国际贸易实务-第二讲.ppt

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1、,国际贸易实务 INTERNATIONAL TRADE PRACTICE,主讲：高 健,1.The form of business negotiationTwo forms:Oral form and written form 2.Main contents of business negotiation（1）Main terms of trade It includes the name of commodity,quality,quantity,packaging,price,shipment and terms of payment,etc.（2）General Terms and C

2、onditions Inspection,claims,arbitration,force majeure,Chapter TWO:BUSINESS NEGOTIATION,Formality:Inquiry Offer Counter-offer Acceptance Conclusion of ContractOffer,and acceptance are two indispensable links for reaching an agreement and concluding a contract.,1.InquiryAn enquiry is a request for bus

3、iness information,such as price lists,catalogue,samples,and details about the goods or trade terms.It can be made by either the importer or the exporter.Inquiry will not bind upon both parties,but usually when you receive an inquiry,you should reply it as soon as possible,TYPES OF ENQUIRY,1)General

4、enquiry:asking for common data,such as catalogue,price list,sample,and picture,etc.2)SpeCFRic enquiry:inquire about name of commodity,speCFRications,quantity,unit price,date of shipment,payment terms and packing,etc.,SPECIMEN LETTERS,Make an Inquiry after Obtaining Information from the Internet Dear

5、 Sirs,We obtained the information of your company from the website of.We are interested in offers for 2000 metric tons of Melon seeds of this year crop.Will you please let us have your offers for the melon seeds in gunny bags with full details of description and origin.We await your news with intere

6、st,Enquiry from Importer Dear Sirs,We are glad to inform you that we are interested in hand-made gloves in a variety of genuine leather.There is a steady demand here for gloves of high quality and,although sales are not particularly high,good prices can be obtained.Will you please send us a copy of

7、your catalogue for gloves,with details of your prices and terms of payment.We should find it most helpful if you could also supply samples of the various leather of which the gloves are made.Yours faithfully,2.Offer（1）The meaning of an offerAn offer is a proposal made by sellers to buyers in order t

8、o enter into a contract.In other words,it refers to trading terms put forward by offerors to offerees,on which the offerers are willing to conclude business with the offerees.There are two kinds of offers,one is the firm offer,the other,non-firm offer.,(2)THE BASIC CONDITIONS OF A FIRM OFFER,I)The o

9、ffer shall be made to one or more speCFRic personsII)Contents of the offer shall be sufficiently definite,i.e.,trade terms of the offer shall be complete,clear and finalThe“Convention”stipulates that a sufficiently definite offer should include three basic elements:name,quantity and price.In our for

10、eign trade practice,a complete offer shall include the quality,quantity,packing,price,delivery and terms of payment.,III)The offer shall indicate the intention of the offeror to be bound in case of acceptance*This intention may be indicated by terms as“firm”offer,“offer with engagement”,etc.*If the

11、offer has a restrictive condition,i.e.,“subject to our final confirmation”,then its a non-firm offer regarded as an invitation for offer.IV)The offeree should receive the offer within its validity.,Stipulate the term of validity clearly The term of validity is not an indispensable condition of an of

12、fer A.Stipulate the latest date for acceptanceB.Stipulate a period of time for acceptanceIf an offer doesnt clearly stipulate the time of validity,it will be valid within a reasonable time.An oral offer,unless otherwise agreed,must be accepted immediately unless the circumstances indicate otherwise.

13、,TIME OF VALIDITY OR DURATION OF OFFER,TIME THAT AN OFFER BECOMES EFFECTIVE,Different views of the time that a written form offer becomes effective：A.Despatch TheoryB.Arrival TheoryBoth“convention”and our“contract law”adopt arrival theory.,A.WithdrawalThe spirit of“Convention”Suitable occasion for w

14、ithdrawal:The offer is sent by mail or telegram B.RevocationAs to whether an offer can be revoked or not,different laws have different explanationsThe“Convention”adopts a compromise regulation,WITHDRAWAL OR REVOCATION OF AN OFFER,发盘流程,发盘,送达生效,发盘失效,撤回,撤销,发盘无效,YES,YES,TERMINATION OF AN OFFER,In the fo

15、llowing cases,an offer is terminated:The offeree rejects or makes a counter offerThe offer has been lawfully withdrawn or revoked before acceptanceThe time validity stipulated in the offer becomes dueThe appears force majeure,such as war,bankrupt,death.,Dear sirs,We confirm your fax of 10th august,a

16、sking us to make you an offer for the captioned personal computers,FOB Xingang.Now we are making you an offer as follows:Commodity:DELL Personal Computer SpeCFRication:CPU Inter Pentium 2.8G Quantity:2,000 sets Packing:Each set is packed in a standard export cardboard carton.Price:US$730.00 per set

