Generally, the parties to a contract fail to choose the applicable law to that contract.

This fact may pose problems when disputes arise. Thus the court that hears the dispute must know which the applicable law to that specific contract is. If the parties have failed to choose it, the court must determine the applicable law using subsidiary conflict principles. The subsidiary conflict principles are divided in two categories as follows: Subsidiary conflict principles that are legal (they are provided by the law), for example the Romanian system of law. The Romanian system of law is harmonised with the provisions of the 1980s Rome convention on the applicable law to the contract concluded between EU member states. Therefore, if the countries did not choose the applicable law to the contract, it shall be regulated by the law of the country with which it is most closely connected. The Romanian legislator considers that a contract is most closely connected with the country where the party who undertakes the performance that is characteristic of the contract has his residence or its headquarters. If the characteristic performance cannot be determined or place of residence or headquarters is not known, the contract is regulated by the law of the country where the place of conclusion of the contract is situated. This law is called LEX LOCI CONTRACTUS. Subsidiary conflict principles that are established by the practice, which are used mainly in Anglo-Saxon systems of law. Thus, in the silence of the parties the applicable law to the contract is LEX LOCIS EXECUTIONES, meaning the law of the country where the contract is performed. The solution is based on the idea that the performance of the contract is the consideration, the goal of both parties to that contract. If the performance of the contract is successive, the contract is regulated by the law of the place of the main performance. If the place of main performance of the place of performance is not known, the contract is regulated by the law of the place of conclusion.

The Payment in International Trade Contracts Due to the large amounts of money which are involved within international trade it was necessary to find some means of payment in order to avoid the actual transfer of cash. Among these means of payment the most important are the bill of exchange, the promissory note and the cheque. The bill of exchange and the promissory note are in the same time means of payment and negotiable instruments. Due to their importance and utility, the states had concluded international conventions in order to regulate the means of payment within international trade, the most important being the 1930 and 1931 Geneva Convention on the uniform law concerning the bill of exchange, the promissory note and the cheque. The negotiable instruments are documents that incorporate some rights in the benefit of their holder. The features of the negotiable instruments are as follows: They are formal documents because the right they incorporate lasts as long as the document (paper) lasts. The right they incorporate appears directly from the document itself so the right is paper-related. They are literal documents because the actual extent of the right depends on the words stated by the instrument. Thus, if there is a discrepancy between the sum expressed in words and the sum expressed in figures, the sum payable by the instrument is the sum expressed in words. They are autonomous. Thus, each mention of signature put on the document and even on the back creates an autonomous right, different from the prior juridical relation. They have an independent existence from the commercial transaction in respect of which the document was granted. Within the category of negotiable instruments the bill of exchange and the promissory note are credit instruments because they incorporate a debt right (the right according to which the active subject has the right to ask the passive subject to give, to do or not to do something). The bill of exchange

The bill of exchange represents the unconditional order to pay at a fixed future time a certain sum of money to the beneficiary or to his order. The order to pay is given by a person who is called the drawer of the bill. The order is addressed to a person called the drawee. The beneficiary of the bill is called the payee. The bill of exchange must provide the following elements under the sanction of its nullity: 1) The words bill of exchange as a heading in the language used for the drawing up of the instrument. For example: bill of exchange (English), cambie (Romanian), trata (Italian), lettre de change (French) 2) The name of the drawer 3) The place where the bill of exchange is drawed 4) The date when the bill of exchange is drawed 5) The signature of the drawer 6) The name of the drawee 7) The place of payment of the bill 8) The sum payable by the bill 9) The maturity of the bill (the time of payment) 10) The name of the payee Concerning these compulsory elements, the Romanian law provides the following exceptions: If the place where the bill is drawn is not mentioned by the instrument, the law If the place of payment is not mentioned the law considers that the place of If the bill of exchange does not mention the time of payment, the law considers considers that the bill was drawn at the place indicated next to the name of the drawer payment is the place indicated next to the name of the drawer that the bill of exchange is payable at site upon presentment or at the fixed period of time, after the date of presentment, but no later than one year after the date it was drawn. The acceptance of the bill of exchange The bill of exchange includes two juridical elements as follows: 1. A visible juridical relation between the drawer as a debtor and the payee as a creditor 2. A hidden juridical relation between the drawer as a creditor and the drawee as a debtor

Therefore there is no juridical relation between the drawee and the payee. In order for the drawee to pay the sum of money to the payee, the drawee must be informed by means of the procedure of presentment for acceptance. Thus, the holder of the bill presents it to the drawee. The drawee becomes the acceptor when he expressly confirms in writing on the document that he will pay the bill of exchange. A bill of exchange payable at site must always be presented for acceptance. Concerning the bill of exchange that is payable on a fixed date, the drawer may provide that the payee is not bound to present it for acceptance by mentioning on the document the words no expenses or no acceptance. In the Anglo-Saxon systems of law the presentment for acceptance is compulsory only for the bill of exchange which is paid in another state than the state when it was drawn. In the Romanian system of law and generally in continental systems of law the drawee may act as follows: - He may accept the bill of exchange by writing on the document the word accepted, the date and his signature - He may observe that he has to pay only a part of the sum and therefore he will write the sum, the word accepted, the date and his signature - He may refuse to accept the deal because ha has already paid the sum that he owed to the drawer If the acceptance is partial or the bill of exchange is not accepted, the payee must draw a protest of non-acceptance in authentic form. The protest of non-acceptance allows the payee to claim payment from the drawer or the guarantors. The payment of the bill of exchange The presentment for payment must be made on one of the two business days which follow the date of maturity of the bill of exchange. If the bill of exchange is payable at site it must be presented for payment within a specified period of time from the day of presentment for acceptance. In the continental systems of law the drawee may act as follows: - He may pay the sum and keep the document. - He may make a partial payment and therefore he writes on the document the words paid for the sum of the date and his signature

- He may refuse the payment In the continental systems of law the payment by instalments at successive dates is not allowed. If the payment is partial or is refused, the payee must draw a protest of non-payment in authentic form. The protest of non-payment allows the payee to claim payment from the drawer or the guarantors. In the Anglo-Saxon systems of law the partial payment is not allowed but the payment by instalments at successive dates is allowed. The transfer of the bill of exchange The transfer of the bill of exchange is made by endorsement. Endorsement represents the juridical relation between the payee of the bill, who is called endorser and the person who acquires the bill, who is called endorsee, by which the endorser transfers the bill of exchange to the endorsee. Therefore, the endorsee is going to receive the payment. The endorsement must be written on the back of the document and must contain the following elements: The name of the endorsee The place where the endorsement is made The signature of the endorser The date of the endorsement The payment of the bill of exchange may be guaranteed in the continental systems of law; the guarantee of the bill of exchange is called aval. In the Anglo-Saxon systems of law the guarantee of the bill of exchange meaning the aval is not recognised by the law. The guarantee must be written on the front of the bill of exchange. It represents the juridical relation between the guarantor and the person for whom he has become a guarantor by which the guarantor undertakes to pay the bill of exchange. The guarantor is bound in the same way as the person for whom the guarantee is given. The guarantee is expressed by the words guaranteed for goods as aval. The guarantor must write on the document the name of the person for whom it has become guarantor, the place where the guarantee is give, the date and his signature. If the person for whom he has become guarantor is not specified, the law considers that the guarantee is given for the account of the drawer.