Lecture 3 (eng)
Topic 3
The structure and content of international contracts
3.1. Basic conditions of international contracts.
3.2. Structure of international contracts.
3.3. Additional terms of international contracts.
3.1. Basic conditions of international contracts.
Regulation "On the form of foreign economic agreements (contracts)" dated September 6, 2001 No. 201, approved by order of the Ministry of Economy and Economic Integration of Ukraine, stipulates that the contract must contain the following mandatory conditions (sections):
1. Preamble
2. Subject of the contract
3. Quantity
4. Quality
5. Terms and conditions of delivery
6. Price and total amount of the contract
7. Terms of payments
8. Acceptance and delivery of goods
9. Guarantees, claims regarding quantity and quality
10. Packaging and labeling
11. Insurance
12. Force majeure circumstances
13. Sanctions and complaints
14. Arbitration
15. Legal addresses of the parties
The structure and content of the contract have an individual character and are determined by such factors as the subject of the agreement and the level of relationships between the counterparties. At the same time, the Ukrainian legislation defines the structure of the contract in foreign economic activity, that is, provides a list of mandatory articles that must be reflected in the contract in order to recognize it as legitimate. Other articles, which are not mandatory, may change depending on the needs of the counterparties.
Subjects of entrepreneurial activity, when developing the text of the contract, have the right to use known international rules, recommendations of international bodies and organizations.
3.2. Structure of international contracts.
The preamble includes
• name and registration number of the contract (in the middle of the page);
• place (lower left) and date of its conclusion (lower right);
• determination of sides (even below after several intervals).
Each of the listed characteristics is mandatory, because in some countries a contract that does not have one of them may be considered invalid.
The preamble provides the full name of the participating parties, followed by an abbreviated definition of the parties as counterparties ("Seller", "Buyer", "Customer", "Supplier", etc.), the person on whose behalf the foreign economic agreement (contract) is concluded, the documents that are managed counterparties to the contract.
The number of an international contract is assigned by agreement of the parties, usually according to the order of registration of documents of one of the parties (at the place of execution of the agreement), or a double number, it contains the registration data of both parties.
The place of conclusion of the contract determines the law that the parties apply to the agreement, that is, it determines the rights and obligations of the parties. This provision applies when the agreement of the parties does not specify otherwise. The parties can choose any right by specifying it in the contract or by making a clause that it is considered to be concluded in the territory of the country concerned.
According to Ukrainian legislation, the rights and obligations of the parties are the law of the country chosen by the parties when concluding the contract or as a result of further negotiation. If there is no such agreement between the countries, then the contract shall be governed by the law of the country where the party is located or has its main place of business, which is:
the seller in the sales contract;
principal - in the assignment contract;
by the carrier - in the contract of carriage.
The date of conclusion of the agreement legally means the moment of entry into force of the agreement, from which the rights and obligations of the parties under the contract arise.