Sample contract for the international sale of goods. international contract of sale

________________________________________________________________,

being a legal entity under the laws of ________________________________

(specify state)

(hereinafter referred to as the "Seller"), represented by ______________________________________,

on the one hand, and ______________________________________________________________,

(insert the name of the party)

which is a legal entity under the laws of the Russian Federation (hereinafter referred to as the "Buyer"), represented by ____________________________________________________,

(indicate position, surname, name, patronymic)

acting on the basis ______________________________________________________,

(specify: charter, powers of attorney, regulations, etc.)

on the other hand, (hereinafter collectively referred to as the "Parties", and each separately as the "Party") have concluded this Agreement for the International Sale of Goods (hereinafter referred to as the "Agreement") on such.

1. GENERAL PROVISIONS

1.1. In the manner and under the conditions specified in this Agreement, the Seller undertakes to transfer the property to the Buyer, and the Buyer undertakes to take ownership from the Seller on the terms of CIP _________ (according to the INCOTERMS Rules as amended in 2000) goods (hereinafter referred to as "goods") in accordance with the specifications (hereinafter referred to as "specifications"), which are annexes to this Agreement.

1.2. Each of the Parties guarantees that at the time of the conclusion of this Agreement, it is not limited by law, other regulatory or law enforcement act, court decision or other method provided for by the relevant applicable law in its right to enter into this Agreement and comply with all the conditions specified therein.

1.3. The Seller and the Buyer respectively confirm that the conclusion of this Agreement and the fulfillment of the conditions provided for by it for the Seller and the Buyer do not contradict the norms of the legislation in force in the Russian Federation, and for the Seller also - the norms of the legislation of the country of the latter's location, in accordance with which the economic or other activities of the Parties are carried out , and also accordingly confirm that the conclusion of this Agreement and the fulfillment of the conditions provided for by it does not contradict the objectives of the activities of the Parties, the provisions of their constituent documents or other local acts of the Parties.

1.4. Goods insurance is carried out by the Seller in the manner, terms and conditions provided for in Appendix N ____ to this Agreement.

1.5. The place of transfer of goods by the Seller to the respective carrier is: ___________________________________________.

1.6. The place of receipt of goods by the Buyer from the carrier is: ___________________________________________.

1.7. Deadlines for the stipulated years. 1.5 and 1.6 of this Agreement of actions provided for in the relevant specifications.

1.8. The type of transport used to transport goods from the Seller to the Buyer: _______________________.

1.9. The parties agreed on the following procedure customs clearance goods, the distribution of mutual responsibilities regarding the provision of such clearance: _____________________________________________.

1.10. The Seller must notify the Buyer of the performance of the action provided for in clause 1.5 within the time period ____________ by _______________.

1.11. The list of shipping documents, the procedure and terms for their transfer by one Party to the other are defined in Appendix N ___ to this Agreement.

2. PRICE OF THE GOODS AND THE TOTAL AMOUNT OF THE CONTRACT

2.1. Prices for goods are determined in US dollars (USD) subject to the terms of CIP __________.

2.2. The total amount of the Agreement is set according to the specifications and represents ______________ (____________________) US dollars.

3. TERMS AND DATE OF DELIVERY

3.1. The goods must be handed over to the Buyer within the time specified in the specifications. The date of shipment is considered to be the date of the stamp in ___________________ waybill. The date of delivery of the goods is the date of arrival of the goods at the address of the Buyer. Goods are delivered ahead of time in agreed batches.

4. QUALITY OF GOODS

4.1. The quality of the goods must meet the requirements specified in the specifications and the standards agreed by the Buyer and the Seller, and specifications and be confirmed by quality certificates issued by the competent authorities and the manufacturer.

5. PACKAGING AND LABELING

5.1. The packaging in which the goods are shipped must ensure, when properly handled, the integrity of the goods during transport. The Seller applies the following marking to each piece: the name of the Seller, the number of the Contract, the number of the piece, gross and net weight, the series number and other details communicated by the Buyer to the Seller ahead of time.

6. PAYMENT TERMS

6.1. Payments for the goods must be made in US dollars from an irrevocable documentary letter of credit opened by the Buyer's proxy in favor of the Seller by the correspondent bank of the Authorized Bank and advised through the Authorized Bank.

6.1.1. The authorized bank is ___________________________________.

6.2. If the letter of credit is opened by a bank that is not a correspondent of the Authorized Bank, the Buyer undertakes to ensure that the letter of credit is confirmed by the correspondent bank of the Authorized Bank.

6.3. The letter of credit, which is partially opened in accordance with this Agreement, is subject to the Uniform Customs and Practice for Documentary Letters of Credit, as amended in 1993, published by the International Chamber of Commerce No. 500.

6.4. The letter of credit must be opened within / no later than ___ days from the date of the message by the Seller that the goods are prepared for shipment, valid by ________, on total amount Agreement.

6.5. If, due to the fault of the Buyer or his bank, the opening of the letter of credit is delayed, the Seller has the right to refuse to ship the goods or this to terminate the Contract by ___________ within the period of ______________.

6.6. Payments for the letter of credit will be made at the Authorized Bank against the presentation by the Seller of such documents:

_________________________________;

_________________________________.

6.7. The documents must be submitted by the Seller to the Authorized Bank no later than / within _______ days from the date of shipment of the goods.

6.8. All costs associated with opening, advising, confirming, extending the term, changing the conditions and fulfilling the letter of credit shall be paid by the Buyer.

