term “carrier” means any company with which an agreement has been concluded for the transportation of goods by rail, road, sea, etc., including intermodal transport.

The seller's obligations under this condition are to deliver the customs-cleared goods to the specified location to the carrier (or the buyer's forwarding agent). The risk of loss or damage to the goods passes from the seller to the buyer upon transfer of the goods to the carrier (forwarder).

FAS – Free Alongside Ship (named port of shipment) – Free along the side of the ship (name of the port of shipment).

The seller delivers when the goods are placed alongside the ship or on lighters at the named port of shipment. From this moment on, the risk of loss and damage to the goods is borne by the buyer. The seller is responsible for clearing the goods through customs for export. This condition applies when transporting by sea or inland waterway.

FOB – Free On Board (named port of shipment) – Free Board (name of the port of shipment).

The seller delivers when the goods pass the ship's rail at the named port of shipment. From this point on, the buyer bears all risks of loss and damage. The seller is responsible for clearing the goods through customs for export. Applicable only for transport by sea or inland waterway. The contract for the carriage of goods from the named port of shipment is concluded by the buyer at his own expense.

The third group - conditions C (C-terms) - the seller undertakes to enter into a contract of carriage, but without taking on the risk of accidental loss or damage to the goods or any additional costs after loading the goods:

CFR – Cost and Freight (named port of destination) – Cost and freight (name of destination port).

The seller completes delivery when the goods pass the ship's rail at the port of shipment. The seller must pay the costs and freight necessary to bring the goods to the port of destination. The costs of customs clearance of goods for export are borne by the seller. The risk of loss and damage and additional costs once the goods are shipped pass to the buyer.

CIF – Cost, Insurance and Freight (named port of destination) – Cost, insurance and freight (name of port of destination).

The seller completes delivery when the goods pass the ship's rail at the port of shipment. The seller must pay the costs and freight necessary to bring the goods to the port of destination. The risk of loss and damage and additional costs once the goods are shipped pass to the buyer. The seller is obliged to purchase marine insurance in favor of the buyer against the risk of loss and damage to the goods during transportation, i.e. the seller is obliged to conclude an insurance contract and pay insurance premiums. The costs of customs clearance of goods for export are borne by the seller.

CPT – Carriage Paid to (named point of destination) – Freight/Carriage paid to (name of destination).

The seller delivers the goods to the carrier named by him and pays the costs associated with transportation to the specified destination. The buyer assumes all risks of loss and damage to the goods, as well as other expenses after the goods are handed over to the carrier. If transportation is carried out by several carriers, then the transfer of risk will occur when the goods are transferred to the first of them. Customs clearance of goods for export is carried out by the seller. This condition is used when transporting goods by any type of transport, including multimodal transport.

CIP – Carriage and Insurance Paid to (named point of destination) – Freight/Carriage and insurance paid to (name of destination).

The seller delivers the goods to the carrier named by him and pays the costs associated with transportation to the specified destination. The buyer assumes all risks of loss and damage to the goods, as well as other expenses after the goods are handed over to the carrier. If transportation is carried out by several carriers, then the transfer of risk will occur when the goods are transferred to the first of them. Customs clearance of goods for export is carried out by the seller. The seller is obliged to provide insurance in favor of the buyer against the risk of loss and damage to the goods during transportation, i.e. the seller is obliged to conclude an insurance contract and pay insurance premiums. This condition is used when transporting goods by any type of transport, including multimodal transport.

The fourth group of conditions - conditions D (D-terms) - the seller bears all costs and assumes risks until the goods are delivered to their destination.

DAF – Delivered at Frontier (...named place) – Delivery to the border (name of the place of delivery).

The seller has delivered when the goods, unloaded and cleared for export, arrive in a vehicle at the disposal of the buyer at a named place or point at the border before the goods enter the customs border of the adjacent country (not cleared for import). Border – any border, including the border of the country of export. Therefore, the point or place is clearly indicated. The seller bears the risk until delivery. This condition applies if transportation is carried out by any type of transport to the land border.

DES – Delivered Ex Ship (...named port of destination) – Delivery from the vessel (name of the port of destination).

The seller makes delivery when the goods, not cleared for import, are made available to the buyer on board the ship at the named port of destination. The seller bears all risks until unloading. This condition applies only when transported by sea or inland water transport or in multimodal transport, when the goods arrive at the port of destination on a ship.

DEQ – Delivered Ex Quay (...named port of destination) – Delivery from the pier (name of the port of destination).

The seller has fulfilled his obligation to deliver when the goods, cleared for import, are placed at the disposal of the buyer on the quay at the named port of destination. The seller bears all costs of transporting and unloading the goods at the pier. This condition applies when transporting goods by sea or inland water transport and in multimodal transport, when the goods are unloaded from a ship to a pier at the port of destination.

