TRƯỜNG QUỐC TẾ

TRƯỜNG ĐẠI HỌC QUỐC GIA HÀ NỘI

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INTERNATIONAL BUSINESS LAW

FINAL EXAMINATION

LECTURER: NGÔ TRỌNG QUÂN

COURSE CODE: INS3022.04

STUDENT’S NAME : NGUYỄN THỊ PHƯƠNG

STUDENT’S CODE : 20070304

Hà Nội, 2022
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 Part 1:
1. The WTO Dispute Settlement procedures
Dispute settlement procedures in the WTO include four stages:
- Consultation period - Appellate period
- The panel stage - Enforce the ruling.
a. Consultation period
When a dispute arises at the WTO, the complaining Party must first request
consultations with the other Party (Article 4 DSU). The consultations shall be
conducted confidentially and without prejudice to the further rights of the Parties.
The consulted Party must respond within 10 days and must conduct consultations
within 30 days of receipt of the request (emergency cases – e.g. the goods concerned
are at risk of damage, deadlines This is 10 days and 20 days, respectively). The Party
consulted has an obligation to "ensure sympathetic consideration and give adequate
opportunity" to the Party requesting consultations.
Consultation is the first and mandatory stage in the dispute settlement process
at the WTO.  The DSB is informed of this procedure and is responsible for notifying
Member States of the request for consultations, but it is not directly involved in the
consultation procedure. Other countries may apply to participate in such
consultations if the Party being consulted recognizes that they have a “substantive
commercial interest” in the consultations.
  b,The panel stage
In the event that consultations fail to resolve the dispute, the claimant may
request the establishment of a panel by the DSB ( Article 6 of the DSU). The request
for the establishment of a panel shall be made in writing, and shall specify
consultation process, pinpointing the trade measure complained of, and summarizing
the legal basis for the claim. The panel has the function of considering the dispute on
the basis of the provisions of the WTO Agreements that the complaining Party
invokes as the basis for its application to assist the DSB in making appropriate
recommendations /recommendations. suitable for the parties to the dispute.
c. Appellate period
In the event the panel report is appealed prior to adoption by the DSB, the
dispute shall be referred to the Appellate Body. Only the disputing parties, namely
the 'winners' and 'losers', have the right to appeal against the panel report. The appeal
phase begins with a written notice to the DSB and a completed appeal to the
Secretariat. In this case, a three-member Appellate Body selected from among the
seven members of the Appellate Body will be established to consider the appeal.
Under paragraph 5 of Article 17 of the DSU, the appeals process is generally to be
completed within 60 days and cannot exceed 90 days from the date of filing the
appeal. The Appellate Body report shall be adopted by the DSB by 'adverse
consensus' within 30 days of its submission to the Members, and if it is adopted, the
disputing parties must agree unconditional acceptance.
d. Enforce the ruling
The DSB is the body of the WTO responsible for overseeing the
implementation of panel and Appellate Body reports. Once a report is adopted, its
recommendations and decisions become a judgment of the DSB. According to
paragraph 3 of Article 21 of the DSU, recommendations and decisions adopted by
the DSB must be immediately implemented. i.e., if it is not possible to do so
immediately, the losing member will have a reasonable period of time to do so. If the
losing member fails to implement the recommendations and decisions within a
reasonable time, and an agreement on compensation is not reached within 20 days

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 from the end of said reasonable period, the member The winner may ask the DSB for
permission to suspend the performance of its WTO membership obligations.
However, the suspension of obligations must be applied on a discriminatory basis
and only to the non-executing member.

3. What are essential elements of international sale contract ?

Essential Elements in a Contract of Sale
 Two parties: A sale contract is a contract between two parties in which
one party transfers items to the other.
 Goods: The contract's subject must be goods. This is frequently the
most significant part of a contract of sale since if the items aren't
specified clearly, it might lead to confusion.
 Transfer of ownership: Ownership of the products must be transferred
from the seller to the buyer, or a transfer of ownership agreement must
be signed.
 Price: The buyer in the contract must pay a price for the goods.
 A sales contract is a special type of contract. In order for it to be valid,
it must contain clauses about free consent and the competency of the
signing parties.
 A sale and an agreement to sell are part of a sales contract.
 There are no formalities. A legitimate contract of sale does not have to
be in a certain format. A sale contract can be formed simply by making
an offer and accepting it.

