Contract. Main content and order of registration

A foreign trade contract is an agreement that fixes in writing commercial relations between parties that are subjects of different citizenship. The contract establishes certain rights and obligations of partners (contractual conditions, the procedure for their execution, responsibility).

A contract for foreign trade transactions of sale and purchase usually contains several sections:

information about the parties that have concluded the contract (the exact name and details of the parties);

the subject matter of the contract;

price and total amount;

· terms of delivery, terms of payment, guarantees of the seller;

packaging and labeling;

the penalties;

· insurance;

agreed definition of circumstances force majeure(Force Majeure);

arbitration.

At the same time, taking into account the specifics of the products that are the subject of the contract, sections on:

conventional fines;

· technical documentation;

Inspection and testing;

export licenses;

special and other conditions.

An indispensable condition for a sale and purchase transaction drawn up by a foreign trade contract is the transfer of ownership of the goods from the seller to the buyer. This fundamentally distinguishes such contracts from other types of contracts in the field of foreign economic activity discussed earlier.

The contract of sale in foreign trade, as well as within the country, in conditions contractual relations market entities perform three main functions:

legally consolidates the relationship between the parties, giving them the nature of obligations, the fulfillment of which is protected by law;

determines the order, sequence and methods of partners' actions;

provides for measures to ensure the fulfillment of obligations by the parties.

It is no coincidence that the parties to the contract must determine the law of which state will be applied when choosing the form of concluding a transaction, regulating the rights and obligations of partners, as well as deciding contentious issues in case of their occurrence. Practice has developed a certain procedure for making foreign trade transactions of purchase and sale, ᴛ.ᴇ. preparation, approval, conclusion and execution of the contract. It usually includes the following 4 stages:

· a party (company, firm, entrepreneur) wishing to export or import a certain product, looks for a partner with the help of a request;

· named party receives the offer (consent) of the interested partner and studies it;

The importing party determines the order, the partners enter into a sales contract;

The exporting party delivers the goods, the partners settle the transaction.

Foreign trade contracts can be concluded in a simplified form, when they are fixed in the form of a separate document preliminary agreements. This is especially true for the supply of traditional goods in ordinary trade, in small and medium batches. A sample foreign trade contract of sale is given in Annex 1.

When concluding simplified, short contracts, the parties must clearly understand how the gaps in such a contract will be filled - you cannot use a stencil without taking into account the type of goods and the specifics of the delivery conditions.

In the case of large-scale transactions, in particular, when supplying complex, complete equipment, performing long-term operations with raw materials, international specialization and cooperation, article-by-item, detailed foreign trade contracts are concluded.

As experience shows, in the execution of foreign trade sales contracts, disputes often arise, which sometimes have to be resolved by arbitration. For this reason, the rules for the interpretation of contracts and their individual provisions are of great importance, especially since in national legislations and in judicial practice they have many differences.

In Russia, according to Civil Code, the following requirements shall apply to such an interpretation:

· when highlighting the literal meaning of the terms (words and expressions) contained in the text of the contract, they should be understood in their commonly used sense;

· when determining the actual common will of the parties based on the purpose of the contract, it should be determined at the time of the conclusion of the contract and not at the time of its interpretation;

· the practice that has developed in the relations of the parties cannot be justified by references to the conditions contained in previous contracts and, therefore, allegedly applicable to this contract.

Τᴀᴋᴎᴍ ᴏϬᴩᴀᴈᴏᴍ, certain difficulties may arise here that also affect the results of the contract. All the more important for the normal and efficient implementation of foreign trade operations for the purchase and sale of goods is the development and implementation of uniform rules and the agreed interpretation and application of basic foreign trade terms. This task is largely solved with the help of ʼʼIncoterms - 2000ʼʼ.

