國際貿(mào)易實務雙語教程電子課件.ppt

1、,國際貿(mào)易實務（雙語） (INTERNATIONAL TRADE PRACTICE IN CHINESE AND ENGLISH),主講：葛志財,INTERNATIONAL TRADE PRACTICE IN CHINESE AND ENGLISH,Chapter 1 A brief introduction to international trade （2hrs）,Contents to be studied in this course:,Chapter 2 General Procedures of Export and Import Transaction （2hrs）,Chapte

2、r 3 Contracts for the Sale and Purchase of International Commodity (2hrs ),Chapter 4 Trade Terms (4hrs),Chapter 5 Quality of Commodity (2hrs),Chapter 6 Quantity of Goods (4hrs),Chapter 7 Packing and Marking of Goods (2hrs),Chapter 8 Price of Goods （2hrs）,Chapter 9 Delivery of Goods (4hrs),Chapter 10

3、 Cargo Transportation Insurance （4hrs）,Chapter 11 Payment of Goods (2hrs),Chapter 12 Disputes, Claim, Arbitration (2hrs),Picture of the Course,對國外市場調(diào)查研究,制定出口方案,發(fā)展客戶,廣告宣傳,談判,交易洽商,詢盤,發(fā)盤,還盤,接受,簽合同,備貨,催證,審證,改證,(審核發(fā)現(xiàn)的修改),租船訂艙,報驗 (商檢),貨發(fā)碼頭,報關、裝船、取得單證,投保(必須在發(fā)貨以前),所有單據(jù)送銀行議付,議付結匯合同履行完畢,發(fā)生爭議處理索賠,合 同 履 行,交易前的準

4、備工作,進口商,生產(chǎn)廠家,海關,稅務局,出口商,Chapter 1 A brief introduction to international trade,Section One Reasons for international trade (從事國際貿(mào)易的動機) 1 Resource Acquisition (尋求資源) 2 Benefits Acquisition (追求利潤) 3 Diversification (多種經(jīng)營) 4 Expand sales（擴大銷售）,Problems,Culture Problems,Monetary conversion,Trade barriers

5、,Section Two Problems Concerning International （國際貿(mào)易遇到的問題）,Section Three Forms of International Trade (國際貿(mào)易形式) 1 Merchandise Exports and Imports (商品進出口) 1) Exporting(商品出口) (1) Direct exporting(直接出口) (2) Indirect exporting(間接出口) 2) Importing (商品進口) 2 Service Exports and Imports (勞務進出口) 1) Travel, Tou

6、rism, and Transportation (旅游業(yè)、交通運輸業(yè)) 2) Performance of Activities Abroad (國外商務活動) 3) Use of Assets From Abroad (國外資產(chǎn)的運用),Chapter 1 A brief introduction to international trade,3 Licensing (許可證貿(mào)易) 4 Trading Companies (貿(mào)易公司) 5 Joint Ventures (合資企業(yè)) 6 Investment 1) Direct Investments (直接投資) 2) Portfolio

7、 Investments (間接投資) 7 Visible and Invisible Trade （有形貿(mào)易和無形貿(mào)易）,Chapter 1 A brief introduction to international trade,Exercise,1 What is international trade? 2 What are the major motivations for firms to operate international business? 3 What measures do most companies usually adopt to avoid wild swin

8、gs in the sales and profits? 4 Please give the four major operation forms chosen by most companies. 5 What limits a firms sales? 6 What does “royalties” mean? 7 Please try to finish all the exercise in the text book.,Section One Procedures of Export and Import Transaction 1 What is Exporting 2 Proce

9、dures of Export 1) Making market research 2) Marketing and Promotion 3 What is Importing 4 Parties involved in export and import transaction 5 Specialists involved in export and import transactions 6 Basic Documents needed in Export and Import Transaction Please look at the following draft (Export P

10、rocedures under CIR on the side of Seller),Chapter 2 General Procedures of Export and Import Transaction,Export Procedures under CIR on the side of Seller,Procedures of Import Transaction,Market Research,Any exporter who wants to sell his products in a foreign country or countries must first conduct

11、 a lot of market research. Market research is a process of conducting research into a specific market for a particular product. Export market research, in particular, is a study of a given market abroad to determine the needs of that market and the methods by which the products can be supplied. The

