Unit 17 NEGOTIATING DELIVERY- TIMING and LOCATION

THE FIVE STEPS IN NEGOTIATING DELIVERY

Step 1: TIMING
- Date of delivery
- Delay and results of delay
Step 2: LOCATION
- Place of delivery and alternatives
Step 3: TRANSPORT
- Modes of Transportation to be used
- Shipping documents
Step 4: RISK, TITLE AND INSURANCE
- Transfer of risk and ownership
- Insurance
Step 5: TERMS OF TRADE: INCOTERMS 2020

Stipulations in a contract
- Time of delivery
- Place of delivery
- Notification of delivery
- Instructions for delivery

1. Timing
1.1 What is the date of delivery?
Three key dates:
- The date of dispatch from sellers’_________________
- The date of loading onto _________________
- The date when the goods should arrive at _________________
The principle:
- The date of delivery agreed is usually subject to the use of a term in Incoterms 2020
- The date of delivery is the date on which the last _____________is met
- The date of coming into _____________is usually a number of days
- _____________date is a date on which the parties agree to terminate a contract when certain
precondition(s) is not met.

1.2. Stipulating the time of delivery

(1) Specific dates
- A fixed date: On 12 August, 20—
- The latest date: Not later than 12 August, 20—
- Within a specified period: In August, 20--
- Within a certain time at buyer’s or seller’s option:
The date of delivery shall be twenty-eight days after the date of coming in force of the Contract at the
Buyer’s option.
(2) Immediate shipment
E.g.:
Shipment shall be made immediately/ promptly/ without any undue delay/ as soon as possible (ASAP).
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Subject to American law:
- “Prompt/immediate delivery”: within _____________from the date of the signature of a contract.
- “ASAP/spot delivery”: within _____________ _____________from the date of the signature of a contract.
Subject to UCP 600:
- “Prompt, immediate, ASAP or similar terms”: means within _____________ from the date of an issuance
of L/C”
(3) Unspecific dates
- Shipment shall be subject to the availability of first steamer / shipping space / opening of L/C/ export
licence.

1.3. Timing and “Time is of the essence”

The principle
- According to Anglo-American Law: If time of delivery is of the essences and is not kept, a buyer is entitled
to send back the goods delivered and refuse payment. The contract will be terminated.
- This is not allowed by Continental Law.
Buyer’s favor:
Time is, and shall remain, of the essence of this agreement, and no acts of the Seller, shall constitute waiver
of this provision.
Seller’s favor:
Unless otherwise agreed in writing by the Seller the time stipulated for shipment shall not be of the essence
and may be extended by the Seller for a period not exceeding fourteen (14) days by notice thereof in writing
to the Buyer”

1.4. Excused delay

(1) Grace Period: “If delivery is not effected within two weeks of the agreed delivery date for reasons other
than Force Majeure, then the seller shall pay the Buyer 0.1% of the contract price”
What is the grace period? _____________
- Notes: The grace period purpose is to facilitate early delivery
(2) Force Majeure
- ICC provisions incorporated
The Force Majeure (Exemption) clause of the International Chamber of Commerce (ICC Publication No
421) is hereby incorporated in this contract.

Duties and Obligations of the parties in case of Force Majeure

- Party concerned shall notify the other party of such _____________as soon as possible
- Submit _____________of Force Majeure
- Take all possible _____________to minimize the loss or damage
- To terminate the contract or to _____________obligations after Force Majeure

Specimen clause
“If a Force Majeure situation arises, the party concerned undertakes to bring this event to the other party’s
knowledge within 15 days from the beginning of the event and to confirm by registered letter the
occurrence of the aforesaid event confirmed by the related Authority of the of the concerned party’s
country, and suspend the Contract. Further, the party concerned shall spare no endeavors to minimize any
loss or damage caused by Force Majeure. At the end of the event of Force Majeure, the party concerned
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shall be granted reasonable time to resume the performance of the contract, on conditions mutually agreed
upon by both parties.”

1.5. Unexcused delay and the Buyer’s remedies (Consequences of Non-Excusable Delay)
The Principle
- Party at fault shall suffer _____________;
- Wronged party shall _____________contracts
Types of compensation
(1) Liquidated damages:
- It is most commonly used because the motive is to bring a __________________________compensation to
the Buyer and to avoid expensive discussion in case of late delivery
- Limited by Anglo-American Law: _____________; Vietnamese law: _____________
(2) Penalties (Buyer’s favor)
- Damages are paid to compensate the buyer for a loss- a _____________ or _____________ loss
- The motive is to _____________ the other party
- _____________ _____________by Anglo- American Law
(3) Quasi-indemnity (Seller’s favor)
- A compensation figure is fixed so low that, in effect, it releases a seller from responsibility for late
delivery.
2. Location
- Place of delivery
- Notification of shipment
- Instructions for delivery
2.1. Place of delivery
The Principle: The place of delivery is the point at which the exporter passes _____________for and
_____________to the goods to a Buyer.
Stipulations in a contract
Place of delivery:
- Port of shipment/discharge/ transshipment (if any)/ destination
E.g.:
- Delivery shall be made FOB Saigon port, Vietnam, Incoterms 2020
- Port of shipment: Saigon port, Vietnam
- Port of discharge: Liverpool, U.K

2.2 Notification of delivery

Buyer’s obligation: (Under F-Terms)
- To notify the Seller of the availability of the vessel: Vessel’s name, ETA , ETD and all particulars about
the vessel: vessel capacity, nationality, flag…
Seller’s obligation
- First notification (before shipment): To notify the buyer of the availability of the goods for shipment, and
particulars, such as: Commodity, quantity, quality, packaging, marking, value…
- Second notification (after completion of loading): To notify the buyer of the completion of loading the
goods on board the carrying vessel, the actual quantity shipped, B/L and invoice No. and ETD, ETA…
Specimen clause:
“07days before the agreed time of shipment, the Seller shall advise the Buyer by telex/ fax the shipping
particulars such as: the quantity, estimated time of departure (ETD), estimated time of arrival (ETA) of the

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vessel. Upon the completion of loading the Goods, the Seller shall telex/cable the Buyer the shipping
particulars such as: the actual quantity shipped, the value of the actual goods stated on the Invoice, Bill of
Lading No., ETD and ETA.”

