Carrying out foreign trade transactions involving two or more parties requires the execution of a foreign trade agreement - a contract concluded in writing. Currently, the most common type of foreign economic transactions is a contract for the purchase and sale of goods between residents different countries. Material and legal relations in international trade governed by the Vienna Convention on Contracts for the International Sale of Goods. It is this document that defines the contract, its form and structure.

What is a foreign trade contract, how to draw it up correctly and what to look for Special attention a novice participant in foreign trade activities?

What is a foreign trade agreement?

A foreign trade contract is an agreement concluded between partners from different countries. This document confirms a specific agreement reached between two or more parties.

“Template” contracts raise suspicions among customs authorities.

The subjects of a foreign economic agreement may be different. Its design and type depend on the subject of the document. The foreign trade contact also indicates the currency in which the payment will be made.

Types of foreign trade contracts

As mentioned above, the type of foreign trade contract depends on the subject discussed in the document:

• purchase and sale;
• contract (for example, construction);
• provision of services;
• international transportation of goods;
• assignment;
• rent or .

The agreement involves the provision intellectual property, goods and services in exchange for monetary or other remuneration.

There is a division of contract clauses. Items may be mandatory or optional. Mandatory items specified in the contract include the cost of services or goods, delivery conditions, information about both parties to the contract, and possible fines. Additional items include guarantees, insurance, actions in case of force majeure and other items necessary for the successful conduct of a foreign trade operation.

Structure of a foreign trade contract

The structure of the document may vary, but the standard form of a foreign trade contract is as follows:

1. Date, place of conclusion of the contract, registration number;
2. Preamble, including the name of the parties to the agreement, the names of the states, the status of the partners (for example, buyer and seller);
3. Subject of the agreement, including a description of the product and its name. If we are talking about a product that has complex technical characteristics, then this paragraph indicates only its quantity and short description, the terms of the foreign trade contract are supplemented by a specific section “Technical conditions”, which describes technical requirements to the subject of the transaction;
4. Product cost, its quantity, the currency in which it is planned to make payments;
5. Delivery conditions indicating the states from which the shipment will be made and where the cargo will be delivered. The person responsible for transporting the goods is indicated.
   In the event that transportation is carried out on the basis of INCOTERMS, it is required to indicate what year of manufacture the INCOTERMS used is. Delivery times and payment terms are indicated;
6. Product packaging type. You must specify both the outer packaging (for example, a container) and the inner packaging. The labeling of the goods is indicated, including legal information about the buyer and seller, contract number, special markings (for example, an indication of fragile or dangerous cargo);
7. Delivery time. We are talking about calendar dates by which the cargo must be delivered to the geographical points specified in the contract. Russian legislation indicates that the delivery time is mandatory or essential conditions foreign trade contract of the Russian Federation. The delivery time is indicated either by a calendar date or by the expiration of a certain period of time. The possibility of early delivery of goods is also stipulated in the contract.
8. Terms of payment for goods. It can be cash and cashless payments. When making payments for international trade transactions, checks, bills of exchange, and letters of credit are usually used. Read what an irrevocable letter of credit is. In the event that advance payment is required, this is also reflected in the financial terms of the contract;
9. Insurance Information. This includes data on the subject of insurance, the person for whom the insurance is issued, the list of risks;
10. It is worth mentioning the warranty service. The actions of the buyer and seller are indicated if the product turns out to be defective. The terms and conditions of replacement, the conditions under which warranty service will be provided;
11. Responsibility of the seller or buyer. Here the actions of one or another party are recorded if the delivery of goods was performed poorly, there was a violation of deadlines, the cargo did not arrive fully assembled, there was a delay in payment for services, etc. It is indicated who is responsible for possible losses and to what extent;
12. The procedure for action in this case is indicated if there are any disputes and conflict situations. In particular, they mention possible ways conflict resolution (court, negotiations, etc.);
13. Occurrence of force majeure. This includes a list of situations that both parties recognize as “force majeure circumstances” that push back the deadlines for fulfilling the obligations of one or another party for the period of the force majeure and the elimination of its consequences;
14. Additional Information. This line can include the procedure for possible amendments to the contract, confidentiality conditions, the possibility of third parties participating in the contract, the number of copies of the contract, and so on;
15. Names of partners, legal addresses, Bank details;
16. Signatures of both partners, stamp and decryption of the signature. In this case, the positions on the basis of which the person is engaged in signing the contract must be indicated. You can supply a facsimile if this possibility is specified in the contract.

This is the most common type of structure foreign trade contracts– purchase and sale. Other types of contracts are drawn up in approximately the same way. You can see a sample of foreign trade contracts.

If the parties do not reach an agreement on any of the clauses of the contract, the contract will not be considered concluded.

Design rules

A contract is concluded for any business interaction with a foreign counterparty. Its execution is extremely important, because if there are omissions, solving the problems that arise will be doubly difficult, since your partner is in another country. If you want to check your foreign partner, this can be done remotely. We already wrote where to find it in the previous article.

To prevent troubles, you should consider following points when drawing up a foreign trade contract:

• Priority should be given to the terms of the contract. You need to spell them out well. In case of disagreement with a partner, the basis for resolving the conflict will be precisely the conditions specified in the contract;
• It is important to choose which country’s legislation will apply when implementing the contract and indicate this in the contract. Legislation affects such parties to the contract as the rights and obligations of partners, implementation of the contract, invalidation of the contract;
• By law, you need to have a written contract. That is, it must be personally signed by both parties. Otherwise, it may be declared invalid by the tax authorities;
• note to ensure that the contract describes the labeling, packaging of the cargo, its exact volume, and weight. Using this data, you can determine whether the seller has fulfilled all the terms of the transaction and, if necessary, hold him accountable;
• The contract requires a set of papers, which the seller is obliged to transfer to the buyer, documents confirming the shipment of the goods;
• Force majeure clause involves situations in which both parties cease to be responsible. This paragraph can list all possible force majeure circumstances, but it is better to leave it open in case of unforeseen situations;
• In the clause on the responsibility of the parties, you can list the fines and sanctions that occur if one of the partners fails to comply with the specified conditions;
• Check that the contract contains all required clauses. Foreign trade contracts usually attract close attention tax authorities. Problems can arise from seemingly small things. In particular, when incorrect registration contract, the seller may be deprived of the opportunity to take advantage of the zero interest rate. The buyer may have problems with customs authorities.

you will find in our previous article. The procedure will go quickly if all the papers are completed according to the rules.
Features of the content of the Charter of an LLC with one founder. Having a single founder makes opening a company somewhat easier.

