hnd国际贸易融资

1、sale agreement between buyer and seller buyerseller contract or agreement two important terms of sales agreement sellers undertaking to provide the goods to buyer buyers undertaking to pay the price in return all the other agreements and procedures commonly used in intl trade result from the perform

2、ance of this the sales agreement other contracts involved in the international trade a carriage contract with carrier to transport goods from sellers country to buyers country buyersellercarrier continued to arrange shipment continued the buyer arranges payment through bank buyer arrange payment thr

3、ough its bank transfer money or foreign exchange to sellers bank pay to seller the buyer arrange payment of foreign exchange through banking system to seller form of export contract contract of this kind is concluded on the basis of an informal exchange of message, e.g. - telephone conversation - fa

4、x - e-mail - letters, etc. often, exporter sends importer a proforma invoice indicating details of the goods and unit prices before the conclusion contract of sale the buyer and seller must agree on the goods to be sold and the price to be paid and which court or arbitration system has jurisdiction

5、to hear any claims in the event of a dispute how the goods are to be delivered the method of payment the time period for delivery law and dispute applying the law of the country most closely connected with the contract trade term applicable to contract indicates there is no international law of trad

6、e - the point where risk transfers from seller to buyer - the point where charges transfer from seller to buyer - the point where responsibility of organizing transportation transfers from seller to buyer the most common method of covering most of these terms is by incorporating international commer

7、cial terms(incoterms) or trade terms. trade terms are the contract clauses that specify: - who is responsible for organizing transport ? seller or buyer carrier only those with transporting vehicle could be named “carrier” - who is to insure the goods in transit ? seller go to buy transport insuranc

8、e at insurance company or buyer generally speaking, the party with lower insurance price would take over the work. - who bears the risk of loss or damage to goods? crash ! who should go to insurance company to claim for the damage? seller orbuyer claim insurance company claim so, we need a point of

9、place for risk transfer. it may be; sellers premises port of loading the rail of ship at port of loading on deck of ship at port of discharge at the front of two countriesetc. this point is the boundary of duty. if goods are damaged on sellers side, seller is responsible for claiming loss at insuran

10、ce company. if it is on buyers side, it is buyers duty to do so. where is the place at which seller hands goods over to buyer? buyertake up goods at sellers premises buyertake up goods at port of loading buyer take up goods on the ship of port of loading buyertake up goods on the ship of port of dis

11、charge etc. how is the transportation cost shared between seller and buyer? seller is in charge of delivering the goods on deck of ship at port of loading seller is in charge of delivering the goods buyers premises seller pays for loading truck, carriage fee to to port of loading, export clearance,

12、harbor charges and loading goods onto ship. seller pays for all the charges incurred in the delivery, including carriage fees within exporting country, harbor and customs clearance charges of both importing and exporting country, loading and unloading charges, insurance premium and carriage fees wit

13、hin buyers country, etc. seller is in charge of delivering the goods to the front of two countries seller is in charge of delivering the goods on deck of ship at port of discharge sellers delivery cost includes carrying goods to the front of the country, customs clearance in exporting country and in

14、surance within exporting country,etc. sellers delivery cost includes transporting goods to importing country (excluding unloading cost), insurance concerned and customs clearance in exporting country,etc. those not mentioned should be borne by buyer. lets summarize. the incoterms makes stipulations

15、on the followings: 1. the point of place at which charges transfer from seller to buyer. 2. the point of place at which risk transfer from seller to buyer. 3. the point of place at which seller deliver goods to buyer and buyer organizes transportation for next part of journey. they are concerning wi

16、th delivery of goods from seller to buyer. incoterms tells us about them. incotermsthree letters abbreviation simplifies negotiation process same understanding of the contents incoterms published by icc is most authoritative, the standard explanation gives legal effect to incoterms by incorporating

17、them in sales agreement should refer to the full effect of incoterms 1990 or 2000, icc publication there are currently 13 incoterms in use and they are categorised in four groups, designated by the first letter of the term (acronym), as follows: group e - departure group f - main carriage not paid b