2. 3 Instructions for delivery

Common instructions:
- Direct transport only
- Total shipment: _____________ _____________
- Transshipment: _____________ _____________
- Partial shipment: _____________ _____________
Note:
- If a third party delivers the goods on behalf of the seller: _______________________________________
- If the voyage of the goods is short: ________________________________________________________

2.4. What if the goods are ready but delivery is impossible?

(The Buyer fails to arrange for the arrival of the vessel)
Specimen clause:
“If the vessel named by the Buyer fails to arrive on or before the agreed delivery date, then the Seller may,
at his discretion deliver the Goods to a bonded warehouse in the port of Saigon, and shall be deemed to have
fulfilled his delivery obligations under this Contract.”

2.5. What if the vessel is available but no cargo loaded?

=> The Seller fails to have the goods available for shipment
“In the event no cargo is available to be loaded on the nominated vessel at loading port, then dead freight
shall be paid by the Seller on the Buyer’s actual claim”

Practice 1. Fill in the gaps with the words given in the box
(1) Coming Into Force
approval, authorities, execution, force, necessary, null

This Contract shall come into 1______________ after execution by both parties on the date of the last
necessary 2______________ by the competent authorities in the country of the Seller and the Buyer. If the
Contract has not come into force within ninety days of 3______________, it shall become null and void.
This Contract shall come into force after execution by both parties on the date of the last 4______________
approval by the competent5______________ in the country of the Seller and the Buyer. If the Contract has
not come into force within ninety days of execution, it shall become 6______________ and void.

(2) Force Majeure

available, default, delayed, inaction, limited, occurrences, otherwise , reasonable, regulations , unrest

If either party is prevented from, or 1_____________ in, performing any duty under this
Contract by an event beyond his 2_____________ control, then this event shall be deemed force majeure,
and this party shall not be considered in 3_____________ and no remedy, be it under this Contract or
4_____________, shall be 5_____________ to the other party. Force majeure events include, but
are not 6_____________ to: war (whether war is declared or not), riots, insurrections, acts of
sabotage, or similar 7_____________; strikes, or other labor 8_____________; newly introduced
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laws or Government 9_____________; delay due to Government action or 10_____________; fire,
explosion, or other unavoidable accident; flood, storm, earthquake, or other abnormal natural,
event.

(3) Liquidated Damages

breach, deduct, deduction, delayed , penalty, specified

If the Seller fails to supply any of the Goods within the period 1_____________in the Contract, the Buyer
shall notify the Seller that, a 2_____________of contract has occurred and shall 3_____________from the
Contract Price per week of delay, as liquidated damages, not as a 4_____________, a sum equivalent to
one half percent of the delivered price of the 5_____________Goods until actual delivery up to a maximum
6_____________ of 8% of the delivered price of the delayed Goods.

Practice 2: Case study

Case 1
Read this Coming into Force provision; then answer the question.

This Contract shall come into force after approval by the governments of the Seller and the Buyer,
however, at the latest by 31st December 20--.

Does this provision mean_______

A. That the contract will come into force on 31st December 20-- even if the two governments have not
approved it?
B. That the contract will become null and void if it has not come into force by 31st December 20--?
Case 2
The following clause is (lightly) adapted from a contract for the construction of hydroelectric project.
Fine Payable
If the Contractor fails to complete the Work at the fixed day, a fine shall be imposed upon him for the period
of delay until the Work is completed. The fine shall be as follows:
2% for the first week. Or any part of it.
4% for the second week, or any part of it.
6% for the third week, or any part of it.
8% per week for the fourth week, or part of it, and for all succeeding weeks.
The fine shall be calculated on the total contract value.

1. The clause uses the word “fine”. Does that tell you with certainty what kind of clause you are looking at?
(Penalty clause or liquidated damages clause?)
 YES  NO
2. After how long a delay does the contractor lose 100% of the contract price?
…………weeks
3. Do you think this clause is a penalty clause or a liquidated damages clause?
 PENALTY  LIQUIDATED DAMAGES
4. If the applicable law is the law of the State of New York, would the judge enforce this clause?
 YES  NO
Case 3
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Dead on Time
In preliminary talks, Vietnamese Steel Importing Co. agrees with All Metal Co. in Japan to import goods
from Tokyo and the goods should arrive in Vietnam on or before 13th August 20--. When the contract is
drafted, it mentions the date as agreed—13th, August 20--. Because the Vietnamese company asks for a CIF
contract under Incoterms 2020, the delivery terms are accordingly agreed in the contract as follows:

Delivery CIF, Saigon port, Incoterms 2020, on or before 13th August 20--.

Can the goods arrive in Vietnam on or before 13th, August? Why or why not?
Case 4
Force Majeure
Verbena Jute Makes sacks, sackcloth, and other jute products. Its standard contract includes this definition of
a force majeure event:
If either party is prevented from; or delayed in, performing any duty under this Contract by an event beyond
his reasonable control, then this event shall be deemed force majeure.
Which of the following events are "force majeure" events under this definition?
(Note: the word "control" needs some thought. An event is beyond the control of the exporter if (a) he could
not have foreseen it, (b) if he could not have influenced it, and (c) if he could not have taken reasonable steps
to avoid the problems that were likely to arise.)
1. A Volcanic eruption buries the factory in ash.
 YES  QUESTIONABLE  NO
2. The annual flooding of the River Verb ruins some of the jute intended for use in making sacks.
 YES  QUESTIONABLE  NO
3. A ban is issued on the export of jute products by a newly elected government.
 YES  QUESTIONABLE  NO
4. A ban is issued on the export of jute products by a government that has been preparing legislation on this
subject for five years.
 YES  QUESTIONABLE  NO
5. The workforce at the factory go on strike.
 YES  QUESTIONABLE  NO
6. The dock workers in Port Verbena go on strike.
 YES  QUESTIONABLE  NO
7. A lockout (Background: The workers have been striking for one day a week. The management locks the
workers out of the factory until they agree to end the strikes.)
 YES  QUESTIONABLE  NO
8. Shortage of supplies (Background: The exporter cannot get the raw jute he needs from the supplier
because of a shipping delay.)
 YES  QUESTIONABLE  NO
9. Shortage of Supplies (Background: The exporter cannot get the raw jute he needs from the supplier
because the Central Bank will not give him foreign exchange to pay the supplier.)
 YES  QUESTIONABLE  NO
10. A fire burns down the factory.
 YES  QUESTIONABLE  NO