17、FOB Xingang,China.Shipment:September/October,2004Payment:by confirmed,irrevocable L/C This offer is subject to your reply here on or before 25th August.Please note that we have given you our most favourable price and we trust that the above will be acceptable to you.We highly appreciate your early r

18、eply.Yours faithfully,3.Counter-Offer,A reply to an offer which purports to be an acceptance but contains additions,limitations or other modifications is a rejection of the offer and constitutes a counter offer.(1)A reply to an offer which alter the terms of the offer materially constitutes a counte

19、r-offer.(price,payment,quality,quality,time and place of delivery,extent of one partys liability to the other,the settlement of disputes)(2)If offeree accepts the original offer after he made a counter-offer,the contract is invalid,SPECIMEN LETTERS,Dear Sirs,We have received your offer of July 15th

20、and thank for the samples of the mens shirts.In reply,we are regretful to say that our customers find your price is on the high side and out of line with the prevailing market,although we appreciate the high quality of your shirts.Such being the case,we are not in a position to persuade our customer

21、s to accept this price,as the products of the same quality can be obtained at a much lower price.Should you be prepared to make a price reduction by,say 10%,we might put the deal through.We trust that you will find our counter-offer reasonable and we are awaiting your prompt reply.,An acceptance is

22、a statement made by oral or written form or an action conducted by the offeree indicating assent to an offer or counter-offer.Acceptance shall be made by a speCFRic offeree.Acceptance shall be declared in ways stipulated in the offer,either orally or in a written form or an action.Acceptance shall r

23、each the offeror within the time of validity.Acceptance shall be in accordance with the offer.,4.ACCEPTANCE,SPECIMEN LETTERS,Dear Sirs,We have acknowledgement for your letter of July 18th,asking us to make a 10%reduction in our price for mens shirts.In reply,much to our regret,we find it intolerable

24、 to meet your request because our price leaves us with a small profit and if it were not for the regular orders we receive from various sources,we could not have quoted even at those prices.However,in order to develop our market in your place,we have decided to accept your counter-offer as an except

25、ional case.We hope we can come to terms and await your prompt reply with great interest.,Summary:NEGOTIATION OF CONTRACT,询盘(Inquiry)发盘(Offer)递盘(Bid)还盘(Counter-offer)接受(Acceptance)订立合同(Sign a contract),buyer,seller,合同成立的时间（Effective time of contract）合同生效的要件（Effective conditions of contract）,合同的形式（For

26、ms of contract）合同的内容（Contents of contract）,返回目录,CASE STUDY,An export company in China made an offer on an agricultural product to an American importer.Aside from all the essential conditions,it was also indicated in the offer that packing in sound bags.Within the validity period,the American importe

27、r gave a reply:refer to your telex first accepted,packing in new bags.After receiving this,the export company started to prepare the goods.,A few days later,when the price of the agricultural product plummeted in the international market,the American importer claimed in its telex:the contract is inv

28、alid because you have not confirmed our alteration to the offer.But the export company insisted that the contract was valid.A dispute was thus aroused.,Analysis,Both China and the US are treaty powers of CISG.In this case,both parties did not exclude the application of CISG and were consequently bou

29、nd by the relevant clauses of CISG.According to CISG Article 19,a reply to an offer which purports to be an acceptance but contains additional or different terms which do not materially alter the terms of the offer constitutes an acceptance,unless the offeror,without undue delay,objects orally to th

30、e discrepancy or dispatches a notice to that effect.Also,additional terms relating package is not considered to alter the terms of the offer materially.Therefore,the reply of the American importer had constituted an acceptance;the contract was valid.Should the American importer refused to fulfill th

31、e contract,the export company could lodge a claim in the light of CISG.,案例分析,我国某公司向美国某贸易商出口工艺品一批，我方于周一上午10时，以普通电报向美商发盘，公司原定价为每单位500美元CFR纽约，但由于我方工作人员疏忽而误报为每单位500元人民币CFR纽约。请问：在下述三种情况下应如何处理较为妥当：,(1)如果是在当天10点半发现问题，应如何处理?(2)如果是在第二天上午9点发现，尚未接到客户的接受通知，应如何处理?(3)如果是在第三天上午9点发现，客户已经接受，应如何处理?,分析要点,(1)如果是在当天10点半发现，外商有可能未收到该电报，我方应尽快撤回发盘，并采用加急电报或传真等方式，使撤回通知早于或同时到达受盘人，让受盘人无法接受该项发盘。,(2)如果第二天上午9点发现，我方想撤回发盘已不可能，但由于客户尚未接受，则可以撤销发盘，并将撤销通知于受盘人发出接受通知以前送达受盘人。,(3)如果是第三天上午9点发现，但客户已接受发盘，则等于交易已经成立，双方都要承担法律责任。但双方在合同正式签署前，我方可与外商协商允许我方更正错误。如对方拒绝我方的请求，则我方只能接受该笔交易或承担违约的后果。,