q “Incoterms®” is an acronym standing for

international commercial terms.

q “Incoterms®” is a trademark of the
International Chamber of Commerce,
registered in several countries.
incoterm apply trong sale contract
do hiệp hội thương mai qte phát hành (ICC)
 phiên bản ms nhất 2020
q The Incoterms® rules feature abbreviations
for terms, like FOB (“Free on Board”), DAP
(“Delivered at Place”) EXW (“Ex Works”),
CIP (“Carriage and Insurance Paid To”),…
which all have very precise meanings for
the sale of goods around the world. These
terms hold universal meaning for buyers
and sellers around the world
- mục đích: thống nhất quan điểm của ng mua và ng bán để giảm
thiểu sự tranh cãi của các bên
q The Incoterms® rules explain a set of the
most commonly-used three-letter trade
terms, e.g. CIF, DAP, etc., reflecting
business-to-business practice in contracts
for the sale and purchase of goods
- đây là điều khoản sdung phổ biến nhất chứ ko phải tất cả
điều khoản
 DPU: ng mua ko chịu bất kì trách nhiệm gì
q The Incoterms® rules describe
Ø Obligations: Who does what as between seller and
buyer, e.g. who organises carriage or insurance of
the goods or who obtains shipping documents and
export or import licences rủi ro mất mát hư hỏng hàng hoá
xác định 2 bên Ø Risk: Where and when the seller “delivers” the
kí kết như nào ms goods, in other words where risk transfers from
quy trách nhiệm seller to buyer; and hay xảy ra tranh chấp: risk transfer point
( thời điểm chuyển giao rủi ro)
Ø Costs: Which party is responsible for which costs, for
example transport, packaging, loading or unloading
costs, and checking or security-related costs
 1/1

2020
2010
2000
1990
1980
1976
1967
1953
1936
https://iccwbo.org/resources-for-business/incoterms-rules/incoterms-rules-history/
q The Incoterms® rules cover areas of
obligations, risks and costs in a set of ten
articles, numbered A1/B1 etc.,
Ø the A articles representing the seller’s obligations
Ø the B articles representing the buyer’s obligations
In Incoterms® 2020, the internal order within each Incoterms®
rule now follows this sequence:
• A1/B1 – General obligations
• A2/B2 – Delivery/Taking delivery
• A3/B3 – Transfer of risks
• A4/B4 – Carriage
• A5/B5 – Insurance
• A6/B6 – Delivery/transport document
• A7/B7 – Export/import clearance
• A8/B8 – Checking/packaging/marking
• A9/B9 – Allocation of costs
• A10/B10 – Notices
 áp dụng cho bất kì vận chuyển nào
Any Mode or Modes of Transport
• EXW | EX Works (...named place of delivery)
• FCA | Free Carrier (...named place of delivery)
• CPT | Carriage Paid To (...named place of destination)
• CIP | Carriage and Insurance Paid To (...named place of destination)
• DAP | Delivered At Place (...named place of destination)
• DPU | Delivered At Place Unloaded (...named place of destination)
• DDP | Delivered Duty Paid (...named place of destination)

Sea and Inland Waterway Transport

• FAS | Free Alongside Ship (...named port of shipment)
• FOB | Free On Board (...named port of shipment)
• CFR | Cost and Freight (...named port of destination)
• CIF | Cost Insurance and Freight (...named port of destination)

chỉ sdung đường thuỷ

 theo điều khoản EXW: hàng ra khỏi cửa => trách nhiệm của buyer
nếu buyer ko mún chịu TN, mún lên xe vận chuyển ms chịu => FCA
- chỉ có CIP và CIF saller buộc mua bảo
hiểm, còn lại tuỳ

