Part 1 The Basics of Contract 1
Chapter 1 Contract and Its Formation 1
Section 1 Commercial Contract & International Commercial Contract 1
1.1 Commercial Contract for the Domestic Sales of Goods 1
1.2 Commercial Contract for the International Sales of Goods 1
1.3 Relevant Transport Document 2
1.4 Electronic Data Interchange 3
1.5 Payment for the Goods 3
1.6 Contractual Relations Involved in the International Transactions 4
Section 2 Formation of Contract & the CISG 5
2.1 Offer and Acceptance 5
2.2 Mailbox Rule and Acceptance Rule 10
2.3 Consideration 11
2.4 Formality of Contract 12
2.5 Parole Evidence Rule 13
Section 3 Structure of Contract 13
Section 4 Settlement of Dispute 23
4.1 Dispute 23
4.2 Settlement of Dispute 24
Chapter 2 Incoterms 2000 26
Section Incoterms 2000 26
1.1 Figure 1 26
1.2 "E" Term Dealing with Passing at the Seller's Premises 26
1.3 "F" Term Dealing with Port-to-Port Shipment 27
1.4 "C" Terms Doaling with Port-to-Port Shipment 38
1.5 "D" Term: Destination or "Arrival" Contracts 45
1.6 Multimodal Transport Terms Developed by Incoterms 49
Chapter 3 Letters of Credit 51
Section 1 Characteristics of a Documentary Letter of Credit 51
Procedure Used in a Letter of Credit 52
Section 2 Types of Documentary Credits 55
2.1 Revocable and Irrevocable Credits 56
2.2 Confirmed and Unconfirmed Credits 57
2.3 Method of Payment under a Credit 58
2.4 Sight Drafts 58
2.5 Negotiation Credits 58
2.6 Other Types of Credit Arrangements Recognized by UCP 500 59
2.7 Stages in the Transaction 62
2.8 Responsibility of the Intermediary Bank 65
Chapter 4 Norms of the Contract 66
Section 1 The Norms of the Contract 66
1.1 Hereinafter 66
1.2 The Concerned Parties to the Contract 67
1.3 Definition 69
1.4 Usage of "Shall" 71
1.5 The Conditional Clauses 73
1.6 Usage of Capitalization 77
Section 2 Usage of Old English 81
2.1 "Here" Group 81
2.2 "There" Group 85
2.3 "Where" Group 89
2.4 Others 91
Chapter 5 Set Clauses of the Contract 92
Section Set Clauses of the Contract 92
1.1 Identification of Parties 92
1.2 Force Majeure 95
1.3 Cancellation 101
1.4 Arbitration 103
1.5 Governing Law and Choice of Forum 107
Part 2 Types of Contracts 109
Chapter 6 Purchase Contract 109
Text A Purchase Contract 110
Text B Canada National Cereal, Oil & Foodstuffs Import and Export Corporation Purchase Contract 118
Exercises 121
Chapter 7 Sales Contract 125
Text A Sales Contract(1) 125
Text B Sales Contract(2) 134
Exercises 136
Chapter 8 Employment Contract 140
Text A Employment Contract 141
Text B Overseas Hired Employment Contract 149
Exercises 154
Chapter 9 Cooperative Joint Venture Contract 157
Text The Contract for Sino-foreign Cooperative Joint Venture 159
Exercises 174
Chapter 10 Equity Joint Venture Contract 177
Text The Contract for Sino-foreign Equity Joint Venture 177
Exercises 198
Chapter 11 Compensation Trade Contract 202
Text A Compensation Trade Contract(1) 203
Text B Compensation Trade Contract(2) 208
Exercises 216
Chapter 12 Assembling & Processing Contract 219
Text A Contract for Processing & Assembling 220
Text B Contract for Processing with Supplied Materials and Assembling with 227
Supplied Parts 227
Exercises 230
Chapter 13 Distribution & Consignment Contract 233
Text A Exclusive Agency Agreement 234
Text B Sales Agency Agreement 238
Exercises 242
Chapter 14 Contract for Machinery Equipment 246
Text Contract for A Complete Set of Equipment 247
Exercises 263
Chapter 15 Technology Transfer 266
Text A Contract of the Transfer of Technology 267
Text B Licence Contract for Patent and Technology 286
Exercises 298
Keys to Exercises 301
Appendix 1 327
Appendix 2 330
Appendix 3 334
Appendix 4 336
Appendix 5 341
References 343