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5. International Contracting Process

International Negotiation, Cosmin Joldes
The Faculty of International Business and Economics,
ASE Bucharest
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SUMMARY:
International Contracting Process

1. Premises for international contracting

2. Contracting face to face
3. Contracting by distance

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1. Premises for international contracting

definition
Agreement between contractual parts having rights, but also assuming
obligations

Types of contracts:
international sales (DO UT DES)
Simple (exports)
for turn key projects

international cooperation (AFFECTIO COOPERATIONIS)

licesing
franchising
lohn
industrial cooperation

of company (AFFECTIO SOCIETATIS)

joint venture
Branch, subsidiary
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Contract of international sales

UN Convention on Contracts for the International Sale of Goods, Vienna,

1980

Agreement between exporter and importer by which the exporter is

obliged to transfer the property of the good to the importer, if the last one
is paying the price of the good

Legal characteristics:
Consensual
Sinalagmatique
Onerous
Transferring property
International

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1. Premises for international contracting

systems of contracts
National legislation
International legislation (treaties and customs)

Conventions
Other international habits / optional regulations
> INCOTERMS
> Rules reffering to L/C, etc.

Lex mercatoria (between the Seller and the Buyer)

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Systems of contracts
1

Producer

Exporter

3a

9b

3
c

4
7a

Forwarder
6

GOODS

Importer

9a

3b

Exporters
bank

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Importer's
bank

Insurer

11

Carrier
7b

10a

10b

Customs
7c

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1. Premises for international contracting

systems of law
CIVIL Law (Continental Law) Europe (excepting UK), Latin America,
Africa (partialy), Turkey, Indonesia
- codified law & short contracts
- the law of the legislator

COMMON Law (Anglo-Saxon Law) UK, SUA, Canada, Australia, India,

South Africa, New Zeenland
- jurisprudence & long contracts
- the law of the judge

ISLAMIC Law
- law & religion

ORIENTAL Law China, Japan

- law & moral principles

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2. Contracting face to face

pre-contractual phase
1. Pre-contractual agreements:
- Letters of intent
- Memorandum of understanding
2. Preparing contracts (draft contracts)

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2. Contracting face to face

project of the contract
Specific contract (negotiated entirely)

General terms (of sales, of purchasing, INCOTERMS, etc.)

Standard contract (a model of standardized contract)
Frame contract (some clauses will be later established)

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2. Contracting face to face

final draft
LONG contract vs. SHORT contract

Written
Language
Number of originals
Signiture

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3. Contracting by distance

OFFER (tender)
Types of contracting by distance:
1. Declaring theory
2. Emission theory
3. Reception theory
4. Informing theory

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Thank You!

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