International sales contracts. International contract of sale

The contract of international sale is concluded between parties whose commercial enterprises are located in the territory of different states.

To recognize the contract of sale as international, only one condition is sufficient - the location of the commercial enterprises of the parties in different states. The national (state) affiliation of the parties does not matter.
That is, a transaction between a Russian and a foreign person located on the territory of Russia will not be an international sale and purchase.

Russian participants in an international sale and purchase may be legal entities with a permanent location in the territory of the Russian Federation, and individual entrepreneurs with a permanent or predominant place of residence in the territory of the Russian Federation.

The parties to the international purchase and sale are the seller and the buyer. The main document regulating the terms of delivery of goods is represented by the International Rules for the Interpretation of Trade Terms - INCOTERMS-200

The procedure for concluding an international sales contract

Based on paragraph 2 of Article 1209 of the Civil Code of the Russian Federation, an international sale and purchase agreement, one of the parties to which is a Russian person, must be concluded in writing, regardless of the place of its conclusion. Otherwise, the contract will be declared invalid. Even if the transaction has already been executed, it will still be invalidated. Amendments to the terms and conditions of the contract must also be in writing. The written form means the preparation of documents signed by the parties, as well as the exchange of documents by postal, telegraph, teletype, telephone, electronic or other communication, which makes it possible to reliably establish that the document comes from the party under the contract.

The general procedure for concluding an international sale and purchase agreement is contained in the Vienna Convention of 1980. As a rule, there are no difficulties when drawing up and simultaneously signing a document by the parties. However, given the international nature of the treaty under consideration, the parties, due to objective circumstances, often cannot be present in the same place at the same time. Therefore, the Convention provides for the procedure for concluding a contract by means of an offer and an acceptance.

Offer is an offer by a party to enter into a contract. In order for an offer to be considered as an effective intention, it must be sent to a specific person (or persons) and express a specific desire to conclude a deal, including information about the name of the product, its quantity, price.

Acceptance- this is a statement or other behavior of the recipient of the offer (proposal to conclude a deal), expressing agreement with it. In certain cases, consent to conclude a transaction may be expressed in the performance of actions. For example, by virtue of custom or practice between the parties, the recipient of an offer may express his consent to the conclusion of the contract by sending the goods or paying the price.

The contract is considered concluded at the moment when the consent to the proposal to conclude it is received by the offeror. In the case when consent to conclude an agreement is expressed by performing actions, then the agreement is considered concluded from the moment such actions are performed. If the sale and purchase agreement is concluded by representatives of the parties, then it is important to know that the form of the power of attorney is determined by the law of the country of the place of its execution (issuance).

The term of validity of the power of attorney is determined by the law of the country where the power of attorney was issued. This means that if the power of attorney was issued on the territory of the Russian Federation, then its validity period cannot exceed 3 years, and if the period is not specified in the power of attorney, then it remains valid for a year from the date of its execution.
A power of attorney cannot be invalidated due to non-compliance with the form, if the latter satisfies the requirements of Russian law.

Applicable law is the rules that govern relations arising from an international agreement, in particular, sale and purchase.

The parties agree in the contract which law will be applied. Otherwise, the law of the seller will apply to the contract.

CONTRACT OF SALE

"__" ________ _____ y.y. ________ No._____

____________________________________________________________________________,

hereinafter referred to as the "Seller", represented by

(position, full name)

acting on the basis_____________________________________________________

And____________________________________________________________________________,

(name of the legal entity, full name of the entrepreneur)

hereinafter referred to as the "Buyer", represented by _____________________________________

_____________________________________________________________________________,

(position, full name)

acting on the basis____________________________________________________,

(Charter, Regulations, Powers of Attorney, Certificates - their number, date)

have entered into this contract as follows:

1. Subject of the contract.

In accordance with this contract, the Seller sold and the Buyer bought on the terms

(FOB, CIF, CAF, FAS, etc.)

(Product Name)

in the amount of ____________________________________, the range of which is being specified

(pieces, kg, etc.)

attached to

specification contract, signed by the contracting parties and which is

an integral part of the contract.

2. Delivery time.

Delivery ___________________________________________________________ must be

(Name of product)

carried out by _______________________________________________________________.

(specific date, period from ___ to ___)

Early delivery ____________________________________________________________

(allowed, not allowed, other conditions related to early delivery)

3. Price.

Price for _________________________________________________.

(unit of measurement: rub., $, other currency)

Contract price _____________________________________________.

(rub., $)

Prices are set by ___________________________________.

(on FOB, CIF, CAF, FAS, etc.)

The price of the goods includes transportation costs for the delivery and loading of the goods on board the ship, all costs in case of damage and loss of the goods in transit until delivery on board the ship, obtaining an export license at your own risk and at your own expense, the cost of packaging, payment of communication costs with the inspection of the goods necessary for the delivery of the goods.

