Professional Documents
Culture Documents
Trade Chapter 1
Trade Chapter 1
Websites/Online sources
www.uncitral.org
www.cisg.law.pace.edu
www.unilex.info
http://www.iccwbo.org/
www.trungtamwto.vn/vandedacbiet/cong-uoc-vien
www.moit.gov.vn
http://www.vcci.com.vn/
Course Description
1. Study Objectives
• Gaining theoretical knowledge and practice of international
trade transactions.
• Skills in drafting and operating contracts for sales of goods.
• Well-doing business in different markets of commodities,
trade partners, culture, etc.
2. Methodology
• Two-way attending lectures on the class.
• Self-studying and exploiting materials suggested by the
teacher.
• Analyzing case studies and team working.
Course Description
Time Allocation
1. Concepts
International trade in goods and service: purchase, sale,
exchange of goods and service across national borders.
2. International trade transaction
• Commercial activity: for profit purpose
• Movements of goods and money across borders.
• Here.
I. GENERAL VIEW OF CONTRACT FOR
INTERNATIONAL SALES OF GOODS
Contracting
Parties
3. Main questions
• What is the commodity??
• Which mode of transaction
• Who ? Actors, Parties??
• How, when and where ?? Process, procedures and
conditions, documentary works.
• Why?? Purposes/Goals of transaction.
International Commecial Laws and regulations
1.1. ENQUIRY
Ref.: 20130115
Dear Sirs,
It is pleasure to know that you are one the largest
manufacturer of garment in Vietnam. Now, we want to import
1000 men T-shirts in your latest catalogue. Please give us
the details of price and other conditions for this order. We
lookfoward to receiving your reply soon.
1. DIRECT TRANSACTIONS
1.2. OFFER
A proposal for concluding a contract addressed to
one or more specific persons constitutes an offer if it is
sufficiently definite and indicates the intention of the
offeror to be bound in case of acceptance. A proposal is
sufficiently definite if it indicates the goods and
expressly or implicitly fixes or makes provision for
determining the quantity and the price.
1. DIRECT TRANSACTIONS
OFFER CLASSIFICATION
1. Based on the Offeror
Offer and Order/ Selling and purchasing offer
2. Based on implementation method:
Passive offer and Active offer
3. Based on level of biding on the parties:
Free offer and Firm offer
1. DIRECT TRANSACTIONS
Dear Sirs,
It is pleasure to receive your enquiry of Ref.20130115, I
would like to send an offer as following:
Price: USD 80/unit FOB Haiphong port, Incoterms 2010.
Payment: L/C atsight
Delivery: as soon as possible
We look forward to receiving your firm order.
1. DIRECT TRANSACTIONS
VALIDITY OF AN OFFER
• Good Faith, goodwill and freedom.
• Fully reach the offeree.
• Legal: Party, Goods, Format and Content.
Q/A; What is a legal offer? Based on which laws?
sg
1. DIRECT TRANSACTIONS
CISG Article 16
(1) Until a contract is concluded an offer may be revoked if the
revocation reaches the offeree before he has dispatched an
acceptance.
(2) However, an offer cannot be revoked:
(a) if it indicates, whether by stating a fixed time for acceptance
or otherwise, that it is irrevocable; or
(b) if it was reasonable for the offeree to rely on the offer as
being irrevocable and the offeree has acted in reliance on the
offer.
1. DIRECT TRANSACTIONS
Hoàn giá (tiếng Anh: Counteroffer) là một đề nghị phản hồi lại đề nghị ban đầu. Khi một cá nhân đề nghị hoàn giá, điều đó có nghĩa là đề
nghị ban đầu đã bị từ chối và được gợi ý bằng một đề nghị khác
1.4. ACCEPTANCE
Accept primarily the offer.
Express the offeree’s goodwill to conclude a Contract.
Q/A: How to make an acceptance?
- Absolute Acceptance
Acceptance with some changes and/or additions.
Refer to primary conditions and terms of the offer: a
Counter-Offer not an acceptance
Others : As an acceptance unless the Offeror rejects.
1. DIRECT TRANSACTIONS
Q/A:
A silent response to the offer is an acceptance?
In case the Offeror rejects how should the offeree’ react?
Is there a new offer??
1. DIRECT TRANSACTIONS
EFFECTIVENESS OF AN ACCEPTANCE
• Legal acceptance
• Not depend on any conditions or terms.
• Accepted by the last offeree
• Acceptance must reaches to the offeror
• Accepting in the validity time of the offer
1. DIRECT TRANSACTIONS
Conclude an Contract:
Offer + Acceptance
Or Order + Confirmation
REVOKE AN ACCEPTANCE
Notice of offer revocation reaches the offeree before or
at the same time the acceptance comes into effectiveness.