3.3. Basic terms of the contract. ʼʼIncotermsʼʼ

The whole set of basic provisions of the contract, the obligations of the exporter and importer arising from it, is called the basic terms of the contract or the basic terms of delivery. Certain basic terms of the contract predetermine who bears the costs of transportation, loading, unloading, storage and insurance of goods that are the subject of a foreign trade transaction of sale and purchase, as well as possible risks when making a deal. These costs are very diverse and quite tangible in size, reaching up to 40 - 50% of the price of the corresponding product for bulk raw materials. The term ʼʼfrankingʼʼ is usually used here, meaning that the buyer is free ʼʼfreeʼʼ to the point (station, pier, port, warehouse, shipboard, etc.) or an analogue of ʼʼfreeʼʼ in another, usually English language.

The number of supply costs taken into account in the basic conditions includes their various types in foreign trade operations:

Costs for preparing goods for shipment from the enterprise, firm, checking the quantity and quality, sampling and testing, packaging;

payment for the delivery of goods with loading, unloading and storage when transported on carrier vehicles within the country;

payment for the transportation of goods from the point of departure to vehicles of international communication;

· the cost of loading products on international transport vehicles;

Costs for the delivery of goods by means of international transport;

insurance costs for international transport;

payment for unloading, reloading and storage of products at the destination;

payment customs duties when crossing the border and, finally, the costs of delivering the goods from the point of arrival to the buyer's warehouse.

In practice, there is a rule that the exporter's costs for the delivery of goods are included in the price of the latter. This determines the initial price used to establish what is recorded in the contract. The latter is important for calculating the so-called customs value of goods, which is the basis for taxation and the calculation of domestic prices.

A clear delineation of the basic terms of the contract ͵ an unambiguous understanding of each of them is developed international practice. For the first time, an agreed interpretation of the basic commercial terms used in foreign trade, ʼʼIncotermsʼʼ (International Commercial Terms), was developed and adopted by the International Chamber of Commerce in the 30s.

Today there is an updated and revised edition of the international commercial terms ʼʼIncoterms-2000ʼʼ. It provides a detailed interpretation of 13 basic (out of a total of 28) options for the basic terms of the contract. At the same time, they are subdivided in a new way in relation to modern ways transportation:

· for all types of transport and multimodal transport - 7 options;

· sea and internal water transport - 6;

air transport - 1;

· Railway - 1 option.

Brief names of the basic basic terms of the contract, written in the relevant documents, are indicated by the first letters of the English words expressing their content. The main ones are:

· FAS (Free alongside ship) -ʼʼfree along the sideʼʼ, ĸᴏᴛᴏᴩᴏᴇ means that the exporter is obliged to deliver the cargo and bears the risks and costs at the time of delivery and unloading of the goods at the pier of the port of departure;

· FOB (Free on board) - ʼʼfree on boardʼʼ - the exporter is obliged to deliver the cargo to the port of departure and load it onto the ship;

CFR (Cost, Freit) - ʼʼcost, freightʼʼ - the cargo is delivered by the exporter to the port of arrival with unloading at the berth, by this moment the exporter bears all risks and costs, except for insurance;

CIF (Cost, Insuranee, Freit) – ʼʼcost, insurance, freightʼʼ - the exporter delivers the cargo to the port of arrival with unloading at the berth and bears all risks and costs at the time of unloading, including insurance.

A list of all basic conditions and their meanings is given in Appendix 2 at the end of the textbook. Some obligations are common to the exporter and importer under all conditions. Thus, the seller must always, unless otherwise specified:

deliver the goods in accordance with the contract to the point of international departure indicated in it;

provide at their own expense the usual packaging of the goods;

Obtain and pay for an export license or an extremely important export permit;

pay customs duties and export fees;

· bear risks and expenses until the goods are transferred to the buyer's disposal at the point stipulated by the contract.

In turn, the buyer, under all basic conditions, unless otherwise specifically agreed, must:

· accept the goods at the place and within the time specified by the contract, and pay the contract price of the goods;

· issue and pay for obtaining an import license or other import permit.