4. Quality.

4.1. The quality of _____________________________________________ should

correspond (Name of product)

(TU, standards; No., date of their approval, if any)

The quality must correspond to ____________________________________________

(the quality of samples approved by both parties (packaged and sealed, etc. by both

parties)

Samples are the standard ___________________________________

(for the parties to this contract. One copy of the standard is kept by the Seller, the other two

_____________________________________________________________________________

from the Buyer within (specify the period) from the date of receipt by the Buyer) (the quality of the goods can be described in detail in the contract)

4.2. The seller guarantees the quality of the goods for ___________ from the moment of _______

(term)

_____________________________________________________________________________.

(shipment, receipt, commissioning)

4.3. The quality of the goods is confirmed by the manufacturer's certificate.

The Seller shall provide the Buyer with the following documentation:

_____________________________________________________________________________

(document name)

in the amount of _________ pieces per _________________________________________________.

(language)

5. Specification (if necessary):

5.1. Completeness of goods _________________________________________________.

5.2. Length _______________________________.

5.3. Width _____________________________.

5.4. Weight _________________________________.

5.5. Color ________________________________.

5.6. ____________________________________.

(etc.)

6. Packaging and labeling.

6.1. Packaging must ensure the safety of _________________________________

(Name of product)

during transportation ______________________________________, transshipment on the way,

(kind of transport)

during storage in __________________________________, to prevent damage to the goods

(if necessary, specify special storage conditions)

from atmospheric influences.

6.2. _____________________________ must be packed ____________________

(name of goods) (indicate in detail the container (boxes,

_____________________________________________________________________________

boxes, lining), quantity inside the container, capacity, etc., describe the material of the container (wood, plastic, fabric, etc.),

_____________________________________________________________________________.

in which the goods must be packed, methods of fastening (sheathing), etc.)

6.3. Places of packing ____________________ are sealed with seals _____________

(boxes, containers, etc.) (manufacturer,

_____________________________________________________________________________.

Seller, transport authorities) (indicate where the packaging is sealed)

The imprint of the seals must be clear. The seal numbers are entered in the transport documents

Sent to the Buyer, and in packing lists,

(consignment note, etc.)

invested in _ ______________________________________________________________.

(container, other sealed place)

The packing list states:

Contract number;

Name of product;

Number of places and goods;

Gross and net weight;

Seal numbers.

6.4. Each ___________________________________ must have the following

marking, (box, place, etc.)

applied with indelible paint:

Contract number;

Name of the Seller and the Buyer;

Name and quantity of goods (for internal marking);

Gross and net weight;

Box number;

Address of the Buyer (recipient) (for external marking);

- __________________________________________________.

(other details as agreed by the parties to the contract)

7. Shipment and transportation.

7.1. Shipment ____________________________________________ is carried out by forces,

means (product)

and at the expense of the Seller.

The seller draws up the necessary documents _ _______________________________

(list them - licenses, certificate of country of origin,

_____________________________________________________________________________

payment of customs duty, export tax, etc.) at the expense of . (indicate at whose expense - the Seller, the Buyer)

7.2. Delivery of ____________________________ is carried out by ___________________

(goods) (mode of transport)

at the expense of ____________________________.

(Buyer, Seller)

Place of delivery ___________________________________________.

(Buyer's warehouse, city, etc.)

7.3. Ownership of ______________________________________ and the risk of it

random (Name of product)

deaths pass ______________________________________________________________

(indicate the moment of transition - from the moment of transfer to the authorities of transport or delivery

_____________________________________________________________________________.

to the Buyer's warehouse, delivery to the port, pier, etc.)

7.4. The cargo is accompanied by __________________________________________________.

(name documents)

Each ___________________________________________________________ should have

indicated: (document name - waybill, bill of lading, etc.)

Contract number;

Name of the Seller and the Buyer;

Name of product;

Gross and net weight;

Volume (if necessary - area);

Container number (box, etc.);

Number and signs of seals;

- ____________________________________________________.

(other details - by agreement)

7.5. Shipping documents must be marked

__________________________________.

8. Shipping information.

8.1. The Seller informs the Buyer ___________________________________

_____________________________________________________________________________

(way of informing - telegraph, telephone, telefax, e-mail, etc.)

about the readiness of the goods for shipment at least _______ days before the start of shipment. The notice states.

(item, quantity, weight, etc.)

Immediately after shipment _______________________________________ Seller

reports: (product)

Contract number;

Name of the vessel (mode of transport, No., etc.);

Date, flight number (schedule);

Bill of lading number;

Name of product;

Quantity of goods;

Number of seats;

Gross and net weight;

The total cost of the goods;

Other data specified in the contract.

Seller must send to Buyer by airmail _____________________

During ___________

(name of documents, their number) (hours, days)

9. Acceptance and delivery of goods and checking their quality.

9.1. Acceptance of goods in terms of quantity and quality is carried out within

_____________________________________________________________________________

(term)

from the moment ____________________________________ to (on) ___________________________

(receipt, receipt, etc. of goods) (Buyer's warehouse, at the time of unloading

_____________________________________________________________________________.

at the final recipient, at the time of acceptance from the transport authority, etc.)

9.2. Acceptance _________________________________ by quantity is carried out

Buyer in (product)

According to ________________________________________________________________.

(transport or other documents)

9.3. Acceptance ____________________________ for quality is carried out

Buyer in (product)

in accordance with the quality specified in the certificate according to

__________________________________________________________________________

indicate in accordance with which document the quality of the goods is checked - by a sample, descriptions, specifications, etc.)