: trade exchange, joint ventures, provision of services, financial and banking operations and technical and economic cooperation are consistently carried out with the help of various types foreign trade transactions.

The variety of foreign trade activities requires the regulation of legal, economic, organizational, environmental and other relations between counterparties located in various countries world, therefore, clarifying the essence of foreign trade transactions requires consideration of the general interpretation of this concept, including from the standpoint of the UN Vienna Convention (1980)

A foreign trade transaction should be understood as actions aimed at establishing, changing and terminating civil legal relations in the field of purchase and sale between participants in foreign economic activity whose enterprises are located in different countries.

A foreign trade transaction involves payment in foreign currency (with the exception of commodity exchange transactions). When performing a foreign trade transaction, the goods (the subject of the contract) cross the border of the country of export.

The relations of the parties when establishing and implementing a foreign trade transaction are formalized by a foreign trade agreement.

A foreign trade agreement, contract is the main commercial document formalizing a foreign trade transaction, containing a written agreement of the parties on the delivery of goods by the seller-exporter of certain property into the ownership of the buyer-importer and the obligation of the buyer-importer to accept this property and pay for it a certain amount of money or the obligations of the parties to fulfill terms of the trade transaction.

When concluding a foreign trade contract, counterparties must determine which country’s law will be applied when concluding a transaction, as well as a list of the rights and obligations of counterparties in the event of a dispute settlement.

In a sales contract, a mandatory condition is the transfer of ownership of the goods from the seller to the buyer. This is the main difference between a purchase and sale agreement and all other types of agreements - lease, license, insurance and others, where the subject of the agreement is either the right to use a product or the provision of services.

In September 1991, the USSR acceded to the UN Vienna Convention on Contracts for the International Sale of Goods. This convention was developed by the UN Conference on Contracts for the International Sale of Goods, held in Vienna in 1980 by 62 states.

The subject of regulation of the Convention is the contracts most used in international trade. A significant place in the Convention is given to the conditions relating to the procedure for concluding a sales contract and determining the nature of the contract itself. The scope of application of the Convention is sales and purchase agreements concluded between counterparties located in different countries.

In this case, neither the nationality nor state affiliation of the parties, nor their civil or commercial status matters.

In accordance with the Convention, a foreign trade agreement (contract) for the purchase and sale of goods may be recognized as an agreement on the purchase and sale of counterparties whose enterprises are located in different countries.

The Convention gives broad autonomy to acceding countries, which allows them to either apply or not apply certain provisions of the Convention. The Vienna Convention provides that the scope of its application may be limited by the use of reservations by any country that has acceded to the Convention.

In particular, the USSR, and then Russia, as the legal successor of the USSR, applied a very significant clause regarding the form and procedure for signing foreign trade contracts. Thus, the Convention proceeds from the fact that the conclusion or confirmation of a contract in writing is not required. The Convention allows for the possibility of concluding a contract in orally or even testimony.

However, there are states whose legislation requires that foreign trade transactions be concluded or confirmed in writing. In Russia, all contracts must be concluded only in writing, as provided for in paragraph 3 of Art. 162 of the Civil Code of the Russian Federation. Therefore, Russian counterparties are required to conclude all contracts only in writing.

Back in 1991, the USSR used the right of reservation and stated that if one of the parties to a foreign trade transaction is a domestic enterprise, then the sales contract must be concluded in writing, and rights and obligations arise only when the contract is signed by both parties.

Vienna Convention on international treaties purchase and sale is a large-scale unification act, which contains numerous provisions on the conditions for the preparation, conclusion and execution of a purchase and sale transaction.

And although the provisions of the Convention can be used at the discretion of the parties, knowledge of the provisions of this document is necessary for all participants in foreign economic activity.

When concluding foreign trade sales contracts, Russian participants in foreign economic activity must take into account the provisions of Art. 454 of the Civil Code of the Russian Federation, which sets out the following interpretation of the purchase and sale agreement: “Under the purchase and sale agreement, one party (seller) undertakes to transfer the thing (goods) into the ownership of the other party (buyer), and the buyer undertakes to accept this product and pay for it a certain amount of money (price)."

And finally, according to the author, a foreign trade sales contract is the main commercial document that defines the rights and obligations of participants in a foreign trade transaction, which sets out a set of actions for carrying out trade exchanges between counterparties located in different countries.

In international trade practice, a wide variety of contracts are used; their content depends on the operation that the counterparties are going to perform. But, despite the variety of types of contracts, each of them contains the main provisions of the purchase and sale contract.

It is quite difficult to formulate the terms of the contract fully enough. In practice, when concluding a contract, it is impossible to foresee all possible issues that may arise during its execution. Moreover, the variety of contracts is quite significant. Therefore, there is a need to classify them according to certain criteria.

1. According to the delivery time, foreign trade contracts can be:

One-time: a) with a short delivery time (commodities); b) with long delivery periods (for complete and complex equipment (3-5 or more years); c) with periodic delivery - provide for regular (periodic) delivery of the quantities agreed upon therein over a specified period, which should be short (usually 1 year ) and long-term (on average 5-10 years);

Urgent - for the buyer it is necessary to receive the purchased goods exactly on time, and other conditions are of less importance. For example, seeds for sowing. If the deadline is violated, the buyer cancels the contract with sanctions;

Long-term - are concluded for the supply of industrial raw materials and semi-finished products (coal, natural gas, ore, cellulose, paper, some chemical products, etc.). Specific gravity long-term commercial transactions in the export of minerals is 50-60%, and processed raw materials - 5-7%.

2. According to the form of payment, contracts are distinguished:

With payment in cash - provide for payment in the currency agreed upon by the parties using the method of payment and form of payment stipulated in the contract;

With payment in full in commodity form - concluded when selling one or more goods with simultaneous linking with the purchase of another product and settlements in foreign currency are not made (barter).

