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Copyright © International Chamber of Commerce (ICC). All rights reserved. ( Source of the document: ICC Digital Library )
Export/import transactions can be complicated because they require at least one of the parties, either exporter or importer, to enter into a chain of related contracts with banks, insurers, carriers, customs agents, inspectors, etc. Under a classic documentary sale transaction for the purchase of bulk commodities, for example, the buyer is obliged to begin the process by opening a letter of credit at a bank. Not just any letter of credit will do, however; it must be one that conforms precisely to the sale contract’s provisions (if any) on the matter. The letter of credit, in turn, may require presentation of a particular type of bill of lading, insurance policy and inspection certificate. The exporter is thus required to enter into highly specific contracts with carriers, insurers and inspection companies. Each of these subsidiary contracts is subject to different rules of law or regulation:
a. Contract of sale – commercial sale law
Export contracts are usually governed by law that applies specifically to sale transactions between merchants. Depending on the contract provisions, the applicable law may be national law (as in the U.S. Uniform Commercial Code or the French Commercial Code), or it may be a specific international law known as the U.N. Convention on Contracts for the International Sale of Goods or “CISG” (the scope of CISG is discussed in detail below).
b. Shipping and delivery provisions – Incoterms® and carriage of goods laws
International traders allocate transport, insurance and customs responsibilities by using standard contract trade terms known as Incoterms® (such as FOB and CIF), which are maintained by ICC and discussed in detail in Chapter 3. Incoterms® only cover the reciprocal duties between seller and buyer; they do not cover the contract of carriage between shipper and carrier. Rather, the carrier’s responsibility to the shipper will be governed by a specific transport law that will depend on the mode of transport used and on whether the countries involved have signed one of the major international transport treaties (such as the “Hague” or “Hague-Visby” Rules covered in detail in Chapter 13).
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c. Payment provisions – uniform rules for payment methods (documentary credits, collections, etc.)
Several of the most common types of payment provisions in international contracts, such as those involving payment by documentary credit or documentary collection, are governed by uniform rules of practice developed and maintained by ICC (such as the Uniform Customs and Practice for Documentary Credits, covered in detail in Chapter 9).
d. Insurance provisions – Incoterms® and the Institute Cargo Clauses
With the CIF and CIP Incoterms® the seller is contractually obliged to procure a contract of marine cargo insurance for the buyer’s account. The amount and extent of insurance coverage required is set by Incoterms® as 110% of the invoice price of the goods pursuant to at least the minimum coverage provided by the Institute Cargo Clauses of the Institute of London Underwriters.
e. Dispute resolution – choice of law and forum or arbitration
A properly drafted contract will contain provisions that determine where and how disputes are to be resolved. Parties may specify that disputes will be resolved by litigation in the national courts of one of the parties, or they may specify that disputes will be resolved in an arbitral forum such as the International Court of Arbitration of the ICC (covered in detail in Chapter 7).
During negotiations, exporters may wish to refer to model contracts (such as the ICC Model Contracts for international sale, agency, distributorship, franchising or occasional intermediary). Even when the model contracts are not used directly, they may be useful for preparation of contract negotiations. For example, one can compare the standard model provisions with the provisions in a contract offered by the counterparty.
Precise, carefully drafted contracts are the key to managing the legal risks of international trade. Since the contract of sale plays the role of “master” contract, it is particularly important that it be drafted carefully and completely. All too often, international trade is conducted on the basis of form contracts which are inappropriate or incomplete. Traders may be so eager to conclude a deal that they rush to accept any document presented to them. Extremely concise offers may be commercially normal in commodities sectors where all transactions are based on standard form contracts, but brief contracts can be a bad idea in other contexts. In international trade as in domestic, traders should be especially conscious of the dangers of contracts based on a “handshake”.
When any dispute or uncertainty arises, reference to the contract is the first recourse of the parties. If the contract is silent or unclear, the parties may be forced to resort to expensive and antagonistic litigation or arbitration.
Contract review is an essential part of a sale negotiation and should not be neglected. Contract negotiations should not be viewed as mere haggling or arguing over price or quality. Contracts should not be thought of as weapons to be wielded in the event of disputes. Rather, contracts should be looked at as the written record of an information-exchange process by which most disputes can be avoided. The contracting process should involve more than signing a standard document. Traders should not be hasty to assume that they[Page64:]have no negotiating power, even when confronted with a standard form – it may still be possible to obtain an important contractual concession. If a trader is not comfortable with a provision in the counterparty’s standard contract forms, one option is merely to send back a confirmation which accepts the contract subject to exclusion of the given clause or provision. A failure to insist on minimum contractual precautions can be reckless.