9.4. In the event of a discrepancy in the quantity ___________ or its quality

(product)

the documents mentioned above, the Buyer notifies the Seller about this within

_____________________________________________________________________________

(term)

And draws up an act with a representative

_____________________________________________________________________________

(method of notification) (specify - with whom: representative of the Buyer

_____________________________________________________________________________

or the Chamber of Commerce and Industry, a disinterested organization or unilaterally)

9.5. Upon receipt of the notice, the Seller must decide on the fact of shortage or

quality discrepancy and report it to the Buyer within

____________________________________________________________________________ .

(term, method of communication)

9.6. Claims regarding the quality and quantity of the delivered goods are presented by the Buyer to the Seller within ________________ from the moment

_____________________________________________________________________________.

(drawing up an act of acceptance, etc.)

The seller is obliged to consider the claim within ___ days from the date of its receipt. If the Seller has not responded within the specified period, such a claim is considered to be recognized by the Seller.

10. Payments for delivered products.

10.1. Payment for the delivered goods is made in _____________________ by

(currency - rub., $, etc.)

_____________________________________________________________________________.

(indicate the form of payment - bills of exchange, checks, letters of credit, etc.)

10.2. Payment is subject to the following conditions

_____________________________________________________________________________

(specify if any)

and in the presence of _____________________ copies of documents:

_____________________________________________________________________________

_____________________________________________________________________________.

(name all the necessary documents: invoice, specification, labels, invoices, issued licenses, etc.)

Documents must be in ____________________________ language.

Invoices (other documents) must contain the following details:

___________________________________________________________________.

(name what the parties consider necessary to include in the documents - the number of seals, the date of transfer of the goods, the place of transfer of the goods, etc.)

10.3. Payment is made:

___________________________________________________________________________

(for example, 80% of the goods are paid within the specified period, the remaining 20% -

__________________________________________________________________________________________.

within ____ or all 100% of the cost of the goods are paid immediately, etc.)

11. Sanctions.

11.1. In case of delay in the delivery of goods against the terms established in the contract, the Seller pays the Buyer a penalty in the amount of ____% of the value of the goods, the delivery of which is delayed, for each day of delay.

If the delay exceeds ______ days, the accrual of interest (penalty) is terminated and, in addition to the accrued penalty, the Seller pays the Buyer a fine in the amount of _____% of the value of the goods not delivered on time.

11.2. In case of delivery of low-quality, incomplete goods, the Seller pays the Buyer a fine in the amount of ______% of the value of the goods recognized as low-quality (incomplete).

In addition, the Buyer has the right to return the defective goods at the expense of the Seller, if the parties to the contract have not decided to use the goods for another purpose and reduce the price of the goods, correct the defects of the goods (if they are removable) within the time period established by the parties.

11.3. The Seller pays the Buyer a fine in the amount of ___% of the value of the goods when:

Non-compliance with the terms of the contract of packaging and labeling of goods;

Partial load __________________________________________;

(machine, container, wagon, etc.)

Incorrect execution of shipping documentation;

Regrading of goods;

Damage to goods in transit and partial loss of presentation, if this product is not

recognized as of poor quality in accordance with clause 11.2 of this contract.

11.4. In case of delay in payment for the goods, the Buyer pays the Seller a penalty in the amount of ____% of the payment amount for each day of delay.

11.5. Payment of fines and penalties does not release the parties from the obligation to compensate for the damage suffered by the other party as a result of their failure to comply with the terms of the contract.

12. Force Majeure.

12.1. Neither party will be held liable for the total or partial failure to perform its obligations if the failure is the result of flood, fire, earthquake and other natural disasters or hostilities that occurred after the conclusion of the contract.

Releases the parties from liability for non-fulfillment or improper fulfillment of obligations, as well as a ban on the commission of actions that constitute the content of obligations, coming from the government, parliament, _

_____________________________________________________________________________

(list other circumstances)

12.2. If any of these circumstances directly affected the failure to fulfill the obligation within the period specified in the contract, then this period is proportionally postponed for the duration of the relevant circumstance.

12.3. The party for which it became impossible to fulfill the obligation due to force majeure circumstances is obliged to immediately (however, no later than 10 days from the moment of their occurrence and termination) in writing notify the other party of the occurrence, expected duration and termination of the above circumstances. The facts stated in the notification must be confirmed by the Chamber of Commerce

_____________________________________________________________________________

(Commercial and industrial) (or other competent authority or organization)

corresponding country. Failure to notify or untimely notification deprives the party of the right to refer to any of the above circumstances as grounds for relieving from liability for failure to perform or improper performance of the obligation.

12.4. If the impossibility of full or partial performance of an obligation will

exist for more than ____________ months, the Buyer has the right to terminate the contract in whole or in part without the obligation to compensate for possible losses
(including expenses) of the Seller.

13. Limitation periods. Arbitration.

13.1. The limitation period for the claims of the parties arising from this contract is set at four years.

13.2. Any dispute, controversy or claim arising out of or relating to this agreement or its breach, termination or invalidity shall be settled by arbitration in accordance with the then current Uncitral Arbitration Rules.

The body adjudicating the dispute is _____________________________.

(arbitration, court)

Number of arbitrators _________________________________________________________.

(one, three, who appoints them - parties, court)

The place of arbitration is __________________________________________________________.

(name city or country)

The language(s) of the arbitration proceedings is _____________________.