12、exporter needs to know which foreign companies are likely to use his products or might be interested in marketing and distributing the products in their country.,* the exporters * the importers * the port authority * the shipping company (for sea freight) * the airline (for air freight) * the insura

13、nce company or brokers * the exporters bank * the importers bank * the railways (in some cases) in the importer country * the road hauler ( in some case) in the importer country * the shipping agent at the port or airport of discharge * the shipping agents at the port or airport of loading * the rai

14、lway (in some cases)in the exporters country * the road hauler (in some cases) in the exporters country,Parties involved in export and import transaction,Parties Involved in Exp. The offeree rejects or makes a counter offer; The oferer revokes the offer before acceptance.,3. Counter-Offer,A reply to

15、 an offer which purports to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counter offer. (1) A reply to an offer which alter the terms of the offer materially constitutes a counter-offer (2) An acceptance with restrictive co

16、nditions is another form of counter-offer, such as “subject to our final confirmation”. (3) If offeree accepts the original offer after he made a counter-offer, the contract is invalid.,4. Acceptance,A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance.

17、(1) The meaning of acceptance (2) The essential conditions of acceptance,5 Investigation of Credit-worthiness of Customers 6 Implementation of Contract Preparing goods for shipment 2) Inspection application 3) Reminding, examining and modifying L/C 4) Chartering and booking shipping space 5) Customs

18、 formalities 6) Insurance 7) Documents preparation for bank negotiation 7 Settlement of disputes,Questions,1. What are the essential conditions of an offer? 2. According to the regulation of convention, when the offer can be withdrawal and revoked? 3. When an offer is terminated? 4. Try to analyze t

19、he effectiveness of a late acceptance. 5. What are the essential conditions of a contract established?,Summary: NEGOTIATION OF CONTRACT國際貨物買賣合同的訂立,詢盤(Inquiry) 發(fā)盤(Offer) 遞盤(Bid) 還盤(Counter-offer) 接受(Acceptance) 訂立合同(Sign a contract),buyer,seller,合同成立的時間 （Effective time of contract） 合同生效的要件 （ Effectiv

20、e conditions of contract）,合同的形式 （Forms of contract ） 合同的內(nèi)容 （Contents of contract）,返回目錄,Exercise,Please finish the exercise in the text book Case Study: Please read your case book,1. Establishment time of contract Two standards for judgment: 1. When the effective acceptance reaches offeror; 2. When o

21、fferee make the behavior of accepting. 2. The essential conditions of a contract come into effective: 1, contracting parties should have signing ability 2, the content of the contract should be legal 3, the contract should conform to legal formarity 4, contracting parties meaning expresses should be

22、 true,Chapter 3 Contracts for the International Sale of Goods,Section One Definition of the Contract,A contract is an agreement between two or more competent parties in which an offer is made and accepted, and each party benefits. It is an agreement which sets forth binding obligations of the releva

23、nt parties. The agreement can be formal, informal, written, oral or just plain understood. Some contracts are required to be in writing in order to be enforced. A contract proper includes: 1)the full name and address of the buyer and the seller; 2) the commodities involved; 3)all the terms and condi

24、tions agreed upon; 4)indication of the number of original copies of the contract, the language used, the term of validity and possible extension of the contract.,The prerequisites（前提） required for a contract to be recognized and enforced,(1) A Valid Offer and a Proper Acceptance (2) Sufficiency of C

25、onsideration（對價） (3) Absence of Fraud, Force, or Legal Loopholes (4) Legal Capacity (5) Consistency with General Public,1. Formation of contact (1) Written contract It is the basis that the contract is established It is the basis of fulfilling contract It is the basis that the contract comes into fo

26、rce It is the basis of arbitration or lawsuit. (2) Oral form (3) Other forms,Section 2: Formation and main contents of contact,CISG Article 11: A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means, i

27、ncluding witnesses.,2. Main parts of contract Preamble Body Witness clause,Various Formats of Contract In Written,Contract Confirmation Agreement Memorandum Letter of Intent Order (Please log into: 3/trade),THE LAWS ARE APPLICABLE TO INTERNATIONAL SALES CONTRACTS,International Trad

28、e Practice International Rules for the Interpretation of Trade Terms國際貿(mào)易術語解釋通則 Uniform Customs and Practice for Documentary Credit跟單信用證統(tǒng)一慣例 International Treaty Unite Nations Convention on Contracts for the International Sale of Goods聯(lián)合國國際貨物銷售合同 公約 Domestic Laws Contract law中華人民共和國合同法,Modification o

