What are the parts and main clauses of an international trade contract?

Main clauses of international trade contracts

There are many kinds of international contracts for the sale of goods, and the contents of all kinds of contracts are not the same. They all have their own characteristics, but they all have their similarities. Legally speaking, the basic content of a contract can be divided into three parts:

(1) effective part

(1) Start of the contract. It mainly includes the full name, address, date and address of the buyer and the seller, as well as the words expressing agreement to the contract, the name and number of the contract, etc.

(2) The contract ends. Including the effective date, the language and characters used in the contract, the number of original copies and the signatures of both parties.

The beginning and end parts stipulate the scope and conditions of validity of the contract, which are called validity parts. If the time and place of the conclusion of the contract are indicated at the beginning of the contract, it is legally indicated that: first, unless the law or the contract stipulates otherwise on the effective time of the contract, this date shall be taken as the effective date of the contract; Second, if the applicable law of the contract is not clearly stipulated in the contract, in the case of conflict of laws, according to the conflict of laws principle of private international law, the effectiveness of the contract should generally be determined by the law of the place where the contract is established.

(2) Rights and obligations

This part is the main part of the contract:

① Subject matter clause (also called commodity clause). Mainly includes: commodity name, specification, quality, performance, quality, packaging, etc. For some commodities, the country of production and the manufacturer of the commodities should be specified.

② Price terms. The terms such as the target unit and the total price agreed in the contract belong to the price terms. In international sales contracts, commodity units are always represented by "terms of trade" and a specific monetary unit. For example, the unit price of "640 pounds per ton of aluminum ingots fob Antwerp port" multiplied by the number of goods traded is the total price. The price terms should generally include the unit of measurement of the price, the transaction terms of the unit price amount, the pricing currency and the place of delivery.

③ Ownership reservation clause. Before receiving the cash payment, the seller retains the legal ownership of the goods; If the buyer disposes of the seller's goods, the buyer still holds this income as a sales agent or trustee, and the seller is entitled to this income.

④ Shipping and insurance clauses. It mainly stipulates the time of shipment, the port of shipment and the port of destination, and the shipping notice. This clause mainly stipulates who is responsible for insuring and paying the insurance premium, the type of insurance, the amount of insurance, etc. The provisions of this clause are directly related to the trade terms adopted.

⑤ mode of payment. Refers to the terms in the contract about the buyer's payment for goods. Including: payment tools, currency, payment time, payment method, and documents that the seller should provide to obtain the payment. In international contracts for the sale of goods, documentary credit is generally used for payment, but collection is also used in some cases.

⑥ Commodity inspection clauses. Refers to the clauses related to commodity inspection in the contract, which usually stipulate: inspection right, inspection institution, inspection certificate, inspection time, place, inspection method, inspection standard, etc.

⑦ Liability clause. Mainly includes:

A specify the conditions that constitute force majeure (which conditions are force majeure);

B. Explain that the parties cannot perform the obligations stipulated in the contract due to force majeure and should not bear the responsibility;

C stipulate how both parties should deal with the event of force majeure (trying to reduce losses).

(8) Applicable legal provisions. The above terms are the rights and obligations clearly recorded by both parties in the contract, but these agreements cannot cover all aspects of the contractual rights and obligations. Usually, the applicable law of the contract is stipulated in the contract, such as "this contract is applicable to the laws of XXX country".

(3) Claims and dispute settlement.

This part is about the provisions on procedural issues. Mainly includes:

(1) claim procedure;

(2) Time limit for filing claims;

(3) Documents required for filing a claim;

(4) the way of claim.

If the claim is rejected, there will be disputes between the parties. In international trade, when negotiation fails, both parties generally choose to settle the dispute through arbitration. So the terms of the contract should clearly stipulate whether to go to an arbitration institution for arbitration? Or bring a lawsuit to xx court. Choose between the two. The two sides may also agree to submit the dispute to the International Court of Justice for settlement according to the actual situation.