14. Miscellaneous terms.

14.1. All taxes, fees and customs duties related to the implementation of this contract and levied in the territory of the Seller shall be paid at the expense of the Seller, and in the territory

Buyer - at the expense of ____________________________________________.

(Seller, Buyer)

14.2. All negotiations and correspondence prior to the signing of this contract are considered invalid.

Neither party has the right to transfer its rights and obligations under the contract to a third party without the written consent of the other party.

14.3. Any changes and additions to this contract will be valid only if they are made in writing and signed by authorized persons of both parties.

14.4. This contract is made in duplicate in ______________ and Russian, both texts being equally valid.

14.5. All business correspondence is carried out on __________________________.

(language)

14.6. When resolving disputes arising from this contract, the parties are guided by the provisions of the Vienna Convention of 1980 "On Contracts for the International Sale of Goods".

15. Legal addresses of the parties:

Salesman

______________________________________

I NN ________________ OKPO ____________

Buyer

Name:_______________________________________________________________

Address:_______________________________________________________________________

Bank details:________________

______________________________________ TIN________________OKPO____________

Tel.(fax):____________________________

Seller buyer ______________

signature signature

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The purpose of the study - formation of a system of theoretical knowledge under the contract for the international sale of goods, the features of its conclusion, the form, content of the rights and obligations of the parties.

Main questions

9.1. International sale and purchase as the main type of foreign economic contracts.

9.2. Conclusion of a contract for the international sale of goods.

9.3. Obligations of the seller and the buyer.

9.4. Remedies in case of breach of contract by the buyer or seller.

9.5. Rules for the transfer of risk due to loss or damage to goods.

9.6. Limitation period under the contract of international purchase and sale of goods.

9.7. Official rules for the interpretation of trade terms Incoterms of the International Chamber of Commerce.

Keywords and concepts : contract for the international sale of goods, Incoterms rules, offer, acceptance, revocable offer, irrevocable offer, obstruction beyond control, alleged breach of contract, fundamental breach of contract, remedies, transfer of risk due to loss or damage to goods.

After studying the topic, students should be able to:

To reveal the essence and legal nature of the contract for the international sale of goods;

Determine the features of the conclusion of the contract for the international sale of goods;

Describe the obligations of the seller and the buyer;

Determine remedies in the event of a breach of contract by the buyer or seller;

Disclose the essence of the rules for the transfer of risk in connection with the loss or damage to goods;

Describe the terms of Incoterms of the International Chamber of Commerce.

International purchase and sale as the main type of foreign economic contracts

The contract for the international sale of goods is a type of foreign economic and international commercial contracts. The UN Convention on Contracts for the International Sale of Goods of 1980. It is today one of the main international treaties that regulates the most important issues of the contract for the international sale of goods. It is dominated by unified substantive regulations, and therefore it does not contain conflict of laws rules. Date of entry into force for Ukraine: February 1, 1991 The Convention defines the obligations of the seller and the buyer, the conformity of the goods and the rights of third parties, remedies in case of breach of contract, the procedure for attracting and exempting from liability, the consequences of terminating the contract, and the like.

The main provisions of the Convention:

1. This Convention applies to contracts for the sale of goods between parties whose places of business are in different States:

a) when those States are Contracting States;

b) when, according to the rules of private international law, the law of a contracting state is applicable.

That is, A contract for the sale of goods is a contract , concluded between parties whose places of business are located in different states. In this case, the fact that the places of business of the parties are located in different states is not taken into account, if this does not follow either from the contract, or from business relations or exchange of information between the parties that took place before or at the time of its conclusion (Art. And ).

It should be borne in mind that according to Art. 10 of the Convention in cases:

a) if a party has more than one place of business, its place of business is that which, subject to circumstances known to or contemplated by the parties at any time before or at the time of the conclusion of the contract, has the closest connection with the contract and its performance;

b) if the party has no place of business, its domicile shall be taken into account.

2. The Convention does not apply to the sale of:

a) goods purchased for personal, family or household use, unless the seller at any time before or at the time of the conclusion of the contract did not know and could not have known that the goods were purchased for such use;

b) from an auction;

c) in the course of enforcement proceedings or otherwise in accordance with the law;

d) securities, shares, security papers, negotiable instruments and money;

e) ships of water and air transport, as well as hovercraft;

f) electricity (art. 2).

The Convention also does not apply to contracts in which the obligations of the party supplying the goods, consisting mainly of the performance of work or the provision of services (Article 3) and the liability of the seller for damage to health or death caused by the goods (Article 5).

3. In accordance with Art. 6, the parties may exclude the application of this Convention or derogate from or modify any of its provisions.

4. Defines the rights and obligations of the parties only with regard to the conclusion of a contract of sale, as well as those relations that arise from such an agreement. It is provided that the Convention does not affect the validity of the contract itself or any of its provisions or any custom; the consequences that the contract may have with regard to the ownership of the goods sold.

5. Issues relating to the subject matter of this Convention are not directly resolved in it, but are subject to resolution in accordance with the general principles on which it is based, and in the absence of such principles, in accordance with the law applicable by virtue of the rules of private international law (Art. 7). The parties are bound by any usage to which they have agreed and practices which they have established in their relationship.

Unless otherwise agreed, the parties shall be deemed to have intended to apply to their contract or its conclusion a custom of which they knew or ought to have known, which is widely known in international trade and which the parties constantly adhere to in contracts of this kind in the relevant field of trade (Art. 9).