6.9. If the terms of an open letter of credit do not meet the terms of this Agreement, the Buyer, at his own expense, by proxy of the Seller, must ensure that necessary changes under the terms of the letter of credit on time ________________.

7. TRANSFER AND RECEPTION OF GOODS

7.1. The procedure, terms and conditions for the acceptance and transfer of goods under this Agreement are provided in Appendix N ____ to this Agreement.

8. CLAIMS

8.1. Claims can be made regarding quality - in case of non-compliance of the quality of goods with the requirements provided for in this Agreement, regarding quantity - in case of non-compliance of the quantity of goods with transport documents for weight and number of seats. The Buyer has the right to file a claim with the Seller within 60 days from _______________, which the Seller considers within 30 days and gives an answer by __________ by _____________. As a document confirming the non-compliance of the quality of the goods with the requirements provided for in this Agreement or the quantity of goods with the shipping documents, the Parties recognize an act drawn up with the participation of _______________________ Chamber of Commerce and Industry.

9. LIABILITY OF THE PARTIES FOR BREACH OF THE AGREEMENT

9.1. In the event of a breach of an obligation arising from this Agreement (hereinafter referred to as the "breach of the Agreement"), the Party shall be liable under this Agreement and (or) the legislation in force in the Russian Federation.

9.1.1. Violation of the Agreement is its non-performance or improper performance, i.e. performance in violation of the conditions defined by the content of this Agreement.

9.1.2. The Party is not responsible for the violation of the Agreement, if it occurred through no fault of its own (intent or negligence).

9.1.3. The Party is considered innocent and is not responsible for the violation of the Agreement if it proves that it has used all measures dependent on it for the proper implementation of this Agreement.

10. ADDITIONAL TERMS

10.1. _____________________________________________________________

____________________________________________________________________________________________________________________________________________.

11. ARBITRATION

11.1. All disputes related to this Agreement shall be resolved through negotiations between representatives of the Parties. If the dispute cannot be resolved through negotiations, it shall be resolved at the Arbitration Institute of the Stockholm Chamber of Commerce (Stockholm Chamber of Commerce, V. Tradgardsgatan 9, Stockholm, Sweden) in accordance with the provisions of the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce, adopted by the Stockholm Chamber of Commerce and enacted from "01" January 1988. The language of arbitration is English. At the same time, the substantive law for resolving disputes under this Agreement is the substantive law of the Russian Federation.

12. FORCE MAJOR EVENT

12.1. The Party shall be released from the liability specified by this Agreement and (or) the legislation of the Russian Federation in force for a complete or partial violation of the Agreement, if it proves that such a violation occurred as a result of force majeure circumstances defined in this Agreement, provided that their occurrence was certified in the manner specified by this Agreement.

12.1.1. Force majeure in this Agreement means an event, force majeure, as well as all other circumstances that are defined in the years. 12.1.5 of this Agreement as a basis for exemption from liability for violation of the Agreement.

12.1.2. Force majeure in this Agreement means any extraordinary events of an external nature with respect to the Parties that occur without the fault of the Parties, beyond their will or against the will or desire of the Parties, and which cannot be foreseen under the conditions of using the usual measures for this and cannot be turned away with all care and prudence (avoid), including (but not limited to) natural disasters (earthquakes, floods, hurricanes, destruction caused by lightning, etc.), disasters of biological, man-made and man-made origin (explosions, fires, breakdown of machinery and equipment , mass epidemics, epizootics, epiphytoties, etc.), circumstances of public life (war, hostilities, blockades, public unrest, manifestations of terrorism, mass strikes and lockouts, boycotts, etc.), as well as the publication of prohibited or restrictive regulations of bodies state power or local self-government, other legal or illegal prohibitive or restrictive measures of the named bodies that make it impossible for the Parties to fulfill this Agreement or temporarily impede such fulfillment.

12.1.3. The case in this Agreement means any circumstances that are not considered force majeure under this Agreement and which are not directly due to the actions of the Parties and are not related to them by a causal relationship, which arise without the fault of the Parties, beyond their will or against the will or desire of the Parties, and which it is impossible, under the condition of using the usual measures for this, to foresee and it is impossible, with all care and prudence, to turn away (avoid).

12.1.4. The counterparty of the Party that violated this Agreement, the lack of goods on the market necessary for the implementation of this Agreement, the absence of the necessary funds from the Party that violated the Agreement shall not be considered a case of non-compliance with its obligations by the counterparty of the Party that violated this Agreement.

12.1.5. Except for the case and force majeure, the basis for the release of the Party from liability determined by this Agreement and (or) the current legislation of the Russian Federation for a complete or partial violation of the Agreement is any of the following circumstances of an emergency nature: _____________________________, provided that it arose without the intention of the Party, which is in breach of this Agreement.

12.2. The onset of force majeure must be certified by the competent authority, which is determined by the legislation in force in the Russian Federation.

12.3. The occurrence of the event and circumstances, which are defined in the years. 12.1.5 of this Agreement shall be certified by the Party that refers to them by __________________________________________.

12.4. The party that intends to invoke force majeure, is obliged without delay, subject to the possibilities technical means instant connection and the nature of the existing obstacles to inform the other Party about the presence of force majeure circumstances and their impact on the implementation of this Agreement.

12.5. If force majeure circumstances and (or) their consequences temporarily impede the implementation of this Agreement, then the implementation of this Agreement is suspended for a period during which it is impossible.

