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 agreement 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. It's about about a particular 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 should 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.
CONTRACT No._____Moscow "________"199_g.
Company "________________________________________________________________"
in the face General Director ____________ ___ hereinafter referred to as the “Buyer”, on the one hand, and_________________________________________________
represented by Director General ___________________________________
hereinafter referred to as the “Seller”, on the other hand, have entered into this Contract as follows: 1.
Subject of the Contract 1.1.
The Seller sells and the Buyer buys (for example, rolled ferrous metals, goods consumer consumption etc.) in the quantity and range specified in the specification (Appendix 1), which is integral part of this Contract.
The goods are delivered on FOB terms (or CIF or any other - for example, the Buyer’s warehouse, Black Sea port)
2. Price and total amount Contract
2.1. The price for the goods sold under this Contract is set in US dollars, which includes the cost of containers, packaging and labeling of goods, as well as the costs of proper loading and placement of goods in vehicle, costs of delivering goods to the port, customs, export duties and fees, costs of loading goods on board a ship, as well as information about shipment, extracts of transport documents.
2.2. Prices are specified in the Product Price Agreement (Appendix 2), which is an integral part of this Contract. Prices are fixed and valid only for this Contract.
2.3. The amount of this Contract is ___________________________________________________________________USD.
3. Delivery times and date
3.1. The delivery time for consignments of goods, the number of consignments - in accordance with the delivery schedule (Appendix 3), which is an integral part of this contract, or the delivery time for a consignment of goods to the port no later than 20 (twenty) days from the date of opening by the Buyer in favor of the Seller of a foreign currency letter of credit.
3.2. The Buyer, based on the delivery schedule, is obliged to provide the Seller with the vessel by the agreed date for the start of delivery of the goods.
3.3. The date of delivery and transfer of ownership of the goods is considered to be the date of the customs stamp and the date of the blank on-board bill of lading (or waybill) confirming the acceptance of the consignment of goods on board the vessel.
3.4. After delivery of a consignment of goods, the Seller notifies the Buyer about this within 24 hours and informs him by telegraph (fax) of the following data:
- contract number;
- invoice number (billoflading/consignmentnote);
- date of shipment;
- Name of product;
- number of seats;
- gross weight;
- cost of goods;
- name of the Recipient.
3.5. After delivery of the consignment of goods, the Seller sends the following documents (in triplicate) to the Buyer by airmail or with an authorized person within 48 hours:
- waybill (billoflading/consignmentnote) indicating the goods, date of shipment, total weight and number of pieces;
- invoice;
- shipping specifications;
- packing list;
- manufacturer’s quality certificate for the product.
4. Terms of payment
4.1. The Buyer makes payments by irrevocable, confirmed, divisible, transferable foreign currency letter of credit (Letterofcredit), opened in favor of the Seller in an international bank that is the bank's correspondent:__________ in the amount of 100% for each individual shipment of goods.
4.2. Payment is made by the Buyer 5 (five) days before the start of delivery of goods according to the delivery schedule (Appendix 2). The letter of credit is valid for 60 days.
4.3. To inspect the readiness of the consignment of goods for delivery, the Seller calls the Buyer by telegram or telex to the place 5 (five) days before loading. Based on the results of the inspection, the Seller and the Buyer draw up a Protocol on the readiness of the consignment of goods for delivery, which serves as the basis for opening a letter of credit.
4.4. Payment from a foreign currency letter of credit in favor of the Seller is made within 48 hours against presentation by the Seller to his bank following documents(in three copies):
- complete set a clean on-board bill of lading (waybill);
- invoices;
- shipping specification;
- manufacturer’s quality certificate;
- a packing list indicating the quantity of goods under the Contract (this batch) for each packaging item; -
the original of this Contract.
Option:
(Payments can be made:
- according to the submitted payment request;
- in cash;
- in other forms of settlements that comply with Russian legislation).
