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CONTENTS
Nguyen Thi Dieu Chi Assoc. Prof. Dr .– Course of International Payments

1 Overview about international sale contract

2 Parties in international sale contract

Chapter 2
Sales Contract in Foreign Trade 3 Provisions/clauses in international sale contract

4 Applicable law

5 Sample of international sale contract

School of Banking and Finance – International Finance Department

Nguyen Thi Dieu Chi (Assoc. Prof. Dr.)

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A sales contract is a legally binding document between a buyer and seller.

hợp đồng ngoại thương

Overview about international sale contract it’s Overview about international sale contract
agreement
Nguyen Thi Dieu Chi Assoc. Prof. Dr .– Course of International Payments Nguyen Thi Dieu Chi Assoc. Prof. Dr .– Course of International Payments
among at
* Definition least two
parties: * Principal in signing the international sale contract
International Sale Contract is used by companies positions in seller and  Voluntary agreement
different countries for the sale and purchase of goods. The exporter buyer
(Seller) is responsible for delivering the stated products, and the  Equality of benefit
importer (Buyer) shall acquire them under the agreed conditions of  Physical responsibility
payment, delivery and transactions schedule.  Comply with law
This contract is intended to be used for the sale of products
from business to business, not to end clients, and where each
operation represents a sale itself, that it is to say, it is not a long term
agreement for the supply of products. It that were the case, it is
preferable to use the model of international supply

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2 parties:
Introduction
provision for clause

Overview about international sale contract Parties in international sale contract

Nguyen Thi Dieu Chi Assoc. Prof. Dr .– Course of International Payments Nguyen Thi Dieu Chi Assoc. Prof. Dr .– Course of International Payments

* Features of an international sale contract Usually both the Seller and the Buyer are companies.

 Goods is shipped through customs boundary For each party, the following has to be included:

 Transaction currency is foreign currency (Hard currency)  Name of company, full address and nationality

 Parities is transaction have head offices in different  Company type: public, private, limited company, ect…

countries  Name and position of company representative who signs the

agreement
 Tax ID number of both parties
the most important is general director
represent for the company

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 Provision in international sale contract Price clause
Nguyen Thi Dieu Chi Assoc. Prof. Dr .– Course of International Payments Nguyen Thi Dieu Chi Assoc. Prof. Dr .– Course of International Payments

Some of the most important clauses in the international sale “The total price of the Products which the buyer undertakes to pay
contract are as follows: the seller shall be………[write in numbers and letters ]”.
 Price “Both Parties undertake to renegotiate the agreed price when
 Delivery conditions Term of delivery affected by significant changes in the international market, or by
ownership
 Means of payment shipment time political, economic or social situations in the country of dispatch
term of payment
 Delivery period price or destination of the Product, which may damage the interests of
 Ownership either party.”

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Delivery conditions clause Means of payment clause

Nguyen Thi Dieu Chi Assoc. Prof. Dr .– Course of International Payments Nguyen Thi Dieu Chi Assoc. Prof. Dr .– Course of International Payments

“The seller shall deliver the products to ……[mention the place:
warehouse, port, airport, ect…],……[city and country], under
conditions…..[mention Incoterms]”.
“The goods shall be delivered at the agreed place, and to the
transport agent designated by the buyer, at least twenty-four hours
before the deadline established in the present Contract.”
“Should the buyer fail to take charge of the goods on arrival, the
seller shall be entitled to demand the fulfillment of the contract and
payment of the agreed price”
The buyer undertakes to pay the total price which appears in the
present contract. Payment of said price shall be effected by….
Alternative A: cash, check or bank transfer to the account and bank
branch designated by the seller.
Alternative B: bill of exchange or direct debit to the account and
bank branch designated by the buyer.
Alternative C: irrevocable and guaranteed letter of credit payable
to the account and bank branch designated by the seller.

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Delivery period clause Ownership clause

Nguyen Thi Dieu Chi Assoc. Prof. Dr .– Course of International Payments Nguyen Thi Dieu Chi Assoc. Prof. Dr .– Course of International Payments

“The Seller undertakes to deliver the goods within…..calendar
days of receipt of the confirmation in writing of the order in
question, once all payment conditions established in the present
Contract have been fulfilled”. “The established delivery period
may be modified by either party in case of Force Majeure or
unforeseen circumstances which prevent its fulfillment.”
“It is understood that the products hereunder remain the property
of the seller, until the buyer has completed payment completely.
Until such point the products shall be deemed to be a deposit in
possession of the buyer, and the buyer shall meet all obligations
incurred by receiving such deposit, while being entitled to
administer the products with due diligence.”

11 term of delivery 12
ownership
shipment time
term of payment
price

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 Provisions in international sale contract Introduction of the contract
Nguyen Thi Dieu Chi Assoc. Prof. Dr .– Course of International Payments Nguyen Thi Dieu Chi Assoc. Prof. Dr .– Course of International Payments

1. Number of contract
2. Name of contract
Introduction 3. Basis of contract
4. Place and time of contract
5. Name, address, telephone, email of seller and buyer
6. Account number of parties
Clauses
7. Legal representative

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Clause of contract Applicable law

Nguyen Thi Dieu Chi Assoc. Prof. Dr .– Course of International Payments Nguyen Thi Dieu Chi Assoc. Prof. Dr .– Course of International Payments

1. Goods – Description, 8. Inspection rights

 Untied Nations Convention to Contracts for the International
Quantity, and Price 9. Warranties
2. Payment terms 10. Force Majeure Sale of Goods (Vienna Convention)
3. Costs and Charges 11. Arbitration
 UNIDROIT Principles of International Commercial Contracts
4. Packaging Arrangements 12. Governing Law and Choice
5. Transportation and Delivery of Forum  Uniform Law for the International Sale of Goods
of Goods 13. Amendments to contract
6. Insurance 14. Notices
7. Title to Goods 15. Legal Costs and Fees

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Sample of international sale contract

Nguyen Thi Dieu Chi Assoc. Prof. Dr .– Course of International Payments Nguyen Thi Dieu Chi Assoc. Prof. Dr .– Course of International Payments

Q&A

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