Luật thương mại quốc tế: International Trade
● Trading in goods
● Trading in services
● Investments related to trade
● Intellectual Property … related to trade???
Luật kinh doanh quốc tế: International Business
Buổi 1 - CHAPTER 1
Introduction to International Trade and Business Law
Buổi 2 - CHAPTER 1
Introduction to International Business
Teaching Summary
1. Trade
2. Licensing and Protection of Intellectual Property Rights
3. Foreign Direct Investment
Conclusion
(Đọc sau)
Chapter Summary (p.25)
Key terms
Buổi 3 - CHAPTER 2
International Law and the World’s Legal System
Nhóm Khải thuyết trình + đọc summary
Buổi 4 - CHAPTER 4
The Formation and Performance of Contracts for the Sale
of Goods
The Convention on Contracts for the International Sale of Goods (CISG)
(Textbook - p.89)
Hợp đồng mua bán hàng hóa theo quy định của công ước viên
Hợp đồng mua bán hàng hóa quốc tế
Foreign seller - Local buyer
CISG (1980, Vienna): có 94 quốc gia thành viên, có cả TQ và VN (2022)
Convention on contract on international sales of goods
US, Canada, Mexico
=> Mọi giao dịch quốc tế của 3 nước này đều phải tuân theo CISG
=> become the collider for most countries
CISG
Signatory
USA
Australia
Chiana
Russia
Not a signatory
England
Thailand
India
Note however that any sales contract can decide to apply the CISG, regardless of the
nationality of the parties
CISG has an open status for noncontracting members
2 parties made an agreement to CISG -> CISG become an agreeable law
CISG apply to
● Sales of goods
● Does not apply to (article 2)
- Goods bought for personal, family or household use
- Goods bought at auction
- Shares, investment securities, negotiable instruments or money
- Ships, vessels, hovercraft or aircraft
- Electricity
Structure of CISG
3 parts
● General provision
● Formation of the contract
- Formation: a contract is made
- Article 11: does not require writing
- Article 15: offer is effective when it reaches offeree (người nhận được
đề nghị hợp đồng)
- Article 18: a contract is concluded (officially signed, dealed) at the
moment when an acceptance of an offer becomes effective
- VN: contract im/export ở VN must be writing (luật thương mại
2005, art 27)
- Mailbox rule: a contract is formed when the acceptance is dispatched by
the offeree. In the case of an acceptance by letter or written document,
the time of dispatch is the time the letter is put into the hands of the
postal authorities courier service, or other carrier
Tới nơi người đề nghị ban đầu
Obligations of the seller
- Art 31: Deliver the goods and necessary documents (BOL, giấy chứng nhận
chất lượng, số lượng, CO, …)
- Art 33: right date and right time
Time is essential to the contract
- Art 35: deliver goods that conform
Conform: sự phù hợp hàng hóa với quy định hợp đồng
+ Fit for their purpose
+ Match the sample
+ Must be packaged properly
(if not, violated the contract)
- Art 37: what if the goods do not conform? (can replace or redeliver)
Obligations of the buyer
- Art 38: Examine the goods (không phải khi tới nơi, mà at the moment when the
goods was loaded)
Certificate of inspection: chứng từ giám định
-> fail thì mất quyền được compensate
- Art 39: Tell the seller if there is a problem with conformity
- Art 53 & 54: Payment of price
- Art 60: taking delivery
Breach of the contract
Art 25: fundamental breach occurs if a party is deprived of what they were entitled to
receive under the contract
A breach of contract committed by one of the parties is fundamental if it results in
such detriment to the other party as substantially to deprive him of what he is entitled
to expect under the contract unless the party in breach did not foresee and a reasonable
person of the same kind in the same circumstances would not have foreseen such a
result.
A breach of contract committed by one of the parties is fundamental if a party foresee
the result that an ordinary person on the same occasion can do.
Art 35: vi phạm coi là nghiêm trọng nếu nó tước đi sự kì vọng của bên kia
-> hợp đồng terminate khi 1 bên vi phạm cơ bản hoặc nghiêm trọng (sự dụng quyền
này hay không là quyết định của bên kia)
CISG does not provide penalty
Case study: windows at the beach
● Performance?
Buổi 5 - CHAPTER 4 (continue)
Article 38 of CISG
(1) The buyer must examine the goods, or cause them to be examined, within as short a
period as is practicable in the circumstances.
(2) If the contract involves carriage of the goods, examination may be deferred until after the
goods have arrived at their destination.
(3) If the goods are redirected (thay đổi đường carry the goods) in transit or redispatched
by the buyer without a reasonable opportunity for examination by him and at the time of the
conclusion of the contract the seller knew or ought to have known of the possibility of such
redirection or redispatch, examination may be deferred until after the goods have arrived at
the new destination.
=> Nếu không inspect từ number 1 thì phải inspect tại number 2
Article 39
(1) The buyer loses the right to rely on a lack of conformity of the goods if he does not give
notice to the seller specifying the nature of the lack of conformity within a reasonable time
after he has discovered it or ought to have discovered it.
(2) In any event, the buyer loses the right to rely on a lack of conformity of the goods if he
does not give the seller notice thereof at the latest within a period of two years from the date
on which the goods were actually handed over to the buyer, unless this time-limit is
inconsistent with a contractual period of guarantee.
(reasonable time = as soon as possible)
(two years are for some specific goods only)
Remedies for breach of contract (textbook 107)
(1) Cancellation: the breach of 1 party is fundamental (vi phạm nghiêm trọng) -> the right
to terminate the contract
The breaches are not fundamental (nonfundamental breach - vi phạm ít nghiêm trọng), the
contract continues, then:
(2) The right to remedy
(3) Extension: quyền gia hạn
(4) Price reduction: quyền giảm giá
(5) Compensation (bồi thường thiệt hại)
(6) Specific performance: phải làm gì đó khác để recover cho the innocent party
1 vi phạm được coi là nghiêm trọng khi: người bán đã biết hoặc buộc phải biết, hậu quả:
tước đi cơ bản kì vọng bên kia (người mua) sẽ nhận được từ hợp đồng
Những trường hợp miễn trách nhiệm (textbook 110)
Key terms (textbook 115)
–
Cuối kì có thể thi vào CISG
The obligations of the seller-buyer, remedies
I see that in the second question, u said that "untimely delivery is a lack of
conformity" because it "aren't fit for any particular purpose ... nonconformity". I
don't see how these two are related, can you explain further?
Câu t2 để vặn: But I think this "untimely delivery" should be counted as non-
conformity bcs of the violation of "description required by the contract" which
stated in Article 35. The particular purpose as u reasoned before is understood
in a different manner which is the goods should be fit for why it is used.
In the case analysis and recommendation section, your group mentioned that: "if
the buyer can give evidence of "sustained damages", the seller must
compensate, if not, the seller will not have to compensate as this was resolved
similar in the case of Sky Cast and Global Direct Distribution". However, in the
case law you gave at the beginning, I did not see the case law mentioning that if
the buyer cannot give evidence of "sustained damages", the seller will not have
to compensate. Can you explain this to me?
The seller failed for shipping the goods on time, i can see, but the buyer still
received them while they can foresee sustained damages. Moreover they chose
to keep silent, and did not pay for the goods. What i’m wondering here is that,
The period they hold money after the goods was delivered, the buyer can make
benefit of it. Do you think that the buyer still have to pay back something for
the benefit that belong to the seller?
BUỔI 6 - CHAPTER 4
BUỔI 7 - CHAPTER 5
BUỔI 8 -