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Practice 3 English-Vietnamese translation
1. The Buyer shall not be entitled to terminate this Sale Contract for reasons of late shipment unless the
Buyer shall first have given the Seller fourteen (14) days written notice of its intention to terminate and the
Seller does not effect shipment before the expiration of that fourteen (14) days period, which period shall not
commence to run until the specified date of shipment or the last day of the extended period under Clause 7.2
provided always that if the Seller’s performance is affected by Force Majeure time shall not run during the
period performance is suspended.
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
2. In the event of late Delivery for reasons other than Force Majeure as defined in Clause 17 below, the
SELLER shall pay as liquidated damages and not as a penalty the sum of 1% of the value of the undelivered
part per Day of late Delivery up to a maximum of 10% of the Contract Price. Payment of liquidated damages
shall be due without the BUYER having to furnish proof of any loss, damage or injury.
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________

Practice 4 Vietnamese-English translation

1. Trường hợp hàng đã sẵn sàng giao theo lịch quy định trong hợp đồng này nhưng người mua không chỉ
định được tàu đến để xếp hàng, thì mọi rủi ro, thiệt hại hay bất kỳ chi phí liên quan nào đến hàng hoá sẽ tính
cho người mua chịu trên cơ sở đòi bồi thường thực tế của người bán.
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
2. Trường hợp không có hàng để bốc lên con tàu chỉ định đã sẵn sàng tại cảng xếp, thì cước khống sẽ do
người bán chịu trên cơ sở đòi bồi thường thực tế của người mua và người mua sẽ xuất trình những chứng từ
sau cho ngân hàng Việtcombank để nhận tiền bảo lãnh thực hiện hợp đồng (thời gian được tính là từ 20-25
ngày kể từ ngày mở L/C)
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
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______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________

3. Trường hợp hàng hóa đã sẵn sàng để xếp lên tàu nhưng người mua không chỉ định được tàu để bốc hàng,
mọi rủi ro, thiệt hại, các chi phí liên quan đến hàng hoá sẽ do người mua chịu trên cơ sở đòi bồi thường thực
tế của người bán.
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________

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Unit 18 TRANSPORT and INSURANCE
- Packaging
- Shipping marks
- Shipping documents

1. Packaging
- One primary duty of the exporter is to ship the goods in ________________ packaging.
- According to Vienna Convention: Goods must be "________________ packaged". Goods do not conform
to the contract unless they are "contained or packaged in the manner usual for such goods"
Specimen clause:
“Goods are to be packed in new, strong, wooden cases suitable for long-distance ocean transport and are to
be well protected against dampness, shock, rust or rough handling. The Seller shall be liable for any damage
to or loss of the Goods attributable to improper or defective packaging”

Three packaging problems:

- Packaging of dangerous goods is subject to ________________ ________________in all countries. The
exporter should ask for instructions from the buyer if dangerous goods are in question.
- Some national laws require ________________of all containers entering the country.
- Agriculture-based, developed economies place ________________ ________________on packaging
materials. Hay, straw and rice husks are often forbidden; wooden packaging must often be fumigated.

2. Shipping Marks
Standardized colours indicating the nature of the goods:
- Common goods => ____________
- Dangerous goods => ____________
- Poisonous goods => ____________
Particulars required to be stipulated:
- Package/ Case/ Box Number
- Name of Consigner/Consignee
- Net weight/Gross weight/Tare
- Contract/Order/Bill of Lading/Letter of Credit/ Invoice No
Specimen clause:
On the surface of each package delivered under this Contract the following particulars shall be marked: the
package number, the measurements of the package, gross weight, net weight, the lifting position, the letter of
credit number, the words RIGHT SIDE UP, HANDLE WITH CARE, KEEP DRY, and the mark: DNP/36/Q

3. Shipping documents
The principle:
- Shipping documents must be in ____________ ______________with the conditions of the letter of credit.
Otherwise, payment is denied.

3.1 Types of shipping documents:

- Transportation by sea: ________________________________
- Transportation by air: ________________________________
- Transportation by road: ________________________________
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- Transportation by rail: ________________________________