Although complete written contracts are best, it is possible to conclude a commercial transaction orally (at least under CISG). Traders may be uncertain as to whether or not they have any legal recourse for a dispute when there is no written contract underlying a given transaction or part of a transaction, although there may be a verbal agreement or other informal understanding. It may indeed be possible to enforce the oral agreement even if there is no writing evidencing the agreement, but this will depend on whether national law or the CISG governs the contract (in some countries, all commercial agreements must be evidenced in writing). Moreover, some contracts contain clauses (sometimes called “merger” clauses or “entire agreement” clauses) specifying that any modifications to the contract must be in writing.
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One potentially relevant consideration will be whether the parties have an established course of dealing (a habitual or standard way of doing business established in past transactions), or whether there is a custom of trade (a standard practice in the particular industry). In any event, any allegation of the existence of an oral promise or contract will have to be proven somehow, such as by acts of the parties consistent with the terms of the alleged oral contract or condition.
Comparative law scholars classify national legal systems around the world as falling into a few great legal “families”, with the most influential of these being known as the civil law, common law and Shari’a (Islamic law) systems.
Civil law systems are found in France, Germany, Italy and throughout continental Europe, as well as in Japan and much of South America. The defining characteristic of civil law systems is the reliance on a comprehensive code. Civil law traces its history to Roman law and the Corpus Juris Civilis Justinian Code). Modern civil law remains greatly influenced by two national codes - the French Civil Code of 1804 (Code Napoleon) and the German Civil Code of 1896.
The common law derives from English legal practice. Common law systems are found in countries with a historical link to England – e.g., the U.S., Canada, Australia, New Zealand and Nigeria. The distinguishing characteristic of the common law is its reliance on prior court decisions known as precedents.
While judges in civil law systems take notice of precedents, judges in common law systems are strictly bound by previous rulings. In civil law systems, the law is encapsulated in codes, and the judge’s job lies in applying the relevant statute to a particular case. In common law systems, the judge may apply a statute but is also bound by previous decisions. Common law judges, however, create new law when novel situations arise. Another distinction lies in the scope of activity of the judge. In civil law systems, the judge may have a greater investigative role.
Another prominent legal system is that of Islamic law (also known as Shari’a), which is applied in countries in which Islam is the principal religion, such as Saudi Arabia, Jordan, Syria, Iran, Iraq, Afghanistan, Egypt, Indonesia, Pakistan, Algeria, Tunisia, Morocco and several others. Shari’a derives principally from the Koran and the teachings of the Prophet Muhammad and early Islamic scholars. As contrasted with the civil and common law systems, Shari’a places greater emphasis on religion as the source of guiding legal principles. However, given the great respect it accords business customs, Shari’a is quite compatible with international law and trade customs and with legal recourse by arbitration.
The differences between legal systems can help explain differences in business practices. Business people around the world – particularly those from civil law jurisdictions – profess shock at the length of contracts produced by American lawyers. The great level of detail found in American contracts can be explained in part by the freedom of contract allowed under the common law, and in part by the litigious nature of the American marketplace. Traders doing business in Islamic countries are well advised to understand concepts in Shari’a, such as that of “riba”, a legal doctrine that may be interpreted as prohibiting the charging of interest on business loans (which has led to alternative systems of Islamic finance). Even between two common law systems such as those of the U.S. and U.K., there are important differences.
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Jurisdiction is the power of a particular court, tribunal or arbitral forum to hear and decide a legal dispute. If the parties fail to deal with the issue of jurisdiction in their contract, it is possible that multiple courts or tribunals in different countries will have overlapping or conflicting jurisdiction over a case. Hence, the great interest in simplifying matters by making a clear contractual choice.
In international contracts, the parties may generally choose the applicable national law and forum for resolving disputes. The choice of forum, in particular, can be crucial. International legal disputes can be extremely expensive and inconvenient. Foreign litigation may require parties to travel great distances to testify; foreign counsel must be retained and voluminous documents must be translated. Therefore, if one is able to impose one’s own forum in the contract, it may dissuade the other side from litigation.
A well-drafted international contract of sale answers the following crucial questions:
a. WHAT LAW APPLIES?
