Quantity

Describe Goods Receipt

Condition

Evidence of the contract of carriage

Ownership of the goods Document of title

Payment made in advance of shipment Straight Bill

Shipping merchandise prior to payment Bill of lading

Straight Bill vs Order Bill
the merchant is always obliged to surrender one original, duly endorsed, in
Order(Negotiable) Bill
exchange for the goods.

Commonly use for Letter of Credit

acknowledged that the trade custom has established the bill of lading as a
Document
document of title to the goods agreed to be delivered to the consignee. |Case: Lickbarrow v Mason

a written order to a person requiring the person to make a specified payment to

the signatory or to a named payee; a promissory note. Bill of Exchange

can be changed or cancelled by the bank that issued it at any time and for any
reason Revocable
Letter of Credit
cannot be changed or cancelled unless everyone involved agrees Irrevocable

Art IV (1)| carrier shall not be liable for loss or damage arising

unless caused by want of due diligence on the part of the carrier to make the ship Provide a Seaworthy vessel
seaworthy

Protect Cargo
Carrier
Without unreasonable deviation

Reasonable dispatch

Duty to Compensate Duties of Shipper and Carriers

To provide all the right export documents in a timely manner

Properly packaged goods Shipper

Inform carrier if the goods are dangerous or hazardous

Buyer Responsible for all ExWork

Factory -> Carrier --> Alongside Ship -- > On Board (Seller covered until on board)

exporter delivers the goods to the importer once the goods have been shipped on board a named vessel FOB (Free On Board)

Not for Shipping Container

Factory -> Carrier-> Alongside Ship (Seller)

delivers the goods to the importer once the goods have been placed along side of
FAS (Free Alongside Ship)
the vessel

Not for Goods in shipping containers

can only be used with port-to-port sea transportation

seller is responsible for providing insurance coverage for the goods while in transit
CIF (Cost Insurance Freight) INCOTERM (2010)
for 110% of their value

Not appropriate for Container International Trade Financing

-1-
 (a) Convention

Treaties | Judicial Decision | Diplomatic correspondence | Practice of international

State Practice Organization

(b) Custom Opinio Juris Practice ones usually won't act but feel compelled to under the law : Self-defense

Case: Continental Shelf (Libya v Malta case); the world court stated that: Customary International Law must be looked for primarily in the actual practice and Opinio Juris of State

Legal Principles established in all or most national system of law

GPL
Art 38 (1)(a) to (d) of ICJ Good Faith
(c) General Principle of Law
Fundamental IL accepted by many states as norms (Superior Value)

Jus Cogens E.g. Genocide, Human Rights: Slavery,

Article 53: Treaties/contract void if conflict with Jus Cogens

Apply JD and teachings of previous case

(d) Judicial Decision and Writing of Jurist Judicial Decision (JD) International/municipal (Domestic) law/ Publication

Does not refer to Domestic Decision but does invoke previous case law

United Nations Convention

on Contracts for the
International Sale of Goods

Proposal to one or more specifics person indicate intention of offeror to be bound in case of acceptance
Art 14 -
If no specific person is mentioned, it merely invitation to treat

Offer become effective when reached offeree

Art 15
Offer
May be withdrawn if reached offeree before or at the sametime as the offer

Art 16 Offer may be revoked before offeree dispatch acceptance

Art 17 Offer is terminated when rejection reach offeror

Any Conduct indicating assent to an offer is acceptance within certain period e.g. Payment to seller
Art 18
Silent is not acceptance
Formation of the contract
Acceptance Reply to offer as acceptance but contain modification (Quantity, Price) is
considered rejection to the offer and constitute as counter offer

Art 19 However, if contain additional or different terms, no alternation to material (Qty, price, payment, quality and quantity of the goods, place and time of delivery,
Price, Color,etc) is considered acceptance unless offeror object to it orally extent of one party’s liability to the other or the settlement of disputes are
immediately considered to alter the terms of the offer materially

Consideration

Art 53 Pay and take the delivery as per contract

Art 60 Facilitate the delivery Must take actions to enable delivery and take the delivery

Buyer Art 38(2) Examination of Goods

Reasonable time

Art 39 Notification of non-conformity (Art. 39) Maximum two years

Parties may fix by contract

Must Delivery Goods

(Art. 30 hand over any documents relating to them and transfer the property in the 

goods  as required by the contract and

-2-
 can be used with any mode of transport including sea, land, air, rail and multimodal transportation.

