The Foreign Trade (Export) Contract
The framework for foreign trade contracts was first laid down in 1980 by members of the United Nations (UN) in the Vienna Convention. The members of the organisation undertook to be bound by the provisions of the Convention when concluding contracts relating to the international sale of goods. The Convention promotes the development of world trade, as the application of uniform rules compatible with different social, economic and legal systems reduces legal barriers to international trade and, at the same time, it helps clarify numerous legal issues between sellers and buyers. Among the clarifying provisions, it is worth mentioning that the sales contract does not need to be in writing or proved in writing and is not subject to any other formality; even an email purchase order can be considered a foreign trade contract between the seller and the buyer of the goods. However, it may be that the country of destination, i.e. the buyer’s country, is not a party to the Vienna Convention, in which case it is essential to clarify in the foreign trade contract which legal system will apply in respect of the contract.
In addition to numerous individual provisions stemming from the type of goods (or services) ordered, there are certain basic substantive elements that must be included in the foreign trade contract. Such substantive elements – besides the name of the goods and the price for them – are the currency of the transaction, the schedule of delivery and how the related costs and risks related to delivery are to be shared (“Incoterms”), the terms of payment (whether payment is to be made in advance or is to be deferred, or whether the parties have agreed on payment by bank transfer, open delivery or secured payment, etc), the names of the documents that will accompany the goods, the statement of the warranty obligations of the supplier, and, of course, the duration of the contract, the possibilities for termination, and the court of the country to which the parties may apply in order to settle any disputes.