The parties are free in principle to choose an applicable law. Commonly, the party in the stronger negotiating position will seek to impose its own law. If the parties make no election, a court or arbitral tribunal called upon to settle a dispute will apply a “conflict of laws” analysis to determine the most appropriate law2. Arbitrators have a greater flexibility, since they can apply the rules of law (including rules of conflict of laws) which they determine to be appropriate (see ICC Rules of Arbitration).
Note that in the case of arbitration there are two possible choices of law possible: 1) procedural law and 2) substantive law. It is possible to agree on the application of one national law to the substance of the contract and a different national law as to the procedure (usually the law of the place of arbitration)3.
b. WHICH COURT OR ARBITRAL FORUM WILL RESOLVE DISPUTES?
The parties have some degree of freedom to choose the court or arbitral forum that will decide disputes. However, certain types of cases, such as labour disputes, must be settled under national law or before specialized courts. If the parties choose arbitration, they should include in their contract an effective arbitration clause, such as the standard clause provided by ICC (see infra Chapter 7). Parties choosing arbitration are well advised to further specify the applicable law, the seat of arbitration, the language of arbitration and the number of arbitrators (1 or 3 generally).
Thus, a properly drafted contract between a French seller and a New York buyer will contain a choice of law provision making the transaction subject either to French law or to New York law. A choice of forum provision will specify either the French or New York courts as the appropriate dispute-resolution forum, or may instead choose a type of commercial arbitration, such as ICC Arbitration. These contractual provisions will be found in contract clauses variously known as the “choice of law”, “choice of forum”, “arbitration” or “dispute resolution” clauses.
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Regarding a choice of forum, a new international agreement - the Hague Convention on Choice of Court - provides a framework for enforcement of such “choice of forum” provisions and a mechanism for the recognition of judgments of foreign courts. However, as of 2011, only one country - Mexico - had joined the Convention. Although the U.S. and the European Union have expressed interest, it is not yet clear whether the Convention will enter into force.
The rights of buyers and sellers in international merchandise transactions are governed either by national commercial law (usually, the law of either the seller or the buyer’s domicile), or by an important international treaty, the U.N. Convention on Contracts for the International Sale of Goods (“CISG”). Since CISG and most national sales laws are based on the distilled experience of centuries of commerce, it is not surprising that they exhibit a great degree of similarity. This substantial international uniformity in commercial practice is at the heart of the concept of lex mercatoria, the international law of merchants.
CISG provides a unified set of rules on the formation and execution of contracts for the international sale of goods. As of 2011, 77 countries had ratified the CISG, including most of the major trading nations. International trade professionals should acquire a basic familiarity with the provisions of this key document. Since it is derived from the lex mercatoria and national commercial law systems, the CISG is broadly compatible with most national commercial systems. However, some important differences are noted below.
As is inevitably the case with attempts at international harmonization, the CISG may not be to the benefit of all traders in all sales transactions. The CISG is sometimes said to be more favourable to buyers and to parties in developing countries than to sellers or parties in industrialized countries. Nonetheless, the CISG is undeniably a landmark document which plays a central role in international commerce. It is sufficiently comprehensive and balanced that more and more parties are likely to turn to it as an alternative to protracted negotiating contests in which each side seeks to impose its own domestic law.
Large corporations and sophisticated traders may choose to “opt out” of the CISG, when they believe a given national law will be more suitable or beneficial to their interests. The CISG also applies in some situations where the parties “think” they have chosen a national law. If an American company specifies merely that “New York law” is to govern a contract, this alone will derogate to the CISG, because the U.S. is a signatory of the CISG. To override the CISG requires a more explicit exclusion.
a. SCOPE
The CISG applies only to international commercial transactions. Four important constraints limit its application:
b. KEY PROVISIONS
The CISG is composed of 101 brief articles (the entire document can be printed on 20 pages). Exporters and importers should especially be aware of the following points (keeping in mind that it is possible to expressly vary or exclude the CISG provisions if both parties agree): Oral contracts - These are permitted and enforceable under the CISG; signed writings are not required.
Prior course of dealings and trade usages - The CISG provides that the “parties are bound by any usage to which they have agreed and by any practices they have established between themselves”. Note that increasingly courts have begun to apply the ICC’s Incoterms® as international trade usages even in cases where Incoterms are not explicitly incorporated.
Contract formation - An offer is any proposal that is “sufficiently definite”, meaning that it at least “indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price”. Acceptance of an offer is effective when it reaches the offeror. However, the offeror may not revoke an offer once the offeree has dispatched his acceptance.