5. Packaging and labeling
5.1. The goods must be shipped in export packaging appropriate to the nature of the goods, in ______________ of _____________ (________) tons. Packaging must
ensure complete safety and quality of the goods from possible damage during transportation to the destination by all types of transport, loading and unloading operations, storage and warehousing of goods.
5.2. The seller draws up a Packing List indicating the number for each packing item, gross weight and the item number according to the shipping specification.
5.3. All accompanying documentation of the goods under the Contract is drawn up in Russian and English languages.
5.4. Product labeling is in English.
Tin plates with stamped markings are attached in a visible place on the two end sides of the package. Each package is accompanied by the following markings:
- country and destination;
- contract number;
- name of the Seller;
- place number;
- product name, standard and assortment;
- net weight.
6. Quality guarantees and complaints
6.1. The seller guarantees that the product meets the quality level and standard existing for this type of product on the world market, which is confirmed by a quality certificate.
6.2. Complaints regarding the quality of the goods can be submitted to the Seller within 60 days from the date of receipt of the goods at the disposal of the Buyer. Complaints are sent by registered mail with all necessary documents attached.
After the expiration of the above deadlines, complaints will not be accepted.
6.3. The content and justification of the complaint must be confirmed by an act drawn up authorized representative State Chamber of Commerce and Industry of the country - Recipient of the products.
6.4. The seller must consider the complaint within 15 days, including the date of receipt of the complaint. If the Seller does not respond within this period, the complaint is considered accepted.
6.5. For quality complaints:
6.5.1. The Buyer, in agreement with the Seller, has the right to discount the rejected goods; or
6.5.2. The seller is obliged to replace the defective product at his own expense within 45 days from the date of the complaint.
7. Special conditions
The Buyer 14 days before the arrival of the vessel informs the Seller of all necessary information about the chartered vessel in accordance with the declared characteristics. The Seller notifies the Buyer within 24 hours of the port’s decision on the requested vessel and the timing of its placement.
8. Force majeure
8.1. Neither party shall be liable for complete or partial failure to fulfill its obligations arising from this Contract when failure to perform is a consequence of circumstances force majeure, namely: solutions government agencies on the prohibition of exports, changes in customs tariffs, payment procedures, floods, fires, earthquakes and others natural Disasters, as well as war, economic blockades and embargoes, and other government restrictions and prohibitions.
8.2. If one of these circumstances directly affected the fulfillment of obligations within the period established by the Contract, its fulfillment is postponed for the duration of the circumstances. If force majeure circumstances continue for more than 30 (thirty) days, each of the Parties has the right to cancel the Contract in whole or in part, and in this case, neither Party shall bear compensation for possible losses.
8.3. The party unable to fulfill its obligations immediately informs the other party about the beginning of the end of the emergency circumstances. A written certificate issued by the Chamber of Commerce and Industry of the state of the relevant Party is considered sufficient evidence of the existence of extraordinary circumstances and their duration.
9. Arbitration
All disputes and disagreements will be resolved by the Parties through negotiations, and in case of failure to reach agreement, in the Chamber of Commerce and Industry of the Russian Federation in Moscow.
10. Other conditions
10.1. When interpreting this Contract, the terms "INCOTERMS" in the current version on the day of signing this Contract are valid.
10.2. The Seller warrants to the Buyer that the goods supplied by him are free and will be free from any rights or claims that are based on industrial property or other intellectual property third parties. Seller shall settle such claims or actions at its own expense and shall reimburse all losses, including expenses, incurred by Buyer.
10.3. All fees, taxes and customs expenses in the territory of the Seller’s country associated with the implementation of this Contract are paid by the Seller and at his expense, and all costs associated with the execution of the Contract in the Buyer’s territory are paid by the Buyer.
10.4. All changes and additions to this Contract are valid only if they are made in writing and signed by the contracting parties.
10.5. Neither Party has the right to transfer its rights and obligations under this Contract to a third Party without the written consent of the other Party.