All possible obligations of the exporter and (or) importer under any basic conditions of delivery are divided according to ʼʼIncoterms-2000ʼʼ into 10 points, which are assigned the corresponding serial numbers. Now they do not need to be listed textually - just indicate the required number for the exporter (A) and importer (B). The list of duties and their numbering are given in Annex 3. Knowledge of ʼʼIncotermsʼʼ is extremely important for participants foreign economic activity. When supplying goods for export or purchasing them for import, counterparties bear certain and often significant risks, incl. in case of loss or destruction of the goods, its non-arrival or untimely arrival at the destination, loss of quality, violation of certification characteristics, etc. This can lead to the undermining of trust relationships, make it extremely important to apply for legal protection, incl. through arbitration. If, when concluding and drawing up a contract, the parties refer to the ʼʼIncotermsʼʼ, they are sure of a simple and clear distribution of their rights and obligations, eliminating the possibility of misunderstandings and disputes over the accepted wording, ensuring a uniform understanding and interpretation of the terms of a foreign trade transaction. The reference to the fact that the terms of the sale and purchase transaction are governed by Incoterms avoids verbose and vague definitions, comments and reservations, which often impede sound legal, economic and financial decisions, causing additional costs.

The most commonly used and used in international statistics to assess the cost volumes of exports and imports, the basic conditions and prices FOB (FOB) for exports and CIF (CIF) for imports are used.

The operation of the ʼʼIncotermsʼʼ rules should be shown by the example of the FOB condition, ᴛ.ᴇ. ʼʼfree on boardʼʼ, with further indication of the port of shipment: ʼʼRussian Timber FOB Nakhodkaʼʼ. This means that the goods (in this case, boards processed hardwood) is delivered by the exporter to the port of Nakhodka and loaded by him on board the vessel. The risk of loss or damage to the goods, loss (for example, dampness) of the qualities specified in the contract and other obligations of the exporter are transferred from the seller to the buyer (importer) at the moment the goods (crane means) cross the ship's railings (board line).

Under the FOB clause, the exporter must:

· to supply timber in accordance with the terms of the contract of sale with the provision of the data stipulated by the contract confirming such compliance;

· load them on board a ship named by the buyer on the date or time specified and notify the importer promptly of the shipment;

bear all costs and risks of delivery to the ship at the port of shipment until the actual passage of the goods (crane booms with timber) over the ship's rail, including the costs of paying all duties, taxes and fees levied during export, as well as costs on the completion of all formalities required by the seller when loading the goods on board;

Provide at your own expense regular packaging cargo, except when such goods are sent, as a rule, without packaging;

· pay the costs associated with the check (weighing, counting, quality control), which is essential for the delivery;

draw up and present at his own expense a generally accepted clean document certifying the delivery of the cargo on board the designated vessel;

· provide the importer, at his request and at his expense, with a certificate of origin of the goods;

at the request of the importer, at his risk and expense, assist him in obtaining a bill of lading and other documents, in addition to those specified in the previous paragraphs, issued in the country of departure and / or origin of the goods, which may be required by the buyer for importation into the country of destination, as well as for transit when transporting through third countries.

In a similar way, it is possible to decipher the obligations of the importer in a foreign trade transaction for the sale of goods on FOB terms.

The condition and, accordingly, the CIF price mean that the price of the goods includes its main price - FOB and all subsequent costs for cargo insurance and transportation to the destination.

According to the ʼʼIncotermsʼʼ concept, the main difficulties of participants in foreign trade transactions of sale and purchase are related to the following points:

· Uncertainty as to which country's law should apply in the contract;

Insufficiency of information

· Differences in the interpretation of the basic terms of transactions.

The use of ʼʼIncotermsʼʼ largely eliminates all these difficulties, although in practice situations sometimes arise that cannot be interpreted in a single way. Οʜᴎ, as a rule, are due to the following reasons:

features certain types trade;

customs of some ports;

special contract conditions requiring deviations from standard options.

But even in these cases, the solution is facilitated by taking into account the general approaches formulated in ʼʼInternational Commercial Termsʼʼ.

In world trade for almost 70 years, a special place has been occupied by the International Rules for the Interpretation of Trade Terms - INCOTERMS (International Commercial Terms). Οʜᴎ are created so that counterparties from different countries those who enter into a sale and purchase agreement had the same understanding of the basic rights and obligations of the parties regarding the transportation, packaging, insurance, customs clearance of goods, as well as the distribution of risks of accidental loss and damage to goods. At the same time, when using INCOTERMS, participants in foreign economic activity may face tax "traps". At the same time, such problems can be avoided if a foreign trade contract is drawn up correctly.

