Chương 2

Hợp đồng ngoại thương

& các điều kiện TMQT
TS. Phan Chung Thuỷ
1
2.1. Hợp đồng ngoại thương

TS. Phan Chung Thuỷ

2
2.1.1. Khái niệm
Hợp đồng ngoại thương là sự thỏa thuận giữa các bên
mua và bán ở các nước khác nhau trong đó quy định bên
bán có nghĩa vụ cung cấp hàng hóa, giao chứng từ sở hữu
hàng hóa và chứng từ liên quan đến hàng hóa cho bên
mua. Còn bên mua có nghĩa vụ nhận hàng và thanh toán
tiền hàng.

TS. Phan Chung Thuỷ 3

2.1.2. Nội dung
Price

Commodity Shipment

Quantity Insurance

Quality Payment

Documents

4
2.1.3. Hình thức
No
Sale contract Date
Between:
The seller (name, address, telephone no, fax, email,
represented by)
And
The buyer (name, address, telephone no, fax, email, represented
by)

Both parties have agreed to sign this contract with the following
terms and conditions:
 1. Commodity 2. Quality 3. Quantity
 4. Packing/marking 5. Price 6. Shipment
 7. Payment 8. Documents 9. Warranty
 10. Insurance 11.Penalty 12. Arbitration
 13. Other clause (Exclusion, Validity, Force majeures…)
5
2.2. Các điều kiện TMQT

TS. Phan Chung Thuỷ

6
2.2.1. Incoterms
 Incoterms or “international commercial terms” are
trade terms published by the International Chamber
of Commerce (ICC).
 They are commonly used to ease domestic and
international trade by helping traders to understand
another.

TS. Phan Chung Thuỷ 7

2.2.2. History
 The first work published by the ICC on international
trade terms was issued in 1923, with the first edition
known as Incoterms published in 1936.
 The Incoterms rules were amended in 1953, 1967,
1976, 1980, 1990, 2000, 2010 with the ninth version
– Incoterms 2020.

TS. Phan Chung Thuỷ 8

2.2.3. Roles of Incoterms
 Formalized practices in international trade are commonly
applied by entrepreneurs from around the world.
 An international language in freight forwarding and trading
 An important means to accelerate the negotiation,
formulation and implementation of foreign trade contracts.
 As an important basis to determine the prices of selling and
buying
 A legal basis is important to make a complaint and dispute
resolution (if any) between the seller in the course of
implementation of foreign trade contracts.

TS. Phan Chung Thuỷ 9

 2.2.4. Structure of Incoterms
 International Chamber of Commerce (ICC) Incoterms
 Group E: EXW (Ex work) (…name place)
 Group F: FCA (Free Carriers) (…name place)
FAS (Free along side ship) (…port of shipment)
FOB (Free on board) (…port of shipment)
 Group C: CFR (Cost & Freight) (…port of destination)
CIF (Cost, Insurance & Freight) (…port of destination)
CPT (Cost paid to) (…name place of destination)
CIP (Cost paid to) (…name place of destination)
 Group D: DAF (Deliver at Frontier) (…name place of destination)
DES (Deliver at ship) (…name port of destination)
DEQ (Deliver at quay) (…name port of destination)
DDU (Deliver duty unpaid) (…name place of destination)
DDP (deliver duty paid) (…name place of destination)
Which conditions will be applied to all When does the risk of cargo
modes of transportation? transportation transfer from
a seller to a buyer? 10
TS. Phan Chung Thuỷ 11
2.2.5. Key concepts
Methods of despatch Costs to be borne by
EXW, ex works Buyers pays all costs from factory to final
destination
FCA, free carrier Buyer pays all costs from point of delivery

FAS, free alongside ship Buyer pays loading charges on to

vessel/sea freight/insurance
FOB, free on board Seller pays all costs after goods have been
delivered over shiprails
CFR, cost and freight Seller pays all costs up to port of part of
destination. Buyer pays insurance
DEQ, delivered ex-quay Seller pays all costs up to discharge on to
quay at port of destination
DDU, delivered duty unpaid Seller pays all costs excluding duty and
taxes up to point of delivery in importing
country
12
2.2.5. Key concepts
Methods of despatch
CIF, cost insurance and freight
CPT, carriage paid to seller
CIP, carriage and insurance
DAF, delivered at frontier
DES, delivered ex-ship
Incoterms 2010 – Incoterms 2020
TS. Phan Chung Thuỷ
Costs to be borne by
Seller pays freight to named
destination and provides cargo
insurance
Seller pays freight to named
destination – buyer pays insurance
Seller pays freight to named
destination and provides cargo
insurance
Seller pays all costs to point of
delivery at frontier
Seller pays all expenses up to point of
unloading at port of destination
13
TS. Phan Chung Thuỷ 14
2.2.6. Incoterms 2000 vs. 2010

TS. Phan Chung Thuỷ 15

Q&A
 Why has the new version of Incoterms been
published?
 Many commercial terms are rarely used: DAF, DES, DEQ, DDU.
 Many commercial conditions are unclear and confusing, which leads to
difficult choices or dispute in paying expenses relating to delivery.
 Regulation on cargo security after the US terrorist 11/9
 Rules of governing the operation of US commercial construction was new
 Rule of freight insurance to take effect from 1/1/2009 was completed from
rules issued in 1982.
 The rapidly replacement of paper documents with electronic documents.

TS. Phan Chung Thuỷ 16

2.2.6. Main differences between
Incoterms 2000 and 2010
1. DEQ replaced by DAT
2. DAF, DES, DDU replaced by DAP
3. Documentation: hard copies and electronic versions
4. “Over the ship’s rail” vs. “on board the vessel”
5. Packaging
6. Insurance

TS. Phan Chung Thuỷ 17

TS. Phan Chung Thuỷ 18
Incoterms 2020 main changes:

 Every term is presented in a clear and more

educational way
 FCA - option of Bill of Lading (BL) with on-board
notation
 Different coverage of transport insurance
for CIP and CIF
 DAT has been renamed to DPU

TS. Phan Chung Thuỷ 19