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