How to apply INCOTERMS when concluding a foreign trade contract - concept and types. Classification and features of the category "How to apply INCOTERMS when concluding a foreign trade contract" 2017, 2018.

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All enterprises and organizations, in the statutory documents of which, the possibility of foreign economic activity (FEA) is fixed, have the right to carry out both export and import operations.

Foreign economic activity provides for a mutually beneficial international exchange of goods, in order to obtain additional markets, or to acquire the necessary material resources.

In order to be an effective participant in foreign economic activity, it is necessary to know and comply with the requirements of the current legislation, have the necessary information regarding the financial and foreign exchange aspects of the foreign market, know the current situation and analyze its prospects in the future.

Distinguish the following types foreign trade operations:

Import - the purchase of goods from a foreign seller, with its importation into the country of destination;

Re-import - the acquisition abroad of previously exported goods that have not undergone processing;

Export - the sale of goods to a foreign buyer, with their export abroad of the exporter's country;

Re-export is the sale abroad of the state of previously imported foreign goods without their processing.

Fundamentals of foreign economic activity consist of several stages. Each stage is laborious in its own way, so let's dwell on each stage:

The entrepreneur decides what goods he wants to sell on the market;

He also monitors the market for the demand for these goods on the market;

Further, he finds the goods of interest to him and, accordingly, their suppliers himself or with the help of companies specializing in this field and having many years of experience, who will select the best counterparty for import or export, conduct preliminary negotiations in order to obtain the best commercial offer and prepare the basis for the conclusion of a foreign economic contract;

A foreign trade contract is concluded.

Foreign trade contract (international contract) is the fundamental document of any foreign economic transaction.

There are various types of international contracts.

In practice, the most common contract of sale is a foreign trade contract. Let's dwell on it separately.

The contract has certain requirements that must be met without fail.

A foreign trade contract must be drawn up taking into account the state, and especially the customs legislation of both parties. If any points were missed during the process of negotiating the contract, it will be necessary to write them down in additional agreements in the future, which usually happens.

The foreign trade contract has the following sections:

1. Names of the parties (also indicated in the passport of the import (export) transaction);

2. The subject of the contract - the name of the goods (the purpose of the transaction) or describes the documents in which the goods will be listed (for example - the goods supplied under this contract are specified in the specification or annex to the contract and are its integral part);

3. Form of coordination of individual deliveries (annex, specification, etc.) in the case of a framework contract;

4. The amount of the contract in the currency of the contract (also indicated in the passport of the import (export) transaction);

5. Currency of the contract (for example - Russian rubles, US dollars, Euros) (also indicated in the passport of the import (export) transaction);

6. Terms of payment (prepayment in %, payment after receiving the goods with an indication of the term) The same conditions are prescribed in the passport of the import (export) transaction;

7. Delivery time (must be tied to a specific moment);

8. Terms of delivery according to Incoterms 2010;

9. List of documents sent by the supplier with the goods;

10. The term for the return of payment in case of complete or partial non-delivery of goods;

11. Sanctions for breach of contract;

12. Warranty and actions in case of delivery not meeting the terms of the contract;

13. Force majeure;

14. Applicable law;

15. Place of arbitration;

16. Validity of the contract (also indicated in the passport of the import (export) transaction);

17. Legal and actual addresses and Bank details parties;

In the standard version, the contract amount always coincides with the amount specified in the main specification or annex for the goods. Such contracts are accepted customs clearance without any additional questions from the customs authorities.

frame contract.

In the case of the framework contract, things are not so smooth.

The attitude of customs authorities to framework contracts is ambiguous.

If the value of the goods at customs clearance is higher than the benchmarks indicated in the risk management system (RMS), they do not attract particularly close attention.