3. Depending on the nature and design features of contracts, there are:

Preliminary agreements are agreements under which the parties undertake to enter into future agreements for the transfer of goods under the conditions provided for in the preliminary agreements. The party that unreasonably evades concluding contracts is liable to losses caused by evasion from concluding the final contract;

Special - for design, installation work, Maintenance, supply of specialized products, testing, geological exploration;

Framework - contain only the basic agreed conditions, which are not considered final and are subject to subsequent clarification during the implementation of the relevant work, since it is difficult to accurately determine their volume and cost at the time of concluding a transaction;

Intentions - establishes the importer's intentions to purchase the goods without firm commitments.

4. Depending on the object of sale and purchase, foreign trade contracts are divided according to the following criteria:

Purchase and sale of goods in tangible form - the exporter undertakes to transfer the goods into the ownership of the importer within a specified time frame and under certain conditions, while the importer undertakes to accept the goods and pay a certain amount of money for it. Contracts for the purchase and sale of goods in tangible form are the main form of commercial transactions in foreign trade. This group of transactions includes export, import, re-export operations, operations in the field of countertrade (including commodity exchange), as well as most transactions concluded on international commodity exchanges, international auctions and trades;

Buying and selling results creative activity, including licenses - the sale of licenses is in modern conditions as one of the channels for the export of machinery and equipment, since in most cases the sale of licenses is accompanied by the export of machine products necessary for using the license in production; The license seller often stipulates in the license agreement the right to supply the license buyer with components, parts, and spare parts for the production of goods under the license.

The mechanism of the contract is based on its structure, the scope of mutual obligations of the parties, terms of payment, basic terms of delivery, terms of insurance, technical specifications, sanctions for violations of contract provisions.

Consequently, the mechanism of a foreign trade contract can be considered a set of structural elements foreign trade transaction and their interaction in accordance with the legal norms agreed upon by the counterparties.

1. What type of contract is expected to be concluded.

That is, a contract for the supply of goods, provision of services, performance of work, transfer of software licenses, a mixed contract for goods and services, a distribution contract, a compensation agreement, Team work etc. The solution to this issue determines the mandatory details of the contract, document flow under the contract, additional costs and income under the contract, customs, tax and other consequences.

2. Will the contract be one-time (for the supply of one batch of goods, one-time performance of work or services, etc.) or a framework one.

3. Is it expected to conclude a specific contract with one foreign partner or a general (standard, basic) contract with different potential partners. From which countries are contract partners expected?

4. Is the foreign partner under the contract an independent contractor or an entity affiliated with you (a subsidiary, your offshore company, etc.).

A contract with “one’s own” foreign company actually transfers work under the contract to the level of compliance with formalities in the Russian Federation. For contracts with independent foreign partners, on the contrary, the commercial terms of the transaction and problems due to the difference in mentality of the partners are of primary importance. However, all this is also influenced by the requirements of currency, customs, and tax legislation of the Russian Federation.

5. Whether a particular potential foreign partner is a fraudster.

If it turns out that the partner is a fraudster, and there are many of them in the field of foreign economic activity, then all the work under the contract with him will not make sense. To check, you can evaluate your partner’s behavior and correspondence with him for signs of fraud, request registration information about him in news agencies(see, for example, www.dnb.ru), Chamber of Commerce and Industry, information from exhibitions, visit his office or enterprise, etc. Sometimes this problem is revealed after repeated negotiations, so it must be taken into account even after the conclusion of the contract.

6. Are there any proposals for a draft contract from a foreign partner (partners) and your attitude towards them.

That is, do you agree with the partner’s terms, possible objections, conditions that are important to you. These terms may also be contained in correspondence with your partner. This is one of the most time-consuming parts of working on a contract.

7. What will be the languages ​​of the contract and the language of correspondence under the contract.

8. Name of goods, works, services, licenses, activities under the contract.

8.1. Are goods, services, works, intellectual property (IP) objects under the contract subject to any prohibitions and restrictions in the Russian Federation?

This may be mandatory certification of goods, licenses and quotas for import into the Russian Federation or export of goods from the Russian Federation, etc.

8.2. Are there any benefits in the Russian Federation for goods, services, works, or IP objects under a contract and what conditions must be met to receive them?

9. What amounts will be “at risk” under the contract.

In other words, this is the approximate total amount of the contract and the amount possible losses and and income/profit. Commercial cooperation for different amounts has different patterns that cannot be ignored in the contract.

10. What kind of service organizations will there be in connection with the contract - will there be a broker, a forwarder, etc. Will the contract be related to other contracts for your foreign trade project.

For example, the transport terms of the contract must correspond to the contract for chartering a vessel, etc.

11. What tasks and goals are expected to be achieved under the contract.

For what purposes will my participation be required, what issues do you intend to resolve on your own?

12. Have (open) a foreign currency account in a bank and obtain document forms for foreign exchange transactions from the bank’s foreign exchange control department. As a rule, payments are made in euros and US dollars, for which the following documents are required:

Certificate of foreign exchange transactions

Certificate of supporting documents

Order (application) for the purchase of currency

Order (application) for currency transfer

If legal services are needed to resolve the above issues, see Legal development of foreign trade projects.

From a legal point of view, each type of foreign trade (commercial) contract has its own essential conditions, without the agreement of which the contract is considered unconcluded. In the narrow sense of the word, these essential conditions can be considered mandatory details of the contract. For example, under an ordinary contract for the sale of goods in international law Only two essential conditions are established: 1) the name of the goods and 2) the quantity of goods. It is assumed that the price of goods, if not specified in the contract, can be determined by the prices for similar goods charged under comparable circumstances.

However, in practice, foreign trade contracts have a number of additional mandatory details. For customs purposes, such details are the characteristics and description of goods, since they are used to determine the HS codes of goods that serve legal basis for the collection of customs duties, bases (basic conditions) of delivery according to Incoterms and prices of goods, on the basis of which the customs value of goods is determined. For the purposes of currency legislation, regulatory authorities often consider the terms of delivery of goods, provision of services, performance of work, transfer of results of intellectual activity, as well as payment terms to be essential terms of contracts, since the law on currency regulation and exchange control (Article 19) refers to the obligation residents to ensure receipt of goods, services, works, results of operations or return of currency “within the time period established by the contract.”

In addition, the mandatory details of contracts include purely formal details: written form of the contract, names and addresses of the parties, currency details for payments, presence of signatures of representatives of the parties, seals of the Russian side (foreign partners often do not have a seal), date of the contract.