If questions arise under the contract for the international sale of goods that are not regulated by the UN Convention on Contracts for the International Sale of Goods, then it is possible to use the subsidiary law of the state agreed upon by the parties, or the court has determined such a right in accordance with conflict of laws. If the parties to a commercial contract have agreed to apply the law of a particular state and the states of these parties are contractual parties to the Vienna Convention, then again, the provisions of the Convention will be used first, and then the law of the state chosen by the parties to the contract will be used subsidiarily.

In the domestic doctrine of the legal regulation of the contract for the international sale of goods, there is a division of trade customs into legal (sanctioned by the state by referring to them in the law or using them in arbitration practice) and non-legal (recognized), while in accordance with Ukrainian legislation, the use of sanctioned custom is possible only in the absence of relevant provisions of peremptory norms, contractual provisions, accepted and dispositive norms].

6. The contract of sale is not required to be concluded or evidenced in writing or be subject to any other form requirement. It can be proved by any means, including testimony . "Written form" also includes messages by telegraph and teletype. It should be borne in mind that Ukraine has ratified the UN Convention on Contracts for the International Sale of Goods with reservations regarding the form of the contract. For Ukrainian subjects of foreign economic activity, the written form of the contract remains mandatory.

7. Violation of the contract committed by one of the parties is significant if it entails such harm to the other party, the latter is largely deprived of what it was entitled to expect under the contract, unless the party in breach of the contract did not foresee such a result and a reasonable person acting in the same capacity in similar circumstances, would not have foreseen it (v. 25).

8. Provisions for alleged breach of contract . In particular, a party may suspend the performance of its obligations if, after the conclusion of the contract, it becomes obvious that the other party will not perform a significant part of its obligations as a result of:

a) a serious deficiency in its ability to perform or in its creditworthiness;

b) its behavior during the preparation of the performance or the implementation of the performance of the contract (art. 71). However, a party has stopped performance, whether before or after dispatch of the goods, must immediately notify the other party and must continue with performance if the other party provides sufficient guarantees for the performance of its obligations.

Also, if on the date fixed for the performance of the contract it becomes obvious that one of the parties will commit a material breach of the contract, the other party may declare its termination.

If time permits, the party that intends to declare the termination of the contract must give reasonable notice to the other party so that it can provide sufficient guarantees for the performance of its obligations (art. 72).

10. A concept is given losses , which means an amount equal to the damage, including loss of profit, to which the other party has suffered as a result of a breach of contract. Such damages cannot exceed the damage that the breaching contract foresaw or should have foreseen at the time of the conclusion of the contract as a possible consequence of its breach, taking into account the circumstances of which she knew or should have known at that time (Article 74).

11. Provision is made for exemption from liability of the seller and the buyer, and the concept of impediment beyond control is defined.

A Party shall not be liable for failure to fulfill any of its obligations if it proves that it was caused an obstacle out of her control , and that she could not reasonably be expected to accept that impediment in concluding the treaty, or to avoid or overcome that impediment or its consequences.

The party that defaults on its obligation must notify the other party of the impediment and its effect on its ability to perform. If this communication is not received by the other party within a reasonable time after the impediment became known or should have become known to the defaulting party, that latter party shall be liable for damages resulting from the failure of such notice to received (Article 79).

12. Determining the value of the goods is not an essential condition of the contract. In particular, where the contract was legally correct but does not expressly or implicitly fix a price or provide for a procedure for determining it, it is assumed that the parties, in the absence of any indication to the contrary, implied a reference to a price that at the time of the conclusion of the contract, it was usually charged for such goods sold under comparable circumstances in the relevant area of \u200b\u200btrade (art. 55).

UN Convention on Contracts for the International Sale of Goods dated April 11, 1980 // Official. Ros. Ukraine. - 2006. - No. 15. - S. 438.
Porfiryeva O.K. Unification of legal regulation of the terms of foreign economic contracts in private international law: Abstract of the thesis, dis. ... Cand. legal Sciences: 12.00.03 - civil law and civil process; family law; international private law / O.K. Porfiryeva // Nat. legal Academy of Ukraine named after Yaroslav the Wise. - Kharkov, 2000. - S. 11.

The contract of international sale is concluded between parties whose commercial enterprises are located in the territory of different states.

The parties to the international purchase and sale are the seller and the buyer.

The main document regulating the terms of delivery of goods is represented by the International Rules for the Interpretation of Trade Terms - INCOTERMS-200

The procedure for concluding an international sales contract

The written form means the preparation of documents signed by the parties, as well as the exchange of documents by postal, telegraph, teletype, telephone, electronic or other communication, which makes it possible to reliably establish that the document comes from the party under the contract.

The general procedure for concluding an international sale contract is contained in the 1980 Vienna Convention.

When drawing up and simultaneously signing a document by the parties, difficulties, as a rule, do not arise.

However, given the international nature of the treaty under consideration, the parties, due to objective circumstances, often cannot be present in the same place at the same time. Therefore, the Convention provides for the procedure for concluding a contract by means of an offer and an acceptance.

An offer is an offer by a party to enter into a contract. In order for an offer to be considered as an effective intention, it must be sent to a specific person (or persons) and express a specific desire to conclude a deal, including information about the name of the product, its quantity, price.