18、y seller group c - main carriage paid by seller group d - arrival group e - departure under exw the seller minimizes the risk by only making the goods available at his own premises. exw ex works (. named place) exw represents sellers minimum involvement and the maximum involvement of the buyer in th

19、e arrangement of the transportation of the goods from sellers premises (factory, warehouse etc.) table 1. obligations under the exw term (b = buyer) bmain carriage/freight bloading to the main carrier and port charges b payment of customs charges and taxes in china b export customs clearance binland

20、 freight in china; delivery to the carrier or frontier bcargo (marine) insurance suppose, china is exporter bother costs and risks in buyers country binland freight in buyers country bpayment of customs duties and taxes in buyers country bcustoms clearance in buyers country bunloading from the main

21、carrier and port charges when exw is used, you should remember that: the export of the goods is not guaranteed and the buyer may, for example, keep the goods in china and/or re-sell it to a third party. 货物可能不运出中国货物可能不运出中国 the actual point of manufacture might well vary from the place where seller op

22、erate sellers commercial undertaking. it is common that seller would load the goods on a truck without charging a loading fee, although under exw the buyer is responsible for the loading costs. group f - main carriage not paid by seller under f terms the seller arranges and pays for the pre-carriage

23、 in the country of export. fca - free carrier交货承运人交货承运人 (.named place) fca requires seller to take responsibility for all risks and costs until the goods are delivered to the named place and collected by the carrier nominated by the buyer. under fca seller are responsible for the export customs clea

24、rance. under fca the carrier may be responsible for collecting the goods from sellers premises or seller may be responsible for delivering goods to the carrier, dependent on agreed conditions. if sellers premises are the “named place”, seller must load the goods onto the truck; otherwise, the buyer

25、is responsible for loading the goods. fas - free alongside ship (.named port of shipment)装运港装运港 under fas (formerly known as fow free on wharf (incoterms 1990), seller must deliver the goods to the named port and place them alongside the ship. seller are responsible for the export customs clearance

26、and the buyer - for loading the goods onto the vessel. fob - free on board (.named port of shipment) fob is one of the most common terms used in international trade. under fob seller are responsible for delivering goods to the named port, export customs clearance and loading them onto the vessel. in

27、 incoterms the point of transfer of responsibility under fob is described as the point “when the goods pass the ships rail” (table 6). literally, that means that if during the loading onto the ship, the goods would fall on the wharf or into the water, seller are responsible for losses, but if the go

28、ods fall on the deck of the ship, the losses are the buyers responsibility. table 2. obligations under the f terms (s= seller, b = buyer)(next page) fcafasfob inland freight in china; delivery to the carrier or frontier s s s export customs clearance s s s payment of customs charges and taxes in chi

29、na s s s loading to the main carrier and port charges s b s main carriage/freight b b b cargo (marine) insurance b b b unloading from the main carrier and port charges b b b customs clearance in buyers country b b b paying customs duties/ taxes in buyers country b b b inland freight in buyers countr

30、y b b b other costs and risks in buyers country b b b when f terms are used, seller should remember that: fas and fob are mono-modal terms and can only be used when the main carriage is by sea freight (table 5). 单一运输方式术语，只能用于海运单一运输方式术语，只能用于海运 the term “fob canberra”, meaning the delivery of the good

31、s on board the plane, is incorrect. under fob seller are responsible for handling, loading, stowage and other port charges, while under fca, these charges are for the buyers account. group c - main carriage paid by seller under c terms the seller arranges and pays for the main carriage but without a

32、ssuming the risk of the main carriage. 不承担货物损失主要风险不承担货物损失主要风险 cfr - cost and freight (.named port of destination)海运海运 cfr is formerly known as c delivery to carrier / frontier s s s s export customs clearance s s s s payment of customs charges and taxes in china s s s s loading to the main carrier a

