国际贸易实务和要求（双语）

1、国际贸易实务和要求（双语）INTERNATIONAL TRADE PRACTICE IN CHINESE AND ENGLISHChapter 1 A brief introduction to international trade （2hrs）Contents to be studied in this course:Chapter 2 General Procedures of Export and Import Transaction （2hrs）Chapter 3 Contracts for the Sale and Purchase of International Commodi

2、ty (4hrs )Chapter 4 Trade Terms (8hrs)Chapter 5 Quality of Commodity (2hrs)Chapter 6 Quantity of Goods (2hrs)Chapter 7 Packing and Marking of Goods (4hrs)Chapter 8 Price of Goods （4hrs）Chapter 9 Delivery of Goods (6hrs) Chapter 10 Cargo Transportation Insurance （4hrs）Chapter 11 Payment of Goods (8hr

3、s) Chapter 12 Disputes, Claim, Arbitration (4hrs) Picture of the Course对国外市场调查研究制定出口方案发展客户广告宣传谈判交易洽商询盘发盘还盘接受签合同备货催证审证改证(审核发现的修改)租船订舱报验(商检)货发码头报关、装船、取得单证投保(必须在发货以前)所有单据送银行议付议付结汇合同履行完毕发生争议处理索赔合同履行交易前的准备工作 进口商生产厂家海关银行商检局外运公司保险公司税务局出口商Chapter 1 A brief introduction to international trade Section One Rea

4、sons for international trade (从事国际贸易的动机) 1 Resource Acquisition (寻求资源) 2 Benefits Acquisition (追求利润) 3 Diversification (多种经营) 4 Expand sales（扩大销售） ProblemsCulture ProblemsMonetary conversionTrade barriersSection Two Problems Concerning International （国际贸易遇到的问题）Section Three Forms of International Tr

5、ade (国际贸易形式) 1 Merchandise Exports and Imports (商品进出口) 1) Exporting(商品出口) (1) Direct exporting(直接出口) (2) Indirect exporting(间接出口) 2) Importing (商品进口) 2 Service Exports and Imports (劳务进出口) 1) Travel, Tourism, and Transportation (旅游业、交通运输业) 2) Performance of Activities Abroad (国外商务活动) 3) Use of Assets

6、 From Abroad (国外资产的运用) Chapter 1 A brief introduction to international trade 3 Licensing (许可证贸易) 4 Trading Companies (贸易公司) 5 Joint Ventures (合资企业)6 Investment 1) Direct Investments (直接投资) 2) Portfolio Investments (间接投资) 7 Visible and Invisible Trade （有形贸易和无形贸易） Chapter 1 A brief introduction to int

7、ernational trade Exercise1 What is international trade?2 What are the major motivations for firms to operate international business?3 What measures do most companies usually adopt to avoid wild swings in the sales and profits?4 Please give the four major operation forms chosen by most companies.5 Wh

8、at limits a firms sales?6 What does “royalties” mean?7 Please try to finish all the exercise in the text book.Section One Procedures of Export and Import Transaction 1 What is Exporting 2 Procedures of Export 1) Making market research 2) Marketing and Promotion 3 What is Importing 4 Parties involved

9、 in export and import transaction 5 Specialists involved in export and import transactions 6 Basic Documents needed in Export and Import Transaction Please look at the following draft (Export Procedures under CIR on the side of Seller)Chapter 2 General Procedures of Export and Import Transaction Exp

10、ort Procedures under CIR on the side of Seller AcceptanceSigning ContractApplying Import LicenseOpening L/CChartering Space ShipDeliveryChecking L/CArrivalDeclare and DischargeConclusionDischargeTrack GoodsInsuranceSettlementClaims, AdjustmentProcedures of Import Transaction Market Research Any expo

11、rter who wants to sell his products in a foreign country or countries must first conduct a lot of market research. Market research is a process of conducting research into a specific market for a particular product. Export market research, in particular, is a study of a given market abroad to determ

12、ine the needs of that market and the methods by which the products can be supplied. The exporter needs to know which foreign companies are likely to use his products or might be interested in marketing and distributing the products in their country. * the exporters * the importers* the port authorit

