INTERNATIONAL TRADE TRANSACTIONS

* CONTACT INFORMATION: TRẦN THANH TÂM (LLM, PhD Candidate)

- Email:[email protected]
- Cellphone: 0918.014.246
* COURSE INTRODUCTION:
1. Course content
2. Course objectives
3. Reading materials
4. Teaching method
5. Learning method
6. Course assessment

1. COURSE CONTENT:
1 Overview on international trade transactions
2 Incoterms (các điều khoản thương mại quốc tế)
3 International sale of goods contract
4 Export of Goods
5 Import of goods
2. COURSE OBJECTIVES
• Grasp the basic knowledge regarding methods of international trade transactions, risk management in
international trade transactions.
• Be able to draft, conclude and implement the international sale of goods contract
• Comprehend and be able to use Incoterms
3. READING MATERIALS
Textbook(s): Practice of International Trade (tập quán thương mại quốc tế) by Nguyen Tien Hoang,
Nguyen Xuan Minh, Nguyen Thi Thu Ha, VNU Publishing House, 2017.
Optional reading(s):
1- Indira Carr and Peter Stone (2018), International Trade Law
2- Richard Schaffer, Filiberto Agusti and Lucien Dhooge (2014) - International Business Law and Its
Environment
3- Ray August, Don Mayer and Michael Bixby (2013) International Business Law: Text, cases and
readings
• VIETNAMESE LEGAL DOCUMENTS:
1. LAW ON COMMERCE 2005
2. LAW ON FOREIGN TRADE MANAGEMENT 2017
3. CIVIL CODE 2015
4. DECREE NO.69/2018/ND-CP ON IMPLEMENTING LAW ON FOREIGN TRADE
MANAGEMENT
* INTERNATIONAL TREATIES (thỏa thuận, hiệp ước)/TRADE PRACTICES:
1. Convention on Contract for International Sale of Goods 1980 (CISG)
2. Incoterms 2010, Incoterms 2020
3. The Uniform Customs & Practices for documentary credits - UCP 600
4. TEACHING METHOD
• BASED ON THE LECTURES (HANDOUTS) GIVEN TO STUDENTS
• SOCRATIC DIALOGUE
5. LEARNING METHOD
• DISCUSSION
• GROUP PRESENTATION
• SELF – STUDY
6. COURSE ASSESSMENT

* GROUP PRESENTATION
Documents widely used in international trade:
1. Commercial Invoice
2. Certificate of Origin (C/O)
3. Inspection certificate
4. Packing list
5. Ocean Bill of lading (B/L)
6. Air Waybill (AWB)
7. Packing List
8. Draft (Bill of Exchange)
- Your presentation should be included but not limited to: (1) Function (2) Classification (3) Main
contents/ Features (4) Examples/case study (5) Misconceptions/ arising risks and responsive
recommendations
- Submission deadline: Day 10
- 20 minutes for presenting and the remain is for QnA section
* TENTATIVE SCHEDULE:

PART 1: AN OVERVIEW OF INCOTERMS

I. HISTORY AND DEVELOPMENT
II. FUNDAMENTALS
III. REMARKS
IV. CLASSIFICATIONS

* INCOTERMS QUIZ:
1. The Incoterms® rules are derived from ‘International Contract Terms’
=> F (Incoterms are not contract, they are practices and Incoterms stand for International
Commercial Terms, they are used to make contracts, not contract)
2. The Incoterms® rules are a set of International Commercial Law
=> F (Incoterms are trade practices/customs only, not law. They are a set of international commercial
practices/customs - naturally established through transactions over time => not issued by the law.
Incoterms are not law bcz it’s not binding to anyone. It is used in international context, in every
country. Happen naturally, no one navigate it. Law: it’s binding in all cases => incoterms are not a
set of law)
3. The Incoterms® rules are not applicable to domestic trade transactions
=> F (Incoterms can be applicable for both domestical and international)
4. The Incoterms® rules address the transfer of property/title/ownership of the goods sold.
=> F - Chuyen quyen so huu hang hoa (Incoterns does not deal with the ownership of goods.
Incoterms are not comprehensive. When mention ownership => CISG/ domestic law)
5. The Incoterms® rules are applicable to contract of carriage
=> F (Risk of buyers and sellers. Incoterms deal with the responsibility of buyer and sellers or its deal
with international commercial…? not contract. Do not govern directly contract of carriage
6. The Incoterms® rules are automatically applicable to sale of goods contract
=> F (Not automatically, not binding to any parties in the contract, except mentioning in the contract.
Only still valid if the the terms abt such things included or incorporated in the contract of sales.
Incoterms are just trade practices)
7. Variations of Incoterms rules (FOB Stowed and trimmed; CIF landed;…) are stipulated (quy định) in
Incoterms
=> F (based on every versions of incoterms => not found. Parties can make an amendments => but
not recognized as incoterms. It can just be relevant when included in contract made by two parties)
8. Use of ® trademark symbol (the circled R trademark indicator) is required when referring to
Incoterms
=> F (R stated for Registered, made by the ICC, avoid copyright => Remain unchanged. It’s a
registered made by ICC only. Article 15 - When incorporating a particular incotermsR 2020 rule into
a sale contract, it is not necessary to use the trademark symbol. For further guidane on trademark and
copyright, please refer to https://iccwbo.org/incoterms-copyright/.)
9. The Incoterms® rules are frequently excluded in GAFTA (Grain & Feed Trade Ass’n) contracts
=> T (Gafta - Hiệp hội Nông nghiệp về thức ăn chăn nuôi và ngũ cốc. Not to any specific)

@ True/False Statements:
1. Incoterms rules can be referred to ‘delivery terms’, ‘shipping terms’ and ‘payment terms’
interchangeably (1 cách có thể đổi lẫn cho nhau).
=>
The delivery terms define the agreements with the business partner concerning the way the goods
are delivered. The delivery terms can include the point of title passage. The point of title passage is
the point at which the legal ownership changes.
Are Incoterms the same as payment terms?
Incoterms set the responsibilities of both buyers and sellers throughout the import process.
Payment terms set the responsibilities the buyer has to the seller during the payment process.

Are Incoterms the same as payment terms?

Incoterms set the responsibilities of both buyers and sellers throughout the import process. Payment terms set the
responsibilities the buyer has to the seller during the payment process.

The delivery terms define the agreements with the business partner concerning the way the goods are delivered. The
delivery terms can include the point of title passage. The point of title passage is the point at which the legal ownership
changes.

2. The use of Incoterms rules leaving the year out implies that the latest Incoterms version will
prevail.
 => F It would be agreement between 2 parties, iff 1st transaction => arbitrator/judge would decide
3. Incoterms can be applied to domestic trade only.
=>
4. Incoterms could be used to as applicable law for the sale contracts.
=> F
“II. WHAT THE INCOTERMS® RULES DO NOT DO
6. The Incoterms® rules are NOT in themselves—and are therefore no substitute for—a contract of
sale. They are devised to re|ect trade practice for no particular type of goods—and for any. They
can be used as much for the trading of a bulk cargo of iron ore as for zve containers of electronic
equipment or ten pallets of airfreighted fresh flowers”
I. AN OVERVIEW OF INCOTERMS:
1. HISTORY AND DEVELOPMENT:
Incoterms:* DISCUSSION
• Incoterms = Trade terms?
• Incoterms = Shipping terms?
• Incoterms = Delivery terms?
• Incoterms = Payment terms?

2. FUNDAMENTALS OF INCOTERMS
- WHAT THE INCOTERMS RULES DO:
• Obligations: Who does what as between seller and buyer, e.g. who organises carriage or insurance of
the goods or who obtains shipping documents and export or import licences;
• Risk: Where and when the seller “delivers” the goods, in other words where risk transfers from seller
to buyer; and
• Costs: Which party is responsible for which costs, for example transport, packaging, loading or
unloading costs, and checking or security-related costs.
- WHAT THE INCOTERMS RULES DO NOT DO:
Perhaps most importantly, it must be stressed that the Incoterms® rules do NOT deal with the transfer
of property/title/ownership of the goods sold.
3. REMARKS
• It is not mandatory to use INCOTERMS® in a sale contract.
• INCOTERMS® are not price clauses, but do have an impact on the pricing.