Acceptance is a statement or other behavior of the recipient of the offer (proposal to conclude a deal), expressing agreement with it. In certain cases, consent to conclude a transaction may be expressed in the performance of actions. For example, by virtue of custom or practice between the parties, the recipient of an offer may express his consent to the conclusion of the contract by sending the goods or paying the price.

The contract is considered concluded at the moment when the consent to the proposal to conclude it is received by the offeror.

In the case when consent to conclude an agreement is expressed by performing actions, then the agreement is considered concluded from the moment such actions are performed.

If the sale and purchase agreement is concluded by representatives of the parties, then it is important to know that the form of the power of attorney is determined by the law of the country of the place of its execution (issuance).

Form and content of the contract

Applicable law is the rules that govern relations arising from an international agreement, in particular, sale and purchase.

The parties agree in the contract which law will be applied. Otherwise, the law of the seller will apply to the contract.

A contract of international sale is an agreement on the provision of goods of a certain type to the property, concluded between parties whose commercial enterprises are located in the territory of different states.

The parties to the international purchase and sale are the seller and the buyer.

In charge seller includes:

deliver the goods;
transfer documents related to the goods;
transfer ownership of the goods.

In charge buyer includes:

pay the price for the goods;
accept delivery of goods in accordance with the requirements of the contract.

An international sales contract thus combines the elements of direct sale and delivery.

The main document governing the international sale of goods is the 1980 United Nations Convention on Contracts for the International Sale of Goods.

It is important to know that the Convention does not apply to the sale of: - goods that are purchased for personal, family or household use, that is, goods not intended for business purposes; - from the auction; - in the order of enforcement proceedings or otherwise by virtue of law; - securities, shares, security papers, negotiable instruments and money; - air and water transport vessels, as well as hovercraft; - electricity.

The international sale also includes the delivery of the goods sold. Hence, an important aspect in regulating relations between the seller and the buyer is the terms of delivery of goods.

The main document regulating the terms of delivery of goods is represented by the International Rules for the Interpretation of Trade Terms - INCOTERMS-2000.

The procedure for concluding an international sales contract

The general procedure for concluding an international sale contract is contained in the 1980 Vienna Convention.

When drawing up and simultaneously signing a document by the parties, difficulties, as a rule, do not arise.

Offer is an offer by a party to enter into a contract. In order for an offer to be considered as an effective intention, it must be sent to a specific person (or persons) and express a specific desire to conclude a deal, including information about the name of the product, its quantity, price.

Acceptance- this is a statement or other behavior of the recipient of the offer (proposal to conclude a deal), expressing agreement with it. In certain cases, consent to conclude a transaction may be expressed in the performance of actions. For example, by virtue of custom or practice between the parties, the recipient of an offer may express his consent to the conclusion of the contract by sending the goods or paying the price.

The contract is considered concluded at the moment when the consent to the proposal to conclude it is received by the offeror.

In the case when consent to conclude an agreement is expressed by performing actions, then the agreement is considered concluded from the moment such actions are performed.

Often the process of concluding a contract takes place through facsimile communication through correspondence, etc. In this case, the parties concerned should be careful.

The convention states that a response to an offer that purports to be an acceptance but contains additions, limitations, or other modifications is a rejection of the offer and constitutes a counteroffer. For example, if person "A" sent an offer to person "B", but person "B" does not agree with the proposed conditions for concluding an agreement and sends a document with different conditions to person "A", then it is considered that person "B" sent an offer and is bound in case of acceptance. Therefore, if person “B” does not intend to conclude an agreement, but sends his objections in order to develop conditions that would suit both parties and conclude an agreement in the future, then person “B” should make a reservation: “This letter (document, message ) are not an offer”.

Form and content of the contract

Applicable law is the rules that govern relations arising from an international agreement, in particular, sale and purchase.

The parties agree in the contract which law will be applied. Otherwise, the law of the seller will apply to the contract.

The definition of the applicable law is decisive and of great practical importance. For example, the validity of a contract depends on whether the rules of the applicable law are complied with. For example, if Russian law is applicable, then the contract of sale must necessarily contain conditions on the name and quantity of goods, as this is required by the Civil Code of the Russian Federation.

According to the portal

A contract for the international sale of goods is a contract for the sale of goods entered into by persons whose places of business are located in different states. The sources of legal regulation of international sale and purchase are international treaties of the Russian Federation, acts of national legislation, trade customs, judicial practice and doctrine.

International treaties include the UN Vienna Convention on Contracts for the International Sale of Goods of 1980, the Convention on Limitation of Actions in the International Sale of Goods of 1980 and a number of others.

International organizations (the United Nations Economic Commission for Europe, the International Chamber of Commerce, etc.) have developed and recommended for use various options for the contractual terms of sale, in particular, the General Terms of Sale for Imports and Exports of Consumer

1 See: Eliseev I.V. Decree. op. S. 99.

durable goods and other mass-produced metal products; General conditions for export deliveries of machinery; standard contracts for the sale and purchase of rolled metal products, fuel, lumber, grain, citrus fruits; Model contract for the international sale of finished goods (intended for resale).