13、y * the shipping company (for sea freight)* the airline (for air freight) * the insurance company or brokers* the exporters bank * the importers bank* the railways (in some cases) in the importer country* the road hauler ( in some case) in the importer country* the shipping agent at the port or airp

14、ort of discharge* the shipping agents at the port or airport of loading* the railway (in some cases)in the exporters country* the road hauler (in some cases) in the exporters countryParties involved in export and import transactionParties Involved in Exp. & Imp. Transaction* the exporters* the impor

15、ters* the port authority* the shipping company (for sea freight)* the airline (for air freight)* the insurance company or brokers* the exporters bank* the importers bank* the railways (in some cases) in the importer country* the road hauler ( in some case) in the importer country* the road hauler (

16、in some case) in the importer country* the shipping agent at the port or airport of discharge* the shipping agents at the port or airport of loading* the railway (in some cases)in the exporters country* the road hauler (in some cases) in the exporters countrySpecialists involved in export and import

17、 transactionsA shipping agent and /or foreign forwarder (forwarding agent) will take responsibility for the documentation and arrange for the goods to be shipped by air, sea, rail or rail. Theses services may be carried out by the suppliers own export department, if they have the expertise. Airlines

18、, shipping lines, railway companies or haulage contractors will actual transport the goods.Both the importers and exporters banks will be involved in arranging payments if a letter of credit or bill of exchange is used.Customs and Excise officers may need to examine the goods, check import or export

19、 licences and charge duty and /or VAT.A chamber of Commerce may need to issue a certificate of origin, if this is required by the importers country.An insurance company insures goods in transit. A lawyer if a special contract has to be drawn up. An import/export transaction usually requires a lot of

20、 complicated documents because it is difficult to make many different arrangements when one firm is dealing with another on the other side of the world. The number and type of documents needed depend on the specific requirements of the exporter and importer. Generally, the documents needed include:

21、1). Bill of Lading 2). Commercial Invoice 3). Proforma Invoice 4). Consular Invoice 5). Packing List 6). Weight Memo 7). Certificate of Inspection 8). Certificate of Origin 9). Insurance Policy (Certificate) 10). Sales Contract 11). Sales ConfirmationBasic Documents needed in Export and Import Trans

22、action Review 1 General Procedures of Export and Import Transaction 2 What is export? 3 What is import? 4 Parties involved in export and import transaction 5 Specialists involved in export and import transaction 6 Basic documents needed in export and import transactionSection Two Business Negotiatio

23、nChapter 2 General Procedures of Export and Import Transaction Business Negotiation The way of Negotiation: Oral, in Written (letter, fax, email, telex, cable, etc.)Contents: Main terms: quality, quantity, packing, price, delivery , payment General terms: insurance, inspection, arbitration, force ma

24、jeureFormality:InquiryOfferCounter-offerAcceptanceConclusion of ContractOffer, and acceptance are two indispensable links for reaching an agreement and concluding a contract. 1. The form of business negotiationTwo forms: Oral form and written form 2. Main contents of business negotiation（1）Main term

25、s of trade It includes quality, quantity, packaging, price, delivering and terms of payment, etc.（2）General Terms and ConditionsSection Two Business Negotiation 出口发盘所包含的信 息 商品规格 价格 包装 船期支付条件发盘有效期 支付工具支付方式发盘流程发盘流程发盘送达生效发盘失效撤回撤消发盘无效NONOYESYES1. InquiryAn enquiry is a request for business information,

26、such as price lists, catalogue, samples, and details about the goods or trade terms. It can be made by either the importer or the exporter. On receiving the enquiry, it is a regular practice that the exporter should reply to it without delay. The seller and the buyer both can make an inquiry. Usuall

27、y, the inquiry made by the buyer is also called bid, and the inquiry made by the seller is also called selling inquiry. Inquiry will not bind upon both parties, but usually when you receive an inquiry, you should reply it as soon as possible 2. Offer （1）The meaning of an offer* An offer is a proposa

28、l made by sellers to buyers in order to enter into a contract. In other words, it refers to trading terms put forward by offerers to offerees, on which the offerers are willing to conclude business with the offerers. There are two kinds of offers, one is the firm offer, the other, non-firm offer. *