The usual requirements of banks, customs and tax authorities for foreign trade contracts can be considered unique mandatory details. For example, bank details for payments should be indicated not only in the final clause of the contract, but also in the payment clause. As a rule, a contract must have penalties, provisions on claims, have an economically reasonable purpose and procedure for execution, a place of signing, etc.

For control purposes in the Russian Federation, all these features are reflected in the Recommendations on the minimum requirements for mandatory details and the form of foreign trade contracts, sent by letter of the Central Bank of the Russian Federation dated July 15, 1996 No. 300. Although these Recommendations are not mandatory, their compliance allows us to minimize many problems with contracts in banks, customs, and tax authorities. However, the Recommendations should not be taken literally; some of their provisions are clearly outdated, for example, references to Incoterms-90, recommendations to indicate currency codes and product packaging codes in the contract.

Finally, if the parties agree to include any additional essential conditions in the contract, then such conditions with the status of “material” will also become mandatory conditions(details) of the relevant contract between these parties.

Structurally, foreign trade contracts usually consist of a preamble, which contains information about the parties to the contract and their representatives, and articles, divided into paragraphs, which set out the actual terms of the contract. The closing clause usually contains the contact details and bank details of the parties. Sometimes the preamble sets out the parties' statements about their reasons for entering into the contract. Individual large sections of the contract may be drawn up as annexes to the contract, in which case such annexes should not have their own date and place of signature, since they are considered integral parts of the contract.

The content of the contract is the conditions and algorithms for cooperation between the parties, supply of goods, provision of services, performance of work, transfer of licenses, payments, acceptance, claims, force majeure, arbitration, etc. The minimum recommended conditions are listed in the above-mentioned Recommendations of the Central Bank and Customs. Naturally, in foreign trade contracts for the provision of services, performance of work, transfer of licenses, some of these conditions are not used, but other conditions necessary for the corresponding type of contract are added. On the other hand, detailing all such conditions and including additional conditions in the contract can radically change the content of the “minimum” contract. Depending on your goals and objectives under the contract, the following sections may become separate large blocks of legal issues under the contract:

Algorithms for the supply of goods, provision of services, performance of work

Conditions on the quality of goods

Monetary and financial conditions

Conditions on the scope of rights under the license

Conditions for acceptance of goods, works, services

Terms of claims and liability

Guarantees of fulfillment of obligations

Warranty obligations of the seller, manufacturer

Documents and document flow under the contract

When transferring contracts from/to English language distortions inevitably arise to one degree or another due to the presence in languages ​​of so-called non-equivalent vocabulary that does not have direct correspondence in the target language, and due to other linguistic features, for example, inconsistent terminology, the presence of concepts that in one language are expressed in one word or phrase , and in another they are described in several sentences, etc.

Preparing a contract simultaneously in two languages ​​differs significantly from first drafting it in one language and then translating it into another language. Advantages of a bilingual approach:

More high level equivalence of two contract texts by eliminating non-equivalent vocabulary and selecting established translation correspondences

Correct use of contract terminology Russian/English.

Detailing of concepts that are little known or incomprehensible to one of the parties to the contract

Higher speed of contract preparation

This procedure is not established by law. Some justification for issuing bilingual documents can be found in the order of the Ministry of Justice Russian Federation dated March 15, 2000 No. 91 “On approval Methodological recommendations on the performance of certain types of notarial acts by notaries of the Russian Federation,” which says:

"40. If, when performing a notarial act (certifying a transaction, certifying the accuracy of a copy, etc.), a translation into another language is simultaneously performed, then the translation and the original text can be placed on one page, separated by a vertical line in such a way that the original text is placed "on the left side, and the translation - on the right. The entire text of the document is translated, including the signature and seal. If the translation is made by a translator, his signature is placed under the translation. The certification inscription is stated under the texts of the document and the translation from it."

In practice, contract texts for different languages placed on one page, separated by a vertical line. The translator’s signature is not affixed, since it is considered that the parties, with their signatures, certify the authenticity and legal force of the contract in different languages, by virtue of such an agreement between them. As a rule, the contract specifies which text takes precedence in the event of discrepancies. Options are possible when both texts have equal legal force, or when one of the texts has only informational value. However, if such an “informational” text of the contract is Russian, then such a condition of the contract may lead to problems at the bank and at customs.

Strictly speaking, the types and number of problems that may arise under a foreign trade contract are not limited. However, the most serious and most common problems can be identified. From the point of view of the commercial relations of the parties, the most sensitive ones are usually financial losses or additional income caused by certain provisions of the contract. For details of these provisions, see the page

Of course, possible contractual problems with a foreign partner are not limited to financial consequences. Damage to reputation may occur Lost time for negotiations with scammers, unreasonable disagreements, misunderstandings, the need to change the contract, re-register documents, etc.

On the other side, possible problems under contract in relations with the regulatory authorities of the Russian Federation are no less numerous, their lists can be found on the pages:

In each specific situation According to the foreign economic activity project, these problems and the likelihood of their occurrence are different. Therefore, it is important to decide in advance which issues in your contract will be most relevant and focus on them.

Based on the practice of foreign economic activity, there are certain methods for avoiding or resolving such problems under contracts, which are offered as part of the service for drawing up foreign economic activity contracts.

Often contracts are concluded at a meeting of representatives of the parties. In this case, it is advisable to indicate in the contract only one date of signing and at the same time the place of signing.

If a contract is concluded by mail, the contract is considered concluded at the moment the party that sent the offer (a contract signed on its part) receives its acceptance (a contract also signed by the other party). Acceptance must be complete and unconditional. Acceptance must be received within the period specified in the offer. Otherwise, disagreements arise about whether the contract was concluded, in what edition, etc.

The conclusion of foreign trade contracts with an electronic digital signature is not yet used in Russian foreign trade practice for a number of reasons. Instead, sending documents by e-mail in scanned form serves as a successful replacement for faxing. The legal justification for this practice can be considered paragraph 2 of Article 434 of the Civil Code of the Russian Federation, which states:

"2. An agreement in writing may be concluded by drawing up one document signed by the parties, as well as by exchanging documents through postal, telegraphic, teletype, telephone, electronic or other communications that make it possible to reliably establish that the document comes from a party to the agreement."