3.2 Bill of Lading

(1) Functions of B/L
- As a document of ____________to the goods
- As a ____________from the shipping company and
- As a contract of ____________ (transportation) of goods.
(2) Particulars in a B/L
- Information relating to the goods: General nature, leading marks & numbers necessary for identification,
number of packages or pieces, weight, quantity, the apparent condition of the goods.
-Information relating to the parties: Carrier, shipper, consignee
- Information relating to the voyage: Name of vessel, port of shipment/ trans‑shipment/ destination, B/L
number, terms of contract (prepaid or collect), place of issuance of B/L.
(3) Types of Bill of Lading
According to the loading condition:
- Received for Shipment B/L: A shipping company issues it when goods have been given to the custody of
the shipping company, but they have not been placed on board.
- On Board Shipped B/L: The shipping company certifies that the cargo has been received on board the ship.
According to the clauses stipulated on the B/L
- Clean B/L: it implies that there has been no defect in the apparent order or condition of goods at the time of
receipt or shipment of goods by the shipping company.
- Claused or Dirty (Unclean) B/L: It shows that the B/L is qualified which expressly declares a defective
condition of goods.
Common clauses:
Contents leaking
Packaging soiled by contents
Packaging broken / holed/torn / damaged
Packaging contaminated
Goods damaged/scratched
Goods chafed/torn/deformed
Packaging badly dented
Packaging damaged—contents exposed
Insufficient packaging
Notes: In accordance with UCP600, the following clauses do not make the Bill of Lading unclean:
Second-hand/reconditioned packaging materials used
Packaging repaired/mended/resewn/coopered
Unprotected, Unboxed
According to the legality
Original B/L: it is often stamped “Original”, which can be negotiable.
Copy B/L: It is a copy of Original B/L, often stamped: “Copy” and is non-negotiable.
According to the negotiability
- To Order B/L: In this case, the B/L is issued to the order of a specified person.
- Named B/L: it states the name and the address of the consignee.
- To bearer B/L: the holder of the Original B/L is the consignee.
According to the voyage

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- Transshipment or Through B/L: It is used when the journey covers several modes of transport from the
place of starting to the place of destination.
- Direct B/L: for transportation without transshipment.
According to the freight charge
- Freight prepaid B/L: When the shipper pays the freight, then this type of B/L is issued with the words
“Freight paid”.
- Freight to Collect B/L: When the freight on the B/L is not paid and to be collected at the point of
destination, it is marked “Freight Collect” and this B/L is known as “Freight Collect B/L”.
According to the types of vessel
Charter Party B/L: for transportation by tramp, it covers shipment on a chartered ship.
Liner B/L: for transportation by liner.
According to the issuer
- Master B/L: issued by a carrier
- House B/L: issued by a freight forwarder.
Other Bill of Lading:
- Stale B/L
- Surrendered B/L
- Seaway Bill

4. Risk, Title and Insurance

4.1 Transfer of risk
- Under Incoterms 2020, Risk passes from seller to buyer at the _______________ _______________.
E.g.: In CIF term, Articles A4, A5 and B4, B5 define “Transfer of Risk”
Point of risk transfer: when goods are _________________________the vessel at the port of shipment.

4.2 Transfer of Title

- Not specified in Incoterms
- Subject to agreement between parties
E.g.: “Unless the parties state otherwise, title passes with risk”
- Seller’s favor: “Risk and title to the Goods shall pass from the seller to the Buyer on Delivery”
- Buyer’s favor: “Title to the goods shall pass from the seller to the buyer when the buyer receives the full set
of documents from the seller or the nominated bank”

4.3 Insurance
Types of insurance documents:
- Insurance certificate, Insurance policy
Types of Insurance policy:
- Tailor-made policy:
- Open Policy:
- Floating policy:
- Unvalued policy:
- Valued policy:
- Time policy:
- Voyage Policy:

General Exclusion Clause excludes results of:

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- Willful misconduct of the assured.
- Ordinary leakage, loss of weight or normal wear and tear.
- Importer packaging
- Inherent vice in the goods
- Use of Nuclear Weapons
- Insolvency of the owners (etc.) of the vessel
- Delay
Types of cargo insurance:
(1) Cargo Clause A: All risks (excludes war, strikes, terrorism)
(2) Cargo Clause B:
(3) Cargo Clause C:

Practice 1 Matching
1. Match the types of transportation documents and their definitions

1. Manifests (Cargo A. It is issued by a trucking company for transporting goods by truck.

& Freight)
2. Shipping notes B. - It is an evidence of a carriage contract by trains between the sender and the
carrier.
- It serves as a receipt which is sent along with the consignment to the consignee.
3. Delivery orders C. - It is the receipt issued by the carrier in the acknowledgement of goods received
on board (export cargo)
- It is subsequently exchanged for B/L.
4. Mate's receipts D. - It is issued by a carrier or his agent
- It enables the consignee or forwarding agent to take delivery of the cargo (import
cargo) from the vessel.
5. Rail E. - It is issued by the shipper to the carrier requesting allocation of ship space.
Consignment Note - It is a shipper’s commitment to ship the goods and serves as the basis for
preparation of B/L.
6. Road F. - It is prepared by the carrier's agent
Consignment Note - For freight forwarders to dealing with customs and port authorities.
a. Cargo manifest: provides information regarding cargo on board.
b. Freight manifest: provides information regarding freight rates, surcharges, rebates,
etc.
2. Match the types of B/L and their definitions
1. Shipped on board A- The carrier does not contradict the particulars inserted by the shipper or made any
B/L adverse comments on B/L regarding the goods.

2. Received for B - This is usually drawn to the order of the shipper, consignee or bank.
shipment B/L - It is negotiable as it can be endorsed in favour of another person
- It is commonly used in commercial deals.
3. Clean B/L C - This means that the cargo is on board the vessel.
- It confirms to the buyer that the goods have actually been shipped.
4. Unclean/ Claused D. It covers transportation on the same vessel from the port of loading to the port of
B/L destination.
5. Letter of E. Issued by the forwarder to the shipper to certify the shipper’s obligations to carry

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indemnity the goods to destination nominated by the shipper

6. B/L to a named F. Used for charter party

person
7. Bill of lading to G- This means that the shipping company confirms having received the goods for
order shipment by the vessel mentioned in the B/L.
- It does not provide as good a guarantee as the "shipped on board B/L" to the
consignee.
8. B/L to bearer H. It is issued by a carrier or MTO (Multimodal Transportation Operator)
- This is a door-to-door B/L.
- It is used for transportation by containers, mostly used for FCL (Full Container
Load) shipments.
- The carrier assumes full responsibility for any damage or loss
9. Direct B/L I. The carrier has some doubt on the condition of the goods and make reservation on
B/L in order to protect himself from any claim.
10. Through B/L J. Issued by the forwarder to the shipper of LCL used both in airfreight and sea-
freight
11. Combined K. This is not commonly used in business transactions. A B/L can be to bearer if:
Transport B/L - it is expressly stated so in the documents
- it is made out “to order” of a beneficiary without any mention of a consignee or
beneficiary.
12. House B/L L. The separate stages would be performed by different carriers by a process of
trans-shipment,
Characteristics: it contains a clause giving the carrier the right to trans-ship the
cargo. It contains a statement that the cargo will be trans-shipped at a particular port,
13. Charter Party N. - Name and address of the consignee are given so that the goods can be delivered
B/L only to the named person.
- It is not commonly used in commercial deals.
14. Forwarder’s O. It is a shipper’s commitment to indemnify the carrier against all consequences
Certificate of arising out of the issue of a "claused bill of lading" in order to obtain a “Clean B/L”
Transport (FCT)

