SCHMITTHOFF'S EXPORT TRADE THE LAW AND PRACTICE OF INTERNATIONAL TRADEPDF电子书下载

PART ONE THE INTERNATIONAL SALE OF GOODS 3

1. INTRODUCTION 3

Export transactions founded on the contract of sale 3

Export transactions for the construction of works and installations 3

Export merchants and manufacturers； bankers， insurers， carriers andshipping agents 4

Exports and the national interest 5

The Export transaction 6

The United Kingdom Sale of Goods Act 7

2. SPECIAL TRADE TERMS IN EXPORT SALES 8

Ex works，or ex warehouse， or ex store （where the goods are situate） 9

F.o.r. or f.o.t. （named point of departure） 11

Delivered at container collection depot （named place of depot） 13

F.a.s. （named vessel in the port of shipment） 13

F.o.b. （named port of shipment） 16

Definition 16

American practice 17

Types of f.o.b. clauses 18

F.o.b. values 20

Arrangement of freight and marine insurance 20

Responsibilities of the parties 21

Naming an effective ship 21

Multi-port f.o.b. clauses 23

Duty to procure an export licence 23

F.o.b. airport 24

C.i.f. （named port of destination） 25

Definition 26

The shipping documents 29

Refusal to accept the documents 32

Responsibilities of the parties 33

Payment of the price 34

Port of shipment and port of destination 35

Tender of goods a float 36

Loss of goods 37

Contracts expressed to be c.i.f. but not being true c.i.f. contracts 38

Refusal to accept the goods 39

Variants of the c.i.f. contract 39

c. and. f. （named port of destination） 40

c.i.f. and c.， c.i.f. and c. and i 41

Arrival， or ex ship （named ship and named port of arrival 42

Ex quay （named port of destination） 43

Delivered at frontier （named place of delivery at frontier） 43

Delivered （named place of destination in the country of importation）duty paid 44

3. STANDARDISATION OF TERMS IN INTERNATIONAL SALES 45

Uniform conditions of export sales 45

United Nations Commission on International Trade Law 45

Incoterms 1953 and other ICC publications 46

Uniform Laws on International Sales 48

Revised American Foreign Trade Definitions 1941 48

American uniform commercial code 48

General conditions of the Council for Mutual Economic Assistance 49

Codifications of international trade law in the Socialist countries 50

Model contract forms applying to specified international transactions 51

Standard conditions issued by trade associations 51

Model contracts sponsored by the United Nations ECE 52

Model contract forms used in construction contrasts 52

General terms of business adopted by individual exporters 53

Some important clauses 53

The buyer’s agreement 54

Standards terms in home transactions 55

Simplification of Export Documentation 55

4. MARKET INFORMATION FOR EXPORTERS 57

Government services for exporters 57

The Export Intelligence Service 57

Trade promotion overseas 58

The British Overseas Trade Board 59

Export publications 59

Trade and Industry 59

Export Data； Exporter’s Year Book 59

Commerce International 60

Hints to Business Men 60

Publications dealing with particular export markets 60

5. OFFER AND ACCEPTANCE 61

The offer 61

The acceptance 61

The confirmation slip 63

Special problems relating to general conditions 63

A verbal contractural promise may override general conditions 63

Incorporation of current edition of general conditions 64

Conflicting general conditions of contracting parties 64

International supply contracts 65

6. INVOICES AND PACKING 66

Invoices 66

The commercial invoice 66

Invoices on official forms 67

Packing 68

7. MODES OF PAYMENT 71

Exchange control legislation 71

8. PERFORMANCE OF THE CONTRACT 75

English and foreign sales law 75

Delivery of the goods 76

Passing of the property 77

The reservation of property clauses 79

Passing of the risk 80

Contract Guarantees 81

Performance guarantees 82

Bank guarantees 83

Certificates of quality and of inspection 85

Liquidated damages or penalties 86

9. ACCEPTANCE AND REJECTION OF GOODS 89

Conditions and warranties and intermediate terms 90

Conditions and warranties 90

The intermediate term 91

Examination of goods 92

Acceptance of goods 95

Rejection of goods 97

right of rejection in c.i.f.contracts 98

Rejection where each delivery to be treated as separate contract 99

Property in rejected goods 100

Rejection and estoppel 100

Rejection and frustration 100

Relaxation of strict performance of contract 100

10. THE RIGHTS OF THE UNPAID SELLER 103

Where the property has been reserved： the right of withholdingdelivery 103

Where the property has not been reserved 104

The unpaid seller’s lien 104

Stoppage in transitu 105

The right of resale 108