1. DIRECT TRANSACTIONS
Q/A:
A silent response to the offer is an acceptance?
In case the Offeror rejects how should the offeree’ react?
Is there a new offer??
Case Study:
1.1. Definition
Transactions made by the Seller and the Buyer with
connecting activities of the third party. He is a commercial
intermediary.
1.2. Characteristics
• Based on authorizations.
• Dependent relationship
2. INTERMEDIARY TRANSACTIONS
• Sharing profits.
• Linkages of the Seller and the Buyer/ The Manufacturer
and the Consumer.
Q/A: What are the advantages and disadvantages of the
commercial intermediary activities? And when a trader need
an intermediary?
2. INTERMEDIARY TRANSACTIONS
1.3. Classification
1.3.1. Broker
• Supporting the Seller and the Buyer to exchange
information and negotiate an contract.
• Gaining commision from the Seller and /or the Buyer.
• Not involve in making and implementing the final signed
contract.
2. INTERMEDIARY TRANSACTIONS
1.3.2. Agency
Agent is a trader who acts under the authorization of the
principal. It is stipulated in the Agency Agreement
Involve in the making and implementing the signed Contract.
Agent is a party in the agency contract
2. INTERMEDIARY TRANSACTIONS
CLASSIFICATION
a. Based on the relationship between the Agent and the
Principals
• Mandatory Agent
• Commission Agent
• Merchantable Agent.
b. Based on the power scope of the Agent
2. INTERMEDIARY TRANSACTIONS
• Opening
• Effectiveness and Expiry Date
• Agency Area
• Rights and Obligations of the Agent
• Rights and Obligations of the Principal
• Price
• Remuneration and Cost
• Conclusion and Termination of the Contract .
• Signatures
2. INTERMEDIARY TRANSACTIONS
II. COUNTERTRADE
1. Definition
A reciprocal trade in which goods or services are traded
for other goods or services when they can be traded for
money.
2. Characteristics
Exporter is Importer in parallel
Money is mean of calculation not payment.
II. COUNTERTRADE
• Compensation
• Parallelogram payment
• Counter Purchase.
• Offset
• Buyback
• Switch Trading
1.4. Contract for Counter Trade
- Two list of goods: Sending and Receipt.
- Contract performance security: deposits, penalty and reciprocal
L/C.
III. RE-EXPORT
1.1. Definition
It is a commercial activity in which the trader exports the
previously imported goods for earning his profits.
1.2. Characteristics
Triangle transactions with two separate sales of goods
transactions.
Goods kept unchanged, no value-added activities.
III. RE-EXPORT
Goods
Export Country
Money
Export Country
(2) (1)
Re-expt. Country
No Customs Procedures
For Imp. And Exp.
Import Country
Areas for transshipment of
goods at Vietnamese ports
(2)
Bounded Warehouse or
goods Yard at bordergates
III. RE-EXPORT
Exporter/ Third
L/C 2 party Supplier
1.1. Definition
Commercial processing means a commercial activity
whereby a processor uses part or whole of raw materials
and materials supplied by the Principal to perform one or
several stages of the production process at the latter's
request in order to receive remuneration (VN Commercial
Law 2005).
IV. INTERNATIONAL PROCESSING
International Processing = Commercial Processing
performance+ International Factors.
57
IV. INTERNATIONAL PROCESSING
1.2. Characteristics
• Trading and manufacturing combination
• Processing remuneration equals to value of consumed
labor
• Processing materials ownership not transferred from the
Principal to the processor during the processing time.
Here.