10.6. All preliminary agreements, negotiations and correspondence between the Parties regarding changes to this Contract that took place before the entry into force of the Contract are canceled from the date of its entry into force.
11. Sanctions
11.1. In the event of failure of one of the Parties to fulfill this Contract for reasons not provided for by force majeure, the guilty Party shall pay the other Party a penalty in the amount of 0.5% (five tenths of a percent) of the cost of the unfulfilled part of this Contract.
12. Duration of the Contract
The contract comes into force from the moment it is signed and is valid until mutual settlements between the parties are completed.
This Contract is signed in two copies, in Russian, one copy for each Party, both texts are equally valid and contain ______________________ pages with attachments. Any changes to this Contract must be made in the form of attachments signed by authorized representatives of both Parties.
13. Legal addresses parties
Salesman:__________________________________________________________________________________________________________________________________________________
Buyer:_________________________________________________________________
From the Seller From the Buyer
_____________________ ______________________
______________________ ______________________
M.P. M.P.
VTK-Trade – international transport company, providing wide range logistics and intermediary services. We organize reliable and profitable delivery of cargo from China to Russia, provide assistance in completing the 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 on the hassle of 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 low cost wholesale supply from China, 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 a good location in the center of transport routes on Far East, connecting border crossings Trans-Siberian Railway with the state highway Vladivostok-Khabarovsk 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 the cargo, economic feasibility 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!
Conducting foreign trade transactions involving two or more parties requires registration foreign trade agreement- a contract concluded in writing. Currently, the most common type of foreign economic transactions is a contract for the purchase and sale of goods between residents of different countries. Material and legal relations in international trade governed by the Vienna Convention on Treaties international sales goods." It is this document that defines the contract, its form and structure.
What is a foreign trade contract, how to draw it up correctly and what to look for Special attention a novice participant in foreign trade activities?
What is a foreign trade agreement?
A foreign trade contract is an agreement concluded between partners from different countries. This document confirms a specific agreement reached between two or more parties.
“Template” contracts raise suspicions among customs authorities.
The subjects of a foreign economic agreement may be different. Its design and type depend on the subject of the document. The foreign trade contact also indicates the currency in which the payment will be made.
Types of foreign trade contracts
As mentioned above, the type of foreign trade contract depends on the subject discussed in the document:
- purchase and sale;
- contract (for example, construction);
- provision of services;
- international transportation of goods;
- assignment;
- rent or .
The contract involves the provision of intellectual property, goods and services in exchange for monetary or other consideration.
There is a division of contract clauses. Items may be mandatory or optional. Mandatory items specified in the contract include the cost of services or goods, delivery conditions, information about both parties to the contract, and possible fines. Additional items include guarantees, insurance, actions in case of force majeure and other items necessary for the successful conduct of a foreign trade operation.
Structure of a foreign trade contract
The structure of the document may vary, but the standard form of a foreign trade contract is as follows:
- Date, place of conclusion of the contract, registration number;
- Preamble, including the name of the parties to the agreement, the names of the states, the status of the partners (for example, buyer and seller);
- Subject of the agreement, including a description of the product and its name. If we are talking about a product with complex technical characteristics, then this paragraph indicates only its quantity and short description, the terms of the foreign trade contract are supplemented by a specific section “Technical conditions”, which describes technical requirements to the subject of the transaction;
- Product cost, its quantity, the currency in which it is planned to make payments;
- Delivery conditions indicating the states from which the shipment will be made and where the cargo will be delivered. The person responsible for transporting the goods is indicated.
In the event that transportation is carried out on the basis of INCOTERMS, it is required to indicate what year of manufacture the INCOTERMS used is. Delivery times and payment terms are indicated; - Product packaging type. You must specify both the outer packaging (for example, a container) and the inner packaging. The labeling of the goods is indicated, including legal information about the buyer and seller, contract number, special markings (for example, an indication of fragile or dangerous cargo);
- Delivery time. We are talking about calendar dates by which the cargo must be delivered to the geographical points specified in the contract. Russian legislation indicates that the delivery time is mandatory or essential conditions foreign trade contract of the Russian Federation. The delivery time is indicated or calendar date, or after a certain period of time. The possibility of early delivery of goods is also stipulated in the contract.