But in the opposite case, when a foreign trade participant needs to prove the declared customs value, the customs authority immediately indicates that the contract is a framework one and does not comply with necessary requirements, which is one of the reasons for the possible refusal of the customs authority to accept the customs value declared in the declaration for goods.

So why do framework contracts cause a negative attitude of the customs authorities?

When contracts do not specify at least one of the essential conditions, and all essential conditions are determined for each delivery separately, such contracts should be referred to as "framework".

Essential conditions - the conditions necessary for the conclusion of the contract.

When classifying foreign trade agreements (contracts) as "framework" one should be guided by the norms of private international law and civil law of other countries.

According to Clause 1, Article 14, United Nations Conventions on Contracts for the International Sale(Vienna, 11.04.1980) An offer to conclude a contract addressed to one or more specific persons is an offer if it is sufficiently specific and expresses the intention of the offeror to be bound in case of acceptance. An offer is sufficiently definite if the goods are indicated in it and the quantity and price are directly or indirectly established, or the procedure for their determination is provided. Thus, we can talk about reaching an agreement between the parties under the contract, if it is reached by the name of the goods, by quantity and price, or establishes the procedure for their determination.

With regard to provisions civil law Russian Federation The contract must comply with the rules binding on the parties established by law (namely, part two of the Civil Code of the Russian Federation) and other legal acts (imperative norms), in force at the time of its conclusion.(according to Article 422 of the Civil Code of the Russian Federation). Features of the conclusion and execution of a supply contract under Russian law are provided for in paragraph 3 of Chapter 30 of the Civil Code of the Russian Federation. Also apply to the supply as a type of contract of sale general provisions on sale and purchase (Articles 465, 467, 469, 481, 485, 486 of the Civil Code of the Russian Federation).

The essential conditions, the absence of which in the supply contract entails its recognition as not concluded, include:

1. name and quantity of goods(Clause 3, Article 455 of the Civil Code of the Russian Federation);

2. delivery time(Article 506 of the Civil Code of the Russian Federation).

By general rule established article 485 GC Russian Federation, the condition on the price of the goods is not among the essential, in the absence of which the contract of sale is not considered concluded. it general rule does not apply, unless otherwise provided for certain types of contract of sale. For the supply contract, the condition on the price of the goods is not essential.

In the case of an international contract, it should be taken into account that, along with the norms of international treaties (including conventions), the parties apply the norms of national law.

In this connection, the customs authorities consider it possible, when examining the presence of essential conditions in the contract, to be guided by the Letter of the Central Bank of the Russian Federation dated 15.07.96 N 300 " on "Recommendations on the minimum requirements for mandatory details and the form of foreign trade contracts"

Based on the latter, foreign trade contracts should indicate:

1. Subject of contract - name and full description of the goods, assortment, marking of goods, volume, weight, quantity of goods;

2. Price and amount - the total amount of the contract and the price per unit of goods. In cases where the price per unit of goods and the amount of the contract cannot be precisely established at the date of signing the contract, a detailed formula for the price or conditions for its determination is given;

3. Delivery time - the date of completion of deliveries and/or the schedule of deliveries of specific consignments of goods, indicating the period of validity of the contract, during which the deliveries of goods and mutual settlements under the contract must be completed.

Considering the foregoing, in the absence of the above essential conditions, supply agreements (contracts) are determined for customs purposes, namely, when distributing powers to control customs value between customs authorities depending on the type of contract, as framework contracts, which entails enhanced control of the customs value of goods supplied under framework contracts.

The second stage is the conclusion of the contract. The conclusion of a foreign trade contract is carried out in the following forms:

Confirmation by the exporter of the order sent by the importer;

Through the acceptance by the buyer of a firm offer of the exporter;

Acceptance by the seller of a written confirmation by the buyer of a previously sent out free offer;

Signing of the agreed contract by authorized representatives of the parties;

Written confirmation of a previously reached oral agreement A foreign trade contract is usually concluded in writing in the form of single documents signed by the parties

Content of a foreign trade contract

A foreign trade agreement (contract) is an agreement for the supply of material goods, adopted in international trade, which is between the exporter and the importer, is aimed at establishing, changing and or terminating their mutual rights and obligations in foreign trade activities.

