Professional Documents
Culture Documents
Review
1. What is the definition for contract? What
may happen if any party fail to fulfill his
contractual obligations?
2. What are the two parties of business
negotiations? And give examples as you can.
3. Why do the trading parties usually prefer a
written contract?
4. What does the contract proper usually
include?
Meaning of trade terms
Incoterms 2000
Main
Incoterms 2010
1941 年进行了修改
对 ExPoint 、 FOB 、 FAS 、
C&F 、 CIF 、 Ex Dock 等 6 种贸
易术语进行统一解释。
1941 年美国对外贸易定义修订本
Trade Terms Abbreviations Chinese
EXW EX Works 工厂交货
FOB Free on Board 指定起运地点交货
Free on Board
Free on Board
Free on Board
Free on Board Vessel
Free on Board
Group 2. Incoterms that apply to sea and inland waterway transport only:
第二组:适用于水上运输方式的术语
FAS Free Alongside Ship 装运港船边交货
FOB Free On Board 装运港船上交货
CFR Cost And Freight 成本加运费
CIF Cost, Insurance, and Freight 成本、保险费加运费
Notes
• Even though from Jan.1st, 2011, the new
Incoterms entered into force, the Incoterms
2000 can still be used in doing international
trade. So if you want the Incoterms(R) 2010
rules to apply to your contract, you should
make this clear in the contract, through such
words as, “the chosen Incoterms rule including
the named place, followed by Incoterms(R)
2010”.
Review
1 Please show us the conventions you
have got
2 Please tell us the basic difference
between Incoterms 2000 and Incoterms
2010
3 The most Influential Trade
Conventions
Review Exercise
1 “Warsaw-Oxford Rules1932” is made out by
International Law Institute for _______.
a FOB b CRF c CIF d FCA
2 “Incoterms” is made out by _______.
a International Law Association 国际法协会
b International Chamber of Commerce 国际商会
c The United Union World Trade Development Center
联合国贸发会
d The United Nations International Law Commission
联合国国际法委员会
Six Main Trade Terms in
Incoterms (R) 2010
1 . FOB-Free on Board (insert named
port of shipment) 船上交货(插入制定
装运港)
• When CPT, CIP, CFR or CIF are used, the seller fulfils its
obligation to deliver when it hands the goods over to the
carrier in the manner specified in the chosen rule and not when
the goods reach the place of destination.
• This rule has two critical points, because risk passes and costs
are transferred at different places. While the contract will
always specify a destination port, it might not specify the port
of shipment, which is where risk passes to the buyer. If the
shipment port is of particular interest to the buyer, the parties
are well advised to identify it as precisely as possible in the
contract.
2 . CFR: Cost And Freight (insert named port
of destination) 成本加运费(插入指定目的港)
• The parties are well advised to identify as precisely as possible
the point at the agreed port of destination, as the costs to that
point are for the account of the seller. The seller is advised to
procure contracts of carriage that match this choice precisely.
If the seller incurs costs under its contract of carriage related
to unloading at the specified point at the port of destination,
the seller is not entitled to recover such costs from the buyer
unless otherwise agreed between the parties.
• The seller is required either to deliver the goods on board the
vessel or to procure goods already so delivered for shipment to
the destination.
2 . CFR: Cost And Freight (insert named port
of destination) 成本加运费(插入指定目的港)
• In addition, the seller is required either to make a contract of
carriage or to procure such a contract. The reference to
“procure” here caters for multiple sales down a chain (‘string
sales’), particularly common in the commodity trades.
• CFR may not be appropriate where goods are handed over to
the carrier before they are on board the vessel, for example
goods in containers, which are typically delivered at a
terminal. In such circumstances, the CPT rule should be used.
• CFR requires the seller to clear the goods for export, where
applicable. However, the seller has no obligation to clear the
goods for import, pay any import duty or carry out any import
customs formalities.
2 . CFR: Cost And Freight (insert named port
of destination) 成本加运费(插入指定目的港)
• The new rules make the Incoterms 2000 rules DES and DEQ
superfluous. The named terminal in DAT may well be in a
port, and DAT can therefore safely be used in cases where the
Incoterms 2000 rule DEQ once was. Likewise, the arriving
“vehicle” under DAP may well be a ship and the named place
of destination may well be a port: consequently, DAP can
safely be used in cases where the Incoterms 2000 rule DES
once was. These new rules, like their predecessors, are
“delivered”, with the seller bearing all the costs (other than
those related to import clearance, where applicable) and risks
involved in bringing the goods to the named place of
destination.
3 DAT-Delivered At Terminal (insert named terminal at
port or place of destination) 运输终端交货(插入指定港
口或目的地的运输终端)
• (1)It was not right for the buyer not to take delivery of the
goods. In this case, the contract concluded between the
seller and the buyer was on CIF terms, according to which,
the seller’s responsibilities ended when he loaded the goods
on board the ship and paid the freight and insurance
premium; the risk separation was the side of the ship; that
is to say, the risks were transferred to the buyer or the
other parties concerned after the seller put the goods on
board the ship. Since the documents presented by the seller
were right and proper, the seller could directly get paid
form the Issuing Bank of the L/C.