33、nd port charges s s s s main carriage/freight 主要运输费用主要运输费用 s s s s cargo (marine) insurance 货物保险货物保险 b s b s unloading from the main carrier and port charges b b b b customs clearance in buyers country b b b b payment of customs duty/tax in buyers country b b b b inland freight in buyers country 买方国

34、的内陆运输买方国的内陆运输 b b s s other costs and risks in buyers country b b b b cfr and cif are mono-modal terms and can only be used when the main carriage is by sea freight仅能海运仅能海运 it is a common mistake when, under these terms, the place located in a middle of continent is named as a port of destination. t

35、erms “cfr vienna” and/or “cif moscow” are incorrect terms. 错误错填内陆城市错误错填内陆城市 cif and cip are the only two terms, under which seller is compulsorily responsible for insurance. 卖方负责承担运输保险卖方负责承担运输保险 under all other terms, buyer considers insurance as an optional responsibility. c terms are quite differe

36、nt from other incoterms. they are the only terms when the point of transferring costs responsibilities and the point of transferring risks are segregated. c组费用转移点与风险转移点不同组费用转移点与风险转移点不同 in other words, although seller is responsible for costs until the goods arrive to the named port or place of desti

37、nation, the risks shift to the buyer at the port of loading or even earlier, when the goods are delivered to the carrier (table 6). cptcip运输转移风险运输转移风险 if it was agreed that the carrier is collecting the goods from sellers premises then risks transfer to the buyer at that point.卖方工厂装货，风险转移点是卖方卖方工厂装货，

38、风险转移点是卖方 工厂工厂 from these perspectives, the c terms are much more beneficial for seller than for buyer, as seller select the carrier and control the costs and timing of the main carriage without undertaking any risks, while the buyer takes all risks for a period of main carriage during which buyer ha

39、s no means of controlling or limiting those risks. c组对卖方更有力，因为卖方负责挑选承运人，并且可以组对卖方更有力，因为卖方负责挑选承运人，并且可以 控制成本与运输时间，同时不承担任何风险，相反，控制成本与运输时间，同时不承担任何风险，相反， 买方负责主要运输期间的所有风险，同时无法控制运输时间买方负责主要运输期间的所有风险，同时无法控制运输时间 以及相关风险承运人卖方以及相关风险承运人卖方 group d arrival目的国交货目的国交货 under d terms the sellers cost/risk is maximised b

40、ecause he must take the goods available upon arrival at the agreed destination.卖方风险最大，成本高卖方风险最大，成本高 daf - delivered at frontier (.named place) daf is a mono-modal (land only) term.边境交货陆运边境交货陆运 des - delivered ex ship (.named port of destination)目的港船上交货只能海运目的港船上交货只能海运 des by meaning and costs respons

41、ibilities involved is very similar to cfr. 卖方费用承担与卖方费用承担与cfr相似相似 however, unlike cfr, under des seller undertakes all risks until the goods arrive at the named port of destination.买方承担到港前所有风险买方承担到港前所有风险 deq - delivered ex quay (.named port of destination)目的港码头交货目的港码头交货 under deq, seller must not onl

42、y deliver goods to the named port of destination, but also unload them and place on the wharf (quay).卸货卖方负责运输到港口卸货卖方负责运输到港口 ddu - delivered duty unpaid (.named place of destination)未完税交货未完税交货 ddu by meaning and costs responsibilities involved is very similar to cpt. similar to the comparison between

43、 des and cfr, under ddu seller carry out all risks until goods arrive at the named place of destination.交到目的地的所有交到目的地的所有 ddp - delivered duty paid (.named place of destination)完税后交货完税后交货 under ddp seller is responsible for all costs and risks involved in delivering the goods to a named place of dest

44、ination, import customs clearance and other payments of domestic duties in the buyers country. 同时同时seller承担买方国内关税报关承担买方国内关税报关 literally, seller provides “door-to-door” delivery and bear the entire risk of loss until goods are delivered to buyers premises. desdeqdduddp inland freight in china; delive

45、ry to carrier/ frontier s s s s export customs clearance s s s s payment of customs charges and taxes in china s s s s loading to the main carrier and port charges s s s s main carriage/freight s s s s cargo (marine) insurance b b s s unloading from the main carrier and port charges b s s s customs

