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.pdfAfter World War II licence trade flourished. The analysis of international licence trade shows that the early 50s saw a continuous and fast growth of licence trade in all industrially developed countries. It also shows that it considerably changed geographically, first of all, because East European countries began practicing it and, secondly, because the developing countries of Asia, Africa and Latin America started importing licences.
Licenсe trade in the former Soviet Union started in the early sixties when a special firm (Licensintorg) was set up, and it has developed fast ever since.
Licence Agreements vs. Patent Agreements
The patent issued for the invention gives its owner the right to produce, use or sell the products on the monopoly basis of the invention or specific methods of their production. If the patent owner in consideration of payment transfers the complete ownership of the patent on the invention to another person, i.e. the full rights to use his invention, then it is the sale of patent on the basis of a patent agreement. If the patent owner retains the right of ownership of the invention and only permits in consideration of payment to use this right during a certain period of time, then it is the sale of a licence for the use of the invention on the basis of a licence agreement.
Contract of Sale and Licence Agreement
A licence agreement is the one according to which the owner of scientific and technical achievements, inventions, know-how, industrial samples, trademarks as well as scientific-technical and other knowledge associated with them (the so-called licensor) transfers the right to and/or permits the counterpart (the so-called licensee) in consideration of payment to use them within the time stipulated or for a certain period of time.
Under licence agreements, scientific-technical achievements may be sold both independently and along with the sale of goods (equipment, machinery, instruments, raw materials, components and other products) required to employ scientific-technical achievements for industrial or commercial use.
In traditional contracts of sale concluded as a rule for a relatively short period of time, the sellers do not limit the right of the buyers to dispose of the goods bought as they like. The buyer as the owner of the goods may re-sell them to another country or even destroy them. Under the licence agreement the licensee is strictly limited territorially, i.e. cannot sell the licence to other countries.
Classification of Licence Agreements
International licence agreements may be classified according to their subject, according to the volume of rights transferred and according to the methods of safeguarding the subject of the licence agreements.
The subject of the licence agreement may be inventions, industrial samples and the right to use them, as well as trademarks, know-how and scientific-technical and other knowledge associated with them and required to realize the aims of the licenсe agreements. The licence agreements may be classified accordingly.
According to the volume of the rights transferred there may be three types of licences:
1)Simple (standard, non-exclusive) licences when the licensor permits the licensee on certain conditions to use the subject of the licence agreement, retaining the right to use it themselves or to transfer licences on similar conditions to any other persons (firms) concerned.
2)Non-standard (exclusive) licences when the licensor gives the licensee the exclusive (monopoly) right to use the subject of the licence agreement on the conditions specified and limited geographically. In this case the lisensors have no right to use the licence in the licensee’s country themselves or to sell it to third persons, which excludes any competition in the market of the licensee’s country.
In the case of an exclusive licence the agreement may contain the following clauses:
a)a different time limit on the use of the licence as compared with the validity time of the patent;
b)limitation of the fields of the licence application;
c)the limited right of the licensors to produce the goods themselves;
d)an improvement and alteration clause; and
e)an advertisement clause.
3)Full licences when the licensor gives the licensee the monopoly right to use the subject of the licence within the period of time specified. The licensors remain the owners of the patent and can
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break the licence agreement in certain circumstance at their option and can use it upon the expiration of the term of the licence agreement. But while it is in force, the licensors have no right to use it themselves or sell similar licences to other persons.
Modes of Payment
There may be various modes of payment under licence agreements. This payment can be made in the form of a fixed sum of money (in a lump sum or in periodic installments); or a fixed percentage of the profit or anything else (royalty).
Concept check
1.What is a licence agreement?
2.Speak on the historical background of licence agreements.
3.What is a patent agreement?
4.What are the characteristic features of a licence agreement?
5.Dwell upon the main difference between a contract of sale and a licence agreement.
6.How can licence agreements be classified? Complete the chart given below and describe it.