11. COMMERCIAL FRUSTRATION 109

Legal meaning of frustration 109

Conditions upon which the contract is frustrated 111

Destruction of subject-matter 111

Illegality 111

Fundamental change in circumstances 114

Export and import licences and quotas 116

Partial frustration 118

No frustration where impossibility due to default of a party 119

Effect of frustration 119

In general 119

The Law Reform （Frustrated Contracts） Act 1943 119

Force majeure clauses 121

Different kinds of force majeure clauses 121

Force majeure clauses which are too vague 123

Force majeure clauses defeated by events 124

12. ENGLISH LAW AND FOREIGN LAW 125

Proof of foreign law 125

Methods of conflict avoidance 126

The law governing the contract 127

The law intended by the parties 128

The law with which the contract is most closely connected 130

Presumption in favour of the law of the place where the contract was concluded 130

Presumption in favour of the place where the contract is to be performed 131

Presumption in favour of the place where an arbitration is to be held 132

Money of account and of payment； recovery in foreign currency 133

Foreign state immunity 134

Foreign illegality 136

Civil consequences 136

Criminal consequences 137

The EEC Law 139

13. THE UNIFORM LAWS ON INTERNATIONAL SALES 140

The Uniform Laws in the United Kingdom 141

The Uniform Laws on International Sales Act 1967 141

Application of Uniform Laws only if adopted by parties 141

Mandatory provisions of proper law cannot be contracted out 142

General Limitations of Uniform Laws 142

Restriction to contracts between parties in Convention states 142

Restriction to proper law under P.I.L.Convention 143

Effect of limitations 143

Contracts of International Sale 144

The Uniform Law on International Sales 145

The Uniform Law on Formation 147

Limitation in the International Sale of Goods 148

PART TWO REPRESENTATIVES ABROAD 153

14. SOLE DISTRIBUTION AGREEMENTS 153

Nature of sole distribution agreements 153

Sole distribution agreements distinguished from contracts of sale and from agency agreements 153

Export distribution agreements 154

Clauses in sole distribution 156

Definition of the territory 157

Definition of the goods 157

Sale buying and selling rights 158

Advertising， market information， protection of patents and trade marks 158

Other clauses 159

Law relating to restrictive practices 159

15. AGENCY ARRANGEMENTS 161

Self-employed agents abroad 161

The contract of agency 162

duties of the agent 165

duties of the principal 167

Special types of agents 170

The delcredere agent 170

The agent carrying stock 171

Exclusive trading rights 172

The confirming house 173

The freight forwarder 178

The agent of necessity 180

Foreign agency laws 181

16. BRANCH OFFICES ABROAD 183

The contract of employment abroad 184

Salary and commission 184

Accommodation abroad， payment of overseas passage 185

Reports to the head office 185

Bonds and fidelity guarantees 185

Termination of contract； security of employment 185

Foreign legislation 187

Foreign aliens legislation 187

Foreign labour legislation 188

Foreign legislation protecting security of employment 189

Travelling representatives abroad 190

ATA and ECS carnets 191

17. SUBSIDIARY COMPANIES ABROAD 193

The overseas subsidiary 193

The multinational enterprise 194

In company law 195

Under the Exchange Control Act1947 197

Foreign law affecting overseas subsidiaries 198

Foreign company laws 199

Foreign labour laws 200

Foreign tax laws 200

Foreign investment laws 201

Conclusions 204

18. JOINT EXPORT ORGANISATIONS 205

Joint selling organisations 205

Consortia 206

Joint ventures 207

The European Co-operation Grouping 208

19. RESTRICTIVE TRADE PRACTICES IN THE UNITED KINGDOM 210

Restrictive trade practices legislation 210

Duty to notify restrictive agreements 211

Monopoly situations in relation to exports 213

Collective price maintenance agreements 214

Reduction of exports as defence in proceedings before the Restrictive Practices Court 215

Relationship between United Kingdom regulations and the com-petition law of the European Community and the Free Trade Agreements 216

20. THE COMPETITION LAW OF THE EUROPEAN COMMUNITY 218

The basic provisions 218

Procedure 220

Measures providing exemptions en bloc 221

Agreements of minor importance 222

Exclusive agency contracts 222

Exclusive dealing agreements 223

The block exemption 223

Agreements prohibiting parallel exports or imports 224

Co-operation agreements 225

Agreements relating to standardisation， research and development，and specialisation 226