The key in this paragraph is the last phrase about reliably establishing that the document comes from the party to the contract. Therefore, it is advisable to indicate addresses in the contract Email(e-mail) of the parties.

It is also strongly recommended to conduct negotiations and correspondence regarding the conclusion of a contract with only one leading representative (manager) of the other party. Otherwise, references like “such and such a manager insisted on such and such a condition”, “you did not respond to our lawyer’s letter and thus agreed with him”, etc. inevitably arise, which makes it very difficult to reach agreements and conclude a contract.

Foreign trade contract

Foreign trade contract

A foreign trade contract is the main commercial document of a foreign trade transaction, indicating an agreement reached between the parties.
The subject of a foreign trade contract can be the purchase and sale of goods, execution contract work, rent, licensing, granting the right to sell, consignment, etc.
Payments for the supply of goods and provision of services under a foreign trade contract can be made in foreign, international, national currency and on a non-currency basis.

In English: Contract in foreign trade

Synonyms: Foreign trade agreement, Contract

English synonyms: Foreign trade contract, Contract

Finam Financial Dictionary.

See what a “Foreign trade contract” is in other dictionaries:

foreign trade contract- foreign trade agreement The main commercial document of a foreign trade transaction, indicating an agreement reached between the parties. The subject of a foreign trade contract can be the purchase and sale of goods, contract work, rent,... ... Technical Translator's Guide

FOREIGN TRADE CONTRACT- FOREIGN TRADE AGREEMENT… Legal encyclopedia

- (see FOREIGN TRADE AGREEMENT) ... encyclopedic Dictionary economics and law

An agreement in which one of the parties (counterparties) is a foreign entity and through which certain rights and obligations are established in the field of export and port operations for the exchange of goods, services, licenses,... ... Financial Dictionary

Contract of the century: Contract of the century gas pipes largest foreign trade contract Soviet Union with Germany on gas supplies to Western Europe. Contract of the Century (film) two-part feature film, USSR, 1985. Dedicated to events related to... ... Wikipedia

CONTRACT IN INTERNATIONAL TRADE- (foreign trade contract) - a contract for the purchase and sale of goods and services in the field of foreign economic activity with mutual obligations, general standards and rules of conduct for contracting parties. K. in b.t. has a number... ... Financial and credit encyclopedic dictionary

FOREIGN TRADE CONTRACT- FOREIGN TRADE AGREEMENT… Legal encyclopedia

A trade agreement in which one of the parties is a foreign legal entity. In K.v. stipulates the rights and obligations of the parties to export import operations, the conditions for the transfer of ownership of goods from the seller to the buyer. Application... Dictionary of business terms

FOREIGN TRADE AGREEMENT- contract is the main commercial document of a foreign trade transaction, indicating an agreement reached between the parties. Subject V.d. may be the purchase, sale (supply) of goods, contract work, rent, licensing,... ... Foreign economic explanatory dictionary

Commercial contract- – a document representing an agreement for the supply of goods or provision of services. Establishes certain rights and obligations of the parties. A foreign trade commercial contract is concluded between subjects of different citizenship, and payments... ... Commercial power generation. Dictionary-reference book

Books

• Foreign trade contract: content, documents, accounting, taxation: Practical guide, N.B. Korepanova. Based on the analysis and generalization of the practice of foreign trade activities of Russian organizations, the usual conditions for concluding and documenting foreign trade transactions are revealed...

A foreign trade agreement (contract) is a civil document that defines the terms of a foreign trade transaction. In the Civil Code of the Russian Federation, Art. 420, a contract is an agreement between two or more persons to establish, change or terminate civil rights and obligations. The rules on bilateral and multilateral transactions apply to contracts. General provisions on obligations apply to obligations arising from an agreement, unless otherwise provided by the rules of Chapter 27 of the Civil Code of the Russian Federation and the rules on certain types of agreements contained in the Civil Code of the Russian Federation.

Art. 153 of the Civil Code of the Russian Federation, transactions are recognized as actions of citizens and legal entities aimed at establishing, changing or terminating civil rights and obligations.

When entering into a contractual relationship, the parties determine their rights and obligations, the totality of which constitutes the content of the agreement. By virtue of an obligation arising from a contract, one person is obliged to perform a certain action in favor of another person, and this person accordingly has the right to demand the fulfillment of obligations.

The basis of the legal regulation of contractual relations is the principle of freedom of contract. Persons are free to establish their rights and obligations on the basis of an agreement and to determine any terms of the agreement that do not contradict the law. Civil rights may be limited on the basis of federal law and only to the extent necessary in order to protect the foundations of the constitutional system, morality, health, rights and legitimate interests of other persons, to ensure the defense of the country and the security of the state.

All of the above fully applies to foreign trade agreements, with the exception of cases when the content of the relevant terms of the agreement is directly prescribed by law, other legal acts or international agreements. It should be noted that the introduction of a system of currency control over export-import transactions, as well as significant penalties for violating the terms of currency legislation, forced Russian participants in foreign trade activities to take a more careful approach to determining the terms of contracts and pay more attention to collecting information about foreign counterparties.

A foreign trade agreement is considered concluded if the parties reach an agreement on all essential terms. Essential conditions include: subject of the agreement; conditions directly named in an international treaty, law or other act as essential for a given type of agreement; the conditions under which an agreement must be reached by one of the parties.

Regarding the preparation and execution of international sales contracts, the United Nations Convention on Contracts for International Sales and Purchases is in force, concluded in Vienna on April 11, 1980 (Vienna Convention).

When preparing a foreign economic agreement, it is necessary to take into account the peculiarities of Russian legislation in the field of civil, currency, tax, customs and other legal relations. When Russia joined the Vienna Convention in September 1991, a condition was stipulated that oral contracts would not apply in trade with Russian participants.

In accordance with Russian legislation, it is prohibited to include tax clauses in contracts, in accordance with which a foreign legal or individual assumes the obligation to pay taxes of other taxpayers.

The foreign trade agreement should stipulate in what language this document is drawn up, in what language correspondence on it will be conducted, etc. If there is no special instruction, then correspondence is conducted in the language of the party from whom the proposal to conclude the transaction was received.

