EENI Global Business School

International Contracts. Vienna Convention

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Syllabus of the Subject

Contracts and International Trade, Distributor, Guarantees, Arbitration

  1. Introduction to the International Contracts
  2. Risks related to the international trade
  3. Instruments of risk minimization
  4. Guarantees in Foreign Trade
  6. Clauses of an international contract
    1. Anti-corruption clause of the International Chamber of Commerce
  7. Arbitration
  8. Analysis of the International Sales Contracts
  9. Examples of contracts:
    1. International distributor
    2. Importer
    3. Agent
  10. Introduction to the Sharia (Islamic law)
  11. Examples of contracts: distributor, importer, and broker

Legislative texts related to the International sale of goods (UNCITRAL)

  1. United Nations Convention on Contracts for the International Sale of Goods (1980) [CISG]
  2. Vienna Convention on the Law of Treaties
  3. Hague Conference on Private International Law
  4. Convention on the Limitation Period in the International Sale of Goods
  5. UNCITRAL Model Law on International Commercial Arbitration
  6. UNCITRAL Model Law on International Commercial Conciliation

Rules and conventions related to International Transport.

  1. Rotterdam Rules
  2. Hamburg Rules (Sea)
  3. TIR Convention
  4. CMR Convention
  5. e-AWB (electronic Air Waybill)

Vienna Convention (International Contracts)

This Subject aims at familiarizing the student with the International Contracts as they are used in International Trade transactions.

  1. To learn how to implement the main clauses of an international sales contract and how to minimise the risks
  2. To know the main international institutions and conferences related to the International Contracts
  3. To know how to manage an international arbitration process
  4. To know the functioning of an arbitration process

Online Student Master in International Business

The Subject “International Contracts” belongs to the following Online Programs taught by EENI Global Business School:

Masters: International Business, Foreign Trade, International Transport.

Masters in International Business and Foreign Trade (MIB)

Diploma: Foreign Trade.

Diploma in International Trade

Course: Internationalization and Investments.

Doctorate: World Trade.

Doctorate in International Business (DIB) Online

Languages: Masters, Doctorate, International Business, English or Study Doctorate in International Business in French Contrat international Study Master Doctorate in International Business in Spanish Contratos internacionales Master Course: Portuguese contratos.

  1. Credits of the Subject “International Contracts”: 3 ECTS
  2. Duration: 3 weeks

A contract is a single document, in which the rights and obligations of the exporter and the importer are stipulated. The International Trade practice shows that the majority of transactions are carried out without signing a contract.

  1. However, it is strongly recommended establishing an international contract of sale for all international transactions
  2. One can avoid doubts and misunderstandings concerning what has been agreed during the negotiation of terms if they are set down in writing
  3. In certain cases, a verbal agreement is legally binding, for example, when an exporter makes a sale at an international fair
  4. Most foreign trade transactions do not use a formal contract in practice. However, the clauses in the commercial invoice and the incorporation of an appropriate Incoterm in the export price as well as the national legislation will nevertheless imply certain obligations of the parties
  5. In any case; we recommend using a formal contract
  6. A standard model contract for international sales has been drafted by the International Chamber of Commerce

Anti-corruption Clause of the International Chamber of Commerce.

Anti-corruption Clause (International Chamber of Commerce)


An international contract is drafted based on the following:

  1. Regulations and practice of the international trade (for example, the Incoterms)
  2. Arbitration in international trade (for example, possible dispute resolution)

Here are the usual clauses of an international contract. However, one should call upon the services of a legal advisor to produce a well-prepared contract.

  1. Preamble
  2. Definitions
  3. Duties and obligations
  4. Communication and documentation
  5. Prices
  6. Terms of payment
  7. Penalties
  8. Force majeure
  9. Official authorizations and permits
  10. Dispute resolution
  11. Language
  12. Other condition

Arbitration is a method of dispute resolution relating to the International Contracts of sale. A well-prepared clause on arbitration provides a basis to conduct arbitration duty in the case of litigation.

The Vienna Convention on International Sales Contracts of Goods regulates the formation of the international contracts of sales. The Convention was signed in Austria on 11 April 1980. Forty countries have adopted it, the majority of which are developed.

The layout of a contract is left entirely up to companies; it can also be accepted in a verbal form; although there are signatories countries to the Vienna Convention who do not accept verbal agreements and only recognise a written form of a contract. For a contract to be considered accepted the consignee's consent must be obtained. Silence cannot be interpreted as consent.

The delivery of the products must be performed according to what has been stipulated in the contract of sale, and the products must be of the agreed quality, quantity, and type. The products must be inspected as soon as possible and, if the products are non-compliant; it must be communicated to the exporter within a reasonable period.

Multimodal / Combined Transport

FIATA Transport Documents and International Contracts:

  1. FIATA FBL: FBL is a transportation contract
  2. FIATA FWB: FWB is a transportation contract
  3. e-Bill of Lading
  4. FIATA FCR: it is not accepted as a transport document according to the rules of letters of credit
  5. FIATA FCT: FCT is a transportation contract
  6. Warehouse Receipt

e-AWB. International Air Transport Association (IATA)

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