Model contracts for the sale of goods are developed by chambers of commerce, monopolistic associations, large firms. European Economic Commission. UN. Model contracts for many goods are developed by sectoral national unions of entrepreneurs, and for each product there may be several variants of model contracts. When developing international contracts are guided. Convention. UN o mi. International contracts for the sale of goods and International rules for the interpretation of commercial terms. INCOTWRMs (as amended in 1990). AT practical activities As a rule, each firm should have a wide range of standard contracts.

The foreign trade contract includes the following sections: preamble; subject of the contract, quantity and quality of goods, basic terms of delivery; price and amount of the contract, terms of payment, terms of delivery and acceptance of goods; packaging and labeling of goods; statement of claims; force majeure circumstances; sanctions and complaints; dispute resolution (arbitration). In general, the structure of a foreign trade contract is similar to that of an ordinary supply contract (see 63), however, some of the terms of a foreign trade contract have their own interpretation.

The preamble is the introductory part of the contract, which indicates the number, place and date of signing the contract, determines the parties (organizations, firms) on whose behalf the contract is concluded, and the name of the documents that guide the counterparties when concluding the contract.

The subject of the contract contains a detailed description of the goods (indicating the exact name, brand, variety) that is sold under this contract. If the range of goods is large enough, this section can be placed outside the text of the contract in the form of specifications, which are an integral part of that same contract and are specified in the text of the contract itself.

The quantity of goods to be delivered is established for each commodity item according to the systems of measures and weights used in different countries, and as their equivalent - in the metric system. Which awn of goods is determined by the totality of the main properties that can confirm the possibility of using for the main purpose, and is established by reference to standards, specifications, samples then w.

Basic terms of delivery (according to international rules interpretation of commercial terms as amended in 1990) determine the type of transport and obligations of counterparties for the supply of goods, determine the moment of transfer of risks from one party to another (Table 63). In relation to the obligation of the seller, a set of conditions. IN-COTERMS as amended in 1990 is divided into four groups:

Group. E - shipment of goods;

group F - basic transportation costs not paid;

Group. C - the main expenses for the transportation of goods paid;

group D - delivery of goods

. Table 63

Classification of conditions. Incoterms in terms of the obligations of the seller (exporter) of material goods

. Table ending 63

In accordance with this principle, the obligations of the seller are gradually growing - from the minimum in the group. E up to the maximum in group D. At the same time, the costs incurred by the seller are included in the price of the goods

The price and amount of the contract is the amount of money in a certain currency that the buyer is obliged to pay to the seller for a unit of goods or all goods delivered on agreed terms at the point specified in the contract. Contract prices can be expressed in the currency of the country of the exporter, importer or a third country, depending on the method of fixing, there are fixed, mobile, floating, followed by price fixing. In addition, in international trade there is a specific system of discounts to the price (general, if payment for the goods is made in cash, seasonal, if the goods are purchased out of season, etc.).

The terms of delivery and acceptance of goods determine the terms and dates of delivery of goods under this contract. Delivery time - the moment when the seller is obliged to transfer the goods into the ownership of the buyer or a person authorized by him and can be determined by a calendar day, the period during which the delivery must be made, or as a certain condition: "immediately", "quickly", " without delay", "from the warehouse", etc. By the date of delivery, as agreed by the parties, the following can be accepted: .. Contracts may also provide for early delivery.

At the place of delivery and acceptance, it can be preliminary (conducted by the representative of the buyer to the seller) or final (conducted at the place of loading or at the destination

The terms of payments determine the method, procedure and terms of financial settlements and guarantees that the parties will fulfill their mutual payment obligations. The settlement currency can be the currency of the contract, the currency of one of the parties to the contract or the currency of a third country. The terms of settlement are usually indicated by the parties in the contract as a specific date or period during which payment must take place, and depends on the specific moment of transfer of ownership of the goods. The main payment methods in international practice are bank (cash) recalculation, advance payment and credit payment. Acceptable forms of RO from accounts are collection, letter of credit, open account, transfer, check, promissory note, etc. In practice, forms of payment are often intertwined and combined.