1. Unified number

A foreign trade contract may have a unified number consisting of three groups of characters formed as follows:

BB/ХХХХХХХХ/ХХХХХ or ЦЦЦ/ХХХХХХХХ/ХХХХХ

The first group of characters - two letters or three numbers correspond to the code of the buyer's (seller's) country according to the Russian classifier of countries of the world, used for customs clearance purposes.

The second group - eight characters indicate the code of the buyer's (seller's) organization according to the All-Russian Classifier of Enterprises and Organizations (OKPO).

The third group of characters - five digits, represent the serial number of the document at the level of the buyer (seller) organization.

2. Date of conclusion of the contract

The date of conclusion of the agreement is the date of its signing by the last party. If the text of the agreement does not explicitly indicate the date of its entry into force, then such a date is considered to be the date of conclusion of the agreement.

3. Place of signing the agreement

The place where an agreement is signed is important for the legal regulation of foreign trade activities, and in certain circumstances this fact may acquire legal significance. The place where the agreement is signed determines the form of the transaction, the legal capacity and capacity of the persons who made the transaction. If the text of the agreement does not indicate the law of which country is applied when considering the dispute, then this will be determined based on the place where the agreement was signed.

4. Subject of the agreement

This section of the contract formulates the subject - an action or set of actions that determine the type and nature of the transaction being concluded.

The same paragraph indicates the object of the contract - the product, its range, size, completeness, country of origin, other data necessary to describe the product, including references to national and (or) international standards, performance of specific work or provision of services.

If goods of different qualities or assortment are supplied, they are listed in the specification attached to the contract and which is an integral part of it.

They also indicate the name of the container or packaging of the goods according to the international classifier, description and requirements for cargo labeling.

When determining the quantity of goods, the contract specifies the unit of measurement and the procedure for establishing the quantity (a firmly fixed figure or within established limits).

The issue of including containers and packaging in the quantity of goods supplied is also discussed; in accordance with this, gross and net weights are determined.

When determining the quality of a product, the contract establishes a set of properties that determine the suitability of the product for its intended use. The quality of a product can be determined by a standard; technical specifications containing detailed technical characteristics of the product, a description of the materials from which it is made, rules and methods of inspection and testing; according to specification; according to the model; according to preliminary inspection; content of individual substances, etc. Usually the product is accompanied by a quality certificate issued by the manufacturer, a certificate of origin.

5. Terms of delivery

This section fixes the basic delivery conditions, determines the delivery date and timing, the batch delivery schedule, and the procedure for delivery and acceptance of goods in terms of quantity and quality.

Basic terms of delivery - conditions that determine the responsibilities of the seller and buyer for the delivery of goods, the moment the risk of accidental loss or damage to the goods transfers from the seller to the buyer.

The distribution of risks, costs and responsibilities between the seller and the buyer is based on the international trade conditions "Incoterms" (Incoterms, International Commercial Terms), developed by the International Chamber of Commerce (ICC), used in international trade practice. The first edition of Incoterms was published in 1936, the latest was published in 2000 and was called Incoterms 2000.

The use of INCOTERMS when concluding foreign trade contracts is characterized by the following features:

from a legal point of view, this document is advisory in nature, therefore the parties to the contract using its terms must make a reference to this document;

the uniform terms of delivery contained in INCOTERMS are general character, therefore, in the relevant articles of the contract, the parties must clarify the obligations of the seller and buyer for the delivery of goods;

in contracts, the parties can agree on the use of INCOTERMS earlier versions than the latest edition of 2000 (1936, 1953, 1967, 1976, 1980, 1990), which is stipulated in the contract;

Due to the widespread use of INCOTERMS in the world, when preparing customs documents, the condition in accordance with INCOTERMS is indicated in the column “Delivery conditions”.

Based on the terms of INCOTERMS, the distribution of costs for the delivery of goods between the seller and the buyer is fixed. These costs can amount to up to 50% of the product price. Delivery costs include: preparation for shipment, loading into a vehicle, transportation, transshipment, cargo insurance during transportation, storage of goods in transit, customs duties, etc. In addition, INCOTERMS determine the moment of transfer from the seller to the buyer of the risks of accidental loss and damage goods.

In total, INCOTERMS contains 13 types of basic terms of delivery, which provide for various combinations of costs and risks of the seller and buyer, and are also classified depending on the methods of transportation. Let's briefly consider these conditions.

The first group is E terms (E-terms) - the seller provides the goods to the buyer directly on his premises:

EXW - ExWorks (named point) - Ex-factory (name of place).

In accordance with this condition, the seller is obliged to make goods that meet the requirements of the contract available to the buyer at his factory or warehouse within the time period stipulated by the contract. The buyer bears all costs and risks (including loading at the factory) of transporting the goods from the seller's factory or warehouse to the destination, as well as for customs clearance of the goods for export.

The second group - conditions F (F-terms) - the seller undertakes to place the goods at the disposal of the carrier, which is provided by the buyer:

FCA – Free Carrier (named place) – Free carrier (name of place).

The term “carrier” means any company with which an agreement has been concluded for the carriage of goods by railway, by road, by sea, etc., including multimodal transport.

The seller's obligations under this condition are to deliver the customs-cleared goods to the specified location to the carrier (or the buyer's forwarding agent). The risk of loss or damage to the goods passes from the seller to the buyer upon transfer of the goods to the carrier (forwarder).

FAS – Free Alongside Ship (named port of shipment) – Free along the side of the ship (name of the port of shipment).

The seller delivers when the goods are placed alongside the ship or on lighters at the named port of shipment. From this moment on, the risk of loss and damage to the goods is borne by the buyer. The seller is responsible for clearing the goods through customs for export. This condition applies when transporting by sea or inland waterway.

FOB – Free On Board (named port of shipment) – Free Board (name of the port of shipment).

The seller delivers when the goods pass the ship's rail at the named port of shipment. From this point on, the buyer bears all risks of loss and damage. The seller is responsible for clearing the goods through customs for export. Applicable only for transport by sea or inland waterway. The contract for the carriage of goods from the named port of shipment is concluded by the buyer at his own expense.

The third group - conditions C (C-terms) - the seller undertakes to enter into a contract of carriage, but without taking on the risk of accidental loss or damage to the goods or any additional costs after loading the goods:

CFR – Cost and Freight (named port of destination) – Cost and freight (name of destination port).