29、r Termination of Contract,CISG Article 29: (1) A contract may be modified or terminated by the mere agreement of the parties. (2) A contract in writing which contains a provision requiring any modification or termination by agreement to be in writing may not be otherwise modified or terminated by ag

30、reement. However, a party may be precluded by his conduct from asserting such a provision to the extent that the other party has relied on that conduct.,Name of commodity,Quality,Quantity,Package,Price,Payment,Transport and insurance,The time limit and place of performance,The prevention and handlin

31、g of dispute,Name of commodity,Generally, this clause is relatively simple, we always list the names that in the offer or counter-offer under the article of Name of Commodity. And sometimes we only write several sentences showing the two parties agreement on the business of some commodity at the beg

32、inning of a contract.,Quality,In the quality clause we should clearly list the name and detailed qualities of commodities. As commodities are various, the ways showing their qualities are not the same. So the terms of quality must be fit for the characteristics of commodities.,QUANTITY,The quantity

33、clause mainly includes the quantity and unit of commodity. To facilitate the performance of contract and avoid disputes, the quantity clause should be clear and detailed. In addition , it is improper to use those uncertain words like about 、 circa、approximate to define the quantity.,Packing material

34、,Method of packing,Specification of packing,Packing mark,Packing charges,Package,PACKING MATERIAL,The packing for sea need firm The packing for rail need not afraid of shaking The packing for air need light See the law of relative country,METHOD OF PACKING,Single packing Set packing Generally, choos

35、e set packing,SPECIFICATION OF PACKING,Involve such respects as every package putting, the piece and expenses packed, etc., should confirm according to the actual conditions.,PACKING MARK,Packing mark includes shipping mark, indicative mark and dangerous cargo mark Shipping mark can be chosen by us,

36、 or by the customer.,PACKING CHARGES,Generally including in the price of goods Or not including in the price of goods, paid by buyer.,PRICE,Unit price and the total amount of payment are extremely important in a contract. After several rounds of offer and counter-offer, both parties reach an agreeme

37、nt on the price. The price clause should clearly indicate the currency、price terms、unit price and the total amount of payment. When writing the total amount in capital, we always add “say” at the beginning of the sentence, and “only” at the end.,PAYMENT,This clause mainly includes： The means of paym

38、ent Time and place of payment and so on,TRANSPORT AND INSURANCE,While negotiating, both parties must discuss for the time of delivery, place of loading and the destination, whether partial shipment or transshipment, amount of insurance, risk, insurance rate and which insurance clause of insurance co

39、mpany being accurate. Shipment: different price terms must relate to different responsibility and risk. Insurance: different price terms, different person to fix insurance.,STIPULATE THE FLEXIBLE RANGE,In quality terms, add the clause such as “QUANLITY TO BE CONSIDERED AND BEING ABOUT EQUAL TO THE S

40、AMPLE.” According to the error of products quality that internationally acknowledged, add “QUALITY TOLERANT.” As to some primary product that quality is not very steady, while regulating its quality index, can make certain flexible range of quality separately, allow certain range in the quality inde

41、x of the goods that sellers hand in, but should adjust prices according to the situation of quality of delivering goods. While negotiate on quality, the seller can add such in the contract: If the quality seller delivers is defective, does not accord with the regulation of the contract, the buyer ca

42、nt cancel contract, but can lodge a claim against seller.,USE VARIOUS KINDS OF EXPRESSION METHODS PROPERLY,Choose the way describe quality according to the character. If can describe in one way, dont use many ways.,FORMULATE THE CLAUSE ACCORDING TO ACTUAL ABILITY,Pay attention to the science and rat

43、ionality. Avoid too high or too low. Pay attention to the inner link and relation between every quality index.,Inspection,Force majeure,Arbitration,The prevention and handling of dispute,INSPECTION,The third party provides the inspection certificate. At present in our country, examine in the export

44、country, re-inspects in import country. Inspection clause includes: inspection time, inspection place, inspection organization, inspection certificate, method of inspection, re-inspect, etc.,FORCE MAJEURE,After the contract is signed, it is not fault or carelessness of contracting parties, but becau