Packaging and labeling of goods provides for the agreement by the parties of the requirements for the packaging of goods (boxes, bags, containers, etc.) and the application of appropriate markings on it (name of the seller and buyer, contract number, destination, special conditions warehousing and transportation, etc., and, if necessary, the conditions for its return).

The order of shipment presupposes not only the obligatory technological support of loading operations, but also the timely informing by the seller of the buyer about the readiness for shipment and the completion of this process. Simultaneously with the message about the shipment to the buyer, a package of shipping documents is sent via means of communication.

Force majeure circumstances provide for the cases in which the parties are exempted from liability for failure to comply with the terms of the agreement (contract) due to force majeure circumstances (natural disasters, military operations, embargo, interference by the authorities, etc.). The period of validity of force majeure circumstances is confirmed by the chamber of commerce and industry of the respective country.

Sanctions and reclamations establish the procedure for applying penalties, compensation for losses and filing claims in connection with the failure of one of the counterparties to fulfill their obligations. The amount of fines for sanctions should be clearly defined in the contract (as a percentage of the value of the undelivered goods or the amount of unpaid funds, the terms for paying fines - from what period they are established and for how long they are valid), the terms during which complaints can be filed. Claims can be expressed only on those issues that have not been settled by the acceptance procedure, they are sent in writing and must contain a specific requirement for the seller to eliminate the shortcomings.

Arbitration provides for the procedure for settling disputes and disputes, claims and reclamations that cannot be resolved by the parties through negotiations. To do this, the parties stipulate the cases in which the parties m can apply to the court, the appeal procedure and the arbitration body, including the country (seller, buyer or third country), which should be contacted in case of unresolvable superstitions.

Foreign trade contract- this is a document that most fully reflects the terms of the contract of sale between the importer (buyer) and the exporter (seller). A foreign trade contract provides for the obligation of one party (exporter) to transfer the ownership of the goods to the other party (importer), which undertakes to accept this product and pay the appropriate price for it. The content of the contract is determined by both parties to the transaction and largely depends on the specifics of the goods (for example, the supply of machinery and equipment or crystal glassware), the specifics of national legislation, and trade customs.

The foreign trade contract includes several sections, each of which is agreed between the seller and the buyer during negotiations. The text of the contract begins with a preamble, which indicates the date and place of signing the contract, the full legal name of the parties. The following sections of the contract follow.

Section I of the contract is called "Subject of the contract". This section indicates the type of foreign trade operation, the basic terms of delivery, the exact name of the goods (in accordance with the customs classification) *, the quantity and origin of the goods.

Section II"Quality of goods" indicates the qualitative characteristics of the goods, the relevant documents confirming the quality and method of determining the quality of this product.

A document confirming the quality of the goods may be a quality certificate, which is issued either by the manufacturer or by another organization that issues a certificate at the request of the seller.

AT section III "Price and total amount of the contract" is fixed price currency, i.e. by agreement of the parties, the currency of one of the countries or the currency of a third country is chosen. The price of a unit of goods and the total amount of the contract are also indicated here. An important point foreign trade transaction is to determine the price level of the goods, ie. contract price. The following types of prices are used as a contract price: reference prices, exchange quotations, prices of international auctions, prices of individual large offers and requests, prices of competitors.

Section IV called "Delivery Time". Delivery time- these are calendar dates during which the goods must be delivered to the buyer in established by the contract place (geographic point). This section must also contain the permission or prohibition of the long-term supply of goods. In addition to the delivery time this section The contract highlights the date of delivery, indicating the moment of transfer of the goods to the buyer.

Section V"Terms of payment" must indicate the currency in which settlements between the parties for the delivered goods will be made. In addition, it indicates place and payment term. It is also necessary to indicate payment method: Settle for cash, advance payments, or credit payments. Specified and form of payment. In international practice, there are the following forms of payment:

At present (since 1991) in Russia there is a classification of TN VED goods, which corresponds to the Harmonized Commodity Description and Coding System (HTS), which is in force in many countries of the world.