DDU – Delivered Duty Unpaid (...named place of destination) – Delivery without payment of duty (name of destination).

The seller provides the goods not cleared for import and unloaded from the arriving means of transport at the named place of destination. The seller is obliged to bear all costs and risks associated with transporting the goods to this place, with the exception of costs for customs clearance, customs payments, etc. The buyer is responsible for paying such costs, as well as other costs and risks associated with this that it failed to clear customs for import in a timely manner. Risks and costs for unloading and reloading goods depend on who controls the selected delivery location. This condition may apply regardless of the type of transport.

DDP - Delivered Duty Paid (...named place of destination) - Delivery with payment of duty (name of destination).

The seller provides the goods cleared for import and unloaded from the arriving means of transport at the named place of destination. The seller must bear all costs and risks associated with transporting the goods to this place, including costs customs clearance, customs payments, etc. This condition can be applied regardless of the type of transport.

Delivery dates and dates, delivery schedule. The term refers to the moment when the seller is obliged to transfer the goods into the ownership of the buyer. The goods can be delivered as a one-time in full, and in parts. The delivery period is established by defining a calendar date or period during which delivery must be made. In addition, it is indicated which date is considered the delivery date - the date of transfer of the goods to the buyer, for example: the date of the transport document (bill of lading, invoice, etc.), the date of the forwarder's receipt of acceptance of the cargo, the date of signing the acceptance certificate by the commission, etc.

The procedure for delivery and acceptance of goods. It is necessary to clearly formulate the procedure for accepting goods in terms of quantity and quality: type of delivery and acceptance, place of actual delivery and acceptance, period, method of quality control, method of accepting goods for quality, method of determining the quantity and quality of supplied goods (sampling or continuous inspection). The goods delivered are accepted at the place at which title and risk of loss or damage passes from the seller to the buyer. For example, when using the EXW condition, acceptance is carried out at the seller’s warehouse, under FOB condition - at the port of shipment.

By type, delivery and acceptance can be preliminary - it involves inspecting the goods from the seller to establish compliance of quantity and quality with the terms of the contract, establishing the correctness of packaging and labeling; final – the actual completion of the delivery at the specified location and on time is verified.

There are two main ways to determine the quantity of goods when it is expressed in weight units: by the shipped weight, established at the point of departure and indicated by the carrier in the transport document (bill of lading, air waybill, railway waybill, etc.); according to the unloaded weight established at the destination in the importer's country. Inspection is carried out by weighing at the time of unloading by persons acting under the authority granted to them by the authorities and chambers of commerce. The results are recorded in the relevant documents.

Acceptance of goods for quality is carried out on the basis of a document confirming the compliance of the quality of the delivered goods with the terms of the contract, as well as checking the quality of the actually delivered goods at the place of acceptance. The quality of the actually delivered goods is determined by analysis, comparison of previously selected samples, inspection, inspection and testing.

The contract determines who will carry out the acceptance - the parties or their representatives jointly, a disinterested monitoring organization appointed by agreement of the parties, etc.

6. Product price and total contract amount

This section indicates the unit price and the total contract amount. When setting a price, the unit of measurement, the price basis, the currency of the price, the method of fixing the price, and the procedure for determining the price level are fixed.

The price basis is determined by the basic delivery condition selected in the contract.

The price established in the contract can be determined in the currency of the country of the exporter or importer, in the currency of settlement or in another currency. The contract specifies the name and currency code of the price, in accordance with the Currency Classifier.

Depending on the method of fixing prices, there are firm, floating, and sliding prices. The fixed price is set at the moment of signing the contract and is not subject to change during its validity period. The price with subsequent fixation is not directly indicated in the contract, but the method of setting the price in the future on a certain date is precisely described, for example, the price is set according to the level of stock exchange quotations on the delivery date or payment date. In contracts for the supply of goods with a long production period (marine vessels, industrial equipment), sliding prices are used, which are calculated taking into account changes in the costs of manufacturing the goods during the contract period. In contracts for which the delivery of goods is carried out in batches, the price can be determined during the execution of the contract, for example, revised for each delivery batch.

When determining the price level, they are guided by calculated and published prices. Published prices are reported in special sources (reference prices, stock quotes, auction prices, bid prices of large suppliers, etc.). Estimated prices are used in contracts for the supply of specific goods, for example, custom-made equipment.

7. Terms of payment (terms of settlement)

The main terms of payment include: currency of payment, terms of payment, method of payment, form of payment.

In addition to the price currency, the contract specifies the payment currency, that is, the currency in which payments under the contract will be made, and indicates the name of the currency and currency code in accordance with the Currency Classifier. It is possible to pay for goods in different currencies: part in one currency, part in another.