6. Discuss risks if international business

The risks of conducting international business can be segmented into seven
main categories:
- Distance and Logistics: Both sellers and buyers are at risk. Buyers are
subject to payment or credit risks in import-export transactions (i.e. Buyer fail to
pay). Suppliers are also subject to risks such as: sellers not delivering or non-
conforming delivery. There are also property or maritime risks such as damage
during shipping to buyers, sellers and carrier.
- Language and Cultural Differences: Language differences are one of the most
common barriers in international business. It can lead to misunderstandings between
parties in international business transactions. Therefore, the contract must be written in the
language of both parties and avoid conflicting language versions. In addition, cultural
distinctions (business practices, social customs, rituals, religions, etc.) It must be
recognized and adapted.
- Cross-Border Trade Controls:
+ Export Controls and Sanctions: Exports are frequently restricted for
national security or foreign policy reasons, as well as penalties such as broad bans on
commercial and financial activities with countries that fund terrorism, weapons, or
other dangers to international peace.
+ Tariff and Non-tariff barriers: Complex tariffs — import taxes and non-
tariff barriers include customs procedures, quotas, and other laws and regulations that
limit foreign goods' access to the domestic market.
- Currency Risk:
+ Exchange rate risk: A foreign currency trader's risk is affected by
changes in the relative value of two currencies.

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 + Currency control risk: Some developing countries place restrictions
on foreign currency transactions, such as banning the import of luxury goods and
making it difficult to exchange foreign currency for local currency.
- Political Risk: Internal political instability, political upheavals, war or
terrorism, or unanticipated government actions influencing overseas investment are
all possibilities. Expropriation or nationalization may also result in the loss of assets
held by investors.
- Legal Risk:
+ Exposure to foreign laws: Because legal systems differ, it is vital to
familiarize oneself with foreign laws, as well as the laws of the partner country or the
applicable legislation in a contract.
+ Conflicts of law: When a dispute arises, there are a few things to
consider: which court will be employed, what law will be applied, and how will the
judgement be implemented?
- Management of Risks:
+ Insurance and Government Assistance Programs
+ Intermediaries
+ Countertrade to solve currency conversion and repatriation issues
+ Expansion of the export strategy
Part 2:
Case 2
1. Does Vienna Convention (CISG) apply?
Yes. The contract is governed by the CISG.
According to Article 1.1b of International Sale of Goods ( CISG): This Convention applies
to contracts of sale of goods between parties whose places of business are in different
states:
(b) When the rules of private international law lead to the application of the law of a
Contracting State
Apply Art 1. 1b for this case, Germany and France are the Contracting States. In this case,
the contract also did not specify or refer to any applicable laws. According to Article 2, sales
of machinery are covered by this Convention. As a result, the CISG governs this contract.
2. Under CISG, has seller fulfilled its obligations?
Under the CISG, the seller has not fulfilled its obligations.
The seller does not supply goods that do not match the characteristics of the sample
or design provided to the buyer.
In the first contract, the vendor supplied defective items to the buyer , but the two
parties reached an accord and re-signed a purchase and sale contract. However, the
goods are still defective on the second delivery, and the vendor is completely liable if
the buyer sues.
According to Clause 1, Article 35, The seller must deliver goods which are of the
quantity, quality and description required by the contract and which are contained or
packaged in the manner required by the contract.
In this case, the delivered machinery was malfunctioning, so the parties entered into
a second contract to replace it with machinery of a different type and price. On the
other hand, the new machinery was also defective. As a result, the seller's
responsibilities have not been met.

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3. Which remedies could buyer have?
Buyer could have the following options:
- Specific performance:
+ The buyer may require performance of the contract by the seller (Article 46).
• Require seller to deliver substitute goods
• Require seller to repair goods
+ The buyer may set an additional period of time for the contract to be performed
in (Article 47).
- Avoidance: The buyer may declare the contract avoided if a failure by the seller to
perform is a fundamental breach of contract (Article 51) or if the seller does not deliver in
the additional time period fixed by buyer, or declares that he will not be able to deliver in a
fixed time period (Article 49).
- Reduction price: When the goods do not conform with the contract, Article 50 CISG
gives the buyer the ability to unilaterally declare a price reduction, even before he has paid
the price