Abuse of dominant position 226

The competition law of the Free Trade Agreements 227

Foreign national competition legislation 228

PART THREE MATTERS INCIDENTAL TO EXPORTING 233

21. THE FINANCE OF EXPORT 233

Arrangements for direct payment by the buyer 234

Payment on open account 234

Bills of exchange 234

Collection arrangements 242

Bankers’ documentary credits 244

Uniform Customs and Practice for Documentary Credits 1974 246

The stages of a documentary credit 247

The doctrine of strict compliance 248

The documents tendered to the bank 250

Time of opening of credit 253

The expiry date of the credit 254

The law applicable to the credit 255

Damages for failure to open a credit 256

Kinds of documentary credits 256

Documentary credits and bank indemnities 266

Short-circuiting of documentary credit 267

Fraud affecting documentary credits 269

Negotiation of bills by exporters 270

Merchant finance for exports 270

Non-recourse finance 271

Factoring services 272

22. EXPORT CREDITS GUARANTEES 274

The Export Credits Guarantee Department 274

Insurance facilities offered by the Export Credits Guarantee Department 275

Short term credits 275

Medium and long term credits 281

ECGD and the provision of finance 281

Cost-escalation cover 285

Performance bonds 285

Cover against unfair calling of on demand bonds 285

Projects participants insolvency cover 286

Joint and several cover 286

23. INSURANCE OF EXPORTS 288

Marine insurance 288

Stipulations in the contract of sale 288

The assured， the insurer and the broker 289

Kinds of marine insurance 291

The contract of insurance 299

Risks covered by marine insurance 308

Claims 322

Aviation Insurance 327

24. CARRIAGE OF EXPORTS BY SEA，AIR AND ROAD 329

Carriage by sea 329

The general course of business 329

The contract of carriage by sea 334

Freight 336

Carriage covered by bills of lading 345

Container transport 377

General average claims and contributions 381

Carriage by air 381

History of the Carriage by Air Acts 1932， 1961 and1962 382

General introduction 382

Basic system of liability 383

When do the various regimes apply？ 385

Carriage governed by the original Warsaw Convention 386

Carriage governed by the amended Warsaw Convention 388

Non-Convention carriage 389

IATA carriage 390

Extension to territories overseas 391

Carriage by road 391

Scope of application 391

The consignment note 393

Liability of the carrier 394

Time limits 396

Nullity of stipulations contrary to the Convention 396

25. PROTECTION OF PATENTS AND TRADE MARKS ABROAD 397

Patents and designs 397

The regulation in the United Kingdom 397

Territorial scope of patents 398

International Conventions 400

Proposed international developments 402

EEC Law 403

Trade marks 404

Registered and unregistered trade marks 404

Registration of trade marks in the United Kingdom 405

Registration of trade marks for exports only 408

International protection of trade marks 408

26. ARBITRATION AND LITIGATION 411

Arbitration 411

English arbitration 413

International arbitration 420

The UNCITRAL Arbitration Rules 420

The London Court of Arbitration 422

The ICC Court of Arbitration 423

European arbitration 426

Arbitration in countries of state-planned economy 427

Arbitration of investment disputes 429

Enforcement of awards 430

Litigation 433

Submission to jurisdiction 434

Service out of the jurisdiction 434

The Mareva injunction 435

Enforcement of English judgments abroad 436

Judgments in foreign currency in the English courts 437

The EEC Judgments Convention 438

Judgments of the Court of the European Communities 440

PART FOUR LONG TERM CONTRACTS 443

27. THE CONSTRUCTION OF WORKS AND INSTALLATIONS ABROAD 443

Types of procurement 444

Procurement by tender 445

The course of dealing 445

The standard contract forms 447

The pre-contractual stage 448

The contract 452

Post-contractural problems 454

PART FIVE CUSTOMS LAW 461

28. GOVERNMENT REGULATION OF EXPORT 461

Export licensing 461

The general control of exports 461

Control of strategic goods 464

Powers of inquiry and search， penalties 465

Transhipment licences 465

Customs regulations 465

Entry and pre-entry of goods 466

Tariff requirements for exports 467

Goods other than bonded or drawback goods 469

Bonded and drawback goods 469

Goods exported by parcel post 471

Return of unused imports 471

Goods in transit 472

Free movement of Community goods 472

Central concepts 473

Community Transit Certificates 474

EEC preference arrangements 477

Customs offences 479

APPENDICES 483

1. INSURANCE OF EXPORTS 483

Marine Insurance Act1906 483

Form of Policy 483

Rules for Construction of Policy 484

2. CARRIAGE OF EXPORTS BY SEA AND AIR 486

Carriage of Goods by Sea Act 1971 486

The Hague Rules as amended by the Brussels Protocol 1968 486

3. EXCHANGE CONTROL 492

Exchange Control Act 1947，sections 21-23 492

Import and Export 492

4. FREIGHT FORWARDERS 494

Standard Trading Conditions sponsored by the Institute of Freight Forwarders Ltd.［1974 edition］ 494

Index 498