PRESENTATION SCRIPT

1. Part 1: Introduction about sale contract

A sale contract comprises three parts:

 The first part includes basic information about the seller, the buyer and
related-parties, which are:
 The title: “Contract” or “Sale contract”
 The contract’s number and sign
 The contract’s signing date
 The information of the seller and the buyer
 The second part is the most important part in a contract which clarifies the
information of goods and bilateral agrrement, including:
 Information of goods: Price, Quantity and Quality, Packaging modality,...
 Delivery time and place
 Payment method
 The terms about: Warranty, Insurance, Claim, Arbitration, “Force
Majeure” situation, and clause violation.
 Other regulations beyond mentioned terms.
 The third part represents common terms of the contract
 The contract’s quantity of copies
 The contract’s validity
 The related-parties’ signature, name and position.
2. Part 2: Notes in the sale contract (Base on the
contract our team chose)
2.1 Notes about the first part

In order to have the right international contract of sale of goods, related-parties

must meet the requirements outlined in the 1964 Hague Convention and CISG
1980.

 The signatories are parties whose headquarter is in different countries.

 Goods has to be shipped and shipped from one country to another country.

 Therefore, the nationality of the parties stands little importance in

determining the foreign elements of the contract.
Question 1: Besides nationality, which is used to determine the foreign elements of
the contract?
 Answer: The location of the parties, which are in different countries.
 
*In this contract: The seller is THUAN PHAT INDUSRIAL WOOD JSC
headquartered in HANOI and the buyer is E&V INTERNATIONAL LTD
headquartered in HONGKONG. The delivery location is MECCA MFG
headquartered in PHILIPPINES. The requirements for this contract to become a
contract for the international sale of goods, Specifically is a contract to export
goods.
 Information of the related-parties, the time of signing the contract must be
absolutely accurate.
Question 2: Name some of the information of goods that need to be clarified in the
export contract?
2.2 Information of goods
The contract must clarify the name, quantity, quality, price and packaging
modality of goods.

2.2.1 Name of goods

The goods’ name is one of the important and indispensable conditions to

determine the specific object of the contract. There are many ways to specify the
name of goods, including: Common name, trade name, scientific name.
*In this contract the name of the goods is shown as Plywood, using the common
commercial name.

2.2.2  Quantity of goods

When stipulating the quantity, the contracting parties should note in prior is that
there must be an agreement on the unit of quantity of the goods. This is due to the
fact that people apply many different types of measurement systems such as units of
length, units of area in international business.

Terms of quantity

 Unit:
 Metric system: mm, cm, m2, g, kg, ...
 English-American system of measurement: inch, foot, grain, short ton, ...
  Method
 Seller and buyer specify the quantity of goods to be traded.
 The seller and the buyer stipulate an estimate of the quantity of goods to
be transacted: Allowing the forwarders to receive within a certain
difference, which is called “tolerances” in foreign trade contracts.

For example: about, approximately, more or less, …

 Method of determining weight:

 Gross weight
 Net weight Net
 Commercial weight: Applicable to items that are easily hygroscopic
 Theoretical volume: determine the volume based on the standardization
of the goods

=>Đưa lên slide cho vui 

*In this contract, Plywood dimension is represented in mm. The quantity is
calculated in slabs.

2.2.3 Quality of goods

 There are numerous ways to specify quality and quality in a contract base on
the standard, the sample, and the description...
 Legally, the key point to be noted while drafting the quality clause is: the
regulation on quality control at the arrival and departure terminals.

2.2.4  Price and total value of goods

 Specify the unit price according to the selected commercial terms and the total
payment amount of the contract.

 The two parties must agree on a common currency to be used to pay the
contract, which can be the currency of the exporting, importing or third
country.
 Depending on the type of goods, trading practices, purchasing power of
money and intentions of the parties.
 Price and Incoterms

 In the contract, it is necessary to specify the commercial terms as the basis

for determining the costs related to the goods. For example in this
contract the total order value is $22,014 calculated on CFR (Cost and
freight) terms.
 It is very important to agree on the method of pricing at the same time. There
are some common methods of pricing as follows:

 Fixed price
 Flexible price
 Price after signing a contract
 Mobile price

*In this contract, the pricing method used is Fixed price.

2.2.5  Packing and marking

There are also regulations on Packing and marking depending on the nature of
the goods and the regulations on packing such goods. People can refer to the
methods as shown on the screen.
Packing and Marking: packaging specifications and trademarks

Packaging terms

 Methods of regulating quality of packaging

 Specific requirements about material, form, size, and straps of packaging
 General requirements: Stipulating that the quality of packaging must be
suitable for a certain mode of transport

 Method of providing packaging

 The seller provides the packaging, concurrently with the delivery of the
goods to the buyer
 The seller pays for packaging in advance in order to pack the goods and
receive back after the buyer has the goods.
 The seller requires the buyer to send the packaging first for packaging,
then deliver the goods

(Included in the slide, not shown).

Question 3: Name some of the packing lables (Packing icons) that you know?
Answer: Handle with care, This side up, Fragile, Keep away from heat,
flammable, .....

2.2.6 Transportation time

Note about the time zone difference between countries and regions
ETD: Estimated time of Departure = Estimated delivery date = Estimated delivery
date

ETA: Estimated time of Arrival = Estimated arrival date = The specified date of
arrival. 
 Choosing between ETD and ETA => Depends on the nature of the goods, the
urgency of the goods and the negotiation between the two parties.