Practice 2 Use the words in the box to complete the clauses of a Bill of Lading below
(1) Delivery
authority, demand , disposal, entitled, handed, liability, regulation, store
Goods shall be deemed to be delivered when they have been 1______________over or placed at the
2______________of the Consignee or his agent in accordance with this FBL, or when the goods have been
handed over to any 3______________or other party to whom, pursuant to the law or
4______________applicable at the place of delivery, the goods muss be handed over, or such other place at
which the Freight Forwarder is 5______________to call upon the Merchant to take delivery.
The Freight Forwarder shall also be, entitled to 6______________the goods at the sole risk of the Merchant,
and the Freight Forwarder's 7______________shall cease, and the cost of such storage shall be paid, upon
8______________, by the Merchant to the Freight Forwarder.

(2) Limitation of Freight Forwarder's Liability

accepted, ad valorem , equivalent, gross, inclusive, liable, limit, nature

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Subject to the provisions of subclauses 8.4. to 8.9 1______________, the Freight Forwarder shall in no event
be or become 2______________for any loss of or damage to the goods in an amount exceeding the
3______________ of 666.67 SDR per package or unit or 2 SDR per kilogramme of
4______________weight of the goods lost or damaged, whichever is the higher, unless the
5______________ and value of the goods shall have been declared by the Consignor and 6______________
by the Freight Forwarder before the goods have been taken in his charge, or the 7______________freight
rate paid, and such value is stated in the FBL by him, then such declared value shall be the 8_____________.

Practice 3 Study the case below and answer the questions

Pacific Exports is a new company founded in Verbena to export textiles. The company anticipates sales of
about $500,000 during its first year of operations, with most orders between $1,000 and $30,000. Since
Verbena is an island, consignments of goods always travel by ship. The company wants advice on the best
kind of insurance for its CIF contracts.
What would you recommend among the choices below? In each case be ready to give your reasons.
1. A. Tailor-made policies B. Floating policy C Open cover
______________________________________________________________________________________
______________________________________________________________________________________
2. A Valued policy B Unvalued policy
______________________________________________________________________________________
______________________________________________________________________________________
3. A Voyage policy B Time policy C Time and voyage policy
______________________________________________________________________________________
______________________________________________________________________________________
4. A Cargo Clause A B Cargo Clause B C Cargo Clause C
______________________________________________________________________________________
______________________________________________________________________________________
5. A Institute War Clauses B YES C NO, DEPENDS ON…
______________________________________________________________________________________
______________________________________________________________________________________
6. A institute Strikes Clauses B YES C No, DEPENDS ON…
______________________________________________________________________________________
______________________________________________________________________________________

Practice 4 English –Vietnamese translation

1. For large pieces which may be shipped on deck and the inflammable and dangerous Goods, the Seller
shall be responsible for their proper packing and take protective measures as stipulated in Appendix 1.
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
2. To ensure correct erection of the Contract Equipment, the loose accessories in packages shall be labeled in
English by the Seller, note clearly name of main equipment, accessories, marks and their position in
assembling drawing, enable the Buyer to identify the accessories, on the assembling drawing.
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________

14
3. The responsibility of the Freight Forwarder for the goods under these conditions covers the period from
the time the Freight Forwarder has taken the goods in his charge to the time of their delivery.
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
4. The Freight Forwarder shall be liable for loss of or damage to the goods as well as for delay in delivery if
the occurrence which caused the loss, damage or delay in delivery took place while the goods were in his
charge as defined in Clause 2.1, unless the Freight Forwarder proves that no fault or neglect of his own has
caused or contributed to such loss, damage or delay.
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
5. If the goods have not been delivered within ninety consecutive days following such date of delivery as
determined in Clause 6.3., the Merchant may, in the absence of evidence to the contrary, treat the goods as
lost.
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________

Practice 5 Vietnamese-English translation

1. Người bán sẽ cho đóng gói hàng tùy theo hình dáng và các đặc điểm khác nhau của hàng và sẽ thực hiện
các biện pháp bảo vệ cho hàng khỏi bị ẩm, mưa, han rỉ, ăn mòn và va chạm.
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
2. Hàng hoá sẽ được đóng trong các bao bì tốt dể đảm bảo an toàn khi chuyên chở trên biển và đất liền và
đảm bảo lưu kho một năm tại hiện trường mà không bị han rỉ hay hư hỏng theo khuyến nghị của người bán.
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
3. Trường hợp xảy ra tổn thất hay thiệt hại đối với hàng hóa trong một chặng chuyên chở cụ thể trong quá
trình vận tải đa phương thức, bên Giao nhận được giới hạn trách nhiệm đối với tổn thất hay thiệt hại đó theo
quy định của hiệp ước hay luật quốc gia thẩm quyền.
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
4. Trừ khi Bên Gửi Hàng đã công bố bản chất và trị giá hàng gửi và được qui định trên vận đơn này, và cước
phí đã chi trả, thì trách nhiệm của bên Giao nhận, khi áp dụng, sẽ không vượt quá US$500 một kiện hoặc,
trường hợp hàng không gửi theo kiện, tính theo đơn vị cước phí tập quán.
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
15
5. Nếu Bên Giao nhận chịu trách nhiệm về thiệt hại sau khi hàng chậm giao, hoặc về các thiệt hại hay tổn
thất phát sinh, không phải là những tổn thất hay thiệt hại đối với hàng hóa, trách nhiệm của Bên Giao nhận
sẽ giới hạn ở khoản tiền không vượt quá mức gấp hai lần cước phí theo hợp đồng vận chuyển đa phương
thức cho việc vận tải đa phương thức theo vận đơn này.
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________