• settlement by collection (with preliminary or subsequent acceptance);
• letter of credit form of payment;
• bank transfer;
• open account.

Section VI"Surrender-acceptance" must be agreed by the parties and the moment acceptance- this is the place where, at a certain moment, the goods are transferred to the buyer in accordance with the quantity and quality stipulated by the contract. It is also necessary to agree on the type acceptance.

The contract also clearly states place of delivery and acceptance. Delivery and acceptance deadlines quantity and quality do not coincide in time. Quantity check of the goods is carried out immediately upon receipt. Checking the goods for quality requires more time (it depends on the type of goods).

Section VII"Packaging and labeling of goods" specifies the requirements for packaging of goods, type of packaging, packaging conditions. Product specificity plays here big role. Marking goods must comply with the details listed in the contract.

Section VIII contract is called "Sanctions". Sanctions are provided for unfair fulfillment of obligations under a foreign trade contract concluded between the parties both in relation to the seller and the buyer.

Section IX"Arbitration" defines the procedure for resolving disputes that may arise in the performance of contracts between the parties.

Section X called Force Majeure. Force Majeure- these are force majeure circumstances that prevent the execution of the contract, which could not be foreseen at the time of signing the contract. Such circumstances include natural disasters (fires, floods, earthquakes, hurricanes), wars, blockades, epidemics, strikes, etc. This section should list the types of force majeure circumstances in which the parties cannot fulfill their obligations under the contract. It is also necessary to specify the duration of force majeure circumstances.

Section XI"Other conditions" in addition to the main conditions of the contract, the parties agree on other mutual rights and obligations.

Section XII"Legal addresses of the parties" - the final section of the foreign trade contract. It must be indicated here legal addresses sides, i.e. full company name, location and postal details.

Thus, a foreign trade contract is the main document certifying the fact of a foreign trade transaction. It reflects the conditions for its implementation.

Foreign trade contracts are trade agreements between two or more entities commercial activities in the international market, created for the purpose of the emergence, change and termination of activities in the trading field. The entities that sign such contracts are under the jurisdiction of individual states. Foreign trade deliveries are drawn up in accordance with the unified rules of legal documentation and contain conditions that involve the trade exchange of certain types of goods or services.

The parties to a foreign trade contract conclude an agreement, according to which the exporting party undertakes the obligation to deliver a certain product within a clearly specified time frame, and the 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 kinds 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 implemented only upon signing an appropriate contract, the terms of which require this activity.

The existence of many forms of foreign trade activity implies the existence of a system of unified legal norms that would regulate all aspects of social relations in this segment. Among such legal norms is 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 border of the state, but this does not apply to barter transactions.

Terms of a 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 contract of sale, then 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 hallmark contract of sale from any other type of transaction.

The rules of the Vienna Convection began to operate on the territory of Russia in the fall of 1991. This convention pays special attention to the conditions for drawing up sales contracts that are signed between subjects of different countries. This Convention governs the legal activities of the parties, regardless of the countries in which they are located, and what system of legislation is in force there. The contract of sale may be concluded between legal entities operating units of which are located in different countries.

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

When signing international contracts, it is practically impossible to stipulate in it all possible hypothetical situations, so the parties manage only general rules.

Types of foreign trade contracts

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

1) Depending on the delivery time:

• One-time.

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

• Urgent.

These are the deliveries that need to be made during the current period as soon as possible. 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 carried out in accordance with the conditions for making payments in cash specified in the contract).
• Commodity form (payment is carried out by the method of commodity barter).

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 conditions that are agreed in advance).
• Special - such contracts are concluded for carrying out installation work, design, transportation of specific products, research, testing, exploration.
• Framework contracts - such contracts have only general terms and Conditions, which are subject to detailed discussion and change in the future; will be specified more specifically in the course of ongoing activities. Based on the incomplete information of preliminary services, it is difficult to financially evaluate such contracts, since they have only a minimal percentage of information.
• Intentions - the desire of the customer to buy products without specific obligations is stipulated.

4) Depending on the subject of sale and purchase:

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

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