- điều khoản bắt đầu bằng chữ C thì transfer of cost khác transfer of risk
EXW: Suitable ➭ Delivery when Seller places good at Buyer’s disposal
for domestic
at names place
sales, but
extreme care ➭ Alert! Buyer loads goods onto collecting vehicle
should be ➭ Buyer pays transport
exercised for ➭ Buyer responsible for export where applicable
international ➭ If no specific point named by Buyer, Seller may select
sales as loading
point “that best suits its purpose”
and export
formalities are ➭ Minimum Seller obligation
for the buyer ➭ Best used for domestic/intra-trading bloc contracts
 Option 1: Delivery at Seller’s premises,
Seller loads onto transport

FCA: ➭ Buyer arranges transport BUT if commercial practice or at

Buyer’s request, Seller may (but is not required to) arrange
Delivery at
transport at Buyer’s cost and risk
origin, buyer ➭ Seller responsible for export + Buyer responsible for import,
arrange where applicable
carriage ➭ If no specific point named by Buyer, Seller may select point
Note: “that best suits its purpose”
FCA is the only ➭ NEW! Where an on-board BL needed (eg under an L/C),
parties can agree under A6/B6 that
Incoterms rule
o 1. Buyer will request carrier to issue an on-board BL to
with 2 options the Seller, and
for delivery. o 2. Seller will then tender such on-board BL to the Buyer
 Option 2: Delivery elsewhere, Seller place goods at
Buyer’s disposal on arriving transport ready for unloading

FCA: ➭ Buyer arranges transport BUT if commercial practice or at

Buyer’s request, Seller may (but is not required to) arrange
Delivery at
transport at Buyer’s cost and risk
origin, buyer ➭ Seller responsible for export + Buyer responsible for import,
arrange where applicable
carriage ➭ If no specific point named by Buyer, Seller may select point
Note: “that best suits its purpose”
FCA is the only ➭ NEW! Where an on-board BL needed (eg under an L/C),
parties can agree under A6/B6 that
Incoterms rule
o 1. Buyer will request carrier to issue an on-board BL to
with 2 options the Seller, and
for delivery. o 2. Seller will then tender such on-board BL to the Buyer
 ➭ Delivery/risk passage when Seller hands
CPT: the seller delivers the
goods to carrier. Seller pays for transport
goods and transfers the risk
to the buyer BUT does not have transport risk
➭ Seller responsible for export; Buyer
responsible for import where applicable
➭ Where no specific point at the named
Note on C-Rules!
o Destination is named place – place of destination is agreed or
NOT place of delivery determined by practice, Seller may select
o Risk and cost shift to Buyer at the point at named place of destination
different places that best suits its purpose
 ➭ Delivery/risk passage when Seller hands
goods to carrier. Seller pays for transport BUT
CIP: same as CPT + seller
does not have transport risk
insures buyer’s risk
➭ NEW! Seller contracts for “all risks” cover
insurance against Buyer’s transport risk
➭ Seller responsible for export; Buyer
Note on C-Rules! responsible for import where applicable
o Destination is named place – ➭ Where no specific point at the named place of
NOT place of delivery destination is agreed or determined by
o Risk and cost shift to Buyer at practice, Seller may select the point at named
different places place of destination that best suits its purpose
 ➭ Delivery when Seller places good at Buyer’s disposal
not unloaded on arriving means of transport at
named place of destination
DAP:
seller arranges ➭ Seller pays transport
carriage, ➭ Seller responsible for export; Buyer responsible for
delivery at import where applicable
destination, not ➭ Where no specific point at the named place of
unloaded
destination is agreed or determined by practice,
Seller may select the point at named place of
destination that best suits its purpose
 ➭ Delivery when Seller unloaded the goods from
DPU: seller arranges
carriage, delivery at arriving transportation and places them at
destination, unloaded Buyer’s disposal at named place of destination
➭ Seller pays transport
➭ Seller responsible for export; Buyer
NEW! Name change from responsible for import where applicable
“Delivered at Terminal ➭ Where no specific point at the named place of
(DAT)” -> “Delivered at destination is agreed or determined by
Place Unloaded (DPU)”. practice, Seller may select the point at named
Now comes after DAT
place of destination that best suits its purpose
DDP: ➭ Delivery when Seller places good, cleared for import,
Suitable for at Buyer’s disposal not unloaded on arriving means
domestic sales, of transport at named place
but extreme ➭ Seller pays transport
care should be
➭ Seller responsible for export and import, where
exercised for
international applicable
sales as import ➭ Where no specific point at the named place of
and export destination is agreed or determined by practice,
formalities are Seller may select the point at named place of
for the seller
destination that best suits its purpose
 ➭ Sea or inland water way transport only
FAS: seller ➭ Delivery when goods are placed alongside vessel at
delivers port of shipment
goods ➭ Buyer pays transport
alongside the
vessel, buyer ➭ Seller responsible for export; Buyer responsible for
arranges import where applicable
carriage ➭ If no specific loading point named by Buyer, Seller
may select point ”that best suits its purpose”
 ➭ Sea or inland water way transport only
➭ Delivery when goods are placed on board vessel at
FOB: seller
delivers port of shipment
goods on ➭ Buyer pays transport
board the ➭ Seller responsible for export; Buyer responsible for
vessel, buyer import where applicable
arranges ➭ If no specific loading point named by Buyer, Seller
carriage
may select point ”that best suits its purpose”
➭ For goods in containers, consider using FCA instead
 CFR: seller delivers goods
on board the vessel and ➭ Sea or inland water way transport only
arranges carriage ➭ Delivery (and passage of risk) when
Seller hands goods over to carrier BUT
Seller pays for transport, without bearing
Note on C-Rules! transport risk
o Destination is named place – ➭ Seller responsible for export; Buyer
NOT place of delivery
responsible for import where applicable
o Risk and cost shift to Buyer at
different places
 CIF: as same as CFR + ➭ Sea or inland water way transport only
seller insures buyer’s ➭ Delivery (and passage of risk) when
transport risk Seller hands goods over to carrier BUT
Seller pays for transport, without bearing
transport risk
Note on C-Rules! ➭ Seller contracts for minimum cover
o Destination is named place – insurance against Buyer’s transport risk
NOT place of delivery
➭ Seller responsible for export; Buyer
o Risk and cost shift to Buyer at
responsible for import where applicable
different places
 - sài incoterms nào cx đc