Types of licence agreements
They can be classified according to
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methods of protecting |
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the subject of an |
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agreement |
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non – standard |
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(non – exclusive) |
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(…) |
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7.Speak on various methods of payment under licence agreements.
8.Read each statement and decide if it is true or false. Explain your point of view.
1)Licence agreements are similar to standard contracts of sale.
2)The subject of licence agreements may be physical goods and services.
3)Licence agreements deal with trade in intangible things.
4)Licence trade became possible only in the highly developed industrialised world.
5)There is no difference between licence and patent agreements.
6)Both under contracts of sale and licence agreements, the seller limits the buyer’s rights to dispose of the goods.
7)Under non-standard and full licence agreements, the licensee gets the monopoly right to use the subject of the agreement.
LANGUAGE STUDY
1. Find in Text 3.5 the English equivalents for the following words and word combinations.
Выдавать (предоставлять) лицензию; разделение труда; промышленное применение; свидетельствовать; в отношении платежа; промышленный образец; лицензиар (владелец лицензий); лицензиат (покупатель лицензий); распоряжаться товарами; взаимный обмен информацией; бесплатный; эксклюзивные права; статья контракта; истечение срока соглашения; периодические взносы; паушальная (единовременная) сумма.
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2. Match the words on the left with their definitions and synonyms on the right.
1) competition |
a) make full use of smth., utilize, develop |
2) in consideration of |
b) hold up, prevent from escaping |
3) licensor |
c) cause as an unavoidable result, compel |
4) explosive |
d) the price that is to be paid for execution of a contract |
5) innovatory |
e) permit |
6) transactions costs |
f) the buyer of licences |
7) licensee |
g) a person who holds a public office |
8) necessitate |
h) material that has a very violent and shattering effect |
9) retain |
i) completely new |
10) patent |
j) because of; in return for |
11) exploit |
k) the owner of licences |
12) allow |
l) the act of trying to defeat another |
13) official |
m) the privilege granted by the government of having the sole right |
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to make and sell something which one has invented |
3. Fill in the gaps with the words given above in 2.
Import licence is a permit from the government to import particular goods. The requirements for import licences may be intended to protect domestic produces from (1) ... , to improve the balance of trade by restricting imports, or facilitate government control over dangerous materials such as (2) … . Even if a licence can be obtained, the requirements impose extra (3) … and delay on buying imports, and in some countries (4) … bribing the (5) … who issue licences.
Licensing means permitting another firm, for payment, to make use of a (6) …or trade-mark. This is a method of profiting by a patent without investment on the scale necessary to exploit an (7) … idea for oneself. The other possibility would be to sell the patent to somebody who could afford to (8) … it, but licensing (9) … the inventor to (10) … ownership.
READING
TYPES OF CONTRACTS.
STEPS OF CONCLUDING THE SALES CONTRACT
Key concepts and terms
Match up the words on the left with their definitions on the right.
1) loan |
a) a section of a legal document such as a contract or will |
2) deposit |
b) a payment made periodically by a tenant to a landlord or owner |
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for the occupation or use of land, buildings, or by a user for the use |
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of other property |
3) arbitration |
c) money lent, which has to be returned, usually with interest |
4) clause/article |
d) the residence or place of official business of an ambassador |
5) consulate |
e) an account with a bank or other financial institution |
6) embassy |
f) the business premises or residence of a consul |
7) provision |
g) a system for setting disputes by submitting them to the judgement |
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of a mediator acceptable to both parties |
8) appendix |
h) a demand, condition, or stipulation formally incorporated in a |
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document; proviso |
9) rent |
i) a body of separate additional material at the end of a book, |
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magazine, etc., esp. one that is documentary or explanatory |
Text 3.6. Read the text and say how contracts can be classified.
Types of Contracts
Foreign trade activities proper comprise several elements:
•researching the market (analysis of the market conditions);
•choosing proper methods of trade on this particular market;
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•planning the foreign trade operation;
•carrying on a publicity campaign;
•preparing and concluding a contract of sale with a foreign counterpart; and
•fulfiling contract obligations.