12.6. If, due to force majeure circumstances and (or) their consequences, for which none of the Parties is responsible, the implementation of this Agreement is finally impossible, then this Agreement is considered terminated from the moment it becomes impossible to fulfill this Agreement, however, the Parties are not released from the obligation defined in clause 12.4 of this Agreement.

12.7. If, due to force majeure circumstances and (or) their consequences, the implementation of this Agreement is temporarily impossible and such impossibility lasts for _________ and does not show signs of termination, then this Agreement may be terminated unilaterally by any Party by sending it by post a written statement to the other Party.

12.8. The consequences of termination of this Agreement, including its unilateral termination, on the basis of paragraphs 12.6 and 12.7 of this Agreement are determined in accordance with the legislation in force in the Russian Federation.

12.9. By their agreement, the Parties may deviate from the provisions of clauses 12.6 and 12.7 of this Agreement and determine in the supplementary agreement to this Agreement their next actions regarding changes to the terms of this Agreement.

13. VALIDITY OF THE CONTRACT

13.1. This Agreement is considered concluded and comes into force from the moment of its signing by the Parties and its affixing with the seals of the Parties.

13.2. This Agreement enters into force at the moment specified in clause 13.1 of this Agreement and ends on ____________________________________.

13.3. The expiration of this Agreement does not release the Parties from liability for its violation, which took place during the validity of this Agreement.

13.4. Unless otherwise expressly provided for by this Agreement or the legislation in force in the Russian Federation, changes to this Agreement may be made only by agreement of the Parties, which is formalized by an additional agreement to this Agreement.

13.5. Amendments to this Agreement shall enter into force from the moment the Parties duly execute the relevant supplementary agreement to this Agreement, unless otherwise provided in the supplementary agreement itself, this Agreement or in the legislation in force in the Russian Federation.

13.6. Unless otherwise expressly provided by this Agreement or the legislation in force in the Russian Federation, this Agreement may be terminated only by agreement of the Parties, which is formalized by an additional agreement to this Agreement.

13.7. This Agreement shall be deemed terminated from the moment the Parties duly draw up the relevant supplementary agreement to this Agreement, unless otherwise provided in the supplementary agreement itself, this Agreement or in the legislation in force in the Russian Federation.

14. FINAL PROVISIONS

14.1. All legal relations that are related to the determination of the rights and obligations of the Parties under this Agreement, the validity, performance and termination of this Agreement, the interpretation of its terms, the determination of the consequences of invalidity or violation of the Agreement, the assignment of the right to claim and the transfer of debt in connection with this Agreement, are governed by this Agreement and the substantive law that is in force in the Russian Federation, as well as the business practices applicable to such legal relations on the basis of the principles of good faith, reasonableness and fairness.

14.2. All other legal relations that arise from this Agreement or are related to it, but not defined in clause 14.1 of this Agreement, are regulated in accordance with clause 14.1 of this Agreement, unless otherwise expressly provided by the mandatory legal norms applicable to this Agreement.

14.3. The Parties exclude the application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 in its entirety.

14.4. After signing this Agreement, all previous negotiations on it, correspondence, previous agreements, protocols of intent and any other oral or written agreements of the Parties on issues that in one way or another relate to this Agreement, lose their legal force, but may be taken into account when interpreting the terms actual agreement.

14.5. The Party bears full responsibility for the correctness of the details specified by it in this Agreement and undertakes to promptly inform the other Party in writing about their change, and in case of failure to notify, bears the risk of adverse consequences associated with it.

14.6. Assignment of the right to claim and (or) transfer of debt under this Agreement by one of the Parties to third parties is allowed only subject to written agreement with the other Party.

14.7. Additional agreements and appendices to this Agreement are its integral part and have legal force if they are set out in writing, signed by the Parties and sealed by them.

14.8. All corrections beyond the text of this Agreement are valid and can be taken into account only on the condition that they are dated in each particular case, certified by the signatures of the Parties and sealed by them.

14.9. This Agreement is drawn up with the full understanding by the Parties of its terms and terminology in Russian in two authentic copies that have the same legal force - one for each of the Parties.

14.10. This Agreement has been translated into English language in duplicate - one for each of the Parties. In case of discrepancies between the Russian and English texts of this Agreement, the Russian version shall prevail.

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.

To recognize the contract of sale as an international one, only one condition is enough - location commercial enterprises 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 the international sale and purchase may be legal entities that have a permanent location on the territory of the Russian Federation, and individual entrepreneurs having a permanent or predominant place of residence on the territory of the Russian Federation.

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.

international treaty sale and purchase 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 home 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; - aircraft and water transport, as well as hovercraft; - electricity.

The international sale also includes the delivery of the goods sold. From here important aspect in the regulation of relations between the seller and the buyer are the terms of delivery of goods.

The main document regulating the terms of delivery of goods is presented international rules interpretation of trade terms - INCOTERMS-2000.

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 his imprisonment. 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 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.

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”.

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.

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 applicable is Russian law, then the contract of sale in without fail must 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 (United Nations Economic Commission for Europe, the International Chamber of Commerce, etc.) have developed and recommended for use various options for contractual terms of sale, in particular, General terms purchase and sale for import and export 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 activities, but also as the location of the bodies legal entity, its branch or representative office, as well as the place of business 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. 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 foreign economic transactions to be concluded 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. Separate types 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...); four)

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 unilaterally take protective measures. 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.

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

The seller's responsibilities include:

deliver the goods;

transfer documents related to the goods;

transfer ownership of the goods.

The buyer's responsibilities include:

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 form and content of the contract are determined by the Vienna Convention and applicable 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. 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.