16
Unit 19 INCOTERMS 2020
1. Transfer of risk and cost
Term Transfer of risk Transfer of cost Method of Type of Notes
type transport cargo
EXW

FCA

CPT

CIP

DAP

DPU

DDP
FAS

FOB

10. CFR

11. CIF

17
 2. Allocation of costs
Term Carriage Loading Main Unloading Insurance Export Import
type contract cost carriage/ cost at clearance clearance
at origin freight destination
EXW

FCA

CPT

CIP

DAP

DPU

DDP

FAS

FOB

CFR

CIF

18
3. The uses of each group

Group E: E-term – 01 Term: EXW

- The level of risk for the seller is at its _______________
- The seller only makes the goods available to the buyer at the seller’s own _______________.
- It could be used when the seller does not wish to assume any obligation with respect to the
_______________ of goods.
- The buyer should take into account of the possibilities of _______________ of exportation, quota,
regulations on imports and exports in the seller’s country, otherwise, the goods cannot be _______________.
- If the buyer wishes to avoid the obligation of _______________, the stipulation “EXW, Saigon port,
Incoterms 2020. The Seller shall be liable for the goods clearance for export” should be added in their sale
contract.

Group F: F-terms: 03 terms: FCA, FAS and FOB

- _______________ not paid by seller
- The seller is responsible to deliver the goods to a carrier named by the _______________.
- The buyer is responsible for _______________ and pay associated _______________.
- The "named place” or “named port of shipment" is _______________ to the seller.
- If the seller cannot obtain the full set of shipping documents from the carrier, he should get any documents
_______________ that the goods are shipped to the carrier.
- Under F Terms, and under FCA unless otherwise agreed, the seller arranges and pays for the
_______________ in the country of export

Notification of delivery:
- The buyer should notify the seller of the time and place of delivery, the weight or quantity (in case of
_______________ at buyer’s option) in a timely manner in order to facilitate the process of delivery by the
seller.
- If tolerance is at the seller’s option, notification of weight or quantity to the buyer is essential so that the
buyer can arrange _______________ in a timely manner.

Group C:
“C-terms”: 04 terms: (CFR, CIF, CPT and CIP)
- The seller is responsible for contracting for carriage and paying for _______________ of the goods, but not
responsible for additional costs or risk of loss or damage to the goods after shipment and dispatch
- C-terms evidence _______________ contracts.
- C-terms are of the _______________ as F-terms in that the seller fulfils the contract in the country of
shipment.
- The essence of the C-terms is the seller is relieved of any further risk and cost after he has duly fulfilled his
contract by contracting for carriage and handing over the goods to the carrier and by providing for
_______________ under the CIF and CIP terms.
- Under CIF and CIP, the seller is obliged to take out insurance under _______________ i.e. Clause C

Group D: “D-terms”: 03 terms (DAT, DPU and DDP)

- The seller is responsible for all costs and risks associated with bringing the goods to the _______________.
- D- terms evidence _______________contracts.

19
- Except “DDP”, the seller does not have to _______________ in the country of destination.
- D-terms are used if the buyer does not wish to bear risks and costs associated with the goods in the process
of bringing the goods to _______________.

Practice 1. Complete the table below by inserting the party (Seller or Buyer)

GROUP Pre- Terminal Export Main Terminal Import On-

carriage handling clearance Carriage handling clearance carriage
charge charge
(THC) at (THC) at
origin destination
E
F
C
D

Practice 2. Read the followings and choose the best answer in accordance with Incoterms 2020
1. Incoterms 2020 is _____________issued by ICC for interpretation of most commonly used trade terms in
foreign trade.
A. legal stipulations, which must be applied in a sale contract.
B. a set of rules, which is an optional use by parties to a sale contract.
C. a set of legal standard stipulations.
D. all are wrong
2. The purpose of Incoterms is to __________________
A. make clear about the responsibilities of sellers and buyers, transfer of risk and cost of the goods from
sellers to buyers.
B. help the parties to a sale contract to avoid unnecessary conflicts, disputes, litigations during their contract
performance.
C. A&B are wrong. D. A&B are correct.
3. Incoterms can be applied in_________________
A. international contracts only B. domestic contracts only
C. both international and domestic contracts D. all are wrong
4. Incoterms does not cover the transaction of…
A. invisible goods B. software C. technology transfer D. All of these
5. Incoterms does not refer to the obligations of the parties in_________________
A. making delivery of the goods. B. packing and marking
C. transfer of ownership D. obtaining insurance
6. In terms of means of transportation, Incoterms is divided into_____________
A. 5 groups B. 4 groups C. 3 groups D. 2 groups
7. In terms of liabilities for risks and costs, Incoterms 2020 is divided into___________
A. 5 groups B. 4 groups C. 3 groups D. 2 groups
8. If the seller supplies the goods under D group, he should stipulate the clauses of Force Majeure or total
liabilities to exempt him from liabilities for damage, loss or compensation caused by the events beyond his
control.
A. True B. False