There are many different types of contracts. They can be classified according to different criteria and on different bases:
1)on the basis of a performed deal or a specific commercial activity, such as the sales contract, the lease contract, the storage contract, the loan contract, the carriage contract, the insurance contract, the rent contract, the bank deposit contract and others;
2)according to the method of international trade, such as the barter contract, the agency contract, the commission contract, the contract of mandate, etc.;
3)according to the method of concluding a contract – verbally or in writing, so there are oral contracts and contracts in writing;
4)according to their form and validity – implied and implicit contracts, express and specialty contracts, contracts under seal and nude contracts, voidable and void contracts.
Text 3.7. Read the text and characterise in brief three stages of executing the contract of sale.
Steps to Conclude the Contract of Sale
Introduction
Contracting is a very responsible and important activity. Here, three main stages can be pointed out:
•concluding a contract;
•signing a contract; and
•execution of a contract proper.
The first stage, concluding a contract, comprises such steps as making an enquiry (or inquiry), offering goods for sale and placing an order to buy them.
Enquiries
An enquiry is a request for information. When starting up, it is necessary to find out names and addresses of potential business partners. One way of obtaining this information is to send an enquiry to one or more of the following organisations:
•the Chamber of Commerce and Industry;
•a bank; or
•another company – provided the company’s own interests are not negatively affected by giving you this information.
If you are looking for partners or suppliers abroad, you can write to the consulate of the foreign country in question. The consul’s tasks include representing the country’s economic interests abroad. Or it is also possible to write to the embassy of a foreign country. However, the task of an ambassador is mainly diplomatic and the embassy may not be able to provide much commercial information.
Once you have obtained the name and the address of a supplier, you can send them a general enquiry asking for information about the goods they supply (catalogues and price-lists). And then, you can decide whether you want to do business with this company or not.
If you need more details, provided that you already know what goods a company supplies, you can send a specific enquiry, which may include such information as terms of delivery, delivery times, terms of payment, discounts, types of packing and so on.
One more way of obtaining offers from suppliers is to place an advertisement in newspapers or other publications. This advertisement is called an invitation to tender. Companies that are interested can submit their offers called tenders and the best company is chosen to supply the goods or services required. This method is often used by public institutions, such as government offices.
Offers
An offer (a quotation) is a statement by sellers usually in the written form expressing their wish to sell the goods. When sellers make an offer or quotation, they promise to supply their goods on the terms stated in the offer. This means that if a buyer places an order on the basis of the seller’s offer, the
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seller must supply the goods as promised. But an offer is not a legal document, that is if the seller for this or that reason decides not to sell, the buyer has no legal remedy. Offers can be made orally or in writing, although oral offers are usually confirmed in writing to prevent disagreements. An offer as a rule includes the following information:
•the description of the goods offered (their quality and quantity);
•details of prices, discounts and terms of payment;
•terms of delivery (the date or the time and the place of delivery); and
•type of packing.
There may be different kinds of offers.
Sometimes sellers may offer the goods to their regular customers without waiting for an enquiry or may be forced to take the initiative under present competitive conditions and to send their quotation to those who may be interested in their goods. So these voluntary (free) offers are called unsolicited offers which are sent on the seller's own initiative in the hope of making potential customers interested, whereas solicited offers are made in answer to an enquiry.
Besides there is a firm (binding) offer, which is a promise to supply goods on the terms stated, i.e. sellers must provide the goods at the prices and terms given in their offer within a stated period of time. According to the Russian law, sellers making a firm offer may neither change the terms offered before the stated time nor withdraw their offer after it has been made. However, they can state how long they bind themselves to their offer (e.g. the offer may be valid until October, 11). According to the English and American laws, the seller making a firm offer has the right to withdraw it at any time before it has been accepted. In practice, however, no reputable seller would risk their reputation by withdrawing their offer before the stated time.