29、The party who makes an offer is called an offeror, in the case of the seller, the offer is called a selling offer, while in the case of the buyer, and it is called a buying offer.（2）The basic conditions of an offer I ) The offer shall be made to one or more specific persons The offer shall be the de

30、finite representation in which the offeror expresses that he shall conclude transaction on the terms and conditions stipulated therein.II) Contents of the offer shall be sufficiently definite, i.e., trade terms of the offer shall be complete, clear and final* The “Convention” stipulates that a suffi

31、ciently definite offer should include three basic elements: name, quantity and price * In our foreign trade practice, a complete offer shall include the quality, quantity, packing, price, terms of delivery of the goods and terms of payment.III) The offer shall indicate the intention of the offeror t

32、o be bound in case of acceptance * This intention may be indicated by terms as “firm” offer, “offer with engagement”, etc. * If the offer has a restrictive condition, i.e., “subject to our final confirmation”, then its a non-firm offer regarded as an invitation for offer.(3) Time of Validity or Dura

33、tion of Offer 1 Stipulate the term of validity clearly The term of validity is not an indispensable condition of an offer （1）Stipulate the latest date for acceptance. For example: OFFER SUBJECT TO REPLY HERE FIFTEENTH, JULY（2）Stipulate a period of time for acceptance As to this method, there is a qu

34、estion of computing validity time. See article 20 of “Convention”. 2 If an offer doesnt clearly stipulate the time of validity, it will be valid within a reasonable time. An oral offer, unless otherwise agreed, must be accepted immediately unless the circumstances indicate otherwise.(4) Time that an

35、 offer becomes effective Different views of the time that a written form offer becomes effective ：1. Despatch Theory2. Arrival TheoryBoth “convention” and our “contract law” adopt arrival theory.(5) Withdrawal or revocation of an offer A. WithdrawalThe British laws and the American laws have differe

36、nt explanations to withdrawalThe spirit of “ Convention ”Suitable occasion for withdrawal: The offer is sent by mail or telegram B. RevocationAs to whether an offer can be revoked or not, different laws have different explanationsThe “Convention” adopts a compromise regulation(6) Termination of an o

37、ffer In the following cases, an offer is terminated:The time validity stipulated in the offer becomes due;The offeree rejects or makes a counter offer;The oferer revokes the offer before acceptance.3. Counter-OfferA reply to an offer which purports to be an acceptance but contains additions, limitat

38、ions or other modifications is a rejection of the offer and constitutes a counter offer. (1) A reply to an offer which alter the terms of the offer materially constitutes a counter-offer (2) An acceptance with restrictive conditions is another form of counter-offer, such as “subject to our final con

39、firmation”. (3) If offeree accepts the original offer after he made a counter-offer, the contract is invalid.4. Acceptance A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. (1) The meaning of acceptance (2) The essential conditions of acceptance5 Inv

40、estigation of Credit-worthiness of Customers 6 Implementation of Contract Preparing goods for shipment 2) Inspection application 3) Reminding, examining and modifying L/C 4) Chartering and booking shipping space 5) Customs formalities 6) Insurance 7) Documents preparation for bank negotiation 7 Sett

41、lement of disputes Questions1. What are the essential conditions of an offer? 2. According to the regulation of convention, when the offer can be withdrawal and revoked? 3. When an offer is terminated? 4. Try to analyze the effectiveness of a late acceptance. 5. What are the essential conditions of

42、a contract established?Summary: NEGOTIATION OF CONTRACT第八章 国际货物买卖合同的订立 询盘(Inquiry) 发盘(Offer) 递盘(Bid) 还盘(Counter-offer) 接受(Acceptance) 订立合同(Sign a contract)buyerseller合同成立的时间（Effective time of contract）合同生效的要件（ Effective conditions of contract）合同的形式（Forms of contract ）合同的内容（Contents of contract）返回目录E

43、xercisePlease finish the exercise in the text bookCase Study: Please read your case book 1. Establishment time of contract Two standards for judgment: 1. When the effective acceptance reaches offeror; 2. When offeree make the behavior of accepting.2. The essential conditions of a contract come into

44、effective:1, contracting parties should have signing ability 2, the content of the contract should be legal 3, the contract should conform to legal formarity 4, contracting parties meaning expresses should be true Chapter 3 Contracts for the International Sale of Goods Section One Definition of the