The “Battle of the Forms” - When the parties exchange printed forms that differ on certain terms, the question arises as to which form prevails, the seller’s or the buyer’s? The CISG rule is that a buyer’s acceptance that differs materially (e.g., on a key point such as price, quantity, quality or delivery date) from the seller’s offer amounts to a rejection and counteroffer, which the seller must expressly accept. If the buyer’s acceptance only differs on points that are not material, then the acceptance is deemed to form a valid contract unless the seller objects. Ultimately, the easiest option is to try to always be the one who “fires the last shot”. Thus, exporters may wish to provide a printed acknowledgement form - including the general conditions of sale - in response to buyers’ purchase orders. Obviously, if either party believes that a provision contained in the other’s general conditions is material and unacceptable, they should openly negotiate for a modification of that provision (see discussion on general conditions of sale further on).
Delivery and risk of loss/Incoterms® 2010/UCP 600 - Delivery and risk of loss are covered much less fully than by Incoterms® 2010; traders, therefore, should explicitly incorporate Incoterms® into the sale contract (see further on). Moreover, in contracts involving letters of credit, banks will generally follow rules in the International Chamber of Commerce’s UCP 600, which require that “banks deal in documents, not goods”. To avoid a discrepancy between the CISG and the UCP 600, a prudent approach would be to specifically refer to UCP 600 in that part of the sale contract setting out the seller’s documentary duties.
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Passage of property/title - Not covered by the CISG (nor Incoterms®), therefore, a matter of applicable domestic law; traders should specify the point at which they wish title to pass after having checked the compliance of said provision with domestic law.
Warranties – The CISG provides that the seller must deliver goods that are “of the quantity, quality and description required by the contract ... The goods do not conform with the contract unless they ... are fit for the purposes for which goods of the same description would ordinarily be used [or] are fit for any particular purpose expressly or impliedly made known to the seller at the time ... of the contract”.
Inspection of the goods – The buyer must inspect the goods and “loses the right to rely on a lack of conformity of the goods if he does not give notice ... within a reasonable time after he has discovered [the non-conformity] or ought to have discovered it”. The exporter may wish to expressly specify a limited period for notification of defects. Moreover, the exporter may wish to expressly override CISG article 27, under which the exporter bears the risk of delay or non–receipt of notices from the buyer.
Most international contracts are performed to the satisfaction of both sides, and minor non– conformities are commonly waived or amicably settled. Unfortunately, this may lull traders into a sense of complacency. Traders may come to believe that legal and documentary obligations are mere technicalities. Even in stable markets with well-established trading partners, a meticulous approach to contract drafting is the most prudent way of minimizing the risks from those unusual cases in which a counterparty substantially breaches the contract.
Some contractual breaches are legally “curable” - the problem can be fixed or set right. If the seller delivers non-conforming goods before the delivery deadline, and the nonconformity is pointed out, it may still make a second delivery of conforming goods. On other occasions, the aggrieved party will simply forgive a particular breach. Thus, if goods arrive a day or two late and the time of delivery is not crucial, the buyer may simply overlook the breach. However, by repeatedly forgiving a particular breach, parties may be taking the risk of establishing a waiver of their rights. One solution is to insert a clause in the contract to the effect that all modifications of the parties’ rights under the contracts must be in writing signed by both parties (though not enforceable in all jurisdictions). Another solution is for the aggrieved party to object in writing to the small breaches, thereby establishing a paper record that that party had no intention of waiving its right to insist on performance.
The CISG allows for the full scope of legal remedies, including specific performance, delivery of substitute goods, price reduction and compensatory damages. Exporters may wish to expressly limit recourse to these remedies as, for example, by limiting liability and by excluding consequential damages, price reduction or specific performance options.
a. BREACHES OF CONTRACT
The possible remedies vary according to the:
Two of the concepts that may be applied in this regard are:
b. REMEDIES AVAILABLE
c. LEGAL FEES, COURT AND/OR ARBITRATION COSTS
Parties tend to consult their lawyers only when all other means of obtaining satisfaction have been exhausted (i.e., repeated requests for performance or re-negotiation). The aggrieved party must then evaluate the cost-effectiveness of enforcing the contract. Legal fees and court or arbitration expenses come into the picture. The choice of law, forum and/or arbitration clauses becomes crucial.