The next type of offers is an offer without engagement (or a non-binding offer), which implies that certain factors may exist preventing sellers from binding themselves to the terms of the offer, for example, in the case of certain goods where the prices fluctuate (like oil or gold), if stocks are limited, or if industrial disputes mean they may not be able to deliver on time. In such cases, sellers should include certain phrases to make it clear that they may withdraw their offer at any time.
Orders
If the buyers are satisfied with the terms of the seller's offer, they may then place an order. Nowadays, there are a lot of different types of orders.
A trial order means that the customer orders a small quantity of goods to test the quality.
A firm order means that the customers commit themselves to buying the goods. This type of order may have a fixed delivery date.
A standing order is when the customer places one order for a certain quantity of goods to be delivered at regular intervals, e.g. 500 kg of coffee on the first day of each month.
An initial order is the first order placed with a company.
A follow-up order is the second order placed with a company.
Merchandise on call means that the customers place one order for a quantity of goods which they have delivered in parts as and when they need them.
An advance order is when the customers order the goods a long time before they need them or a long time before the goods are available.
A bulk order means that the customer orders goods in large quantities.
A repeat order is when the customer orders exactly the same goods as before.
After the three steps above are done and the agreement is reached, counterparties sign a contract and start to execute it, i.e. the seller and the buyer have to fulfil certain obligations, the main being the delivery of the goods on time and paying for the goods within the time agreed.
If one party does not fulfil the liabilities specified by the contract, the contract is considered to be broken (this is called breach of a contract). In this case the injured party can claim compensation.
Text 3.8. Read the text and define what a sales contract is.
Main Characteristics of the Contract of Sale
A sales contract is a legally binding agreement reached by the seller and the buyer (the parties to the contract). It can be made orally or in writing, although it is usual for the contract to be drawn up in writing to prevent disputes. A written contract of sale is made out in the form of a document signed both by
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the buyers and the sellers. When there is no necessity of introducing special terms and conditions into the contract of sale, standard forms of contracts containing the following clauses (articles) are used:
•Naming (definition) of the parties
•Subject of the contract, and volume of delivery
•Prices and the total value (amount) of the contract (including terms of delivery)
•Time (dates) of delivery
•Terms of payment
•Transportation (carriage) of goods (packing, marking and shipment)
•The sellers’ guarantees (the quality of the goods)
•Sanctions and compensation for damage
•Insurance
•Force majeure circumstances
•Arbitration
•General provisions.
In the case of a contract for sophisticated machinery and equipment there may be other clauses: technical conditions, test and inspection conditions, requirements to technical documentation, supervision of erection and putting the machinery into operation (commissioning), sending specialists for the purpose of training the buyers’ specialists, the sellers’ obligations for technical servicing, and the like. These clauses may be included in the contract itself or in the appendices to the contract, which are its integral part.
Concept check
1.What are the elements of foreign trade activities?
2.What types of contracts are there according to
•a specific commercial activity;
•the method of international trade;
•the method of concluding a contract; and
•the form and validity of contracts?
3.Choose the correct variants.
Stages of accomplishing a contract include
1)marketing research
2)execution of a contract
3)carrying on a publicity campaign
4)analysis of competitors’ activities
5)concluding a contract
6)signing a contract
7)choosing a method of trade
4.What are the three steps of concluding a contract?
5.Read each statement and decide whether it is true or false. Explain your point of view.
1)You can send an enquiry to either the consulate or the embassy of a foreign country because the consul’s and ambassador’s tasks are the same.
2)General enquiry usually concerns catalogues and price-lists.
3)As a rule, state companies win all tenders.
4)It is the buyer who makes an offer.
5)Certain circumstances may be considered to be important reasons for withdrawing the offer.
6)The types of orders are numerous and varied, but they practically do not differ from one another.
6.Here are some phrases from enquiry letters. What kind of enquiry is implied in each case?
1)We owe your address to the Chamber of Commerce in London …
2)… are looking for suppliers of fine wines in France …
3)… request information about quantity discounts.