- incoterms ko phải luật

ü All versions of Incoterms are still in effect
today.
Ø If parties want a specific version of
Incoterms to apply to their contract, the
safest way to ensure this is to make that
intention clear in their contract
Ø Example:
o CIF Shanghai Incoterms® 2020, or
o DAP No 123, ABC Street, Importland Incoterms® 2020.
ü The Incoterms rules are not themselves a
contract of sale: they only become part of
that contract when they are incorporated
into a contract which already exists
Ø These are matters for which the parties
need to make specific provision in their
contract of sale.
ü The Incoterms rules do not provide the law
applicable to the contract.
Ø There may be legal regimes which apply
to the contract, whether international or
domestic mandatory law
ü The Incoterms rules do NOT deal with the
following matters:
• whether there is a contract of sale at all;
• the specifications of the goods sold;
• the time, place, method or currency of payment of the price;
• the remedies which can be sought for breach of the contract of sale;
• most consequences of delay and other breaches in the performance
of contractual obligations;
• the effect of sanctions;
• the imposition of tariffs;
• export or import prohibitions;
• force majeure or hardship;
• intellectual property rights; or
• the method, venue, or law of dispute resolution in case of such
breach
ü The place named next to the chosen
Incoterms rule is very important to avoid
raising doubts about where the buyer must
present the ship to the seller (for FOB
term), the point to which the seller must
pay for the transport, etc. ghi cụ thể nơi đến
Ø being as geographically specific as
possible in naming the port, place or
point in the chosen Incoterms rule.
ü The Incoterms® 2020 rules do not prohibit
the parties to alter an Incoterms rule, but
there are dangers in so doing
Ø the parties would need to make the
intended effect of such alterations
extremely clear in their contract.