Let us say, for example, that the cost to a Bolivian buyer of a particular breach by an American seller is USD 50,000. Should the buyer sue for damages? If the lawsuit will cost the buyer more than USD 50,000, it may make no sense to undertake it. While in many countries the winning party can oblige the losing party to pay attorneys’ fees and court costs, there is always the[Page71:]possibility of losing in a foreign court – and being forced to pay the other side’s attorneys’ fees! It may end up costing more to pursue a claim than to walk away from the contract. The aggrieved party must ask, how much would it cost to win this case - and how much to lose it? What are the chances of winning? The costs in lawyer’s fees, court and arbitral costs and lost executive time spent testifying must be weighed against the potential money award. Depending on the circumstances of each transaction, there will be a threshold of money damages beneath which it will be impractical to sue, and this calculation will depend on the convenience and cost of the appropriate forum; hence, the practical importance of the choice of law and choice of forum clauses in the sale contract.
In order to have some security against small disputes (i.e., those involving damages beneath the threshold for which it becomes practical to sue), traders must rely on non-legal safeguards, such as export credit insurance, advance deposits, bank guarantees or performance bonds by the counterparty, and good foreign credit information.
An additional practical consideration is that one always wants to avoid the possibility of a lawsuit in a remote foreign court. In an international context, the inconvenience of defending a lawsuit can be magnified when the defence must take place in a distant city. It can be expensive and inconvenient to retain local counsel and to make executives and documentation available for court proceedings. If a defendant chooses not to appear because of this expense, it runs the risk that a default judgement may be obtained and eventually enforced. Parties are thus justifiably wary of agreeing to a choice of forum clause specifying that claims must be brought in the counterparty’s domestic courts.
Under the CISG and most commercial law systems, a contract is formed between exporter and importer when one party has made a sufficiently precise offer and the other has responded with an unconditional acceptance. However, the first contacts between the exporter and importer may arise far earlier as, for example, when the importer views a catalogue or advertisement prepared by the exporter and in response addresses a purchaser’s inquiry to the exporter, requesting detailed product specifications or prices. Another possibility is that the importer will issue an invitation to submit tenders (offers) for a specific project.
There are many possible variations on this pre-contractual negotiation phase, ranging from informal telephone contacts to highly detailed and binding offers. Initial contacts may lead to prolonged negotiations over prices or specifications, or may lead immediately to a contract. Statements made during the course of these initial contacts (pre-contractual statements) may or may not have a legally binding nature.
In most cases, statements made during negotiation will not be contractually binding (unless they are later incorporated into the contract). Courts have generally allowed parties some freedom to negotiate without the fear of incurring pre-contractual liability.
However, there are several exceptions to this rule. If a contract results from the negotiations, and the pre-contractual statements made by one party turn out to have been misleading, the offending party may be held liable for the consequences of its misleading statements. While it is not possible to state a single, common legal principle that will apply in all jurisdictions, traders should apply commonsense notions of good faith to their pre-contractual negotiations and should take care not to make statements on which the other party is likely to rely to its detriment.
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a. Offers/tenders
In the parlance of the export trade and under the CISG, offers (or tenders) are those sufficiently precise communications - generally including product, price, payment and delivery elements - that an export seller specifically addresses to a particular buyer with the intention that a binding contract will be formed if the buyer accepts. The question may arise whether a price quotation made by an exporter amounts to a legally binding offer. Generally, the decisive criterion is whether or not the exporter intended to be bound by the offer.
Exporters and importers should also keep in mind that offers, tenders and other commercial proposals have a dual nature: they are not only legal instruments, they are also important sales and informational communications. The ideal tender will be professional-looking, detailed and complete. It will include such important sales information as key selling points, technical specifications, price and service conditions, as well as legally significant items such as general sales conditions, delivery time and payment terms.
b. Acceptance
Generally, a buyer’s acceptance must be unconditional in order to conclude a binding contract. A conditional acceptance may constitute a rejection and counteroffer, leaving it up to the exporter as to whether or not to accept the new condition. However, the CISG rule is that if the new condition concerns a minor or trivial matter, then the conditional acceptance will be valid and conclude a binding contract unless promptly objected to by the exporter. In general, exporters and importers should make sure that both have expressly agreed to the same set of terms and conditions. Unfortunately, in the rapid back-and-forth flow of international commerce, many traders do not take the time to be so rigorous.