45、se of the accident that cant be predicted, cant be prevented and avoided, so that the parties cant fulfill or cant fulfill the contract as scheduled, so the party that had the accident, can avoid the responsibility of fulfilling contract according to the stipulations of the contract or the law, or p

46、ostpone fulfilling the contract.,ARBITRATION,Mean both parties while disputing, according to the agreement between both sides, certain organization as the third part, judge the fact of the dispute or the rights and obligations, thus solve the dispute. We should try our best to choose the national ar

47、bitration organ or the arbitration organ of the third country.,本 文,品名,品質(zhì),數(shù)量,包裝,價款,支付方式,運輸與保險,履行期限及地點,爭議的預防與處理,品 質(zhì),一般要寫明商品的名稱與具體品質(zhì)。,包 裝,包裝材料,包裝方式,包裝規(guī)格,包裝標志,包裝費用,商品檢驗,不可抗力,仲裁,爭議的預防與處理,Exercise,Please finish the exercise in the text book Case Study: Please read your case book,Please write letters of en

48、quiry, offer, counter-offer and credit enquiry according to the situation given below: Suppose there is an export transaction on “Haier” Air Conditioner. Please write the come-and-go correspondence during the process of the transaction. Particulars: Sales Confirmation No. FC9998 Price Terms: CIF Lag

49、os Importers: ABC Co. Ltd., Lagos Quantity: 1,000 dozen Port of Shipment: Huangpu, Guangzhou Port of Destination: Lagos Exporters: Guangzhou Light Industrial Products Imp. the risk separation was the side of the ship; that is to say, the risks were transferred to the buyer or the other parties conce

50、rned after the seller put the goods on board the ship. Since the documents presented by the seller were right and proper, the seller could directly get paid form the Issuing Bank of the L/C. However, part of the goods got lost because of rough sea. Does this mean that the buyer suffered loss? It is

51、definitely not the case because there are other two sub-contracts existing on CIF terms-I/P and Bill of Lading. In this case the buyer could claim damages with the insurance company, but he had to take delivery of the goods. Obviously, the actual reason for the buyers refusal to accept the goods in

52、this case was that the prices of the goods were going down. This is, certainly, unjustified.,ANSWER,A Chinese import and export company concluded a Sale Contract with a German firm on October 5, 2006, selling a batch of certain commodity. The contract was based on CIF Hamburg at USD 2500 per metric

53、ton; The Chinese company delivered the goods in compliance with the contract and obtained a clean on board B/L. During transportation, however, 100 metric tons of the goods got lost because of rough sea. Upon arrival of the goods, the price of the contracted goods went down quickly. The buyer refuse

54、d to take delivery of the goods and effect payment and claimed damages from the seller. Question: (1) Is the buyers refusal reasonable? Why? (2)How should the buyer to deal with the loss?,CASE,(1)It was not right for the buyer not to take delivery of the goods. In this case, the contract concluded b

55、etween the seller and the buyer was on CIF terms, according to which, the sellers responsibilities ended when he loaded the goods on board the ship and paid the freight and insurance premium; the risk separation was the side of the ship; that is to say, the risks were transferred to the buyer or the

56、 other parties concerned after the seller put the goods on board the ship. Since the documents presented by the seller were right and proper, the seller could directly get paid form the Issuing Bank of the L/C. (2)In this case the buyer could claim damages with the insurance company, but he had to t

57、ake delivery of the goods.,ANSWER,CIF（named port of destination）,CFR (Cost and Freight，named port of destination)成本加運費(指定目的港),It means that the seller shall undertake the cost and freight necessary to carry the goods to the named port of destination, but the risks of, losses of, or damage to the goo

58、ds, as well as any additional costs due to events occurring after the time the goods have been delivered on board the vessel, are transferred from the seller to the buyer when the goods pass the ships rail at the port of shipment,返回目錄,CFR應該注意的問題,裝船通知的重要作用 CFR變形 卸貨費用的負擔問題 CFR Liner Terms（班輪條件） CFR Ex Ships Hold（艙底交接） CFR Ex Tackle （吊鉤交貨） CFR Landed（卸到岸上）,CFR NAMED PORT OF DESTINATION,A merchant in South America placed an order with a Chinese export company for a certain commodity on CFR Asuncion (亞松森)terms .With a view to develop new markets, the export company immediately ma