9. Legal (contractual) aspects of doing business with the EU
9.1. Contracts with EU enterprises
9.2. Incoterms
9.3. Documentary credits
9.1. LEGAL (CONTRACTUAL) ASPECTS – CONTRACTS WITH EU ENTERPRISES
‘Where can a company find a model contract for a distributorship or agency agreement or for an international sales transaction?’
For an answer to this question, consult the websites which are presented below.
The International Chamber of Commerce publishes (ICC) model contracts and guides regarding agreements and contracts in international business relations and transactions.
To find info about available publications follow the steps.
Step 1: login to the website (click on the link above)
Step 2: click on ‘Bookstore’
Step 3: select ‘Model Commercial Contracts’
Step 4: view the list with following publications.
- ICC Model International Trademark License
- ICC Model Turnkey Contract for Major Projects
- ICC Legal Handbook for Global Sourcing Contracts
- ICC Model International Sale Contract
- ICC Model Occasional Intermediary Contract
- ICC Model Confidentiality Agreement
- ICC Model Commercial Agency Contract – 2nd edition
- ICC Model Distributorship Contract
- ICC Short Form Model Contracts
- ICC Model Contract for the Turnkey Supply of an Industrial Plant
- ICC Model International Franchising Contract
- ICC Model Selective Distributorship Contract
- ICC Model Mergers & Acquisitions Contract 1 – Share Purchase Agreement
Step 5: click on ‘Purchase’ for ordering these publications
Although these model contracts are very useful, companies are recommended to ask a specialised legal advisor to complete the contracts according to their wishes.
Consult here a wide list of model contracts for:
- Agency
- Distribution
- E-commerce
- Franchising
- Licensing (patent, trademark and know how)
- Procurement
- Research
- Sales
- Subcontracting
- Etc.
9.2. LEGAL (CONTRACTUAL) ASPECTS - INCOTERMS
‘Where can a company find a presentation and clarification of incoterms which are used in international trade?’
For an answer to this question, consult the organisation and website which is presented below.
Incoterms define the responsibilities of buyer and seller for delivery of goods under sales contracts. Incoterms 2000 is the authoritative text for determining how costs and risks are allocated to the parties. These terms are regularly incorporated into sales contracts worldwide and have become part of the daily language of trade.
To find info about available publications follow the steps.
Step 1: login to the website (click on the link above)
Step 2: click on ‘Bookstore’
Step 3: select ‘Incoterms’
Step 4: view the list with following publications
- Incoterms 2000
- ICC Guide to Incoterms 2000
- Incoterms 2000 Multimedia Expert
- Incoterms 2000 Wall Chart
Step 5: click on ‘Purchase’ for ordering these publications
The Incoterms (International Commercial Terms) are issued by the International Chamber of Commerce, ICC, in Paris since 1936 as international regulations relating to the construction of commercial contracts. For the time being the Incoterms 2000 are effective and that will presumably take until 2010. Recently ICC took the decision to review these “Incoterms 2000″. A major revision is expected on the seller-buyer cargo security obligations, which are linked to respective Custom-Trade Partnership Against Terrorism (C-TPAT) and Authorized Economic Operator (AEO) cargo security regimes.
They uniformly regulate the sales contract terms and delivery conditions for the foreign trade and are generally accepted by the individual national courts. But they aren't part of a law, therefore they must be inherent part of the contract to have validity.
What do the Incoterms regularize?
Therefore the coverage of goods onto the route of transport is essential for the foreign trade and possible throughout. The main question for every ex- or importer here: Who pays the transport? And who is in charge at which time? These questions can be clarified with the aid of the Incoterms. They are classified in C, D, E and F-clauses and regulate the distribution of costs and risks in foreign trade.
C-clauses
The exporter bears the bunt of the transport costs in the C-clauses.
CFR (cost and freight): Title, risk and insurance cost pass to buyer when delivered on board the ship by seller who pays the transportation cost to the destination port. Used for sea or inland waterway transportation.
CIF (cost, insurance and freight): Title and risk pass to buyer when delivered on board the ship by seller who pays transportation and insurance cost to destination port. Used for sea or inland waterway transportation.
CPT (carriage paid to): Title, risk and insurance cost pass to buyer when delivered to carrier by seller who pays transportation cost to destination. Used for any mode of transportation.
CIP (carriage and insurance paid to): Title and risk pass to buyer when delivered to carrier by seller who pays transportation and insurance cost to destination. Used for any mode of transportation.
D-clauses
In opposite to the C-clauses the exporter bears the costs as also the risks until the place of destination.
DAF (delivered at frontier): Title, risk and responsibility for import clearance pass to buyer when delivered to named border point by seller. Used for any mode of transportation.
DES (delivered ex ship): Title, risk, responsibility for vessel discharge and import clearance pass to buyer when seller delivers goods on board the ship to destination port. Used for sea or inland waterway transportation.
DEQ (delivered ex quay): Title and risk pass to buyer when delivered on board the ship at the destination point by the seller who delivers)goods on dock at destination point cleared for import. Used for sea or inland waterway transportation.
DDU (delivered duty unpaid): Title, risk and responsibility of import clearance pass to buyer when seller delivers goods to named destination point. Used for any mode of transportation. Buyer is obligated for import clearance.
DDP (delivered duty paid): Title and risk pass to buyer when seller delivers goods to named destination point cleared for import. Used for any mode of transportation.
E-clause
In the E-clause the exporter is exempted from any costs for transport or clearance of the goods. |
9.3. LEGAL (CONTRACTUAL) ASPECTS – DOCUMENTARY CREDITS
‘Where can a company find a description of the rights and obligations of parties involved in documentary credits?’
For an answer to this question, consult the organisation and website which is presented below.
Now universally used, the Uniform Customs and Practice for Documentary Credit (UCP) are the most successful private rules for commerce ever developed.
To find info about available publications follow the steps.
Step 1: login to the website (click on the link above)
Step 2: click on ‘Bookstore’
Step 3: select ‘International Banking’
Step 4: select UCP 600
Step 5: view the list with following publications.
- ICC Uniform Customs and Practice for Documentary Credits UCP 600
- Users’ Handbook for Documentary Credits under UCP 600
- The Complete UCP Uniform Customs and Practice for Documentary Credits – Texts, Rules and History 1920 -2007
- Insights into UCP 600
- Commentary on UCP 600 – Article-by-Article Analysis by the UCP 600 Drafting Group
- ICC Uniform Customs and Practice for Documentary Credits UCP 600 – Leaflet Format
- International Standard Banking Practice for the Examination of Documents under Documentary Credits - 2007 Revision for UCP 600
- 2008 Annual Survey of Letter of Credit Law & Practice
Step 6: click on ‘Purchase’ for ordering these publications