Terms of payment for goods. This can be cash or non-cash payment. When making payments for international trade transactions, checks, bills of exchange, and letters of credit are usually used. Read what an irrevocable letter of credit is. In the event that advance payment is required, this point is also reflected in financial conditions contract;- Insurance Information. This includes data on the subject of insurance, the person for whom the insurance is issued, the list of risks;
- It is worth mentioning the warranty service. The actions of the buyer and seller are indicated if the product turns out to be defective. The terms and conditions of replacement, the conditions under which warranty service will be provided;
- Responsibility of the seller or buyer. Here the actions of one or another party are recorded if the delivery of goods was performed poorly, there was a violation of deadlines, the cargo did not arrive fully assembled, there was a delay in payment for services, etc. It is indicated who is responsible for possible losses and to what extent;
- The procedure for action in this case is indicated if there are any disputes and conflict situations. In particular, they mention possible ways conflict resolution (court, negotiations, etc.);
- Occurrence of force majeure. This includes a list of situations that both parties recognize as “force majeure circumstances” that push back the deadlines for fulfilling the obligations of one or another party for the period of the force majeure and the elimination of its consequences;
- Additional Information. This line can include the procedure for possible amendments to the contract, confidentiality conditions, the possibility of third parties participating in the contract, the number of copies of the contract, and so on;
- Names of partners, legal addresses, bank details;
- Signatures of both partners, stamp and decryption of the signature. In this case, the positions on the basis of which the person is engaged in signing the contract must be indicated. You can supply a facsimile if this possibility is specified in the contract.
This is the structure of the most common type of foreign trade contracts - purchase and sale. Other types of contracts are drawn up in approximately the same way. You can see a sample of foreign trade contracts.
If the parties do not reach an agreement on any of the clauses of the contract, the contract will not be considered concluded.
Design rules
A contract is concluded for any business interaction with a foreign counterparty. Its execution is extremely important, because if there are omissions, solving the problems that arise will be doubly difficult, since your partner is in another country. If you want to check your foreign partner, this can be done remotely. Where to find it, we already wrote in last article.
To prevent troubles, the following points should be taken into account when drawing up a foreign trade contract:
- Priority should be given to the terms of the contract. You need to spell them out well. In case of disagreement with a partner, the basis for resolving the conflict will be precisely the conditions specified in the contract;
- It is important to choose which country’s legislation will apply when implementing the contract and indicate this in the contract. Legislation affects such parties to the contract as the rights and obligations of partners, implementation of the contract, invalidation of the contract;
- By law, you need to have a written contract. That is, it must be personally signed by both parties. Otherwise, it may be declared invalid by the tax authorities;
- note to ensure that the contract describes the labeling, packaging of the cargo, its exact volume, and weight. Using this data, you can determine whether the seller has fulfilled all the terms of the transaction and, if necessary, hold him accountable;
- The contract requires a set of papers, which the seller is obliged to transfer to the buyer, documents confirming the shipment of the goods;
- Force majeure clause involves situations in which both parties cease to be responsible. This paragraph can list all possible force majeure circumstances, but it is better to leave it open in case of unforeseen situations;
- In the clause on the responsibility of the parties, you can list the fines and sanctions that come with non-compliance given conditions one of the partners;
- Check that the contract contains all required clauses. Foreign trade contracts usually attract close attention from tax authorities. Problems can arise from seemingly small things. In particular, if the contract is not drawn up correctly, the seller may be deprived of the opportunity to take advantage of the zero interest rate. The buyer may have problems with customs authorities.
Features of the content of the Charter of an LLC with one founder. Having a single founder makes opening a company somewhat easier.