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International Sale of Goods Contracts: Definition, Formation, and Modification

Learn about the definition and prerequisites of contracts for the international sale of goods, including formation and modification processes. Understand the principles of law closest to contracts and explore a case study involving Chinese and Japanese companies.

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International Sale of Goods Contracts: Definition, Formation, and Modification

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  1. Unit 3 Contracts for the International Sale of Goods

  2. Definition of Contract • A contract is an agreement between two or more competent parties in which an offer is made and accepted, and each party benefits. • It is an agreement which sets forth binding obligations of the relevant parties.

  3. The prerequisites（前提） required for a contract to be recognized and enforced • (1) A Valid Offer and a Proper Acceptance • (2) Sufficiency of Consideration（对价） • (3) Absence of Fraud, Force, or Legal Loopholes • (4) Legal Capacity • (5) Consistency with General Public

  4. Form of Contract • CISG Article 11:A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means, including witnesses. • Form: Oral, in Written

  5. Various Formats of Contract In Written • Contract • Confirmation • Agreement • Memorandum • Letter of Intent • Order

  6. The principle of Law Closest to Contracts（适用与合同关系最密切的法律的原则） • (1) The Law at the Place of Conclusion of Contracts Applies（适用合同订立地的法律） • （2）The Law at the Place of Performance of Contracts Applies（适用合同履行地的法律） • （3）The Law at the Place of Arbitration Applies（适用仲裁举行地的法律） • Case study: (Background) Involved parties: Chinese company A; Japanese Company B Place of conclusion S/C: Guangdong Fair Place of delivery: Shanghai Port, China

  7. Formation of Contract • A. Preamble 约首部分 • B. Body 基本条款 • C. The Witness Clause约尾部分

  8. Modification or Termination of Contract • CISG Article 29: • (1) A contract may be modified or terminated by the mere agreement of the parties. • (2) A contract in writing which contains a provision requiring any modification or termination by agreement to be in writing may not be otherwise modified or terminated by agreement. However, a party may be precluded by his conduct from asserting such a provision to the extent that the other party has relied on that conduct.

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