20
9. If a buyer purchases the goods under EXW, he should incorporate the clause of termination of contract in
case he cannot clear the goods for export in the seller’s country.
A. True B. False
10. In the event of buying the goods under E, F groups, in order to make the goods safe in transit, a buyer
should add more obligations of the seller in packing and marking for the goods in conformity with the types
of the vehicles or vessels he arranges.
A. True B. False
11. If contracts are concluded under CFR or CPT terms, sellers should stipulate expressly the types of the
means of transportation to avoid any damage or loss of the goods in transit.
A. True B. False
12. If contracts are concluded under CIP or CIF terms, unless otherwise stated by buyers, seller’s obligation
is to obtain insurance for the goods under ____________
A. clause A B. clause B C. clause C D. clause D
13. If contracts are concluded under CIP or CIF terms, buyers should stipulate expressly the insurance
clause, such as name of insurer, types of cover… to protect his rights.
A. True B. False
14. If a contract is concluded under C terms, it is considered as _____________
A. a shipment contract B. an arrival contract
C. a destination contract D. None of these
15. Which of the following stipulations is (are) incorrect?
A. Delivery shall be made C&F Incoterms 2020
B. Price is understood CIF landed, Incoterms 2020.
C. Delivery shall be made FOB under the tackle, Incoterms 2020.
D. All of these.
16. Which of the following stipulations is correct?
A. Delivery shall be made FOB stowed, Incoterms 2020.
B. Delivery shall be made DAT Hongkong port, subject to Incoterms 2020.
C. Delivery shall be made FOB, Khanh Hoi port, subject to Incoterms.
D. Delivery shall be made CNF, Thu Duc Terminal, Hochiminh City, Incoterms.

Practice 3. Read the usage of 11 Rules in Incoterms 2020 and decide if the following statements are
True or False
EXW
1) It is more suitable for domestic use.
2) Under EXW rule, the Seller’s liability is the maximum.
3) Seller is responsible for loading goods onto a collecting vehicle.
4) Export Clearance fees are for Seller’s account
5) If Seller is unfamiliar to exporting business, it is advisable not to use EXW Rule.
6) Risk to and cost of the goods will pass from seller to buyer when goods are placed at the disposal of the
Buyer at the agreed point.
7) Under this rule, goods can be transported by any mode.
FCA
1) Loading cost at origin is for seller’s liability and account.
2) Export clearance is for Buyer’s account
3) Buyer is responsible for main carriage
4) In any case, delivery is deemed to have been complete when goods are loaded onto the arriving vehicle.
5. Seller is obliged to give notice to the buyer when delivery is completed.
21
6) If the carrier does not take delivery, the Buyer bears all risks of loss of or damage to the goods.
7) This rule can be used for all modes of transport.
CPT
1) Under this rule, the seller fulfils its obligation to deliver when when the goods reach the place of
destination.
2) Under this rule, risk passes and costs are transferred at the same place.
3) CPT requires the Seller to arrange transportation.
4) This rule is used irrespective of modes of transport.
5. The cost of loading at origin is for the Buyer’s account.
6. The cost of unloading at destination is for the Seller’s account
7. CPT is often used with Combined Bill of Lading.
CIP
1) CIP is the same as CPT in nature except under CIP, the Seller has an obligation to obtain insurance for the
Buyer.
2) Under this rule, if the buyer does not wish to have more insurance protection, seller is required to obtain
insurance only on minimum cover, i.e Clause C
3) The insurance shall cover the price provided in the contract plus 10% (i.e., 110%) and shall be in the
currency of the contract.
4. The Seller is advised to supply the goods under this rule because he will find no risk of the carrier’s failure
to take delivery of the goods.
DAT
1) "Terminal" includes any place, whether covered or not, such as a quay, warehouse, container yard or road,
rail or air cargo terminal.
2) Unloading cost at terminal is for the Seller’s account.
3. Delivery is completed only when the goods have been unloaded from the arriving means of transport and
have been placed the disposal of the buyer at the named terminal.
4. DAT is used for transportation by sea only.
DAP
1) Unloading cost at the named place of destination is for seller’s account.
2) If a contract of carriage requires the seller to bear unloading cost at destination, the seller is not entitled to
recover such costs from the buyer unless otherwise agreed between the parties.
3) DAP requires the Seller to pay import duties.
4) Under this rule, the seller is responsible for contracting for the carriage of the goods to the named place of
destination.
DDP
1) DDP represents the maximum obligation for the seller.
2) DDP is the only rule in Incoterms 2020 which requires the Seller to make import clearance for the goods.
3) If the parties wish the buyer to bear all risks and costs of import clearance, the DAP rule should be used.
4) The Seller is obliged to the Buyer to make an insurance contract.
5. This rule is used only when the buyer is unfamiliar to import business.

FAS
1) FAS means that the seller delivers when the goods are placed alongside any mode of transportation.
2) This rule should be used only for bulk commodity, not for containerized goods.
3) Under this rule, the Buyer is obliged to contract for carriage of the goods
4) The cost of loading at origin is for the Seller’s account.
5. The buyer must give the seller sufficient notice of the particulars of the vessel within the agreed time.
22
FOB
1) Under this rule, delivery is complete when the seller has delivered the goods by placing them on board the
vessel nominated by the buyer at the loading point.
2) FOB should be used only for containerized goods only.
3) The trimming and stowage costs on the vessel at the port of shipment are for the Seller’s account.
4) If the vessel nominated by the buyer fails to arrive on time and is unable to take the goods, any additional
costs arising therefrom shall be for the Buyer’s account.
5. The buyer must give the seller sufficient notice of the vessel name, loading point and, where necessary,
the selected delivery time within the agreed period.
CFR
1) The point of delivery under CFR is the same as FOB.
2) Under this rule, Risk and costs are transferred from the seller to the buyer at destination.
3) If the goods are containerized, it is not advisable for the parties to use this rule.
CIF
1) CIF and CFR are of the same nature except that under CIF rule, the Seller is obliged to the buyer to make
an insurance contract.
2) Under this rule, the Buyer should demand that insurance shall be contracted with underwriters or an
insurance company of good repute.

