Thanks to the development of the economy of the world, purchasing and selling goods activities are developing day by day. However, due to the difference in law systems, languages, and business culture, signing a contract for the international sale of goods is quite difficult. To avoid a dispute about the international contract, there is some note of signing a contract for the international sale of goods. This article below of Apolo Lawyers (Hotline: +84 903.419.479) will provide our clients with information about this issue.
There are some notes of signing a contract that parties shall focus on to avoid dispute in purchasing and selling goods activities.
A contract for the international sale of goods is an agreement between the parties in an international sale and purchase of goods transaction. Parties directly establish and adjust the legal rights and obligations of the buyer and seller in such specific international sale of goods. There are some issues to be noted when entering into the contract for the sale of goods.
According to Article 27.2 Commercial Law of Vietnam, the international contract shall be conducted on the basis of written contracts or other forms of equal legal validity. Concurrently, Vietnam has stated to reserve Article 11 of CISG 1980, so it is compulsory to establish a written contract when entering a contract for the international sale of goods with Vietnamese partners.
The subject of the international contract may be individuals or legal entities. The legal status of these subjects is governed by the law of the country that individuals or entities have nationality. Therefore, when signing a contract for the international sale of goods, foreign enterprises need to clarify the subject position of the parties. If either party does not have this personal status, it is highly likely that the contract will be void.
It is important to determine whether the individual has the authority to sign the contract. According to Vietnamese law, the legal representatives have the authority to sign an international contract or authorize another one to sign a contract through the power of attorney or charter of the company. However, there is a big difference between the law of each country. Therefore, when signing a contract for the international sale of goods, the parties should learn the regulations on the authority and authorization of the partner country or ask the other party to provide documents to prove or commit that they have the authority to sign a contract.
The arbitration clause is independent from contract, and aims to choose the dispute settlement body. According to Article 19 Commercial Arbitration Law of Vietnam, An arbitration agreement is entirely independent from the contract. Any modification, extension, cancellation, invalidation, or nonperformance of the contract will not invalidate the arbitration agreement. Therefore, if the parties have provisions for arbitration clauses, it is also necessary to specify whether the contract signatory has the authority or is authorized to sign the arbitration clause or not.
Due to the difference in the law system of each country, it is essential to determine clearly which law system will be applied. Concurrently, parties should avoid cases where the Incoterms are not specified or the port name is misspelled.
>>> Read more: The dispute settlement of commercial contract by court
>>> Read more: Legal service on Penalties For Breach Of Contract
Apolo Lawyers is proud to be a law firm with many years of experience in business consulting that will support clients with commercial contracts in general and contracts for the sale of goods in particular. Using our service, you can be supported no limit but includes:
There is an overview of notes when signing a contract for the international sale of goods. If you have any problems, do not hesitate to contact us via email at contact@apolo.com.vn or Hotline - (+ 84 903 419 479) for the best advice and support.
APOLO LAWYERS
English
Tiếng Việt