27 Features of concluding a contract for the international sale of goods

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.

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.

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 term of validity of the power of attorney is determined by the law of the country where the power of attorney was issued.

Section III. Contract for the international sale of goods

Legal aspects of the contract for the international sale of goods

General provisions

Legal basis international commercial transactions (commercial transaction) - institute of international business transaction, in this case, the sources of law are international agreements, conventions, national legislation, systems of normative acts regulating foreign economic activity, business practices that have developed in international trade. It should be borne in mind that regulations apply in cases where the country is a party to them or has officially recognized them for application.

International Business Transaction Institute - is a set of civil law norms governing the procedure and forms of transactions concluded with foreign partner, their content, the terms of the validity of the transaction and the legal consequences of its invalidity.

In relation to the contractual relations of Russian entrepreneurs with partners of foreign states, various terms are used: "deal", "agreement", "agreement", "contract". Contract/agreement is a direct transliteration of the name of the transaction abroad.

As you know, the concept of "deal" is broader than the concept of "agreement/contract". Transactions are actions of citizens and legal entities aimed at establishing, changing or terminating civil rights and obligations (Article 153 of the Civil Code of the Russian Federation). Bilateral or multilateral transactions are called contracts.

The terms "deal", "contract", "agreement" in relation to relations in foreign trade activity mean an agreement. Relationships arising from an agreement/contract are called contractual(contract), and the obligations of the parties arising from the agreement (contract) - contractual obligations(contract).

Under the contract for the international sale of goods the seller engaged in entrepreneurial activity undertakes to transfer, within a specified period or terms, the goods produced or purchased by him to the buyer for use in entrepreneurial activity or for other purposes not related to personal (family, home) or other similar use. Under Russian law, such a contract is defined as supply contract. Therefore, in the case of the application of Russian law, the relations of the parties will be governed by the norms of § 3 "Supply of goods" Ch. 30 of the Civil Code of the Russian Federation. For issues not resolved in § 3 - the rules of § 1 "General provisions on the contract" Ch. 30 of the Civil Code of the Russian Federation. When qualifying a contract for the international sale of goods as a contract of sale, the general provisions on the sale contained in § I Ch. 30 of the Civil Code of the Russian Federation*. When concluding a contract for the international sale of goods, Russian entrepreneurs must be guided by the principles of international commercial contracts (UNIDROIT Principles). They are accepted in world practice as a basis for regulating the mutual rights and obligations of counterparties, carrying out their relationship on the principles of freedom of contract and equality of parties**. At the same time, the norms of Russian legislation should also be taken into account. UNIDROIT principles establish general rules for international commercial contracts.

The contract for the international sale of goods has a number of features that are specified in Art. 1 of the UN Vienna Convention on Contracts for the International Sale of Goods (1980)*. Firstly, prerequisite of such a contract is the location of the places of business of the parties to the contract in different states. However, a contract of sale concluded by firms of the same nationality, whose commercial enterprises are geographically located in different states, according to the Vienna Convention of 1980, will be recognized as international.

Secondly, it has features subject of contract. By virtue of the Vienna Convention. the main obligations of the seller are to deliver the goods, transfer the documents and the title to the goods in accordance with the requirements of the contract and the Convention (Article 30). The main obligations of the buyer are to pay the price for the goods and take delivery in accordance with the requirements of the contract and the Convention (art. 53).

Thirdly, the object of the contract for the international sale of goods is movable property acquired for business or other activities not related to personal (family, home) use. In particular, vehicles, equipment, fuel, oil, oil products, etc. may be the subject of sale under such agreements.

Fourthly, a number of types of sales are excluded from the scope of the contract for the international sale of goods, for example, sales at auction or in the course of enforcement proceedings, the sale of securities, money, as well as the sale of aircraft and water transport, hovercraft, the sale of electricity. A similar limitation is established by the 1980 Vienna Convention in relation to sales of goods made from give-and-take raw materials, when the customer undertakes to supply a substantial part of the materials necessary for the production of goods, and also in relation to goods in which the obligations of the party supplying the goods consist mainly in the performance works or other services.

Thus, the contract for the international sale of goods has the following main features:

1) location of commercial enterprises (organizations) of the parties on the territory of different states;

2) in the performance of the contract, the goods (products) are moved across state borders.

Optional features of the contract for the international sale of goods are:

Different state affiliation of partners (parties of the contract);

Use of foreign currency as payment for goods.

Usually, the contract for the international sale of goods contains an introductory part, details of the parties (legal address and bank details), as well as the following main conditions:

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

Methods for determining the quality and quantity of goods;

Time and place of delivery;

Basic terms of delivery;

Price and total cost supplies;

Payment terms;

The order of delivery and acceptance of goods;

Transport conditions;

Terms of guarantees and sanctions;

Settlement of disputes;

Circumstances of exemption from liability, force majeure;

Applicable right.

The contract is signed by authorized persons, their signatures, as a rule, are sealed.

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

− the concept, procedure for calculating losses and their compensation in case of a possible violation of the obligations of one of the parties;

− sanctions for late payment;

−transport and currency risks;

−principles of exemption from liability;

− the right to suspend the performance of obligations; goods insurance;

− the procedure for terminating the contract.

The contract for the international sale of goods must also contain special conditions included in the contract in connection with the need to apply measures state regulation foreign trade activities. Such conditions determine the obligations of the parties to obtain export-import licenses, carry out customs procedures, and carry out currency control measures.

In the practice of international trade, various standard conditions, standard forms of contracts are widely used, which began to be developed by large exporters and importers, as well as their associations and associations at the end of the 19th century.

