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CHAPTER 1: NEGOTIATING DELIVERY

I. Questions and answers 1. What are 5 steps in negotiating delivery? They are timing, location, transport, transfer of risk, title (=ownership), insurance and terms of trade. 2. Why is location important? Because it specifies the point at which the exporter passes risk and responsibilities for the goods to the buyer and date of payment depends on place of delivery. 3. Why is transportation important? Because it affects costs and appropriate type. 4. What are modes of transportation? They are sea transport, air transport and inland transport (by road, by rail, by barge (x lan), by mail or by mixture). 5. Where is risk often passed from the exporter to the importer? At the point of delivery. 6. Where does transfer of ownership take place? At any point between the signature of the contract and the final payment for the goods. 7. How many kinds of delay are there in delivery? Two kinds: excused and unexcused delay. (or excusable and non-excusable delay). 8. What events does the date of delivery trigger? It triggers the following events: The exporter fulfills duties under the contract; Payment may become due; Risk and title pass to the buyer. 9. How to fix delivery date? Delivery date can be fixed by using a straightforward calendar date. 10. When is a contract binding? After the signature date. 1

11. When is a contract both binding and effective? After the date of coming into force. 12. How does the date of coming into force affect the date of delivery? The delivery date is often fixed for a certain days after the date of coming into force. 13. What is excusable/excused delay? Excused delay is delay in the grace period or due to force majeure. 14. What are 3 outcomes of force majeure? Resumption of delivery; termination of contract and unclear and dangerous situation. 15. What are liquidated damages? They are compensation fixed in advance (normally the exporter and the importer agree a fair figure, a lump sum to be paid per day/week/month of late delivery. 16. What are penalties? They are damages paid to compensate one party for a loss. 17. When do people pass risk and title of the goods? On delivery. 18. Name types of risks? Risk of loss and damage and risk of good injuring the third party. 19. Name types of insurance policy? Floating policy, open cover, time policy, voyage policy, valued policy and unvalued policy. II. Further questions 20. Why is delivery date important? Because it is the key to many contract events. 21. What are the consequences of wrong delivery to the buyer? Too early delivery ties up money in unused goods and too late delivery may mean big losses, especially when the goods are to be resold. 22. What is a cut-off date? It is a date by which the contract shall have come into force or else it shall become null and void. 23. When is a cut-off date commonly used? In fixed-price contracts. 2

24. What is force majeure? It is unavoidable circumstance. 25. What are the two aspects of transportation? They are the physical safety of the goods and correct documentation. 26. How many types of consequences of late delivery that are agreed in international contracts? And what are they? 3 types: liquidated damages, penalty and quasi-indemnity (quasi-indemnity is not popular in practice). 27. What are the differences between liquidated damages and penalty? Liquidate damages are compensation fixed in advance (normally the exporter and the importer agree a fair figure, a lump sum to be paid per day/week/month of late delivery) while penalty is damages paid to compensate one party for a loss. The motive of liquidated damages is to compensate the buyer for any delay in delivery while that of penalty is to terrorize the exporter into punctual delivery. The figure set for liquidates damages is fair while that set for penalty is usually very high. 28. Name means of transport and the respective shipping document? Transport by ship a bill of lading Transport by airlines an air waybill Transport by railways a rail consignment note Transport by roadways a road consignment note Multimode transport a combined transport bill of lading (Note: several popular means of transport are: ships, trucks, trains, planes). III. Translation 1. Bi tp dch bui 1 thanh ton. 1.2. Bt k ngoi l no lin quan ti cc iu khon v gi v chi ph cn c nh thu lm r trong danh mc iu khon ngoi l. 1.3. Ph gia cng c bn c bo gi l ph gp v bao gm tt c cc chi ph v nhn cng, dng c gia cng, phn mm, vic kim th, qun l cht lng v tt 3 1.1. Tt c gi v chi ph trong hp ng ny bao gm thu. Tin thu do nh thu

c cc dch v khc hon thnh cng vic c nu trong mc phm vi cng vic. 1.4. Khch hng phi bi hon li cho nh thu tt c cc khon ph m nh thu thanh ton cho cc mc c lit k di y: Cc ph chuyn ch v chi ph bu in cho tt c cc d liu thu thp ti hin trng v qua x l cho vic giao hng t/n bt k a ch no c khch hng ch nh. Bt k khon ph no khc c lin quan n qu trnh gia cng, min l tt c cc khon c thc hin theo ch nh ca khch hng. 2. Dch Vit - Anh charges, fees, expenses and legal fees arising from such action. 2.2. The Seller hereby agree and consent with the Buyer to remedy/make good any defects in the Goods. 2.3. Any cost for/in consideration of the equipment of any charges arising from taking delivery therefrom shall be for the Buyers account. 2.4. The Seller is liable for supplying the Goods in conformity with the Contract and the Buyer is liable for making due payments in consideration of the Goods delivered. 2.5. Where (=If/Should) there is any loss of or damage to the Goods at the time of delivery, the Buyer may at his/her own discretion, reject or refuse the Goods delivered and recover from the Seller the payment made to the Seller. 3. Test 8 2012

