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LPC Law Notes International Commercial Law Notes

International Sale Of Goods Notes

Updated International Sale Of Goods Notes

International Commercial Law Notes

International Commercial Law

Approximately 179 pages

A collection of the best notes for new University of Law module 'International Commercial Law' the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".

In short, these are what we believe to be the strongest set of International Commercial Law notes available...

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The following is a more accessible plain text extract of the PDF sample above, taken from our International Commercial Law Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:

Intro

  • International sale contract has all the familiar elements of normal sale contract, however, international aspect may mean:

  1. Difference in governing law & jurisdiction

  2. Increased distance (more risk of damage, higher cost of transport)

  3. Payment problems (because of increased distance).

  • S likes payment in advance to help cash flow;

  • B will want a credit period delaying payment.

  • Issue of trust (S won’t want to part with goods until it has been paid etc)

  • Domestic solution retention of title

  • International sales ownership of goods governed by law of country where situated

  • UCTA 1977: s26 Act doesn’t apply to international contracts (S can exclude liability)
Terminology

  • Shipper: person who arranges for goods to be sent by ship (usually S / S agent)

  • Shipment: act of putting the goods on the ship. Note that you ‘ship’ a ‘consignment’.

  • Carrier: company on whose ship the goods are transported

  • Consignor: person delivering goods to their destination (usually S / S agent)

  • Consignee: person collecting goods at their destination (usually B / B agent)

  • Freight: cost of carriage (not goods)
Jurisdiction & choice of law

  • Choice of law (what is the law that will apply to the contract) (Subject to Rome I)

  • Choice of jurisdiction (courts that will hear dispute) (Subject to Brussels I)

  • Not uncommon for courts to have to apply foreign law in such a situation, expert evidence will be obtained on foreign law from foreign lawyers.

  1. Choice of jurisdiction: (Brussels I)

Apply when EU Member States fail to make express choice of jurisdiction

  • Advantages & disadvantages of suing party in their own jurisdiction (may be easier to enforce judgement there);

  • Brussels Regulations: generally allows parties to choose jurisdiction.

  1. Choice of law: (Rome I)

Apply when EU Member States fail to make express choice of law

  • Rome 1 regulation: allow parties to choose their own law.

  • Best to choose same jurisdiction & law as avoids situation where court has to apply foreign law

  • Done by including a clause in contract (clarifying what law & jurisdiction will govern contract)

Key Documents

Documents required for transaction
Shipping Document Bill of Lading

  • Serves 3 purposes:

  1. Receipt for the goods and evidence of good condition at loading

  2. Contains terms of the contract of carriage

  3. Evidence of title to the goods and the right to possess them

  • Holder has title to the goods; enables B to sell goods to TP while still in transit; however, problematic if falls into wrong hands

  • Given by carrier to consignor, when goods shipped; at destination, goods handed over to person w/ bill of lading (sent by airmail)

  • If late, carrier may hand over goods in return for indemnity

  • Must be original BoL; fax or email will not do
Waybill

  • If BoL too slow, can use sea waybills and freight forwarders (can be sent electronically; more convenient but not as secure)

  • Specifies deliveree; original does not have to be physically sent to B

  • Serves 2 purposes:

  1. Receipt for the goods and evidence of good condition at loading

  2. Contains terms of the contract of carriage

  • However, does not give title so B cannot sell goods before received

  • Electronic BOLERO system in development

  • Road and rail transport: use combined transport document (whole transport chain); air transport: air waybill
Commercial Invoice

  • Identifies all contract goods, including quantity and price

  • Also constitutes demand for payment
Export Licence

  • If the goods are being transported outside the EU, an export licence will also be required (usually at S expense, but check terms)
Marine or air insurance policy

  • Should be worded to cover good specified in commercial invoice

  • Should be a transferable policy that can be transferred with BoL

  • Not relevant in every transaction; will depend on whether B or S responsible under terms
Additional documentation

  • Consider terms of transaction; may require, e.g.

  • Inspection certificate

  • Packing list, etc.
Effect of transfer of documents

  • Under Carriage of Goods by Sea Act 1992: anyone who holds BoL is entitled to sue carrier on contract of carriage; holder also has rights in tort (e.g. for negligent damage)

  • B in possession of shipping docs can enforce her:

a) contractual rights against person who sold goods to her, under contract of sale;

b) contractual rights against carrier under contract of carriage; and

c) rights against insurer under terms of policy of which she is the assignee

Transport arrangements

Intro

  • Goods have to be transported further (thus, more expensive & greater risk of damage)

  • Parties will have to think about who bears the cost of transport & risk of damage

  • Parties need to agree who is obliged to insure goods

  • Always a chance they will get these terms wrong; very common to use standard T&Cs

  • INCOTERMS most common; published by ICC in 30 languages

  • All parties must state in contract that particular set INCOTERMS apply – latest terms 2010
Multimodal

  • Single contract of carriage covering all stages of journey (air, sea, road, rail etc)

  • Most common form of transport arrangement

  • Usually one carrier who arranges transport (contractual carrier) and sub-carriers cover different aspects of the journey (actual carriers)
INCOTERMS

  • Not a complete contract

  • Determine:

  1. Who will arrange and pay for main legs of journey; 3 main stages to transport of goods:

  1. From S’s premises to port

  2. Loaded on ship, then transported to port in B’s country (FRATE contract)

  3. Transported from port to Buyer

  1. Which party bears the risk of damages for each leg of journey

  2. Which party arranges and pays for insurance for each leg

  3. Which party must obtain import and export clearance (non-EU sales)

  4. What documents S must provide to B (e.g. doc to take delivery from shipping company, insurance policy etc)

  5. But NOT passing of ownership (parties are to agree this expressly)

INCOTERMS

How do INCOTERMS work?

  • INCOTERMS are Categorised into two groups:

    • ...

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