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4)… are very satisfied with your execution of our first order. Now we would like to know whether you could grant us a 30 days’ credit …
5)… addresses of exporters of Russian dolls.
6)… would like to know what kind of goods you have to offer.
7)From your catalogue we see that …
8)The foreign trade department of our bank told us that you …
7.These sellers all found themselves in situations which meant they had to make non-binding offers. Which of the phrases below did they use?
1)Mr. Farmer made an offer for 100 bales of hay. However, at the time he made his offer, the poor weather conditions were making all farmers nervous.
2)Mr. Vitner produces a limited number of quality wines. He does not produce enough of these wines to supply everybody who asks, and so has to include an appropriate clause when making offers.
3)Mr. Kitchener’s company exports fridges and freezers. At present he is having problems with his supplier, and he cannot guarantee until the very last minute that the goods will be dispatched on time.
4)The Boston Tea Company imports tea from India and sells it to American retailers. However, increasing labour costs and a poor harvest means that the price of tea is rising rapidly.
5)Mr. Keeper imports exotic animals such as snakes and monkeys for pet shops. Naturally, it is not always easy to obtain these animals just when they are wanted.
a) “This offer is subject to being unsold.” b) “This offer is subject to availability.”
c) “Our prices are subject to change without notice.” d) “This offer is subject to a good harvest.”
e) “This offer is subject to final confirmation.”
8.Here are some phrases from order letters. What kind of orders have these customers placed?
1)Please send us the following coffee for test purposes: 100 g. French roast
100 g. Brazilian breakfast
100 g. Jamaican blend
2)… would be grateful if you could send us as before …
3)… if there is any possibility of you granting us a quantity discount on this order?
4)If this order proves satisfactory, we will place a second order next month.
5)… and so we will call you whenever we require new stocks.
6)… to be delivered by the end of the first week of every month.
7)… 20,000 pairs of white tennis shoes $15 a pair …
8)… to reorder the goods, the order of which was placed on 17 March.
9)… 200 reams of paper to be delivered on the last working day of each month, Saturdays excepted.
10)As our warehouse space is limited and customer demand for the goods is high, we would like to place a …
11)… and as we have heard that supply is becoming increasingly difficult, we would like to place an order now for the goods to be delivered at the beginning of next year.
12)… quality and quantity as before.
13)We have read your terms of trade and are satisfied with your conditions. Therefore we would like to place a…
14)…to be delivered every two weeks.
15)We hope this order will lead to further business relations between our firms and …
16)… delivery to be effected on 25 August.
9.What kind of order do you think each of these customers would place? There may be more than one correct answer.
1) Mr. Smith imports carpets from Turkey. Recently a business friend gave him the name of a new supplier in Turkey.
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2)Mrs. Garrick has a small clothes shop. Her clothes sell very quickly and so she prefers to order large quantities. However, she does not have enough space in the back of her shop to store a lot of clothes.
3)Mr. Wheeler is the owner of a pet shop. He specialises in reptiles, especially snakes. Recently he heard from his supplier that in the next few months it will become increasingly difficult to import them, and so snakes ordered after the end of this year will become considerably more expensive.
4)Mrs. Collins is the owner of a cheese shop in the south of England. She sells large quantities of some types of cheese, for example Cheddar, and would find it convenient to have the Cheddar delivered every week.
5)Mr. Mohammed owns a warehouse in London and is a wholesaler of cheap clothing, which he then sells to market traders. He likes to get the goods as cheaply as possible, and knows that most manufacturers offer a discount if goods are ordered in large quantities.
6)Mr. Graham manufactures machines to specification. He needs some parts to complete a machine which he is currently building. However, he is a bit worried as the customer needs the machine in four weeks’ time, and this will not be possible if he does not get the parts by a certain date.
7)Mr. Vintner is an exclusive retailer of fine wines. Every year, he likes to have just one bottle of each new wine to try before deciding whether or not to stock it in his shop.
8)Recently Mr. Johnson, the owner of a bookshop, ordered 20 copies of a new cookery book. The book sold so well that he has decided to order another 30 copies.