The main international instrument is the Vienna Convention, which applies to contracts for the international sale between parties whose places of business are located in different states that are parties to the Convention. If the state of only one of the parties to the contract is a party to the Convention, the contract falls under the Convention in the case “when, according to the rules of private international law, the law of the contracting state is applicable” (subparagraph “b”, paragraph 1, article 1 of the Vienna Convention). In this case, the Vienna Convention will be the applicable law. If the Vienna Convention cannot be the applicable law for the contract being concluded, the parties have the right to apply it, providing for this in the contract. In such cases, the Vienna Convention plays the role of a recommendation, as do other sources related to the lex mercatoria (standard contracts, exemplary conditions, etc.).

The Vienna Convention does not apply to relations for the sale of goods at auction; sale of goods in the order of enforcement proceedings; the sale of goods that are purchased for personal, family or household use (subparagraph “a” of article 2); commodity exchange (barter) operations; contract agreements and agreements for the provision of services for a fee (clause 2, article 3).

National legislation governing international sales relations is represented by the laws of the respective country. The Civil Code of the Russian Federation, in addition to general rules (on transactions, on persons, etc.), contains a number of special rules (paragraph 4, clause 1, article 2, article 7, etc.) and a special section VI “Private International Law”. At the same time, the Civil Code of the Russian Federation is a general act and is subject to application to relations with foreign participation, unless otherwise provided by special federal laws and international treaties of the Russian Federation (paragraph 4

1 See: International commercial law / Ed. V. F. Popondopulo. S. 220.

paragraph 1 of Art. 2, art. 7). The Civil Code of the Russian Federation contains rules on sale and purchase (Chapter 30), which apply to international sales relations when the applicable law is Russian law (Articles 1210, 1211 of the Civil Code of the Russian Federation).

The parties to the contract of international sale are the seller (exporter) and the buyer (importer). This does not take into account the nationality of the parties, nor their civil or commercial status, nor the civil or commercial nature of the contract. The decisive role is played by the fact that the commercial enterprises of the parties are located in different states (Article 1 of the Vienna Convention). A commercial enterprise is understood not only as a property complex used for entrepreneurial activity, but also as the location of the bodies of a legal entity, its branch or representative office, as well as the place of activity of the person. Thus, if the parties have different nationalities and their places of business are located in the same country, the contract of sale will not be international. On the contrary, when the mentioned enterprises are located in different states with the same nationality of counterparties, the sale and purchase will be international.

The legal capacity and legal capacity of the parties to an international sale and purchase agreement are determined by national law, i.e. the "personal law" of a legal or natural person (Articles 1 195-1 197, 1202 of the Civil Code of the Russian Federation, Articles 2, 10, 11 of the Law on Foreign Trade Activities ) .

The procedure for concluding an international sale and purchase agreement is established by Art. 14-24 of the Vienna Convention. A comparison of the provisions on the procedure for concluding an international sale and purchase agreement with the procedure for concluding a sale and purchase agreement under the Civil Code of the Russian Federation (Articles 435-438) shows that they are essentially similar. However, there is a difference.

According to the Civil Code of the Russian Federation, the offer must be firm, not conditional (Article 436), i.e., in order to conclude an agreement, it is necessary that the offer be accepted (accepted) without changes, deviations

1 See: Vienna Convention on Contracts for the International Sale of Goods. A comment. M., 1994. S. 10-11.

On the criteria for determining the personal law of a person, see: Commentary on the Civil Code of the Russian Federation (item-by-article). Ch. 3. M., 2002. S. 237.

acceptance from the offer are not allowed (paragraph 1 of article 438). This rule applies when the applicable law is Russian law.

According to the Vienna Convention, the acceptance must also be unconditional, its terms must coincide with the terms of the offer. However, if the acceptance contains minor differences from the offer, the contract will be considered concluded on the terms of the offer with the changes contained in the acceptance, unless the offeror sends the acceptor, without undue delay, a notice of his disagreement with the deviations of the acceptance from the offer (clause 2, article 19) . At the same time, the Convention contains an approximate list of deviations of the acceptance from the offer, which are declared essential in all circumstances. These are, in particular, conditions on price, payment, quality and quantity of goods, place and delivery time, amount of sanctions, dispute resolution.

Form of the contract of international sale. Under the Vienna Convention, an international sale contract can be concluded in any form, including oral form (Article 11). The conclusion of the contract, its content and individual conditions may be proved by any means, including witness testimony.

The USSR, when ratifying the Convention, made a statement excluding the oral form for contracts of international sale. This statement remains valid for the Russian Federation as the legal successor of the USSR. Thus, in terms of the form of an international sale and purchase agreement with the participation of Russian persons, one should be guided by the norms of the Civil Code of the Russian Federation, which oblige to conclude foreign economic transactions in writing. Failure to comply with this rule entails the invalidity of the international sale contract (clause 3, article 162, article 1209 of the Civil Code of the Russian Federation).

1 See: Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation of March 25, 1997 No. 4^670/96 // Bulletin of the Supreme Arbitration Court of the Russian Federation. 1997. No. 6. P. 100. Eliseev I. V. Decree. op. S. 132.

518 Section V. Certain types of entrepreneurial activity

gi, shares, security papers, negotiable documents; money; ships of water and air transport; electricity.