The seller completes delivery when the goods pass the ship's rail at the port of shipment. The seller must pay the costs and freight necessary to bring the goods to the port of destination. The costs of customs clearance of goods for export are borne by the seller. The risk of loss and damage and additional costs once the goods are shipped pass to the buyer.

CIF – Cost, Insurance and Freight (named port of destination) – Cost, insurance and freight (name of port of destination).

The seller completes delivery when the goods pass the ship's rail at the port of shipment. The seller must pay the costs and freight necessary to bring the goods to the port of destination. The risk of loss and damage and additional costs once the goods are shipped pass to the buyer. The seller is obliged to purchase marine insurance in favor of the buyer against the risk of loss and damage to the goods during transportation, i.e. the seller is obliged to conclude an insurance contract and pay insurance premiums. The costs of customs clearance of goods for export are borne by the seller.

CPT – Carriage Paid to (named point of destination) – Freight/Carriage paid to (name of destination).

The seller delivers the goods to the carrier named by him and pays the costs associated with transportation to the specified destination. The buyer assumes all risks of loss and damage to the goods, as well as other expenses after the goods are handed over to the carrier. If transportation is carried out by several carriers, then the transfer of risk will occur when the goods are transferred to the first of them. Customs clearance of goods for export is carried out by the seller. This condition is used when transporting goods by any type of transport, including multimodal transport.

CIP – Carriage and Insurance Paid to (named point of destination) – Freight/Carriage and insurance paid to (name of destination).

The seller delivers the goods to the carrier named by him and pays the costs associated with transportation to the specified destination. The buyer assumes all risks of loss and damage to the goods, as well as other expenses after the goods are handed over to the carrier. If transportation is carried out by several carriers, then the transfer of risk will occur when the goods are transferred to the first of them. Customs clearance of goods for export is carried out by the seller. The seller is obliged to provide insurance in favor of the buyer against the risk of loss and damage to the goods during transportation, i.e. the seller is obliged to conclude an insurance contract and pay insurance premiums. This condition is used when transporting goods by any type of transport, including multimodal transport.

The fourth group of conditions - conditions D (D-terms) - the seller bears all costs and assumes risks until the goods are delivered to their destination.

DAF – Delivered at Frontier (...named place) – Delivery to the border (name of the place of delivery).

The seller has delivered when the goods, unloaded and cleared for export, arrive in a vehicle at the disposal of the buyer at a named place or point at the border before the goods enter the customs border of the adjacent country (not cleared for import). Border – any border, including the border of the country of export. Therefore, the point or place is clearly indicated. The seller bears the risk until delivery. This condition applies if transportation is carried out by any type of transport to the land border.

DES – Delivered Ex Ship (...named port of destination) – Delivery from the vessel (name of the port of destination).

The seller makes delivery when the goods, not cleared for import, are made available to the buyer on board the ship at the named port of destination. The seller bears all risks until unloading. This condition applies only when transported by sea or inland water transport or in multimodal transport, when the goods arrive at the port of destination on a ship.

DEQ – Delivered Ex Quay (...named port of destination) – Delivery from the pier (name of the port of destination).

The seller has fulfilled its delivery obligations when the goods have passed customs clearance for import, placed at the disposal of the buyer on the quay at the named port of destination. The seller bears all costs of transporting and unloading the goods at the pier. This condition applies when transporting goods by sea or inland water transport and in multimodal transport, when the goods are unloaded from a ship to a pier at the port of destination.

DDU – Delivered Duty Unpaid (...named place of destination) – Delivery without payment of duty (name of destination).

The seller provides the goods not cleared for import and unloaded from the arriving means of transport at the named place of destination. The seller is obliged to bear all costs and risks associated with transporting the goods to this place, with the exception of costs for customs clearance, customs payments, etc. The buyer is responsible for paying such costs, as well as other costs and risks associated with this that it failed to clear customs for import in a timely manner. Risks and costs for unloading and reloading goods depend on who controls the selected delivery location. This condition may apply regardless of the type of transport.

DDP - Delivered Duty Paid (...named place of destination) - Delivery with payment of duty (name of destination).

The seller provides the goods cleared for import and unloaded from the arriving means of transport at the named place of destination. The seller is obliged to bear all costs and risks associated with transporting the goods to this place, including the costs of customs clearance, customs payments, etc. This condition can be applied regardless of the type of transport.

Delivery dates and dates, delivery schedule. The term refers to the moment when the seller is obliged to transfer the goods into the ownership of the buyer. The goods can be delivered either at once in full or in parts. The delivery period is established by defining a calendar date or period during which delivery must be made. In addition, it is indicated which date is considered the delivery date - the date of transfer of the goods to the buyer, for example: the date of the transport document (bill of lading, invoice, etc.), the date of the forwarder's receipt of acceptance of the cargo, the date of signing the acceptance certificate by the commission, etc.

The procedure for delivery and acceptance of goods. It is necessary to clearly formulate the procedure for accepting goods in terms of quantity and quality: type of delivery and acceptance, place of actual delivery and acceptance, period, method of quality control, method of accepting goods for quality, method of determining the quantity and quality of supplied goods (sampling or continuous inspection). The goods delivered are accepted at the place at which title and risk of loss or damage passes from the seller to the buyer. For example, when using the EXW condition, acceptance is carried out at the seller’s warehouse, under FOB condition - at the port of shipment.

By type, delivery and acceptance can be preliminary - it involves inspecting the goods from the seller to establish compliance of quantity and quality with the terms of the contract, establishing the correctness of packaging and labeling; final – the actual completion of the delivery at the specified location and on time is verified.

There are two main ways to determine the quantity of goods when it is expressed in weight units: by the shipped weight, established at the point of departure and indicated by the carrier in the transport document (bill of lading, air waybill, railway waybill, etc.); according to the unloaded weight established at the destination in the importer's country. Inspection is carried out by weighing at the time of unloading by persons acting under the authority granted to them by the authorities and chambers of commerce. The results are recorded in the relevant documents.

Acceptance of goods for quality is carried out on the basis of a document confirming the compliance of the quality of the delivered goods with the terms of the contract, as well as checking the quality of the actually delivered goods at the place of acceptance. The quality of the actually delivered goods is determined by analysis, comparison of previously selected samples, inspection, inspection and testing.

The contract determines who will carry out the acceptance - the parties or their representatives jointly, a disinterested monitoring organization appointed by agreement of the parties, etc.