By Russian legislation standard contract - this is a form of contract approved by the Government of the Russian Federation in cases provided for by law (clause 4, article 426 of the Civil Code of the Russian Federation). The terms of such standard contracts are binding on the parties, their violation leads to the recognition of the entire contract as null and void or the amendments or additions made if they do not comply with the conditions standard contract. According to Russian legislation, it is possible to use exemplary terms of the contract, which can be used as business practices (Article 427 of the Civil Code of the Russian Federation).

In the practice of international trade, a model contract has a different status.

Model contract- this is a document developed in accordance with the established rules, containing exemplary examples of the wording of the terms of a certain type of contract. However, the model contract is not legally binding. It performs an auxiliary role - assisting entrepreneurs in preparing the text of the contract: it allows you to use already worked out, ready-made formulations, to include all the necessary terms of the transaction in the text of the contract. For these purposes, the forms of standard sales contracts in foreign trade recommended in special publications can be used.

Large firms widely use model contracts. For example, in the US, 47.2% of importer associations and 59.7% of exporter associations use them in international trade. Standard forms of contracts are obligatory for the parties only upon their agreement. Usually the content of such conditions is based solely on the law and practice of the country where they are developed. This circumstance should be taken into account by Russian entrepreneurs entering into a contract with a foreign firm.

Partners concluding a contract usually agree only on the subject, price, quantity, quality of the goods and the timing of its delivery. The remaining conditions are known - they are set in a standard contract. They are developed by associations of industrialists and entrepreneurs, associations, federations, unions, chambers of commerce, exchange committees, as a rule, for certain types goods (grain, cotton, non-ferrous metals, etc.) For members of these associations, they are obligatory and, depending on the power of this group, are more or less common in international trade (for example, model contracts of the London Association of Grain Merchants, etc.).

7.2. Parties to the contract for the international sale of goods

In a foreign trade transaction, there are two parties (contract parties), referred to as contractors(partners). By general rule foreign individuals and legal entities, as well as stateless persons, can enter into contractual relations of this type. The parties involved in a foreign trade transaction must have certain powers to complete it.

Entity is an organization that, in accordance with the legislation of the country of origin, the national regime of ownership, has separate property and is liable for its obligations with this property.

Foreign legal entity is an organization that has the rights and obligations of a legal entity under the laws of the foreign state of its registration. It should be borne in mind that each state has its own peculiarities in the interpretation and definition of the types and types of legal entities engaged in entrepreneurial activities.

The legal status of a foreign person is confirmed by an extract from the commercial register of the country of origin or other equivalent evidence of the legal status of a foreign person in accordance with the laws of the country of its location, citizenship or permanent place residence. The document must be translated into Russian and properly certified (subparagraph "e" of Article 16 of the Law of the RSFSR "On Foreign Investments in the RSFSR"). International treaties of the Russian Federation may also provide for a rule on the procedure for determining the legal status of a foreign person.

The Civil Code of the Russian Federation establishes that an agreement is considered concluded if an agreement is reached between the parties in the form required in the relevant cases on all essential terms of the agreement (clause 1, article 432).

Conclusion of a contract for the international sale of goods

The initial stage is preliminary negotiations, which are sometimes called deal interpretation. The initiative to enter into negotiations can be shown by both the seller and the buyer. The buyer either responds to an advertisement or other type of advertising of the seller, or turns to a company known to him with a request to send a proposal for a consignment of goods or an offer. The seller may himself send such an offer to the firm as a potential buyer.

In accordance with paragraph 2 of Art. 432 of the Civil Code of the Russian Federation, the contract is concluded by sending offers(proposals to conclude a contract) of one of the parties and its acceptance(acceptance of the offer) by the other party. Offer an offer addressed to one or several specific persons is recognized, which is quite specific and expresses the intention of the person who made the offer to consider himself to have entered into an agreement with the addressee who will accept the offer (clause 1 of article 435 of the Civil Code of the Russian Federation).

The offer must contain all the necessary information regarding the essential terms of the contract. Essential are the conditions on the subject of the contract, the conditions that are named in the law or other legal acts as essential or necessary for contracts of this type, as well as all those conditions regarding which, at the request of one of the parties, an agreement must be reached (clause 1, article 432 of the Civil Code of the Russian Federation). The person making the offer is called offeror. Acceptance of such an offer is called acceptance, and the person who accepts the offer is called acceptor.

In commercial practice offer (commercial offer) is a written, oral or resulting from the behavior of the offering party - the offerer (offerer) - a message about the desire (offer) to enter into a legally binding agreement (contract), and from the terms of this message it follows that it will bind the offeror, as only the party - the acceptor (acceptor), to whom the offer is addressed, will accept it by action, refraining from action or a counter obligation. Acceptance (acceptance) in this case indicates the acceptance of such a proposal (offer). Of course, consent to the offer is recognized as acceptance if it is received by the offeror within the time specified by the offer. The answer on consent to conclude an agreement on other terms than was proposed in the offer is considered as a new - counter-offer. The offer of the buyer under the contract of sale is sent in the form of an order.

As a general rule offer(offer) must contain: the exact and abbreviated name of the seller; his trademark, brand name (if any); Name of product; a brief and sufficient description of the goods; proposed scope of delivery; the minimum quantity of the supplied goods in the lot; packaging information; terms of delivery according to INCOTERMS; price on delivery terms per piece and per lot; terms of delivery, payment procedure; wholesale discount, seller details.