46、clearance in buyers country b b b s payment of customs duties and taxes in buyers country b b b s inland freight in buyers country b b s s other costs and risks in buyers country b b s s des and deq are mono-modal terms and can only be used when the main carriage is by sea freight . applicable incot

47、erms in different modes of transportation certain incoterms are multi-modal and others are restricted to moves where the main carriage is by sea or land transport only . a common mistake in trade negotiations is selecting the incoterm, which is inappropriate for the agreed mean of transport. the ter

48、ms must be used for the correct form of transport if they are to offer any protection to you or to the buyer. applicable incoterms in different modes of transportation（next page) 适用于不同运输方式的贸易术语适用于不同运输方式的贸易术语 by air by road by rail by sea exw yes yes yes yes fca yes yes yes yes fas yes fob yes cfr ye

49、s cif yes cpt yes yes yes yes cip yes yes yes yes daf yes yes des yes deq yes ddu yes yes yes yes ddp yes yes yes yes transfer of risks incoterms not only describe seller and buyers obligations and specify the point when the responsibilities for the transportation costs shift from seller to buyer, b

50、ut also nominate the point when the risks associated with transportation transfer from seller to the buyer (table 6). this is one of the most important issues you have to remember when negotiating incoterms. table 6. transfer of risks exw when the goods are at the disposal of the buyer fca when good

51、s delivered to carrier at the named place fas when the goods have been placed alongside the ship fob when the goods pass the ships rail cfr when the goods pass the ships rail cif when the goods pass the ships rail cpt when the goods have been delivered to the carrier cip when the goods have been del

52、ivered to the carrier daf when the goods have been delivered to the carrier des when goods are placed at the disposal of buyer on board the ship deq when goods are placed at the disposal of buyer on the quay ddu when the goods are placed at the disposal of the buyer ddp when the goods are placed at

53、the disposal of the buyer selecting the incoterm in trade negotiation, documentation, contracts, etc., all incoterms must be expressed by the appropriate three-letter code and include the naming of a physical place of handover. you should also use the expression “incoterms 2000” to conclude the term

54、, thereby clearly indicating incoterms 2000 as the source of reference for definition. e.g. usd100 per ton “cif hamburg incoterms 2000”. three components “incoterms will not apply unless incorporated into the trade contract by clearly specifying that the contract is governed by incoterms 2000”. inco

55、terms may be added to or modified so as to incorporate your and the buyer specific needs, provided that such modification does not contradict the basic incoterm itself. fob stowed 卖方理仓 cfr ex ships hold cfr liner terms cfr landed卖方卸货费用 cif liner terms cif float，海运途中完成etc. for example, if in addition

56、 to the exw, it was agreed that you are responsible for loading the goods on the truck, you should include the following wording in the contract “exw mildura loaded on truck incoterms 2000”. it is very important to consider all aspects, including obligations, transfer of costs and transfer of risks,

57、 when negotiating the incoterms. terms cfr and des, for example, have the same point of transfer of costs. however, risks under cfr transfer to the buyer when goods pass the ships rail in the port of loading, and under des when goods are placed at the disposal of buyer on board the ship in the port

58、of destination. in other words, under des all risks are placed with seller until the goods arrive at the named port, while under cfr seller are not responsible for losses after goods are loaded on the ship in exporting country. cfr风险转移比风险转移比des早早 avoid, wherever possible, dealing under incoterms, su

59、ch as deq and ddp, that would hold seller responsible for the import customs clearance, payment of import customs duties and taxes and/or any other costs and risks at the buyers country. sellers should try to avoid them payment, ownership and delivery incoterms deals essentially with questions of ri

60、sk in goods and responsibility for their carriage, not directly determine when payment is to be made or when ownership in goods is to pass from seller to buyer 货物运输风险责任，没有直接涉及付款时间 international payment must be made through banks engaging in foreign exchange dealings. buyer must sign another contract