9)Mr. Weatherfield is the owner of a shoe shop. Recently he established contact with an exporter in Italy and was so satisfied with the execution of his initial order that he has ordered exactly the same again.
10.When may a standard form of a contract be used?
11.What are the clauses of the standard contract of sale?
12.When is it necessary to work out an individual contract? Give examples.
13.What additional clauses may a contract comprise?
LANGUAGE STUDY
1. Find in Texts 3.6–3.8 the English equivalents for the following words and word
combinations.
Исполнение договора; торговая палата; общий запрос; специальный запрос; объявление тендера; разместить заказ; ответное предложение по запросу; предложение по собственной инициативе; твердое предложение; предложение без обязательств; ограниченный запас; конфликты в промышленности; пробный заказ; постоянный заказ; товар по требованию; предварительный заказ; оптовый заказ; нарушение договора; пострадавшая сторона.
2. Match the types of contracts on the left with their Russian equivalents on the right. Pay attention that two terms are interchangeable.
1) implied |
a) положительно выраженный |
2) implicit |
b) лишенный исковой силы (не за печатью) |
3) express |
c) подразумеваемый (т.е. договор на основе конклюдентных |
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действий, квази-договор) |
4) specialty |
d) за печатью |
5) contract under seal |
e) подразумеваемый, молчаливый |
6) nude |
f) оспоримый |
7) voidable |
g) не имеющий юридической силы (ничтожный) |
8) void |
h) за печатью |
3. Match the words on the left with their definitions on the right.
1) conclude |
a) a request to supply goods |
2) offer |
b) move irregularly or up and down |
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3) non-binding offer |
c) the amount of money paid per unit for a good or service |
4) withdraw |
d) firmly established, unchanging |
5) confirm |
e) arrange finally; settle |
6) firm order |
f) give or send back |
7) fluctuate |
g) offer without engagement |
8) fixed |
h) binding offer |
9) order |
i) an expression of willingness to do something |
10) price |
j) take back |
11) return |
k) prove to be true or valid, verify |
4. Fill in the gaps with the words given above in 3.
There are various ways to (1) … a sales contract. Most (2) … are non-binding. As (3) … can be changed or (4) … at any time, a sales contract does not exist until the seller (5) … the order, making any changes impossible. This is the most normal way of concluding a sales contract. Sellers tend to make (6) … when trading in goods where the prices (7) … a lot. They set a (8) … price and if the buyer doesn’t place an (9) … within the period of time where this price is valid, the offer expires. The seller can then make another offer with new prices to keep up with the (10) … on the market. In this case, if the buyer is not interested in the goods, he is expected to (11) … them within a certain period of time, otherwise he will have to pay for them.
5. Fill in the gaps with prepositions and adverbs where necessary.
In order to save time, almost every association (1) … the federal governing bodies has standard forms (2) … orders and contracts (3) … sale. These contain (4) … blank spaces to be filled (5) … (6) … the various information required.
Foreign trade involves specialised knowledge (7) … many fields, and highly-trained personnel, which means if businessmen are not sure, they should use the knowledge and abilities (8) … consulting bodies (9) … market research, marketing, reliability (10) … companies they are going to do business (11) … , etc.
A firm order (12) … an overseas buyer is often called an indent, and there is a special type (13)
…commission agent, in Great Britain, for example, called an indent house, i.e. an agency which collected indents (14) … buyers and places them (15) … suppliers.
Less developed countries are creating their own manufacturing industries and are changing traditional patterns (16) … trade: their products are sometimes cheaper and (17) … higher quality because (18) … lower labour costs and the free availability (19) … local raw materials.
A commercial invoice contains (20) … the names and addresses (21) … sellers and buyers, a full description (22) … the goods delivered including the weights and numbers and marking (23) … all (24) … the cases, the price per unit and the total value (25) … the consignment. It also states the port (26) … and the date, the terms (27) … delivery and the terms (28) … payment. It is signed (29)
…an authorised person (30) … behalf (31) … the sellers.
