A contract for the international sale of goods is only recognized as valid if it is expressed in a certain form, by the provisions of applicable law. What conditions on the forms of contracts for the international sale of goods can make the contracts valid? In this article, Apolo Lawyers - Solicitors & Litigators (Tel: (+84) 903.419.479) will answer these questions.
The form of a contract is the outward expression of the contract content, including the synthesis of forms, procedures and means to express and announce the will of the parties, record the contract contents and represent the indicates the existence of the contract.
A contract for the international sale of goods is only recognized as valid if it is expressed in a certain form, by the provisions of applicable law. This is a mandatory condition to prove the existence of the contract.
International sales contracts can be governed by international treaties, national laws or international commercial practices. To determine the law applicable to the form of international sale of goods, the laws of countries mainly apply the principle of “locus regit actum”.
Unlike the provisions in the laws of other countries, as well as the mutual legal assistance agreements that Vietnam has signed with other countries, the United Nations Convention on Contracts for the International Sale of Goods, 1980 (CISG) Article 11 “A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means, including witnesses”. However, the CISG also allows States to reserve the right not to apply this Article 11, according to which contracts for the international sale of goods are required to comply with certain formal conditions of international law. The new country is recognized in force.
According to the 2010 PICC, paragraph 2 of Article 1 provides that a contract can be proved “including by witness”. Paragraph 2, Article 9 of the 1980 Rome Convention on the Law Applicable to Contractual Obligations provides that in the case of the parties entering into a contract in different countries, the contract is still valid if it satisfies the condition of formality of the law governing the contract of one of these countries. Thus, the provisions in these documents are quite open to most widely recognizing the conditions of validity of the contract.
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Conditions on the forms of contracts for the international sale of goods
To determine the validity of a contract, Vietnamese law in Clause 7, Article 683 of the Civil Code 2015 provides that “Form of a contract shall be determined by the law applied to such type of contract. In the case where the form of a contract does not comply with the form of the law applied to such contract but complies with the form of the law of the country where the contract is entered into or the law of Vietnam, such form of contract shall be recognized in Vietnam”.
Thus, the provisions of Vietnamese law are consistent with the provisions of the Mutual Legal Assistance Agreement that Vietnam has signed with other countries, similar to the provisions of the Nordic countries, Western Europe and the United States. With the above-mentioned general principles, it can be seen that Vietnamese law does not allow subjects to choose the law to regulate the form of a contract.
Thus, if Vietnam joins the United Nations Convention On Contracts For The International Sale Of Goods 1980, Vietnam is entitled to reserve, not apply Article 11 of this Convention, because Vietnamese law contracts for the international sale of goods must be signed in writing.
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Conditions on the forms of contracts for the international sale of goods
Apolo Lawyers is confident in providing Clients with optimal and effective legal service, including the following:
Consulting on the right and obligation of the parties in the contract sale of goods;
Consulting to determine the basis for dispute settlement and legal basis for dispute settlement;
Consulting, and preparing to contact and negotiate with related parties in the settlement of international contract sale of goods disputes;
Guide customers to collect documents and evidence, and provide information;
Authorized representative lawyers meet and discuss with Arbitration, Courts, and judgment enforcement agencies to protect the legitimate rights and obligations of clients.
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Apolo Lawyers is proud to be a law firm with many years of experience in business consulting that will support clients in the field of commercial contracts. In case you need advice related to a commercial contract, please contact us via email at contact@apolo.com.vn or Hotline – (+84) 903 419 479 for the best advice and support.
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