国际法之商事合同.ppt

* * Chapter 2 Commercial Contracts Law of contract (revision + additional points) Drafting / reading of contracts (sample contract) International commercial contracts * Drafting / Reading of Contracts(Sample Contract) Drafting of Contracts (1) General rule: most contracts are valid in any form (no written contract required) Advice for (commercial) contracts: Draft a written contract as complete and precise as possible! Reasons: proof of terms avoidance of legal disputes (risk to lose, expensive, time consuming, detrimental to reputation) * Drafting of Contracts (2) Essential points: use of term ?contract“ correct name of parties definition of all important terms determination of rights and duties use of plain language date + signature of all parties Typical sources of mistakes in international contracts: different date formates (e.g. 03/04/2008 = 3 April or 4 March 2008) different currencies (e.g. exchange rates, $ = USD or AUD) different units of measurement (e.g. ton = metric ton (1000 kg) or short ton (907 kg) or long ton (1016 kg)) imprecise translation * Drafting of Contracts (3) Typical structure of an international commercial contract (see sample contract): heading (type of contract) name + address of parties actual clauses description of goods to be delivered or services to be provided (incl. quality, quantity, time etc.) fixation of price and details of payment other duties and rights of the parties (e.g. warranty, payment of tax/duty) limitation of liability remedies in case of breach of duties … * Drafting of Contracts (4) Typical structure of an international commercial contract: confidentiality clause duration / termination of contract force majeure clause (excuse of non-fulfilment in case of natural disasters, war etc.) clause on governing law + arbitration miscellaneous date + signature of parties supplements containing definitions, timetables etc. * International Commercial Contracts Contract Law and Global Busine