PART 2: FUNDAMENTALS OF INCOTERMS®2020

* KEY DEFINITIONS:
•Pre-carriage
•Main-carriage
•On-carriage
•Door-to-door
•Door-to-port
•Port-to-port
•Port-to-door
•Omni-modal
•Containerised vs bulk goods
•Delivery
FAS Incoterm should not be used to transport containers, for either FCL or LCL, because the goods are
usually delivered from the seller directly to a carrier at a landlocked place of interconnection such as a
container area or a container freight station.
Goods being transported under FAS are placed directly next to shipping vessels prior to loading. This
makes it better suited for non-containerized cargo such as bulk cargo, liquids, chemicals, and
commodities including grains, soybeans, etc. as they are loaded directly onto the shipping vessels.

This is unlike containerized cargo, which is delivered to a container yard or terminal prior to loading. If
shipping containerized cargo, consider the FCA Incoterm instead.

If you are still unsure if the FAS Incoterm is the right choice for your shipment, you may get in
touch with our team of experts.
1. On board a vessel
2. Port of destination (Cat Lai port)
3. Seller, clause C
4. Buyer
5. Seller

* bombay: FCA

* CPT Cat Lai Terrminal, Incoterms 2020

Not D group because in D it must be place of destination
+ arranged by seller => CPT
A9 point c

* CPT

Force Majeure (image):

* Storm can not be a force majeure because it happens annually => not satisfy the conditions in the
Art 156.1 Civil Code
* “unforseenable”: when the time we sign the contract
* Conditions:
+ occur in an objective manner
+ unpredictable at the time we sign the ocntract
+ can’t overcome all the consequences
* If Vietnam sign with other contracting parties, not mention the law => CISG is automatically
applied because parties are all members of the Convention
The language can be different but the meaning must be the same
* CISG may be more specific, want to emphasise the time we sign the contract
=> apply VNese law or CISG is the same

@ Covid 19 can be seen as force majeure in Vietnam?

=> At the time signing the contract, you should see the possible pandemic which can happen. Before
the late of 2020 => force majeure. But now => not a force majeure
=> depend on the time signing the contract

* Similarities bw hardship and FM:

A+b
* Clause c
* Differences: Clause d
+ FM: we can not do anything to perform the contract even take all the measures
+ HS: u can still perform a contract, but if continue => cause serious damage to a party => pay
higher to perform the contract

@ When the harship happen, can the party terminate the contract?
=> have to negitiate with the partner first to change the clauses for better => if not success => the
parties may go to the court, which has 2 options: Terminate the contract or Adjust the contract for
more balance for both seller and buyer => postpone the contract => revise the contract

* Case: 2 bên có dispute về version Incoterms 2010 và 2020

- Trước khi đưa ta solution thì cần xác định, confirm thông tin đủ hay chưa
=> nên tập hợp đủ thông tin trước khi trả lời
- Thuyết phục khách hàng: outline lợi ích khi chuyển đổi qua Incoterms 2022. khi ngta chưa đồng ý thì
cần biết và hiểu xem lí do đó là gì (văn hóa chấp nhận thay đổi chưa cao, có xu hướng theo phong tục
tập quán)

* Phương pháp coi biểu đồ:

- International maritine transportation accounts for the majority of trade delivery dur to the product
characteristics and geographic distances
- FOB & CIF made up the biggest proportion => vessel’s board plays a critical line for
risks/ownership
- EXW/ CFR & DDU shows less popular, yet enjoy a steady growth

* Smile curve (đường cong nụ cười)

* Vùng xuất khẩu chủ yếu của Vinamilk

* Sữa đặc bán ở Bắc Mỹ, theo phong cách tập quán mua bán hàng của Walmart,… Mỹ thắt chặt điều
khoản => khiến tập đoàn lớn muốn loại bỏ all risks về hàng hóa của họ => có riêng Procurement
Office => kiểm soát hàng hóa chặt chẽ từ Nhà kho
Người mua handle đc Logistics => exw phổ biến hơn lúc này

Risk reference

Được làm bởi ai,cần tài liệu gì

Bàn xk thì k cần sea export license

Thanh toán bằng ttr

Marking : .. bên Úc
K có inspection nhưng law VN phải có inspection => có để làm thủ tục thông quan

K kí hợp đồng vận tải vì đkiện cơ sở là FOB

Nghĩa vụ k mua insurance

Deliver

Nọp giấy tờ gì cho Hải quan

60ph
Multiple choice 6đ(20-30 câu)
Case question 4đ (inco, hợp đồng, lm và thực hiện hợp đồng
Pháp luật doanh nghiệp bắt buộc, pháp luật kdoanh qtế optional