DRAFTING AN INTERNATIONAL TRADING CONTRACT
Apart from some traits similar to home trading contract, international trading contract have some following special traits:
a) Object
Object of the international trading contract are benefits that two parties looking forward to when they implement the contract such as merchandise, money, benefit relating to use of such merchandise.
b) Subject
Subject of the international trading contract are parties having headquarter in different countries. Subject having full of civil act capacity is one of the conditions to validate the contract.
c) Object of the contract
Object of the international trading contract is movables, it means goods that shall not be forbidden to circulate in market and they can be moved through national frontiers.
d) Money of account
Currency using to pay the international trading contract is foreign currency to one of parties or both.
e) Language of the contract
International trading contract can be written by foreign language to one of parties or both. Nowadays, most of international trading contract were written by English. Therefore, when parties entering into a contract, they have to understand carefully and unite the definition of important vocabularies in contract.
f) Content
The content of international trading contract is the agreement between parties about the right and obligation of each party in contract relationship. Basic obligations of the seller party is delivering in the right time, place and of the purchaser party is receiving goods and paying.
g) Form
Beside the Article 24 prescribes the form of trading contract in general, the clause 2 Article 27 of Law Commercial 2005 prescribes specially that the forms of international trading contract are writing or another legal forms equivalent (include telegraphy, telex, fax, message data and another forms following the rules of law). This point show that in Vietnam’s Law, international trading contract shall be represented by writing. In another countries, it’s not compulsory to draft the international trading contract by writing, they can be contract by speech or even recognized if they have witnesses.
h) Place to enter into a contract
International trading contract shall be contracted in foreign country to one of parties or in seller or purchaser party or even third country.
Depends on that factors, it show that when contracting a international trading contract, parties easy to get some risk such as law contradiction, risk relating to transport, payment,… and they lead to conflicts. Therefore, when entering into a contract, parties have to think/consider carefully before drafting a detailed and clear contract to avoid the risk in the future.
Extract from “Notebook of practising law – Skills of practicing law in investment, business, commercial” November, 2017.
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