Practice 4. Compare FOB and FCA rules in Incoterms® 2020

Similarities:
- Seller is responsible for:
_______________________________________________________________________________________
_______________________________________________________________________________________
__
_______________________________________________________________________________________
_
- Seller is not responsible for:
_______________________________________________________________________________________
_______________________________________________________________________________________
__
_______________________________________________________________________________________
_
- Buyer is responsible for:
_______________________________________________________________________________________
_______________________________________________________________________________________
__
_______________________________________________________________________________________
_______________________________________________________________________________________
__
_______________________________________________________________________________________
_______________________________________________________________________________________
__
_______________________________________________________________________________________
_______________________________________________________________________________________
__

23
Differences:
FOB FCA
1 Mean of
transportation

2 Point of cost
transfer

3 Point of risk
transfer

4 Type of cargo
5 Loading cost At seller’s premises:
at origin
At another named place:

Practice 5. Write down the correct rules for the definitions below, subject to Incoterms 2020

1. The seller is responsible for all costs associated with delivering the goods, excluding import duties, to the
named point or place of destination at the country of importation. Risks transfer from the seller to the buyer
when goods are placed on the arriving means of transport at the buyer’s country. _________________
2. The seller delivers the goods, export cleared, close to the side a vessel, and does not bear risk or costs once
the goods have been handed over._________________
3. The seller is responsible for contracting and paying for main carriage, insurance excluded, and risk of loss
or damage to the goods once will pass to the buyer when the goods are shipped to the first carrier.
_________________
4. The seller is responsible for all costs and risks associated with delivering the goods to the wharf at the
named port of destination. _________________
5. The seller is responsible for main carriage by sea, insurance excluded, but not responsible for additional
costs or risk of loss or damage to the goods once they have been delivered on board the vessel at the port of
shipment. _________________
6. A seller is responsible for export clearance, obtaining insurance for his buyer, contracting for main
carriage and paying associated costs for bringing the goods to a named place at buyer’s country. Risk
transfers to the buyer when goods are delivered to the first carrier. _________________
7. A seller is responsible to make export and import clearance, contract for main carriage and pay all
associated costs for bringing the goods to a named placed at the buyer’s country. _______________
8. A buyer is responsible contract for main carriage, make import and export clearance, bear all risks once
the goods are available for loading onto a vehicle at his seller’s premises. _______________
9. A seller is responsible to make delivery at a named container yard in his country. Risks and costs transfer
from the seller to his buyer when the goods are delivered to the first carrier nominated by the buyer .
________________

24
10. A seller is responsible to deliver the bulk goods on board the vessel at the port of shipment, pay
insurance and main carriage for bringing the goods to the port of discharge.
________________

Practice 6. Specify the obligations of the party (Seller/Buyer or No party) under Incoterms 2020 to pay
for the costs of the rules below: (The first row has been done as example)

Obligations \ RULE FCA CIP DAP FOB

Contract for main carriage Buyer Seller Seller Buyer
Freight Forwarder 1 6 11 16
Documentation Fees
Origin Terminal Charges 2 7 12 17
Vessel Loading Charges 3 8 13 18
Destination Terminal Handling Charges if 4 9 14 19
contract of carriage excludes this charge
Insurance 5 10 15 20

Practice7. Choose the appropriate rule under Incoterms 2020 used in the following transactions
- Exporter: in HCM City, Vietnam
- Importer: in Osaka, Japan
- Commodity: Rice
- Quantity: 10,000 MT
- Destination: Osaka, Japan.

Select the most suitable term under Incoterms 2020 in the following cases:
Case 1:
- Seller is responsible for export clearance, arranging transportation methods, payment for main carriage,
insurance.
- Point of delivery: when the goods are delivered to the first carrier in Vietnam.
Your answer: _____________________________________________
Case 2:
- Seller is responsible for export clearance, arranging transportation methods, payment for main carriage,
insurance.
- Point of delivery: when the goods are available on the arriving means of transport at destination.
Your answer: _____________________________________________
Case 3:
- Seller is responsible for export clearance, arranging the vessel on behalf of the buyer.
- Buyer pays main carriage at destination, and insurance.
- Point of delivery: when the goods are placed on board the vessel at Saigon port.
Your answer: _____________________________________________

Practice 8. Consider the case below and answer the questions:

ABC Co. Ltd (Vietnam), a seller, signed a contract of rice, with a buyer , XYZ Co., Ltd. (Singapore). The
quantity is 10,000 MT, the price is USD350/ MT FOB Saigon port, Vietnam (Incoterms 2020). Port of
loading: Saigon port. Payment is made by L/C at sight.
1. When does risk pass from the seller to the buyer?

25
Your answer: _______________________________________________________________
2. Who is responsible for obtaining insurance for the goods?
Your answer: __________________________________________
3. When the goods are delivered to the carrier at the port of Saigon, is the title (onwership) to the goods
transferred from the seller to the buyer at this point? Why or why not?
Your answer: _______________________________________________________________
___________________________________________________________________________

Practice 9. Consider the case below and answer the questions:

An seller from the USA, supplies a shipment of packing equipment to a buyer in Hochiminh City, under CIF
rule (Incoterms 2020). The port of loading: South Lusiana, USA, the port of discharge: Saigon, Vietnam.
Answer the following questions:
1. What is the point of risk transfer from the seller to the buyer?
Your answer: __________________________________________
2. Which is the place named after CIF rule?
Your answer: __________________________________________
3. Which party is responsible for obtaining insurance? And under which clause?
Your answer: __________________________________________
_______________________________________________________________________________________
_______________________________________________________________________________________
__
_______________________________________________________________________________________
_______________________________________________________________________________________
__
4. Who is insured?
Your answer: __________________________________________
5. Which party is responsible for claiming for insurance if loss or damage to the goods arises in transit?
Your answer: __________________________________________
6. Which party is responsible for export clearance?
Your answer: __________________________________________
7. Which party is responsible for import clearance?
Your answer: __________________________________________
8. Which party is responsible for carriage?
Your answer: __________________________________________
9. Who is responsible for obtaining Bill of Lading from a carrier?
Your answer: __________________________________________
10. Which party must pay for carriage?
Your answer: __________________________________________

26
27