The implementation of international commercial operations requires a certain legal norm – the conclusion of an agreement between partners of different countries.
Foreign trade transactions of two or more parties in the course of their production, economic and trade activities are formalized by a contract (agreement), which is usually made in writing. A contract is a legal document for the execution of a foreign trade transaction. Relations arising from a contract are called contractual (contractual), and the obligations of the parties arising from the contract are called obligations under the contract (agreement).
An international contract (contract) is an agreement between two or more parties located in different countries for the supply of a specified number of commodity units and / or the provision of services in accordance with the conditions agreed by the parties.
The agreement of the parties on the basic conditions of mutual obligations, reached during negotiations between the participants in foreign economic relations, as a rule, is formalized by a written document, which may be called “Contract”, “Agreement”, “Preliminary Contract”, “General
(general) contract”, “Contract”.
Depending on the subject matter and other terms of the transaction, different types of contracts arise, which differ significantly in form and content. General (model) rules for the conclusion and execution of contracts (agreements) are contained in various international documents (agreements, conventions, rules), as well as in numerous methodological documents developed by the International Chamber of Commerce and other institutions.
Drawing up a contract is the most complex and responsible operation in the procedure for concluding a foreign trade transaction. The behavior of the parties largely depends on how the contract is drawn up, since it determines the terms of the transaction, the rights and obligations of the parties, their responsibility in case of non-performance of the contract, etc. When drawing up the contract, the parties must determine the legislation of which country will apply to this contract. As a general rule, the parties to a foreign trade transaction may choose the law applicable to the transaction. The form of the contract depends on the wishes of the parties, the subject matter and scope of the obligations of the parties, as well as the applicable law.
In practice, when drawing up contracts (agreements), so-called standard contracts (agreements) are often used. A standard contract is a document developed in accordance with the established rules containing approximate samples of the wording of the terms of a certain contract. A model contract has no legal force, and the parties to the contract are not obliged to strictly follow its contents. A standard contract allows you not to spend a lot of time searching for the necessary wording of the terms of the contract, helps to form the skeleton of a real contractual relationship.
Most conflict situations in business are the result of unqualified contracts. To successfully conduct business, it is not enough to be enterprising, proactive, risky. First of all, it is necessary to know the rules and regulations that regulate the behavior of people in a market economy.
What should be taken into account when drawing up and concluding a “reliable” contract?
First, the contract should be in your best interest.
Secondly, it must not violate the current legislation.
Thirdly, your interests must be reliably protected, and the duties of your counterparty to the business are strictly ensured by his responsibility.
Fourthly, the treaty should not contain any “pitfalls” or so-called “legal mines”. The presence of the latter in the contract poses a serious threat to the entire transaction and can negate any beautiful and well-developed commercial project from an economic point of view.
Based on these recommendations, we can distinguish 4 basic rules for concluding a transaction of any kind:
1. Do you need to be clear about what you want to do and what you want to get? That is, it is necessary to plan the upcoming operation in the most careful way, draw up its scheme, highlight the stages, timing, etc.
2. It is better to prepare the draft of the upcoming contract yourself than to trust the counterparty.
3. Never sign a contract until it has been checked and signed by your lawyer. This rule can be attributed to the “golden commandment of the businessman”, because any contract is always a legal document.
4. Do not allow ambiguities and innuendos in the wording of the articles of the treaty, such as vagueness of phrases, fuzziness, etc.
Each contract must contain the name of the contract (contract of sale, commission, lease, insurance, etc.), the date and place of signing. The exact name of the contract will immediately give an idea to readers of what legal relations we are talking about. If there is no name, then you will have to read the text of the contract to understand what the contract is about, which is extremely undesirable for the arbitrator or the tax inspectorate (psychological factor).
The date of signing the contract is associated with the determination of the moment of conclusion and the establishment of the expiration of the contract, and hence the legal consequences that are associated with it.
According to the legislation, the place of transaction is determined by:
legal capacity and legal capacity of the persons making the transaction; form of transaction; obligations arising from the transaction, unless the parties to the contract have provided otherwise.
This is especially important when concluding contracts with firms of the CIS member states.
The legislation of almost all states establishes a mandatory requirement for the registration of business entities in the register of state registration or in the commercial register. In France, these are commercial courts, in Germany – a civil court of first instance, in England business entities are registered with the Ministry of Commerce, in the USA – in the administrative or judicial bodies of the states, in the Russian Federation – in the state register of enterprises of the Registration Chamber under the Ministry of Economy. The information in these registries is public. The contract must specify the full business names of the counterparties under which they are registered in the register of state registration or in the commercial register.