Analysis of international contract

TOPIC#4

INTERNATIONAL CONTRACT

ASSIGNMENT:

ANALYSIS OF INTERNATIONAL CONTRACT

(5 points)

You are a manager of the Ukrainian company dealing ininternational business. You areentrusted toanalyze the draftsof the contractsof sale with a foreign partnersthat are very important for the company.

You are required to analyze the content and risks of the contractors, make conclusions and put forward your proposition to minimize the risks of the Ukrainian party. Your expert conclusion should answer the questions: Is this contract worth signing? Why? What are your propositions (amendments) as to the contents of the contract? What would you offer to change/add/correct in the text of the contract for the benefits and interests of Ukrainian party as well as to develop further business partnership with the foreign partners.

Please, submit your results in the Table below referring to the corresponding clauses of the contracts

1. CONTRACT №18/K: FCA, Advance payment

2. CONTRACT №428: FCA, Advance payment

3. PURCHASE-SALE AGREEMENT (CONTRACT) №SM-1307/ (please, see file contract.pdf)

ANALYSIS OF THE CONTRACT №18/K

	Content	Comments
Clause of the contract	Remarks (Risks for the Ukrainian Party)
1. Number, Date and Place:
2. The Preamble:
3. The Subject of the Contract:
4. The Quality and Quantity of the Goods:
5. Basic Terms of Delivery of Goods:
6. Price and Total Amount of the Contract:
7. Terms of Payment:
8. Terms of Acceptance and Transfer of Goods:
9. Packaging and Labeling (Marking):
10. Force Majeure:
11. Sanctions and Claims:
12. Settlement of Disputes in Court, Arbitration:
13. Other Conditions:
14. Location, Mail Address and Payment Requisites of the Parties:
CONTRACT №18/K Kharkov 15/07/2014
Company “HSS Otomotiv “, hereinafter referred to as the “Seller”, on behalf of the Sales Manager – José Ramón Blasco, and "IRBIS-AVTO"Ltd, Kharkov, Ukraine, hereinafter referred to as the "Buyer", on the other part, in person of the General director ChesnovV. N.acting in virtue of the Statute, have concluded the present Contract to the effect that: 1.THE SUBJECT of the CONTRACT The Seller will sell and the Buyer will buy on terms FCA Magdeburg (INCOMTERMS 2010) production, hereinafter referred to as the "Goods", according to prices and quantities, stated in specifications which are an integral part of the present Contract. The Seller can provide the Buyer with samples, advertisement, catalogues etc. with the promotional purpose in the Ukrainian market free of charge.
2. PRICES AND THE TOTAL OF THE CONTRACT Prices according to the range are shown in Specifications of the present Contract and do not include Ukrainian import taxes and duties. The prices are not subjected to any changes within the Contract validity period. In the case prices are increased due to the reasons not depending on the Seller, the Seller shall inform the Buyer about it in written not later than before 3 weeks with indication of the reasons for increase. The total amount of the contract is 150 000 EUR (one hundred and fifty thousand EUR), including the price of export packing and marking. Currency of price and payment is Euro. The packing is non-returnable.
3. TERMS of PAYMENT The 100% payment shall be made by Buyer in EUR according to the Proforma-invoice during 20 (twenty) days after the date of Proforma- invoice by the Seller. The payment shall be transferred to the Seller's bank account. The Buyer shall bear the bank commission on the territory of the Buyer and the Seller shall bear the bank commission on the territory of the Seller. 4. QUALITY AND QUANTITY The quality of the Goods sold under the present Contract shall be in accordance with standards and technical conditions agreed by The Seller and The Buyer and Quality Certificate issued by competent institutions or by the plant-producer. The Seller provides the Buyer with the Certificate of Quality for the Good sold.The quality of the Goods shall be in accordance with the Certificate of Conformance ISO 9001-2000.The Seller guarantees quality and compliance of the Goods to the Contract terms. If the Goods happen to be defective or not in full conformity with terms of the Contract within the period of guarantee, the Seller will immediately remove the defects or replace the defective Goods with new ones during 30 (thirty) days after the Buyer advanced claim. 5. TERMS of DELIVERY The Goods listed in specifications shall be sent by the Seller on terms FCA Magdeburg during 7 (seven) days from putting prepayment on The Seller’s bank account. According to the Buyer's requirement and at the expense of the Buyer the Seller gives its full support as to any documents or its electronic equivalents, which are given in the country of loading and which can become necessary to the Buyer to deliver Goods in Ukraine. The Seller hand over to the Buyer the following documents: - The Seller’s invoice; - Packing list; - The Seller’s Certificate of Origin; - Certificate of quality; - Export custom declaration In case the delay of delivery exceeds two months the Buyer will have the right to annul the whole Contract or a part of it without any compensation to the Seller expenses or losses connected with the annulment of the present Contract.