45、Contract A contract is an agreement between two or more competent parties in which an offer is made and accepted, and each party benefits. It is an agreement which sets forth binding obligations of the relevant parties. The agreement can be formal, informal, written, oral or just plain understood. S

46、ome contracts are required to be in writing in order to be enforced. A contract proper includes: 1)the full name and address of the buyer and the seller; 2) the commodities involved; 3)all the terms and conditions agreed upon; 4)indication of the number of original copies of the contract, the langua

47、ge used, the term of validity and possible extension of the contract. The prerequisites（前提） required for a contract to be recognized and enforced (1) A Valid Offer and a Proper Acceptance (2) Sufficiency of Consideration（对价） (3) Absence of Fraud, Force, or Legal Loopholes (4) Legal Capacity (5) Cons

48、istency with General Public1. Formation of contact (1) Written contract It is the basis that the contract is established It is the basis of fulfilling contract It is the basis that the contract comes into force It is the basis of arbitration or lawsuit. (2) Oral form (3) Other formsSection 2: Format

49、ion and main contents of contactCISG Article 11: A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means, including witnesses. 2. Main parts of contract Preamble Body Witness clauseVarious Formats of Co

50、ntract In WrittenContractConfirmationAgreementMemorandumLetter of IntentOrder (Please log into: )THE LAWS ARE APPLICABLE TO INTERNATIONAL SALES CONTRACTSInternational Trade Practice International Rules for the Interpretation of Trade Terms国际贸易术语解释通则 Uniform Customs and Practice for Documentary Credi

51、t跟单信用证统一惯例 International Treaty Unite Nations Convention on Contracts for the International Sale of Goods联合国国际货物销售合同 公约Domestic Laws Contract law中华人民共和国合同法 Modification or Termination of Contract CISG Article 29:(1) A contract may be modified or terminated by the mere agreement of the parties. (2) A

52、 contract in writing which contains a provision requiring any modification or termination by agreement to be in writing may not be otherwise modified or terminated by agreement. However, a party may be precluded by his conduct from asserting such a provision to the extent that the other party has re

53、lied on that conduct. Name of commodity Quality QuantityPackagePricePaymentTransport and insuranceThe time limit and place of performance The prevention and handling of disputeBodyNAME OF COMMODITYGenerally, this clause is relatively simple, we always list the names that in the offer or counter-offe

54、r under the article of Name of Commodity. And sometimes we only write several sentences showing the two parties agreement on the business of some commodity at the beginning of a contract. QUALITY In the quality clause we should clearly list the name and detailed qualities of commodities. As commodit

55、ies are various, the ways showing their qualities are not the same. So the terms of quality must be fit for the characteristics of commodities. Quality Stipulate the flexible range Use various kinds of expression methods properly Formulate the clause according to actual abilityQUANTITYThe quantity c

56、lause mainly includes the quantity and unit of commodity. To facilitate the performance of contract and avoid disputes, the quantity clause should be clear and detailed. In addition , it is improper to use those uncertain words like about 、 circa、approximate to define the quantity. Packing material

57、Method of packing Specification of packing Packing mark Packing charges PackagePACKING MATERIALThe packing for sea need firmThe packing for rail need not afraid of shakingThe packing for air need lightSee the law of relative country METHOD OF PACKINGSingle packingSet packingGenerally, choose set pac

58、king SPECIFICATION OF PACKING Involve such respects as every package putting, the piece and expenses packed, etc., should confirm according to the actual conditions. PACKING MARK Packing mark includes shipping mark, indicative mark and dangerous cargo markShipping mark can be chosen by us, or by the

59、 customer. PACKING CHARGES Generally including in the price of goodsOr not including in the price of goods, paid by buyer. PRICE Unit price and the total amount of payment are extremely important in a contract. After several rounds of offer and counter-offer, both parties reach an agreement on the p

60、rice. The price clause should clearly indicate the currency、price terms、unit price and the total amount of payment. When writing the total amount in capital, we always add “say” at the beginning of the sentence, and “only” at the end.PAYMENTThis clause mainly includes： The means of paymentTime and p