If the payment currency does not coincide with the price currency, then the agreement specifies the procedure for converting one currency into another. Typically, recalculation is made at the exchange rate of one currency to another in force in the country of the paying party. This procedure is called a currency clause.

An important point is the establishment of payment deadlines (as well as guarantees of compliance with these deadlines). The contract defines either calendar dates or the period during which payment must be made, as well as the procedure and timing for granting deferred payment (if provided).

This section also indicates the documents transferred by the seller to the buyer, confirming the fact of shipment, cost, quality, nomenclature, quantity of goods, etc.

Particular attention should be paid to the choice of payment method and form of payment. The following payment methods are available:

cash payment, that is, the transfer of funds before or after the exporter transfers documents of title or the goods themselves to the buyer;

advance payment – payment before the goods are transferred to the buyer’s disposal or before the start of the contract (commercial loan to the seller);

deferred payment – payment after the goods are transferred to the buyer’s disposal after a certain period of time (commercial loan to the buyer).

In international trade, the following forms of payment are used: transfer, collection, letter of credit, checks.

International bank transfers are the most common form of payment. With this form of payment, the payer's bank, for a fee, on the payer's instructions, transfers the amount of funds specified in the transfer order to the recipient's (beneficiary's) bank in favor of the specified recipient (beneficiary). When making payments in the specified form, they are guided by international documents: Model Law “On International Bank Transfers”, approved by the UN Commission on International Trade Law in 1992, ICC Guidelines for the International Interbank Transfer of Funds and Compensations of 1990.

Letter of Credit. The importer's bank undertakes, at the direction of the importer and at his expense, to make a payment to the exporter in the amount of the cost of the goods delivered against the exporter's presentation of the documents specified in the letter of credit. Letters of credit can be covered or uncovered, confirmed or unconfirmed; revocable and irrevocable, divisible and indivisible; transferable (transferable), as well as renewable (revolving).

Collection. The exporter transmits an order to his bank to receive a certain amount of payment from the importer against presentation of the relevant documents, as well as bills, checks and other payable documents.

8. Force majeure

As a rule, a foreign trade agreement contains a force majeure clause, according to which the deadline for the execution of the agreement is postponed or the party is generally released from full or partial fulfillment of obligations in the event that, after the entry into force of the agreement, circumstances beyond the control of the parties arise that impede the execution of the agreement. There are also established international customs on this issue, which are published by the International Chamber of Commerce.

9. Dispute resolution procedure

This section defines the procedure for presenting and considering claims unresolved by the parties, the procedure for payments for claims, and the procedure for considering controversial issues in arbitration. It is necessary to clearly indicate in the contract the law of which country will govern these relations.

10. Sanctions (liability)

In this paragraph, the parties establish responsibility for improper fulfillment of obligations, including late payment or delivery, as well as delivery of goods of inadequate quality or quantity.

11. Procedure for changing or canceling the contract

In this section, the parties stipulate the date of entry into force of the agreement, its validity period, the procedure for introducing amendments and additions to the agreement, and other conditions.

12. Details of the parties, signatures, seals

The agreement specifies the full details of the parties: legal and postal address, bank details; positions, names and signatures of the persons who entered into the agreement: The agreement is sealed.

To conduct a foreign trade transaction in accordance with the legislation of the Russian Federation, the importer or exporter must prepare the appropriate documents, obtain the necessary permits, and fulfill the established requirements.

All goods and vehicles transported across the customs border are subject to customs clearance and customs control in the manner and under the conditions provided for by the Customs Code of the Russian Federation. Payments in foreign currency and other currency transactions under foreign trade import transactions are carried out in the manner prescribed by the currency legislation of the Russian Federation and are subject to currency control.

The basis for recording transactions under a foreign trade agreement in accounting are properly executed documents confirming the fact of transactions; such documents include commercial documents received from suppliers, as well as documents provided for by the currency and customs legislation of the Russian Federation.

Commercial documents include:

invoices (commercial accounts) of suppliers;

railway waybills, air waybills, bills of lading and other documents confirming the movement of goods;

acceptance certificates confirming the receipt of cargo at ports and warehouses;

commercial acts drawn up in cases of shortages, damage, etc.;

acceptance acts of forwarders, etc.;

During customs clearance, documents are drawn up according to established forms, the main ones being:

cargo customs declarations (CCD);

declaration of customs value (DTV), etc.;

Documents drawn up in accordance with the established procedure exchange control in authorized banks and the procedure for making payments on customer accounts:

Transaction passport;

Information on currency transactions;

Payment documents (transfer order, letter of credit, etc.).