6. CLAIMS The Buyer have the right for Claims which may arise with regard to the insufficient quality of the Goods to the requirement of the present Contract, standards and technical conditions within the 12 months after the date of the Goods delivered as well as the claims with regard to the quantity of the Goods within 60 (sixty) days from the date of arrival of the Goods to the Buyer’s warehouse. The Claims towards quantity and quality of the Goods shall be made by the Buyer in written. The Claims should be confirmed by the Buyer’s reports drawn up with the assistance of the Chamber of Commerce and Trade of Ukraine. The sending date of the postmark on the Buyer’s letter containing the claim and addressed to the Seller is to be considered as the date of the claim. The Seller is to consider the Claim within 20 (twenty) days and give the response as per the essence of the Claim. In case all or some Goods from consignment are of insufficient quality or Goods quality does not correspond to the requirements of the present Contract, it has to be replaced by the proper quality Goods according to the p.4 of the Contract within 45 (forty five) days since the date of reclamation. The Seller shall bear all replacement expenditures for the poor quality of Goods. The Seller has the right to send the representative and / or technical specialist for checking the poor quality of the Goods delivered. In case of the Seller’s refusal to replace the Goods of insufficient quality by the similar Goods of proper quality, the Seller must pay back by bank transfer to the Buyer’s bank account the full amount of the Goods of insufficient quality within 50 (fifty) days since the date of reclamation.
7. ARBITRATION All disputes that may arise out of or in connection with the present Contract shall be settled by means of negotiations between the Parties. If the Parties do not come to an agreement the matter is to be held in Paris, France, in accordance with the international arbitration rules of the International Chamber of Commerce of Paris (ICC), if the arbitration is requested either by the Buyers or by the Sellers. The law applicable is the United Nations Convention On Contracts For The International Sale Of Goods (1980). The determination of the International Commercial Arbitration Court of Chamber of Commerce in Kiev shall be final and binding upon both Parties. The arbitration fee shall be account of the losing Party.
8. FORCE MAJEURE Force Majeure (fire, floods, strikes, earth quakes etc.) postpone validity period of the Contract until force majeure events exist and in case the above events directly effect the fulfillment of the obligations according to the due time of the present Contract. The Seller or the Buyer immediately informs in written the other Party in case the force majeure events come to the existence. This notification shall be approved by the Chamber of Commerce of the country where such circumstances took place. In case the force majeure events exist longer than 3 (three) months the Buyer has the right to terminate the whole Contract or its unfulfilled part without any compensation of damages born by the Seller. The termination shall be executed in written form - registered letter.
9. RESPONSIBILITY AND PENALTIES Default in fulfillment of obligations under the present Contract is considered failure to execute or improper fulfillment of obligations, i.e. fulfillment with violation of the rules stipulated by the content of the obligation. In case of non fulfillment of the obligations under the present Contract the guilty Party must pay to another Party the penalty at the rate of 1% off the amount of the overdue payment or not delivered, loaded or replaced on term Goods per each day of delay of the term. The payment of penalty doesn’t relieve the guilty Party from fulfillment of obligations under the present Contract. The guilty Party must pay the penalty within 3 (three) bank days since the date of written notification about violation of obligations under the present Contract. The Parties do not carry responsibility for default in fulfillment of obligations under the present Contract if it took place not through their fault. The Party is considered to be not guilty if it proves that all measures for proper fulfillment of the obligation were taken.
10. OTHER CONDITIONS The present Contract is made in two copies in English. Each copy is legally valid. The documents sent by fax have the value of originals. Any changes and additions to the present Contract will be made in writing in the form of Addendums to the present Contract and properly signed. After the changes or additions have been signed by the contracting parties, they become integral parts of the present Contract. The present Contract comes into effect since the date when it has been properly signed by the both parties. The present Contract is valid up to December 31, 2014. 11.LEGAL ADDRESSES of the PARTIES
Seller: Company: HSS Otomotiv BURSA SERBEST BOLGESI Hisar mevkii, Liman Yolu Gemlik – 16600 BURSA TURKEY Bank details of the Seller: Bank: Türkiye Garanti Bankası, Branch: 366 Account number: 0075 90 92783 SWIFT: TGBATRISXXX	The Buyer: “IRBIS-AVTO” Ltd Kashtanovaya street, 35-A Kharkov, 61035, Ukraine   Bank details of the Buyer: Bank: BANK INTERMEDIARY: ING BELGIUM Account number: 01547510809875805 SWIFT: BBRU BEBB010