6. Product price and total contract amount

This section indicates the unit price and the total contract amount. When setting a price, the unit of measurement, the price basis, the currency of the price, the method of fixing the price, and the procedure for determining the price level are fixed.

The price basis is determined by the basic delivery condition selected in the contract.

The price established in the contract can be determined in the currency of the country of the exporter or importer, in the currency of settlement or in another currency. The contract specifies the name and currency code of the price, in accordance with the Currency Classifier.

Depending on the method of fixing prices, there are firm, floating, and sliding prices. The fixed price is set at the moment of signing the contract and is not subject to change during its validity period. The price with subsequent fixation is not directly indicated in the contract, but at the same time the method of setting the price in the future for specific date, for example, the price is set according to the level of stock exchange quotations on the delivery date or payment date. In contracts for the supply of goods with a long production period (marine vessels, industrial equipment), sliding prices are used, which are calculated taking into account changes in the costs of manufacturing the goods during the contract period. In contracts for which the delivery of goods is carried out in batches, the price can be determined during the execution of the contract, for example, revised for each delivery batch.

When determining the price level, they are guided by calculated and published prices. Published prices are reported in special sources (reference prices, stock quotes, auction prices, bid prices of large suppliers, etc.). Estimated prices are used in contracts for the supply of specific goods, for example, custom-made equipment.

7. Terms of payment (terms of settlement)

The main terms of payment include: currency of payment, terms of payment, method of payment, form of payment.

In addition to the price currency, the contract specifies the payment currency, that is, the currency in which payments under the contract will be made, and indicates the name of the currency and currency code in accordance with the Currency Classifier. It is possible to pay for goods in different currencies: part in one currency, part in another.

If the payment currency does not coincide with the price currency, then the agreement specifies the procedure for converting one currency into another. Typically, recalculation is made at the exchange rate of one currency to another in force in the country of the paying party. This procedure is called a currency clause.

An important point is the establishment of payment deadlines (as well as guarantees of compliance with these deadlines). The contract defines either calendar dates or the period during which payment must be made, as well as the procedure and timing for granting deferred payment (if provided).

This section also indicates the documents transferred by the seller to the buyer, confirming the fact of shipment, cost, quality, nomenclature, quantity of goods, etc.

Particular attention should be paid to the choice of payment method and form of payment. The following payment methods are available:

cash payment, that is, the transfer of funds before or after the exporter transfers documents of title or the goods themselves to the buyer;

advance payment – ​​payment before the goods are transferred to the buyer’s disposal or before the start of the contract (commercial loan to the seller);

deferred payment – ​​payment after the goods are transferred to the buyer’s disposal after a certain period of time (commercial loan to the buyer).

In international trade, the following forms of payment are used: transfer, collection, letter of credit, checks.

International bank transfers are the most common form of payment. With this form of payment, the payer's bank, for a fee, on the payer's instructions, transfers the amount of funds specified in the transfer order to the recipient's (beneficiary's) bank in favor of the specified recipient (beneficiary). When making payments in the specified form, they are guided by international documents: Model Law “On International Bank Transfers”, approved by the UN Commission on International Trade Law in 1992, ICC Guidelines for the International Interbank Transfer of Funds and Compensations of 1990.

Letter of Credit. The importer's bank undertakes, at the direction of the importer and at his expense, to make a payment to the exporter in the amount of the cost of the goods delivered against the exporter's presentation of the documents specified in the letter of credit. Letters of credit can be covered or uncovered, confirmed or unconfirmed; revocable and irrevocable, divisible and indivisible; transferable (transferable), as well as renewable (revolving).

Collection. The exporter transmits an order to his bank to receive a certain amount of payment from the importer against presentation of the relevant documents, as well as bills, checks and other payable documents.

8. Force majeure

As a rule, a foreign trade agreement contains a force majeure clause, according to which the deadline for the execution of the agreement is postponed or the party is generally released from full or partial fulfillment of obligations in the event that, after the entry into force of the agreement, circumstances beyond the control of the parties arise that impede the execution of the agreement. There are also established international customs on this issue, which are published by the International Chamber of Commerce.

9. Dispute resolution procedure

This section defines the procedure for presenting and considering claims unresolved by the parties, the procedure for payments for claims, and the procedure for considering controversial issues in arbitration. It is necessary to clearly indicate in the contract the law of which country will govern these relations.

10. Sanctions (liability)

In this paragraph, the parties establish responsibility for improper fulfillment of obligations, including late payment or delivery, as well as delivery of goods of inadequate quality or quantity.

11. Procedure for changing or canceling the contract

In this section, the parties stipulate the date of entry into force of the agreement, its validity period, the procedure for introducing amendments and additions to the agreement, and other conditions.

12. Details of the parties, signatures, seals

The agreement specifies the full details of the parties: legal and postal address, bank details; positions, names and signatures of the persons who entered into the agreement: The agreement is sealed.

To conduct a foreign trade transaction in accordance with the legislation of the Russian Federation, the importer or exporter must prepare the appropriate documents, obtain the necessary permits, and fulfill the established requirements.

All goods and vehicles transported across the customs border are subject to customs clearance and customs control in the manner and under the conditions provided for by the Customs Code of the Russian Federation. Payments in foreign currency and other currency transactions under foreign trade import transactions are carried out in the manner prescribed by the currency legislation of the Russian Federation and are subject to currency control.

The basis for recording transactions under a foreign trade agreement in accounting are properly executed documents confirming the fact of transactions; such documents include commercial documents received from suppliers, as well as documents provided for by the currency and customs legislation of the Russian Federation.

Commercial documents include:

invoices (commercial accounts) of suppliers;

railway waybills, air waybills, bills of lading and other documents confirming the movement of goods;

acceptance certificates confirming the receipt of cargo at ports and warehouses;

commercial acts drawn up in cases of shortages, damage, etc.;

acceptance acts of forwarders, etc.;

During customs clearance, documents are drawn up according to established forms, the main ones being:

cargo customs declarations (CCD);

declaration of customs value (DTV), etc.;

Documents drawn up in accordance with the established procedure for currency control in authorized banks and the procedure for making payments on customer accounts:

Transaction passport;

Information on currency transactions;

Payment documents (transfer order, letter of credit, etc.).