2.1. The party on/against whom the action of lawsuit is brought shall bear all costs,

3.1. Nu hng ho c thanh ton bng th tn dng th ngi mua phi lp mt th tn dng khng hu ngang cho ngi bn hng li ti mt ngn hng c cp hng quc t ngay sau khi hp ng c k kt tun th theo v p ng cc iu kin tho ng vi ngi bn. 3.2. Nu ngi mua khng thc hin vic thanh ton, khng lp th tn dng hay khng thc hin ngha v cc ngha v di y m c th lng trc mt cch tho ng theo hp ng th ngi bn c th yu cu ngi mua phi c bin php m bo y v tho ng vi ngi bn trong khong thi gian hp l v vic thc hin y ngha v ca hp ng v c quyn hon vic giao hng 4

hay giao mt phn hng cha c giao cho ti khi ngi mua a ra cc bin php m bo trn. 3.3. Ngi mua phi thanh ton gi quy nh trn hp ng ny m khng c khu tr, khiu kin li v gi, gi li mt phn tin hay cc quyn tng t m ngi mua c i vi ngi bn; nhng quyn ny s c thc hin trong cc bui kin ring gia ngi mua v ngi bn. 3.4. Bt k phn ph, cc ph hay ph ph tng thm, pht sinh thm (lu kho, bin ng t gi, qu ti ti cng), thu, thu quan, ph ph xut nhp khu, chi ph khc yu cu bi chnh ph hay ph bo him c thanh ton bi ngi bn lin quan n hng ho sau khi hp ng c k kt s do ngi mua chu v ngi mua phi hon tr li cho ngi bn khi ngi bn yu cu. 3.5. Nu ngi mua khng th thanh ton tin hng theo hp ng ny th ngi mua s phi tr cho ngi bn khon tin bi thng nh trc, ch khng phi l mt khon pht li sut qu hn mc thp hn 18%/nm hay mc li sut ti a c lut php nc ngoi mua cho php, tnh t ngy n hn thanh ton cho n ngy thanh ton thc t, trn c s mt nm 360 ngy, cho s ngy thc t din ra v khng c tr. 3.6. Vic thanh ton s c thc hin bng th tn dng khng hu ngang c xc nhn. Ngi mua s phi lp th tn dng vo hoc trc ngy 5 thng 9 theo nhng iu khon c nht tr bi hai bn v c nh km hp ng ny nh mt ph lc. 3.7. Hp ng s khng c hiu lc theo iu 16 di y cho n khi ngi bn nhn c thng bo rng th tn dng c m cho ngi bn hng li v m bo rng cc iu khon tun th theo nhng iu c tho thun bi 2 bn. Bt k s khc bit no trong cc iu khon c tho thun bi hai bn v th tn dng phi c ngi bn thng bo cho ngi mua ngay lp tc. 3.8. Hp ng ny khng cho php giao hng sm. 3.9. c php giao hng sm 30 ngy, tuy nhin vic thanh ton s khng c thc hin cho n ngy thanh ton tho thun theo hp ng. 3.10. c php giao hng sm 30 ngy, trong trng hp , vic thanh ton s c thc hin vo ngy giao hng thc t v cng l ngy hai bn tho thun. Trng hp chm giao hng do nhng nguyn nhn ngoi trng hp bt kh 5

khng, c xc nh theo iu 17 di y, ngi bn s phi tr tin bi thng nh trc, ch khng phi l mt khon pht, vi s tin 50.000$ gi tr ca s hng cha c giao vi mi ngy giao chm cho ti mc gi ca hp ng. Vic thanh ton tin bi thng nh trc phi c thc hin m ngi mua khng phi cung cp bng chng v bt k s mt mt, tn tht hay hu qu xu no. 3.11. Vic ngi bn thanh ton khon tin bi thng nh trc s khng tc i quyn ca ngi mua trong vic i bi thng tn tht t pha ngi bn v bt k mt mt, tn tht hoc hu qu xu no pht sinh t hay lin quan n vic chm giao bt k hng ho no. C th l, ngi mua c quyn i bi thng t ngi bn cho bt k tn tht, mt mt no c tnh cht h qu hay gin tip, bao gm v khng hn ch vic mt li nhun, mt kh nng s dng hay mt hp ng pht sinh t hay lin quan n vic chm giao bt k hng ho no. Tuy nhin, vic thanh ton tin bi thng nh trc ca ngi bn s chm dt ngha v ca ngi bn khi bt k khiu ni i bi thng tn tht ca ngi mua v chm giao bt k hng ho no. IV. Words and phrases to remember To be for the account of sb = to ones account To regulate matters in ones agreement To have liability for = to be liable for Signature date = Date of Execution Date of coming into force = Effective Date To pay sb % of the contract price Fully and adequately compensate sb Words related to packaging: bag, bale (kin), barrel (thng du), box, case (hm), carboy (thng ng ho cht), crate (hm g tha), 6

carton, corrugated carton container (hp carton gn sng), drum (thng phi), package, roll (cun), sack (bao ti), tin (hp), fiber wood (g p) jute (ay) rush (ci) loss of or damage to the goods attributable to improper and defective packaging may on due notification to the other party terminate the contract To be at ones disposal

To be at ones discretion To be at ones option

THE END