Specifications to the contract №18/K dated 15/07/2014
Description of Goods	Quantity, units	Net price, EUR	Amount, EUR
H70WK02 fuel filter	country of origin: Germany		3,47	1075,70
E500KP02 D36 fuel filter cartridge	country of origin: Germany		7,51	1667,22
H18WDK02 fuel filter	country of origin: Germany		7,33	293,20
H200WDK fuel filter	country of origin: Germany		8,99	961,93
H18WK03 fuel filter	country of origin: Germany		4,76	761,60
E10H02 oil filter cartridge	country of origin: Germany		1,92	5,76
H19W10 fuel filter	country of origin: France		8,19	32,76
………….
……………..
………………..
…………………
Total amount:

Recommended amendments-corrections to the contract:

1. Clause: ___________:

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2. Clause: ___________:

_____________________________________________________________________

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3. Clause: ___________:

_____________________________________________________________________

_____________________________________________________________________

4. Clause: ___________:

_____________________________________________________________________

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5. Clause: ___________:

_____________________________________________________________________

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6. Clause: ___________:

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7. Clause: ___________:

_____________________________________________________________________

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ANALYSIS OF THE CONTRACT №428

	Content	Propositions
Clause of the contract	Recommended amendments
1. Number, Date and Place:
2. The Preamble:
3. The Subject of the Contract:
4. The Quality and Quantity of the Goods:
5. Basic Terms of Delivery of Goods:
6. Price and Total Amount of the Contract:
7. Terms of Payment:
8. Terms of Acceptance and Transfer of Goods:
9. Packaging and Labeling (Marking):
10. Force Majeure:
11. Sanctions and Claims:
12. Settlement of Disputes in Court, Arbitration:
13. Other Conditions:
14. Location, Mail Address and Payment Requisites of the Parties:

ANALYSIS OF THE

PURCHASE-SALE AGREEMENT (CONTRACT) №SM-1307/

(please, see file contract.pdf)

	Content	Propositions
Clause of the contract	Recommended amendments
1. Number, Date and Place:
2. The Preamble:
3. The Subject of the Contract:
4. The Quality and Quantity of the Goods:
5. Basic Terms of Delivery of Goods:
6. Price and Total Amount of the Contract:
7. Terms of Payment:
8. Terms of Acceptance and Transfer of Goods:
9. Packaging and Labeling (Marking):
10. Force Majeure:
11. Sanctions and Claims:
12. Settlement of Disputes in Court, Arbitration:
13. Other Conditions:
14. Location, Mail Address and Payment Requisites of the Parties:

Exercise. Please, choose the right term corresponding to the definitions below and fill in the blank.

Terms: Carrier, Freight Forwarder, Certificate of Manufacture, Cargo, Certificate of Origin, Declaration, Demurrage, Intellectual Property, Consignee, Sales Contract, Proforma Invoice, Gross Weight, Inspection Certificate, Phytosanitary Inspection Certificate, Transshipment, Export Permit, Insurance Certificate, Commercial Invoice, Packing list

1. __________________ – is merchandise/commodities/freight carried by means of transportation.

Дата добавления: 2015-07-10