1. An international trade contract is also called a foreign trade contract or an import and export trade contract in China, that is, a written agreement reached by the parties whose places of business are in different countries or regions on the rights and obligations arising from the sale of goods.
The function of a written contract can be summarized as follows:
1, as evidence of the establishment of the contract.
2, as the basis for the performance of the contract.
3. Sometimes, the contents of a written contract, which is the effective condition of a contract, can be divided into three parts: the first part: including the name of the contract and the names and addresses of both parties to the contract. Some contracts also state the intention of the contract in the form of a preface and put it at the beginning of the contract.
(1) This clause is the central part of the contract, which stipulates the terms of the transaction and clarifies the rights and obligations of both parties.
(2) Contract: explain the number of copies of the contract, the scheme used and its effectiveness, the signing time and place, and the effective time.
Two, the establishment of the contract, must conform to the legal norms, in order to be effective, that is, the contract must meet certain legal conditions, including:
1. The parties to a contract have legal capacity. Both importers and exporters must have legal qualifications to sign contracts. On the one hand, as far as Chinese importers and exporters are concerned, only when the government approves the enterprises that have the right to operate foreign trade can they reach a sales contract for the goods that they have the right to operate; On the other hand, the importer and exporter of the other party should also have the ability and qualification to sign import and export contracts, and the specific conditions should be determined according to their domestic laws. Because import and export trade is mainly the behavior between enterprises, and the behavior of enterprises must be realized through natural persons (authorized agents). Therefore, it should be determined whether the representative of the enterprise who signed the import and export contract has the capacity to act. First, the natural person who signs must be the authorized representative of his enterprise; Second, the signatory cannot be a minor or a mental patient.
2. The parties must reach an agreement, which is reached through offer and acceptance on the basis of voluntariness and truthfulness.
3. The contract must have consideration and legal consideration. Consideration is a system of Anglo-American legal system, which refers to mutual payment provided by both parties to a contract, that is, both parties pay for each other. Ewing is France.
The law emphasizes the direct purpose pursued by the parties when signing a contract. In the sales contract, the consideration shows that the rights enjoyed by one party are based on the obligations of the other party, and both parties should have rights and obligations. For example, the seller delivers the goods to get the buyer's payment, and the buyer pays to get the goods submitted by the seller. Through the transaction, the buyer gets the goods and the seller gets the payment, which is the consideration for the signing of the contract between the buyer and the seller. The sales contract is valid only if there is consideration or consideration, otherwise it is not protected by law.
4. The subject matter and contents of the contract must be legal. The conclusion of any contract must ensure that it does not violate the law or violate or endanger the public policy of the country, otherwise it will be invalid.
5. The agreement between both parties must be true. The contract is the result of the will of both parties. If the will of the parties is wrong or inconsistent, or the contract is fraudulent or coerced, the laws of different countries will handle it differently. According to the relevant laws and regulations of our country, if the actor has a serious misunderstanding of the content of the act, one party has the right to request the people's court or the arbitration organ to change or cancel it, and the contract concluded by fraud or coercion is invalid.
6. The contract must conform to the legal form. According to China's Law on Foreign-related Economic Contracts, foreign-related economic contracts must be concluded, modified or terminated in written form, including not only formal contracts or confirmations, but also letters, telegrams, telex and faxes. Anything without a written form is invalid. This is also one of the two reservation clauses of China's approval to participate in the United Nations Convention on Contracts for the International Sale of Goods.
Terms that should be paid attention to when signing an international trade contract
① liquidated damages clause: the first clause of liquidated damages cannot be omitted, the second clause should be comprehensive, and the third clause can be high, but not too high, because too high will invalidate the clause, which is equivalent to letting the court decide for itself.
(2) Commodity inspection terms: The commodity inspection certificate is the basis for the buyer and seller to settle accounts, calculate customs duties and judge right and wrong. The contract shall clearly stipulate the inspection standard, inspection period, sealed inspection or current inspection, and the time limit for raising objections and replying to the quality and quantity of the subject matter to avoid delay by the importer.
③ Force Majeure clauses: It is best to list the specific scope, proof conditions and notice period of force majeure in international contracts as far as possible, so as to avoid the importer from making excuses for not paying.
(4) Dispute settlement clause: For many reasons, such as difficulties in implementation abroad, it is best to stipulate arbitration clause. Terminology expression should be standardized, and ambiguity should not cause trouble. For example, "All disputes arising from this contract shall be submitted to China International Economic and Trade Arbitration Commission for arbitration in accordance with its arbitration rules. The award is final and legally binding on both parties. "
⑤ Applicable provisions of law: For those who are unfamiliar with international treaties and foreign laws in China, China law shall be applied as far as possible to resolve disputes.
⑥ Contract language and its validity clauses: It is best to specify which language shall prevail in the contract, especially for contracts with complicated contents such as buying and selling equipment. The contract can also stipulate the conditions for the contract to take effect, such as favorable terms such as taking effect after paying a deposit.
legal ground
People's Republic of China (PRC) Civil Code
Article 490 Where the parties conclude a contract in the form of a contract, the contract is formed when the parties sign, seal or fingerprint it. Before signing, sealing or fingerprinting, one party has fulfilled its main obligations, and the contract is established when the other party accepts it.
Article 465 A lawfully formed contract shall be protected by law. A legally established contract is legally binding only on the parties, except as otherwise provided by law.