As for other conditions (price, term, etc.), they are not essential. The contract is recognized as valid, “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” (clause 1, article 14 of the Vienna Convention). If the contract does not expressly or implicitly provide for either the price or the procedure for determining it, it is considered that, in the absence of any indication to the contrary, the parties implied reference "to the price that at the time of the conclusion of the contract was usually charged for such goods sold under comparable circumstances in relevant area of trade" (art.

55 of the Vienna Convention).

If the contract does not determine the delivery time of the goods, then the delivery must be carried out “within a reasonable time after the conclusion of the contract” (subparagraph “c” of Article 33 of the Vienna Convention), i.e., within a period that is determined depending on the specific circumstances, taking into account terms accepted in business circulation under comparable circumstances

To regulate the relationship between the seller and the buyer, the basic terms of the contract are important, which are regulated by INCOTERMS and determine the obligations of the seller and the buyer for the delivery of goods, their transfer, the transfer of ownership of the goods and the risk of accidental loss or damage, and its insurance. The condition on the distribution of rights and obligations established in the contract directly affects the size of the price of the goods. INCOTERMS 2000 provides for 13 basic terms of delivery, which are arranged in ascending order of the scope of the seller's obligations and are divided into four groups:

1) group E is represented by the delivery condition, when the seller transfers the goods to the buyer directly in his premises - EXW (Ex Works - from the factory). All other obligations (for the transportation of goods, their insurance, obtaining a certificate of origin, an export license and other documents necessary for the export of goods from the country of the seller) are assigned to the buyer. The moment of transfer of risks in relation to

1 See: Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation of May 23, 2006 No. 15262/05 // Bulletin of the Supreme Arbitration Court of the Russian Federation. 2006. No. 8. P. 153.

The moment the goods are placed at the disposal of the buyer coincides with the moment of placing the goods at the disposal of the buyer. Thus, under the condition of EXW, the obligations of the seller are minimal, and the obligations of the buyer are maximum; 2)

group F is represented by three conditions, according to which the seller undertakes to provide the goods at the disposal of the carrier: FCA (Free Carrier - free from the carrier), FAS (Free Alongside Ship - free along the side of the ship), FOB (Free On Board - free on board) . From this moment on, the obligation to conclude a contract of carriage, pay for carriage, bear the risk of accidental loss or damage to the goods, and insure the goods lies with the buyer; 3)

group C is represented by four conditions, according to which the seller undertakes to conclude a contract of carriage at his own expense, and in certain cases also to insure the goods, but does not assume the risk of accidental loss or damage to the goods or any additional costs after loading the goods: CFR ( Cost and Freight - price and freight), CIF (Cost, Insurance, Freight - price, insurance, freight), CPT (Carriage Paid To - carriage paid to ...), CIP (Carriage and Insurance Paid To - carriage and insurance paid before...); 4)

group D covers five basic conditions, according to which the seller bears all costs and assumes all risks until the goods are delivered to the destination, where the goods must be placed at the disposal of the buyer: DAF (Delivered At Frontier - delivered at the border), DES (Delivered Ex Ship - delivered from the ship), DEQ (Delivered Ex Quay - delivered from the berth), DDU (Delivered Duty Unpaid - delivered without payment of duty), DDP (Delivered Duty Paid - delivered with payment of duty). All conditions are characterized by the obligation of the seller to deliver the goods to one or another point where the goods must be placed at the disposal of the buyer.

The consequences of a breach of an international sale and purchase agreement are determined by the rules of the Vienna Convention (Articles 45-52, 61-65), and if it is not applicable, by the rules of substantive law applicable to the contract (Articles 1210, 1211 of the Civil Code of the Russian Federation).

According to the Vienna Convention, in case of violation by one party of the terms of the contract for the international sale of goods, the other party has the right:

520 Section V. Certain types of entrepreneurial activity 1)

demand that the violating party fulfill its obligations and, in particular, grant it an additional term (arts. 46, 47, 62, 63); 2)

suspend the performance of its obligations if, after the conclusion of the contract, it turns out that the other party will be insolvent (Article 71); 3)

demand termination of the contract in case of a material breach of the contract (art. 25);

4) demand compensation for the damages caused (Article 74-

5) collect interest in the event of a delay in payment of the price or other amount made by the other party (Article 78).

A party is released from liability for failure to perform any of its obligations if it proves that it was caused by an obstacle beyond its control and that it could not reasonably be expected to take this obstacle into account when concluding the contract or to avoid or overcome this obstacle or its consequences (Art. 79 of the Vienna Convention). The reason for the release of the party to the contract from liability for failure to fulfill an obligation is also recognized as the causation of the behavior of the offender by actions or omissions made by the counterparty making claims against the party that violated the terms of the contract (Article 80 of the Vienna Convention).

Public policy in the field of international trade in goods. In the context of the globalization of the economy, all states are forced to ensure their interests in the field of international trade, to take protective measures unilaterally. For example, among the Russian federal laws regulating international sale and purchase (foreign trade activities), one can name the laws on foreign trade activities, on export control, on foreign investment, on currency regulation, on customs tariffs, the Labor Code of the Russian Federation, etc.

Efforts taken jointly by states are also aimed at establishing a fair order in the sphere of international trade in goods.

1 See in more detail about the state regulation of foreign trade 2 activity ch. 16 of this textbook.

International commercial law / Ed. V. F. Popondopulo. S. 238.