Formation International sale contract

Contract fundamentals
Basic elements and formation of contract
The governing law and the concept of precedenc
Legal families, the choice of the governing law & ruling language
Dispute resolution (State courts/Arbitration)
Contract performance
Assignment/sub-contracting
Defective/delayed performance
Monetary compensations (penalties/liquidated damages)
Force majeure/hardship clause
Termination of contract
Contract documents and their priority
Definitions and interpretations

Contracts of sale
Formation of contract and applicable law
The Vienna Convention
The battle of forms
Description of goods
Acceptance/rejection of goods
Contract price/price revision
Terms and conditions of delivery
Transfer in ownership, passing of risks
The ICC “Incoterms”
Terms of payment (clean and documentary)

Supply & erection contracts
The flowdown context and contracting parties
Entry into force of the contract
Scope and limit of works/supplies
Sub-contracting & « if & when » clauses
Payment provisions and timing
Bank guarantees and other sureties (bonds, standby letters of credit)
Local work/supplies and provisions in case of subsequent legislation

Resolving claims
Variations in the works (changes in quality and/or quality)
Adverse conditions
Delayed and/or suspended performance
Pricing claims
Negotiating settlements
Avoiding future claims

Supply of services
Description and scope of services
Result based contracts vs resources based contracts
Terms in respect of care and skill
Obligation to cure, remedy, make good
Terms in respect of time for performance

Contracts of agency
Legal nature of the contract of agency
Types of agents (procuring agent, commissionaire …)
Agent’s authority
Rights and obligations of the parties (Principal/agent)
Scope of services/Products/Objectives
Territory/Term of contract/Remuneration

Electronic Commerce
Interchange agreements and contract law
Buying/selling on the Internet
Impact of European legislation (consumers vs professionals)