CONTRACTING
1.Read the information about the standard contract of sale and say
•which clauses the sales contract may comprise;
•what peculiarities each of the clauses has.
Use the words below the text to translate the underlined words
С о д е р ж а н и е ( 1 ) к о н т р а к т а
П р е а м б у л а ( 2 ) (вводная или вступительная часть)
Содержит основные положения и цели, обстоятельства и мотивы, послужившие основанием для заключения договора, поскольку ясно описывает «причину существования» контракта, а это, в свою очередь, помогает р а з р а б о т ч и к а м ( 3 ) контракта в вопросах интерпретации в случае возникновения споров по договору.
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С т о р о н ы ( 4 ) по договору
Каждая из договаривающихся сторон должна быть поименована ясно и четко. Это касается их правового статуса и м е с т о п о л о ж е н и я ( 5 ). Н е н а д л е ж а щ е е ( 6 ) указание сторон по контракту может приводить к возникновению множества проблем.
О п р е д е л е н и я ( 7 ) (формулировки)
Многие виды контрактов требуют краткого списка определений.
П р е д л о ж е н и е ( 8 ) и его п р и н я т и е ( 9 ) (оферта и акцепт)
Необходимо определить, в чем состояло предложение (оферта) и как оно было принято (акцептовано).
О б я з а т е л ь с т в а ( 1 0 )
В данной статье необходимо подробно описать все то, что стороны с о г л а с о в а л и ( 1 1 ) между собой, а так же включает такие вопросы как стоимость т р а н с п о р т и р о в к и ( 1 2 ), у п а к о в к и ( 1 3 ), маркировки и т. д.
У с л о в и я ( 1 4 )
Этот раздел включает предварительные условия и последующие.
К о м п е н с а ц и и ( в о з м е щ е н и е у б ы т к о в ) ( 1 5 ) и в о с с т а н о в л е н и е в п р а в а х ( 1 6 )
Не забудьте оговорить ограничение ответственности сторон в данном разделе. Обязательства сторон в отношении о х р а н ы ( 1 7 ) о к р у ж а ю щ е й с р е д ы ( 1 8 )
Необходимо перечислить все возможные риски и определить, какая из сторон несет ответственность в случае возникновения проблем, связанных с угрозой экологии.
О ф о р м л е н и е к о н т р а к т а Определите, какой набор стандартных условий будет управлять контрактом. Г а р а н т и и ( 1 9 )
В международных контрактах необходимо заключать обеспеченную сделку.
П о с т а в к а ( 2 0 ) и п р и е м к а т о в а р о в ( 2 1 )
В контрактах, которые регулируются американским законодательством, подобные проблемы регулирует Единый торговый кодекс США (Uniform Commercial Code). Желательно применять термины, включенные в ИНКОТЕРМС – международные правила толкования коммерческих терминов и выражений, наиболее часто встречающихся во внешнеторговых контрактах. В этом сборнике определяется ответственность покупателя и продавца для различных условий поставки. Выпускается международной торговой палатой.
С т р а х о в а н и е ( 2 2 ), риск от потерь
Данная статья определяет, кто несет ответственность за повреждение или потерю товаров, и кто – за страхование груза. Например, во Франции коммерческий риск п е р е х о д и т ( 2 3 ) к покупателю в момент подписания контракта, в то время как, согласно ЕТК США или ГК РФ, он переходит к покупателю после поставки товара.
Ц е н а и у с л о в и е о п л а т ы Это важнейший пункт контракта, требующий самой тщательной проработки.
П р е м и я ( 2 4 ) за быструю оплату и н е у с т о й к а ( 2 5 ) за з а д е р ж к у ( 2 6 ) платежа
Партнера по сделке желательно стимулировать.
Ф о р с - м а ж о р ( 2 7 ) и з а т р у д н е н и я ( 2 8 )
Так как каждая правовая система имеет свое собственное определение форс-мажорных обстоятельств, желательно сослаться на стандартное определение.
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