In commercial practice, an offer is usually understood as an offer of goods.

Firm offer(firm offer) - a written offer to sell a certain batch of goods sent to a specific buyer. This is an offer on the basis of which the offeror has certain obligations arising from the offer. In it, the seller specifies the period during which he considers himself bound by the proposed conditions, i.e. he has no right to cancel or change them. The offer received by the addressee cannot be withdrawn within the period established for its acceptance, unless otherwise specified in the offer itself or follows from the essence of the offer or the situation in which it was made (Article 436 of the Civil Code of the Russian Federation). During this period, the seller cannot apply with a similar offer to another partner. A response not received within the time specified in the offer means the buyer's refusal to conclude the contract; the seller is released from the offer made by him and has the right to apply with such to another partner.

Having received an appropriate message with a proposal to conclude a contract, the buyer must either accept such an offer in full or reject it. The acceptance must be complete and unconditional (clause 1, article 438 of the Civil Code of the Russian Federation). The buyer's disagreement with any condition of the offer is equated to a refusal to conclude a contract on the proposed terms. In this case, the buyer sends a new offer to the seller. If there are objections from the buyer between him and the seller, the negotiation of the terms of the deal being treated may continue until an agreement is reached on all the essential terms of the contract.

If the offer to conclude a contract is fully acceptable to the buyer, he sends the seller an acceptance within the period specified in the offer, which must be complete and unconditional. The contract is considered concluded if the acceptance is received by the person who sent the offer within the period specified in it (Article 440 of the Civil Code of the Russian Federation).

Free offer(free offer), or public offer, - this is an offer to sell a certain batch of goods, sent to an indefinite circle of persons, which does not give rise to any obligations for the offeror. An offer containing all the essential terms of the contract, from which the will of the person making the offer is seen to conclude an agreement on the conditions specified in the offer with anyone who responds, is recognized as a public offer (clause 2 of article 437 of the Civil Code of the Russian Federation). Advertising and other offers addressed to an indefinite circle of persons are considered as an invitation to make offers, unless otherwise expressly stated in the offer (clause 1, article 437 of the Civil Code of the Russian Federation). The seller makes a free offer to several buyers at the same time, which provides him with familiarization with the commodity market. Getting a free offer potential buyer means that the same offer was received by its competitors, therefore, in relation to this buyer, the seller is not bound by firm obligations.

Article 441 of the Civil Code of the Russian Federation establishes that when a period for acceptance is not specified in a written offer, the contract is considered concluded if the acceptance is received by the person who sent the offer before the expiration of the period established by law or other legal acts, and if such a period is not established, within normally required for this time. When an offer is made orally without specifying a deadline for acceptance, the contract is considered concluded if the other party immediately declared its consent (acceptance).

Therefore, the buyer's consent to the conditions set forth in the free offer does not mean the conclusion of the contract. If the buyer agrees with such an offer, then he must confirm his consent with a firm counter-offer. And if the seller accepts this contra-offer, then the contract is considered concluded on the proposed terms.

If the buyer proposes to conclude an agreement on other terms than those proposed in the offer, the answer is recognized as a refusal to accept and at the same time a new offer (Article 443 of the Civil Code of the Russian Federation). In this case, in order to conclude an agreement, the seller and the buyer carry out further negotiation of the transaction.

If the contract does not indicate the place of its conclusion, then according to Art. 444 of the Civil Code of the Russian Federation, the contract is recognized as concluded at the place of residence of the citizen or the location of the legal entity that sent the offer.

As a general rule, the terms of the contract for the international sale of goods are determined by the parties (partners, counterparties) at their discretion. The principle applies freedom of contract(Article 421 of the Civil Code of the Russian Federation).

Applicable right

The peculiarity of the legal regulation of contracts for the international sale of goods is manifested in the fact that the parties to the contract must determine the law of the party applicable to this contract. Applicable right(applicable law) - a system of legal norms of a certain state that are applied to regulate relations between parties to a contract with a foreign element. The choice of the legislation of a certain country is carried out by partners by agreement. If there is no such agreement in the contract, then in the event of a dispute, the court, the arbitral tribunal shall apply the relevant conflict of laws rules of national legislation.

Conflict rule* – it is the rule defining the law of the state that must be applied to the relevant relationship with the foreign element. The main conflict of laws principle of private international law in relation to the contract for the international sale of goods is the principle of autonomy of will. According to this principle, the parties themselves have the right to determine the legislation that will regulate their relations arising from the contract for the international sale of goods. At the same time, the limits of the realization of the autonomy of the will must be correlated with the limits established by law for the exercise of subjective civil rights (Article 10 of the Civil Code of the Russian Federation). Foreign legislation chosen by the parties to the contract cannot be applied to the relations of the parties if this is contrary to the public policy of the Russian Federation (Article 158 of the Fundamentals of Civil Legislation (1991) "Collision" from Latin - collision. This term is conditional. Figuratively talk about a conflict of laws and the need to choose between them to explain the course of reasoning of a court or another person who must decide on the application of law to a legal relationship with a foreign element.The conflict can be eliminated by using conflict rules indicating which law is to be applied in one or another case.

It should be borne in mind that the conflict rule has a referential character. It can be guided only together with a certain substantive rule, to which the conflict rule refers, it expresses a certain rule of conduct for participants in civil circulation, in our case, the seller and the buyer under the contract for the international sale of goods.