• (2)In this case the buyer could claim damages with the
insurance company, but he had to take delivery of the
goods.
CASE
• 2008 年 1 月份我国某一进口商与东南亚某
国以 CIF 条件签订合同进口香米,由于考虑
到海上运输距离较近,且运输时间段海上一
般风平浪静,于是卖方在没有办理海上货运
保险的情况下将货物运至我国某一目的港口
,适逢国内香米价格下跌,我国进口商便以
出口方没有办理货运保险,卖方提交的单据
不全为由,拒收货物和拒付货款。请问我方
的要求是否合理,此案应如何处理?
ANSWER
ANSWER
• 我方的要求是合理的。尽管我方的动机是
由于市场行情发生了对其不利的变化,但
是由于是 CIF 贸易方式,要求卖方凭借合
格完全的单证完成交货义务。本案中卖方
没有办理货运保险,提交的单据少了保险
单,即使货物安全到达目的港,也不能认
为其完成了交货义务。
Case
• A Chinese import and export company signed a contract with a
Thailand import and export company on FOB terms , selling
the Thailand company 10 000 pieces of candles. Before
shipment, the goods passed an inspection by a notary public and
were in line with the contract requirements. After the goods’
arrival at the port of destination, the buyer found that 30% of
the candles were curved and, therefore, claimed to the seller. But
the seller refused to make compensation on the grounds that the
quality of the goods at shipment was consistent with the
contract requirements and there was a quality certificate given
by the notary public. After careful investigation, the reason for
the candle curving was clear. It was because when the goods
were handled to the carrier, the carrier packed the goods in the
cabin near the engine room, as a result of high temperature
within the cabin, so the candles curved.
• Question:
• In these circumstances, whether the reasons of the seller for
rejecting the claim were set up? Why?
ANSWER
ANSWER
• The seller is not liable for this loss. Because:
• (1) In the course of trade, there might be disputes occur
over the issue that whether the delivery quality and
quantity are in line with the provisions of the contract. As
in the international trade, the delivery process needs to go
through several steps, resulting in inconsistent quality and
quantity for many reasons: for example, what are the
quality and quantity when the seller delivers the goods ;
how are the carrier’s storage, stacking and handling of
goods during the transportation to the agreed port of
destination; during the transition, whether the goods
experience any risk of accidents , all these have
significant impact on the quality and quantity of the goods.
According to the above situation, it’s not necessarily the
seller’s responsibility for the inconsistent quality of goods.
• Only with the first case, it’s the seller’s breach of
contract, the buyer has the right to claim, and this is
known as a trade claim. The second situation is that the
carrier fails to preserve the goods in accordance with the
provisions of the bill of lading, so this loss should be
borne by the carrier according to the provisions of the bill
of lading, and this claim is known as a transportation
claim. The third case belongs to the scope of risk, if the
insurance company has insurance for the insured person
or legal assignees, then the insured person or legal
assignees can claim to the insurance company in
accordance with the scope covered by insurance policies,
and this is known as insurance claims. Therefore, it is not
necessarily for the seller to bear the loss when the buyer
and seller have a dispute on the quality and quantity of
delivery, only for the claim of a trade is the seller liable
for compensation.
• (2) According to the situation in this case, the two sides
signed the contract on FOB terms. The risk of loss of
goods was after shipment, and this risk transferred from
the seller to the buyer. It was proved that on the
shipment of goods, the goods were examined by the
notary public, and their quality was proved in full
compliance with the contract. Therefore, the seller
fulfilled its delivery obligations under the contract FOB.
As for 30% of the candle curved after the goods’ arrival
at the port of destination, this apparently had nothing to
do with the delivery from the seller. It was because the
goods were stored in the cabin and the temperature was
too high, resulting in candles softening and bending, and
this was due to the fact that the carrier did not effect the
custody by the characteristics of goods.
• According to the provisions of the bill of lading, the
carrier should undertake the responsibility of the
preservation of the cargo, so the consignee shall be
entitled to claim to the carrier against the bill of
lading. Thus, in this case, the situation should belong
to the transport claim, and has nothing to do with the
seller.
• (3) The contract in this case was based on FOB terms.
Even if the losses were within the scope of risks, it’s
the buyer’s responsibility to claim to the insurance
company while the seller is irrelevant.
CASE
在国际贸易中,合同中的价格条款包括
商品的单价和总价。总价是指一笔交易的货款
的总金额。商品的价格通常指的是商品的单价。
单价是由计价货币、单位价格金额、计价数量
单位和贸易术语构成的。
1 . Type of Currency (计价货币)