Seller Assume most of the costs CIP

Transfer to buyer first good loaded to first carrier But risk or loss Seller also pay insurance

seller to pay the costs and freight necessary to transport goods to the named port of destination
CFR Trade Terms
Buyer pay for insurance

Compatible with container shipping & RO-RO Shipping

Risk Transferred at the place of delivery

CPT (Carriage Paid to)
Buyer pay for insurance (Obligation)

Risk of loss transfer when the goods are loaded to first vessels

Main carriage not paid by seller F

Group
Main Carriage paid by seller C

Bill of Lading

Hague Rule
Carriage Goods by Sea
Visby Rule

More favor to carrier Adopt Hague Rules (1924) Malaysian Carriage of Goods by Sea Act (MCOGSA)
Transportation
Airways Bill Carriage Goods by Air

Charterparty Ship
Marine Insurance Insurance
Physical Injury

hire (Rent) an entire ship or part of a ship for a particular voyage

dead freigh- If there is less than a full load, a dead freight charge may be imposed
on the charterer and payment for freight is by volume

Holder acquires bill of lading obligated to pay for charges before ship turn ver voyage charterparty
the cargo

- charges that the charterer pays to the shipowner for its extra use of the vessel.

form of liquidated damages for breaching the laytime set out in the governing Demurrage Charterparty
contract

hire (Rent) an entire ship for a period of time.

As shipowner receives hire while the ship is loading time charterparty

or unloading and whether or not it is carrying cargo demurrage and dead freight do not arise

-3-
 goods  as required by the contract and
this Convention.
Obligation
Certificate of Origin
Art 31 - Hand over docs
Bill of Lading

Fixed| Period |

Reasonable time (Art 33)

Art 33 Delivery Date . Delivery period was Oct 97/Feb 98. Goods were ready ex factory in late Oct. Buyer
could not arrange L/C until 30 Nov. Buyer collected goods (juice), but did not
examine until taken home (US). Juice lost colour.
Seller
Case: Cherubino Valsangiacomo vs. American Juice Import (2003) Since it was an ex factory contract, the buyer should have examined the good after
he had received. The delay to lodge complaint about the loss of colour was
unreasonable (bad faith)).

(1) The seller must deliver goods in conformity with the quality, quantity and
description required by the contract

(2) Except where the parties have agreed otherwise
Art 35 Conformity of goods
(3) Conform with contract if they

Case:

Seller may, up to that date fix the non-conformity through delivery, replacement

Art 37 but buyer still retain right to claim damage

(1) Ask Seller to deliver substitute goods

Art 46 To compel specific performance, (2) make repairs to damaged goods.

(1) The seller commits a fundamental breach

(2) The buyer gives the seller a Nashfrist notice and the seller rejects it or
Art 49 To avoid the contract, does not perform within the period it specifies.

the seller may, even after the date for delivery, remedy at his own expense any 
Buyer
failure to perform his obligation
Art 50 To reduce the price, Art 48(1) Or Art 37 If the Buyer refuse to accept performance as accord to the article, the buyer may
not reduce price

(1) Buyer may refuse or take the delivery if seller deliver the goods before date fixed
CISG
Art 52 (2) Buyer may reject or take the delivery of excess quantity by seller| If taken all of
part of excess quantity, must pay at contract price

Art 62 Force Taking of delivery and payment of contract price

To compel specific performance, (1) Seller may fix an additional period of time of reasonable length
Art 63 for performance by the buyer of his obligations
Seller
(a) Failure of buyer to perform any of his obligation under the contract or this
Art 64 To avoid the contract for a fundamental breach or failure to cure a defect, convention
and to obtain missing specifications (1)
(b) Did not perform obligation to pay and take delivery of goods

(1) If it becomes apparent that the other party will not perform a substantial part 

of his obligations as a result
(a) Deficiency in Ability to perform
Art 71 Suspension of performance (b) his conduct in preparing to perform or in performing the contract

other party may declare the contact avoidable if it is clear that one of the parties
(1) will commit fundamental breaches
Remedies
(2) Party declaring contract avoidable must give reasonable notice to the other party
Art 72 Avoidance in anticipation of a fundamental breach
Above Requirement does not apply if the other party has declared that he will not
(3) perform his obligation

failure of one party to perform any of his obligations in respect of any instalment 

-4-
-5-
 failure of one party to perform any of his obligations in respect of any instalment 
Both
constitutes a fundamental breach of contract and other party may  with respect 
Art 73 Avoidance of an installment contract to that instalment declare the contract avoided.

including loss of profit, suffered by the other party as a consequence of the 
breach

Art 74 Such damages may not exceed the loss which the party in
breach foresaw or ought to have foreseen at the time of the conclusion of
the contract,
Damages.
If contract avoided , within reasonable time he party claiming damages may 
recover the difference between the contract price and the price in the substitute
Art 75 transaction as well as any further damages recoverable under article 74.

Natural Disaster
beyond his/her control
Irresistibility

Unpredictability
not something he/she could have reasonably taken into account at the time of
Excuse for Nonperformance (Force majeure ) contracting Riot

Interference by official

Externality
he/she remains unable to overcome the impediment
beyond the control and without the negligence of the party

Resolution of disputes outside court

, where the parties to a dispute refer it to one or more persons

by whose decision they agree to be bound
Arbitration
third party reviews the case and imposes a decision that is legally binding for both sides.

third party provide channel of communication

Engage in resolution
Dispute Settlement Mediatation Mediator:
Investigate and make settlement proposal to the parties

All parties must consents (Agree) under mediatation

process of reaching an agreement by discussion. It may be done through

Negotiation diplomatic authorities, commissions or at a summit conference

-6-