IV. INTERNATIONAL PROCESSING
300
264.19
250 243.5
253.07
215.12 236.68
200 213.01
176.58
162.02
174.8
150.22 165.57
150
147.85
100
72.24
84.84
50
32.44
14.45 36.98
15.64
0
2000 2005 2010 2014 2015 2016 2017 2018 2019
64
TOP MAJOR EXPORT COMMODITIES
UNIT: bi. US dollar
60
51.38
49.22
50
40 35.92
32.85
29.56 30.48
30
18.32 18.3
20
16.24 16.36
10.65
8.51
8.91 4.7
10 8.02
2.08
4.01 1.69
0.63 1.07
0
Máy vi tính, Hàng dệt may Điện thoại và Giày dép các Máy móc Gỗ và sản đá quý, kim Chất dẻo NL Sản phẩm nội Phương tiện
sản phẩm các loại linh loại thiết bị, dụng phẩm gỗ loại quý, và và sản phẩm thất, và chất vận tải và phụ
điện tử và kiện cụ, phụ tùng sản phẩm liệu khác gỗ tùng
linh kiện khác
2018 2019
65
TOP MAJOR IMPORT COMMODITIES
UNIT: bi. US dollar
60
51.36
50
43.14
40 36.75
32.88
30
20
15.01 15.53
10.2 10.55
10
3.6 4.16 4.07
3.16
1.83 2.55 3.79 2.75 3.58 3.66 1.53
1.2
0
Máy vi tính, Máy móc Ô tô nguyên Than các Dầu thô Linh kiện, Chất dẻo Sản phẩm từ Hoá chất và Quặng và
sản phẩm thiết bị, chiếc loại phụ tùng ô NL và sản sắt và thép sản phẩm khoáng sản
điện tử và dụng cụ, tô phẩm khác
linh kiện phụ tùng
khác
2018 2019
66
IV. OTHER SPECIFIC TRANSACTIONS
1. AUCTION OF GOODS
3. GOODS EXCHANGE
4. FRANCHISE
Case: Apple’ Global Value Chain
Case: Apple’ Global Value Chain
Case: Apple’ Global Value Chain
Critical Thinking: Why and How do the Vietnamese firms
participate in the Samsung’ sGVC??
IV. 1. AUCTION OF GOODS đấu giá hàng hoá
1.1. Definition
VN Commercial Law, Article 185:
Auction of goods means a commercial activity whereby
sellers themselves conduct or hire auction organizers to
conduct public sale of goods to select purchasers that offer
the highest prices.
IV. 1. AUCTION OF GOODS
1.2. Characteristics
• Special Transaction: public sale of goods; demand higher
than supply. benefit belongs to seller, buyer have to accept the quality
1.3. Classification
Trading Auctions.
Non- Trading Auctions.
1.4. Mode of auction performance
the organizer set low standard
Upward price -> the buyer offer higher
than the law -> choose buyer
with highest price
Downward the organizer set high standard price -> choose the buyer with the closest price to seiling price
1.1. Definition
VN Commercial Law, Article 214
Bidding for goods or services means a commercial
activity whereby a party purchases goods or services
through bidding (referred to as bid solicitor) in order to
dự thầu, solicitor selected -> bidder: nhà thầu
1.2. Characteristics
• Special Transaction: public purchasing of goods, supply
higher than demand.
• Bidding price: usually lower than market one.
• Goods: various, high value , capital and technology
intensive.
• Follow Bid Guides/regulations of some internationals
organizations as WB, ADB, JCB.
IV. 2. BIDDING FOR GOODS
1.3. Classification
1.3.1. According to the number of bidders
•
đấu thầu mở rông Open Bidding
•
đấu thầu hạn chế Restricted Bidding first round -> 2nd, 3rd round …. limited number … to choose the best
1.4. Bidding Perfomance trc đấu giá phải trả 1 khoản deposit, nếu ko trúng thầu thì sẽ đc trả lại
• Pre-qualification bidders
• Tender Dossier
• Tendering Notice
• Instructions to bidder
• Management of bidding dossiers
• Bidding Bonds
• Confidentiality of bidding information
IV. 2. BIDDING FOR GOODS
• Bid Opening
• Consideration of bid dossiers upon bid opening
• Minutes of bid opening
• Evaluation and comparison of bid dossiers
• Amendment of bid dossiers
• Classification and selection of bidders
• Notification of bidding results and entry into contracts
• Contract performance security.
IV. 3. GOODS EXCHANGES
1.1. Definition
Goods Exchange is a special market in which the
parties agree to purchase and sell a defined quantity of
goods of a defined type through the appointed brokers of
môi giới
be chose by the principal
Goods Exchange.
sở GD hàng hoá
1.2. Characteristics
• Specific place and time of performance
• Goods: big volume, standard and uniform
IV. 3. GOODS EXCHANGES
1.2. Characteristics
• Use the franchisor’ uniform intellectual properties within
franchising network.
• Firm and equal cooperation relationship between the
franchisor and other franchisees.
• Independent legal and financial responsibilities.
IV. 4. FRANCHISE
1.3. Classification
1.3.1. According to the core characteristics
Distribution Franchising
Business formulation Franchising
1.3.2. According to the franchising modes
Single Franchising
Exclusive Franchising
Regional franchising
Joint -Venture Franchising
for each mode of trans: what
- who - how - adv/disadv
Q /A:
• Presenting some successful franchising models in
Vietnam (KFC, Highland Coffee,etc)
• Advantages and Disadvantages of commercial
franchising.
• How do Vietnamese traders promote and conduct
franchising contracts in global market.?