As a result of the development of the economy, the purchase and sale activities are not only developed in Vietnam but also develop in the world. International transactions are increasing day by day in the form of contracts for the international sale of goods. So, what is a contract for the international sale of goods, and what is the procedure for signing contracts for the international sale of goods? The below article by Apolo Lawyers (Hotline: +84.903.419.479) will help our clients answer these questions.

Besides the national law such as Commercial law 2005, CISG is the rule that usually is used to stipulate the contracts for the international sale of goods in Vietnam.

1. What is a contract for the international sale of goods?

Article 3, Commercial law 2005 stipulates that a contract for the sale of goods is commercial activity whereby the seller is obliged to deliver goods, transfer ownership of goods to the purchaser and receive payment; the purchaser is obliged to pay the seller and receive goods and the ownership thereof as agreed.

However, different from a contract for the sale of goods, contracts for the international sale of goods have an international element. According to CISG, an international element refers to the address of the head office of the parties in the international contract. The head office of parties must be in different countries. Therefore, we can understand that contracts for the international sale of goods mean the agreement has international elements, in this, the seller has obligations to deliver goods and the ownership of the goods to the buyer, and the buyer has the obligation to make payments and receive goods.

2. The features of contracts for the international sale of goods

The international element is the key point that builds the features of contracts for the international sale of goods. In general, contracts for the international sale of goods have the following features:

• The subject of contracts for the international sale of goods is the parties whose place of business is located in different countries.
• Goods that are the subject of contracts for the international sale of goods are goods that can be transported across the border of a country, that is, can be moved from one country to another, or can be moved from an export processing zone….
• The currency used for payment between two parties, the buyer and the seller, can be a foreign currency for either party.
• Disputes arising between the parties surrounding the conclusion and performance of the contract may be adjudicated by a court of a country or by a competent arbitration institution.
• The law governing contracts (law applicable to contracts) is complex and diverse: if it is a domestic contract, it is only governed by the law of that country, and if it is a contract for the international sale of goods, it may be necessary to apply foreign laws, international custom or treaties and even case precedents.

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3. Procedure for signing contracts for the international sale of goods

Because this is a contract for the international sale of goods, not in every case the parties in the contract can meet directly and discuss the contract.

• For contracts for the international sale of goods signed between people who can meet directly, the signing of the contract usually takes place simply, based on direct negotiations between the parties. If the parties fully agree on the issues raised during direct negotiation and jointly sign the draft contract, the contract is considered signed from the time the parties sign the contract. At this time, the date and place of signing the contract are determined by the date and place of the signing of the contract by the parties.
• For contracts for the international sale of goods signed between people who are far away from each other, without direct negotiation conditions, the contract is signed by sending or exchanging proposals for contract signing (sending offers or placing orders); and accepting the conclusion of the contract (accepting an offer or accepting an order). These contracts typically go through two stages:

• The stage of requesting the conclusion of a contract, at this stage, the person requesting to sign the contract must be in compliance with a number of provisions of the law such as the validity conditions of the application for contract signing; the validity period of the offer to sign the contract and the conditions for unilaterally declaring the cancellation of the offer to sign the contract take effect.
• The stage of accepting the proposal to sign the contract also has several provisions to note. For example, under the laws of most countries, if the offeree unconditionally accepts the offer to enter a contract, the contract is considered concluded. On the contrary, if this person adds or amends some points to the proposal to sign the contract, then legally, they have refused to sign the contract. This refusal to sign has certain legal consequences: a contract is considered concluded only if the offeror accepts any amendments made by the offeree.

​>>> Read more: Drafting a contract for the sale of goods

>>> Read more: How to determine the compensation for damages for the breach of contract?

4. How can Apolo Lawyers help our client in signing contracts for the international sale of goods? 

In addition to the information analyzed above, there are some challenges to preparing to sign contracts for the international sale of goods. If you have any problem with the procedure for the international sale of goods or anything else, feel free to contact Apolo Lawyers at our website APOLO LAWYERS, or by Hotline: +84.903.419.479. With a high - professional, long–term practice experienced team of solicitors, Apolo Lawyers claim to give you accurate legal advice fastly and effectively. Besides that, we also provide consultation about legal issues related to the procedure for signing contracts for the international sale of goods, such as:

• Consulting about the provisions of the procedure for signing contracts for the international sale of goods;
• Draft international contracts and other related documents;
• Review international contracts;
• Anticipate ideas and agreements that partners can use, thereby proposing appropriate countermeasures.

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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