2.2.7 Port of departure and port of destination

It is necessary to determine the point of delivery of goods prescribed in the article

35 of the 2005 Commercial Law. Specifically, the Article 35 of the 2005
Commercial Law prescribes the information as shown on the screen.

According to the provisions of Article 35 of the Commercial Law 2005.

Determining the exact point of delivery and receipt:

The parties can agree on the place of delivery of goods. At the same time, the seller
is obliged to deliver the goods to the agreed place. On the other hand, if there is no
agreement on the place of delivery, the place of delivery is determined as follows:

 In case goods are objects attached to land, the seller must deliver the
goods at the place where such goods are located.
 Where the contract contains provisions on the carriage of goods, the
seller is obliged to deliver the goods to the first carrier.
  If the contract does not provide for the transportation of goods, if at the
time of entering into the contract, the parties know the location of the
warehouse, the place of loading or the place of production or
manufacture of the goods, the seller shall must deliver at that location.
 In other cases, the seller must deliver the goods at the seller's place of
business, if there is no place of business, the goods must be delivered at
the place of residence of the seller determined at the time of entering into
the contract of sale. .
(Included in the slide, not shown).

*In this example contract, the port of departure is identified as Hai Phong port
of Vietnam and the port of destination is Subic Bay, Philippines.

2.2.8  Tolerances

 It is important to note the price of the quantity tolerance:

 It is also agreed to specify the item price of the quantity tolerance so that
either party cannot take advantage of fluctuations in market prices. school for
their own benefit. Price regulations also have 3 ways:
 Tolerance price calculated according to contract price
 Tolerance price at market price
 Split for both sides

 A clear distinction should be made between Tolerances and Natural Loss,

which can be stated in the contract:
  “Quantity at loading port is final quantity.”
 Or write: “Shortage of 2% of weight is acceptable.”

*Tolerance for this contract is +/- 10% for Transhipment value and quantity.

2.2.9  Transhipment

It should be noted whether or not the goods is allowed for transshipment so that
appropriate transportation can be planned.

2.2.10 Payment Method

The popular payment methods and their notes:

 Money transfer

 Currently, there are two main forms of direct money transfer: Payment
before delivery and payment after receiving goods. Therefore, to avoid
confusion, the contract should clearly stipulate that the form is T/TR
(Money transfer before delivery), or T/T (Money transfer after receiving
goods).
 In addition, in the "Notes" box in the contract, when making customs
declarations, the payment method of money transfer before delivery
should be "KC" (According to the provisions of circulars 38 and 39 on
customs procedures). customs clearance).

 Collection of payment

The form of collection payment required in the contract must clearly specify
what type of collection it is, including: Collection accepting payment for delivery of
documents (D/A), collection for payment of receipts from (D/P), thanks to smooth
receiver (CC). 

 Letter of Credit

 Check the accuracy of the document must match the letter of credit.
 The bank only checks the documents, not the goods, so the goods may still
not be of the right quality.
 Buyers still have to deposit an amount (even 100% of the contract value).
 In the "Notes" section of the contract, it must clearly state that the parties
must comply with the agreed regulations, terms and agreements.
Question 4: Do all of these payment methods require the intermidary bank?
Answer: No, except for T/T, the other methods such as D/P, D/A and L/C
require the intermidary bank. However, in some cases, T/T also require the
intermidary bank according to the negotiation of the seller and the buyer.

2.2.11      Referee

 According to Clause 1, Article 16 of the Law on Commercial Arbitration

2010, the arbitration agreement is not required to be an existing clause in the
contract, it can be outside the contract as long as it expresses the will to
choose an arbitrator. of the parties.
 The disputing parties are free to decide on all aspects of the arbitration, so the
choice of arbitrator to resolve the dispute is under the agreement of the two
parties.

2.2.12  General Terms

And some other content may be specified in the general terms of the contract:

 The parties must sign all pages of the contract, including the Appendix due
to their value
 A ballpoint pen or fountain pen (other than black) is reccomendable and
pencil is prohibited. This helps distinguish between the original version and
the copies.

 Optional: Amounts and percentages should be expressed in words and

figures.
 Enter the currency in which the amount is expressed. It is recommended to
use ISO rules that establish the name of each currency with three capital
letters (EUR, USD,...). Full reference can be found at www.oanda.com.
 When there is a change in the contract, the entire contract amendment should
be followed.
 Jargon abbreviated in the contract shall be understood in accordance with
CISG 1980 and its amendment.
 Place and time the contract was signed, the number of copies of contract was
made, the number of copies was kept by each party.
 The clause headings are included for convenience and are not part of the
Agreement.
 Any changes to the Contract shall take effect only when made in writing and
signed by both Parties.
 All exchanges and negotiations before signing the Contract are considered
canceled.
 Neither Party has the rights to transfer the jurisdictions and obligations of the
Contract to a third party without the prior written consent of the other Party.
 The contract will be subject to the approval of the commisioned
  authorities.
 Claims arise from contract conduction could be only represented after the
validity of the contract
(Include in the slides, not shown).
Question 5: In the export contract, is incoterm important when it comes to determine
the price of goods?
Answer: Yes, because incoterms clarify the obligations, the cost and transfer of
risk for both buyers and sellers. For example, the CIF price would be higher
than the FOB price.