European Convention on Foreign Commercial Arbitration (1961) in art. VII established that the arbitrators would use the law established in accordance with the conflict-of-laws rule that the arbitrators consider applicable in a particular dispute*. The Rome Convention on the Law Applicable to Contractual Obligations (1980) established the principle of uniform conflict of laws regulation for the countries participating in it**.

Russian legislation contains a direct indication of the possibility or necessity of applying the provisions of the legislation of foreign states (section VII "Legal capacity foreign citizens and legal entities. Application of civil laws of foreign states and international treaties" "Fundamentals of Civil Legislation" (1991)). In particular, Article 166 of the Fundamentals contains rules on the applicable law for the obligations of their foreign economic transactions.

General provisions

The contract for the international sale of goods, as a rule, is a rather voluminous document containing: conditions on the subject of the contract, its object, the price of the goods, the timing of its delivery, the method of packaging the goods, the terms of payment, the procedure for accepting the goods in terms of quality and quantity, guarantees of the quality of the delivered goods, basic terms of delivery, rights and obligations of the parties, sanctions for non-fulfillment or improper fulfillment of obligations under the contract, conditions for exemption from liability, dispute resolution procedure, language of the contract, applicable law, procedure for the entry into force of the contract, legal consequences of terminating the contract, etc.

To conclude an international contract for the sale of goods, the parties must agree on all the essential conditions for this type of contract.

The contract is considered concluded if the parties, in the form required in the relevant cases, reach an agreement on all essential terms of the contract (paragraph 1, clause 1, article 432 of the Civil Code of the Russian Federation).

Essential (condition) conditions of the contract are the conditions without which it has no legal force.

Essential are, firstly, the conditions on the subject of the contract; secondly, the conditions that are named in the law or other legal acts as essential or necessary for contracts of this type; thirdly, all those conditions regarding which, at the request of one of the parties, an agreement must be reached (paragraph 2, clause 1, article 432 of the Civil Code of the Russian Federation).

The list of essential conditions and, in particular, the condition on the subject of the contract for contracts for the international sale of goods will be determined depending on whether the contract falls within the scope of the Vienna Convention of 1980 or the norms of the Civil Code of the Russian Federation. If the norms of the Civil Code of the Russian Federation on the contract for the supply of goods (§ 3, Chapter 30 of the Civil Code of the Russian Federation) are applied to such a contract, then the essential terms of the contract will be: firstly, the terms on the subject of the contract (terms of the contract on the goods - its name and quantity), and in the contract of sale (Article 455 of the Civil Code of the Russian Federation); secondly, the conditions on the delivery period, the delivery time for individual consignments of goods (Article 508 of the Civil Code of the Russian Federation). If the norms of the Vienna Convention of 1980 are applied to the contract for the international sale of goods, its essential terms are the terms on the subject of the contract.

Subject to the provisions of Art. 432 of the Civil Code of the Russian Federation, the remaining terms of this agreement will be classified as insignificant. Their non-inclusion in the contract does not entail its invalidity. Non-essential (warranty) include the terms of the contract, in case of violation of which by one party, the other party is not entitled to terminate the contract, it can only demand the fulfillment of obligations and compensation for losses. The drafting of the contract must begin with the indication of the place and date of its signing, the names of the parties concluding the transaction.

The names of the parties in the contract, their countries of origin must be complete and accurate, without abbreviations. It is unacceptable to use various kinds of abbreviations and abbreviations, unless these are generally recognized names. When identifying the contracting parties, they accurately indicate the company names under which the partners are registered in the trade (state) register of the country of origin - their legal status (organizational and legal form), including the number and type of license for this species activities, legal and actual addresses. The contract may be numbered.

It should be borne in mind that the order of writing the date is different in Russia and abroad. Recommended in the text of the contract for foreign language Write the month in letters, followed by the day and year. For example, March 20. 1995.

The initial part of the contract may indicate the persons authorized to sign it. Usually the contract is signed by the head of the organization (firm), who acts on its behalf without a power of attorney. The contract may be signed by another official of the organization (firm) with special powers. If the contract is signed by another representative of the legal entity concluding the transaction, it is necessary to have a power of attorney certified by a notary certifying the authority to sign this contract.

As a general rule, a contract signed by a person who does not have the authority to sign it does not enter into legal force. In cases where such a contract begins to be executed in commercial practice, it can be recognized as valid by a court or arbitration court, since the beginning of the actual execution of the contract indicates that the head of the organization subsequently approved this transaction and assumed the obligations stipulated by the contract on the conditions specified in it .

The structure and content of the contract may vary depending on the nature of the goods and the terms of the agreement. For example, when buying and selling a batch of electronic equipment special meaning has the availability of relevant technical documentation, packaging and labeling appropriate for the transportation of goods. When buying and selling raw materials (timber, ore, coal, etc.), there is no need to highlight packaging requirements. Typically, the terms of the contract are arranged according to their importance for this transaction or based on the sequence of actions of the parties to fulfill the contract.

Basic terms of delivery

When concluding a foreign trade contract of sale, the parties must clearly divide among themselves the numerous responsibilities associated with the delivery of goods from the seller to the buyer. The basic terms of delivery usually define such obligations and establish the moment when the risk of accidental loss or damage to the goods passes from the seller to the buyer. These conditions are called basic because they establish the basis (basis) of the price, depending on whether delivery costs are included in the price of the goods or not.

In the latest edition of Incoterms-90, the terms are divided into four fundamentally different groups.

The first group consists of only one term that describes the situation when the seller transfers the goods to the buyer directly in his premises (terms of group "E" - dispatch of goods - Eterm-EX Works) - free enterprise.

