International goods sales contracts and legal issues

Article overview

International goods sales contracts are one of the important factors in global trade, especially for Vietnam as the trend of international trade is increasing. Understanding the legal regulations related to this contract not only helps the parties ensure their legal rights but also minimizes risks during contract implementation. In this article, we will analyze general regulations, key factors and legal issues to keep in mind when signing international goods sales contracts.

Legal issues related to international goods sales contracts
Legal issues related to international goods sales contracts

General provisions on international goods sales contracts

An international sales contract is an agreement between parties in different countries to transfer ownership of goods from the seller to the buyer, with clear payment conditions.

Based on Article 385 of the Civil Code 2015, a contract is an agreement between the parties on the establishment, change or termination of civil rights and obligations. This applies in international goods sales contracts, where the parties have their commercial headquarters in different countries.

Article 3 of the Law on Commercial 2005 also clearly stipulates the purchase and sale of goods, in which the seller has the obligation to deliver the goods, transfer ownership of the goods to the buyer and receive payment, while the buyer has the obligation to pay and receive the goods. Therefore, an international goods sale contract can be considered a specific form of an asset sale contract.

Key elements of international goods sales contracts

Contract object

The subject matter of an international sale of goods contract is the goods transferred from the seller to the buyer across national borders. These goods can be items, products or services that can be traded across borders. According to the provisions of the Vienna Convention 1980, goods must be described clearly and specifically in the contract to avoid misunderstandings and disputes.

Contracting subject

The subjects of international goods sales contracts must be individuals and organizations with commercial headquarters in different countries. The parties can be businesses, organizations or individuals wishing to trade goods. This requires parties to clearly understand the legal regulations of the countries in which they operate, as well as comply with relevant international treaties.

Form of contract

According to Articles 11 and 12 of the Vienna Convention 1980, international goods sales contracts can be established in any form, including oral. However, in some cases, the parties may require the contract to be evidenced in writing or with the participation of third parties such as witnesses or authorities, especially in the event of a dispute.

Content of goods purchase and sale contract
Content of goods purchase and sale contract

Legal issues related to international goods sales contracts

Rights and obligations of the parties

In an international goods sale contract, each party has clear rights and obligations.

Obligations of the seller:

  • Provide goods in accordance with terms of quantity, quality and packaging.
  • Delivery on time and location as agreed.
  • Provide documents related to goods.

Buyer’s obligations:

  • Pay for goods according to the agreed method.
  • Receive and check the goods according to the agreement in the contract.

According to the Civil Code 2015 and the Law on Commercial 2005, the obligations of the parties in an international goods sale contract must be fully and accurately performed. Failure to fulfill obligations may give rise to a claim for damages.

Dispute resolution

Dispute resolution in international goods sales contracts is an important legal issue. Parties often choose to resolve disputes by negotiation, mediation or through legal agencies. According to the Vienna Convention 1980, parties can choose court or arbitration to resolve disputes, depending on the agreement in the contract.

If the parties cannot resolve the dispute themselves, going to court or international arbitration is necessary, with specific regulations on the location and method of resolution. The choice of arbitration or court must be clearly agreed upon and agreed upon by both parties.

Notes when concluding international goods purchase and sale contracts

When concluding an international goods sale contract, the parties should pay attention to the following factors:

  • Terms on goods quality: The parties need to clearly define the quality of goods and quality inspection methods to avoid risks. This may be related to international standards or importing country requirements.
  • Delivery conditions: Delivery conditions (Incoterms) are an important factor in the contract, affecting shipping costs, risks and delivery time.
  • Payment methods: Payment methods such as Letter of Credit or Collection need to be clearly specified to protect the interests of the parties.
Consulting on drafting international goods sales contracts
Consulting on drafting international goods sales contracts

Consulting on drafting and implementing contracts

Drafting international goods sales contracts requires an understanding of international law and the regulations of each country. At Long Phan, we provide consulting services and draft international goods sales contracts. Services include;

  • Consulting on basic terms in the contract.
  • Consulting and determining the law applicable to sales contracts.
  • Drafting international goods sales contracts.
  • Consulting on choosing the appropriate payment method.
  • Consulting on delivery conditions helps customers choose the most reasonable conditions.
  • Advice on dispute resolution methods, including negotiation, mediation, or use of arbitration or international court.
  • Consulting on the obligations of the seller and buyer in the contract, helping the parties comply with their commitments and avoid unnecessary contract violations.
  • Consulting on contract forms, documentary requirements, and contract signing methods (including written contracts, electronic contracts).
  • Consulting on specific legal factors of countries in entering into contracts.

International goods sales contracts are an important tool in global trade transactions. Understanding regulations and related factors will help customers avoid unwanted risks. If you need detailed advice on contracts or need assistance in drafting international goods purchase and sale contracts, please contact us via the hotline 0906735386.