c. Letters of intent (LOI), memoranda of understanding (MOU) and other preliminary agreements
In certain complex transactions, the parties may wish to come to a preliminary agreement, sometimes called an “agreement to agree”, which may or may not be enforceable, depending on circumstances and applicable law. Such an agreement may take the form of a “letter of intent”, “memorandum of understanding”, “heads of agreement”, “agreement with open terms”, “commitment letter” or “binder”. These preliminary agreements may be necessary when a certain major issue (such as obtaining bank approval for a loan or for obtaining a government authorization) is not yet known or definite. The preliminary agreement itself may be useful in getting a bank officer or government official to grant an approval or authorization. Another possibility is that the parties will use the preliminary agreement to resolve certain basic issues, while continuing to negotiate on more complicated matters.
One danger of preliminary agreements is that courts may accept them as being legally binding, even though one of the parties had no intention of being bound. One way of avoiding this problem is to include express language in the agreement to the effect that “this document is not intended to constitute a binding contract”, or “this document is only intended to indicate the parties’ willingness to negotiate and nothing more”. However, not all courts will consider such language to be decisive.
In some cases, both parties intend to conclude a contract, but will intentionally leave a term or terms to be agreed upon in further negotiations. Here the critical issue for courts will be whether, in the event that the further negotiations fail, there is a suitably definite mechanism[Page73:]or “fall-back” standard enabling the court to supply the missing term(s). Therefore, the letter of intent should be used with some discretion. If the document is too vague or contains too many disclaimers, banks or government officials may not wish to rely on it. However, if it is highly detailed and contains no disclaimers, it may be held to bind the parties as a valid contract. As a general rule, parties should not sign even preliminary documents unless they are truly ready to conclude a binding agreement if their terms are accepted by the other party.
Standard form contracts are common in international trade. Various commodity and raw materials markets use highly specific standard form contracts which are virtually obligatory for market participants.
a. FIDIC AND ORGALIME CONTRACTS
A typical contractual standard is found in the FIDIC (Fédération Internationale des Ingénieurs- Conseils) form contracts. These are intended to serve as models for international engineering projects, primarily those based on competitive bidding in developing countries. Perhaps the best known of the FIDIC Contracts is the Red Book (official name: “Conditions of Contract for Works of Civil Engineering Construction”). The Red Book includes a standard form of tender, a form of agreement, general conditions and conditions of particular application. It is available in a variety of languages. Orgalime (Liaison group of the European mechanical, electrical, electronic and metalworking industries) also produces a series of model general conditions for the supply of mechanical and electronic products.
Similarly, the United Nations Economic Commission for Europe (UNECE) has developed a series of standard terms and conditions for contracts for the construction of plant and machinery (mixed transactions involving supply of goods and services).
Yet another type of model is to be found in the professional form books published by legal publishers, such as Matthew Bender and Kluwer. These references are primarily intended as drafting guides for international trade lawyers, but they may prove useful in a trader’s export library. Most law firms and company legal departments also find ways to stockpile and classify their contracts and forms over the years, so that lawyers working on repetitive transactions or parts of transactions can make use of detailed contracts that have been previously drafted and tested in actual transactions.
Great care should be used by beginning lawyers and non-specialists in the use of forms. The worst way to use a form is simply to sign it without reading it (although in some markets or sectors this may be common). The better approach is to prepare for negotiations by going through each clause of the various available models, to try and determine whether the clause is favourable or not and to develop negotiating strategies as a function of one’s conclusions.
b. THE ICC MODEL CONTRACTS (CURRENTLY AVAILABLE FOR INTERNATIONAL SALE, AGENCY , DISTRIBUTORSHIP, FRANCHISING, OCCASIONAL INTERMEDIARY CONTRACTS , TURNKEYS OF AN INDUSTRIAL TURNKEY FOR MAJOR PROJECTS, SELECTIVE DISTRIBUTORSHIP, MERGERS AND ACQUISITIONS, AND CONFIDENTIALITY.)These ICC Model Contracts respond to the need of international traders for a neutral, uniform framework for their contractual dealings. The ICC Model Contract for the International Sale of Goods is discussed more fully in Chapter 5 and the other ICC Model Contracts are discussed in Chapter 12.
1 MCC Marble Ceramic v. Ceramica, 144 F.2d 1384 (1998)
2 As to contractual obligations, please refer to the Rome Convention on the Law Applicable to Contractual Obligations (1980).
3 Note, however, that courts will always apply their own procedural law.