The terms of the second group refer to the situation when the seller undertakes to place the goods at the disposal of the carrier (must deliver the goods to the carrier) chosen by the buyer (terms of group "F" - the main mode of transportation is not paid by the seller - FCA, FAS and FOB).

The terms of the third group define cases where the seller undertakes to conclude a contract of carriage, but without assuming the risk of accidental loss or damage to the goods or any additional costs after loading the goods. In other words, the seller is responsible for the carriage of the goods, but not for its loss, damage, does not bear additional costs incurred after the goods were sent (terms of group "C" - the main type of transportation is not paid by the seller - CFR, GIF, CPT and CIP).

The fourth group combines terms that define the conditions for the movement of cargo up to its delivery to the country of destination. In this case, the seller bears all costs and assumes all risks until the delivery of the goods to the country of destination (group "D" - arrival of the goods - DAF, DES, DEQ, DDU and DDP).

Further, for each term, provisions on the respective obligations of the seller and the buyer are grouped in ten main areas. On the one hand, commercial terms used in international trade should be in maximum degree universal. On the other hand, the need for their use in various areas of trade and in different regions makes it impossible to formulate in detail the obligations of the parties to a foreign trade contract for the sale of goods. Therefore, when preparing a draft contract, entrepreneurs should study the practice that has developed in certain areas of trade, samples of existing contracts. It is desirable that the seller and the buyer during the period of conclusion of the contract inform each other about this practice and, in order to avoid ambiguities, clearly fix their positions, wrapping them in the relevant terms of the contract in legally competent formulations.

Coordination of basic conditions and their uniform understanding are an important factor in the effectiveness of a foreign trade transaction for counterparties. Basic conditions can be applied in the contract when transporting goods by almost any mode of transport, including multimodal transport. "Incoterms" are used in cases where the parties have stipulated (referenced) to them. If the content of the terms of the contract and the provisions of the "Incoterms" do not match, the terms of the contract take precedence.

The basic terms of a foreign trade contract of sale determine the moment of transfer of ownership of the goods from the seller to the buyer, and therefore the risk of its accidental loss.

In commercial transactions, free terms are the terms for the delivery of goods (products), according to which the buyer is exempt (free - free) from the costs of delivering the goods in connection with their inclusion in its price.

Consider features of the four groups of terms"Incoterms".

First group "E"

Condition: Franco-enterprise (franco-factory) EXW (EX-Works - literally "free from the factory").

Includes only one condition "from the factory". Under this condition, the seller's obligations are minimized and, naturally, the price of the goods is lower than when concluding a contract on other basic conditions. Thus, according to the condition under consideration, the seller is obliged to transfer the goods to the buyer's disposal on the territory (in the premises) of the manufacturer within the period stipulated by the contract. Here, the risk of accidental loss of goods passes to the buyer. The seller is not responsible for loading the goods, for providing the buyer vehicle unless otherwise specified in the contract. Transportation of goods and the conclusion of contracts in connection with it are provided by the buyer. The buyer bears all expenses for the insurance of the goods, for its loading and transportation, and pays customs duties.

Second group "F"

Terms: free carrier(FCA - free carrier).

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

Free on board(FOB - free on board).

Under the terms of the second group of terms, the seller must hand over the goods to the carrier in accordance with the instructions of the buyer, who in turn concludes a contract of carriage and selects the carrier. Thus, there is no need to specifically formulate in the conditions how the goods will be transferred by the seller to the carrier.

The term "carrier" refers not only to the company directly carrying out the transportation, but also to the company that undertakes to act as a carrier or intermediary in the implementation of the transportation and deliver the goods to the point specified by the buyer. The term "carrier" means the legal or individual responsible under the contract for transportation.

Condition free carrier means that the seller is deemed to have fulfilled his obligation to deliver the goods after they have been handed over to the carrier. The seller's obligation is to deliver the goods, and those cleared for import, to the disposal (under the protection) of the carrier or a person acting on his behalf. Free carrier conditions apply to the delivery of goods not only by land, but also by water and air transport. Unlike FOB (FOB), under the free carrier condition, the risk of accidental loss or damage to the goods passes from the seller to the buyer at the moment the goods are handed over to the carrier, and not at the moment the goods cross the ship's rails.

The need to introduce free-carrier conditions arose in connection with the development of such modes of transportation as mixed, ferry, container, etc.

In the practice of international sale and purchase, any mode of transport can be used.

When transporting goods across railway the basic delivery condition is called french wagon. As a rule, the place of transfer of goods to the carrier is determined by the buyer, which should be specifically stipulated in the text of the contract of international sale. If there is no such condition in the contract, the place of transfer of goods to the carrier is chosen by the seller. Under the specified basic delivery condition, the risk of accidental loss or damage to the goods passes from the seller to the buyer at the time the goods are handed over to the carrier. For this transfer of risk to occur, the seller must in some way individualize the goods handed over to the carrier. For example, to distinguish it from the mass of homogeneous things by overstocking, marking, placing it in a separate room, compiling shipping documents, notifying the buyer about the shipment of goods to his address, etc.

International sale and purchase can be carried out on the condition of the front (FAS - literally "free along the side of the vessel"). According to this condition, the seller is considered to have fulfilled his obligations when the goods are placed along the side of the ship on the quay (pier) or on the lighter (if the ship is in the roadstead). Ownership of the goods passes from the seller to the buyer after the goods are placed on the pier along the side of the vessel. The risk of accidental loss of or damage to the goods and all subsequent costs are transferred to the buyer from the moment