1. CH8: International Contract of Sale

2. Pre-session follow-up: Pair Work
Compare and discuss the ICC Model International Sale Contract with the neighbour: you both work for the New Brno International, your common language is English and you are responsible for the contract.
Discuss your templates - have you prepared the same contract?
useful phrases:
Let’s have a look at …
Now let’s move on to Article …
I can see we agree on this article.
This article is different - why did you write/decide for/… this?
Do you think the English company will like this option?

3. pre-session task A-3 DELIVERY TERMS
Recommended terms (according to Incoterms 2010):
EXW Ex Works named place:
FCA Free Carrier named place:
DDP Delivered Duty Paid named place of destination
CIF Cost Insurance and Freight named port of destination:

4. A-6 retention of title (ART. 7)
YES NO

5. A-7 PAYMENT CONDITIONS (ART. 5)
Payment on open account (art. 5.1)
Payment in advance (art. 5.2)
Documentary Collection (art. 5.5)
___ D/P Documents against payment ___ D/A Documents against acceptance
Irrevocable documentary credit (art. 5.3)
___Confirmed ___ Unconfirmed

6. A-... to be completed only if the parties wish to modify art. ...

7. Vocabulary revision shipment zásilka/zaslání to be entitled to
být oprávněn k
VAT
DPH
damages
odškodnění
to reimburse
uhradit
breach
porušení
retention of title
výhrada vlastnictví
non-fulfilment/
failure to fulfill
neplnění
letter of credit
akreditiv
without prejudice to article 10
aniž je dotčen článek 10
interest rate
úroková sazba
impediment beyond his control
překážka mimo jeho kontrolu
remedy
opravný prostředek
resolution of disputes
řešení sporů
non-conformity of goods
nesoulad zboží
to fall/become due
stát se splatným

8. ROT clause
B provision
A retention of title clause is a 1.____________ in a contract for the sale of goods that the title to the goods remains vested in the seller until certain 2.____________ (usually payment of the purchase price) are fulfilled by the buyer. The main purposes of retention of title clauses are to ensure that where goods are 3.____________ on open credit terms, if the buyer subsequently goes into bankruptcy, the seller can 4.____________ the goods. Retention of title clauses will obviously vary from country to country, and even 5.____________ countries they will usually be specialised to the form of industry used in, and the type of goods which are sold.
D obligation
A supplied
C repossess
A within

9. Listening - templates and terms sheets
Listen carefully and take notes on how to use 1) agreement templates and 2) term sheets. Try to structure the tips and advice into points. Compare the notes with your fellow students. (Make sure you have good notes, you’ll need them for your after-session task!)

10. Listening Agreement templates Term sheets
An existing contract often used as a blueprint of what is usually included
Necessary to review the terms and condition + the language
What is missing and should be added?
Consult with an experienced lawyer!
Important to keep good notes and s – terms transferred to official agreements
Precise information
If transferring to templates, careful about the formality of language

11. Term sheet Possible translations: Smlouva o smlouvě budoucí
Rámcová smlouva
Konečné podmínky
Term Sheet

12. After-session task 2
Based on listening: You have attended the seminar on effective contract negotiations and you have been asked to draft a memorandum for some of the junior colleagues who were not present at the talk. You need to make points about careful use of contract templates and term sheets.
The memo should include the following:
a short explanation of main points
a concluding remark pointing to the future
an offer to provide further information or assistance
number of words:

13. Negotiating term sheets
STUDENT A - SELLER
STUDENT B - BUYER   
Negotiate better terms and adapt the contract template - rewrite the clause according to the results of your negotiation.

14. Negotiating term sheets
Prepare carefully available options:
Advance payment, Partial advance payment - %?
Delivery dates
Due dates for payment
Use negotiation strategies
Use diplomatic language
Make notes
Re-draft the clauses

15. Exam practice 1. The parties will sign the contract tomorrow.
The contract will be signed tomorrow.
2. The parties have modified the payment conditions.
The payment conditions have been modified.
3. The seller delivered the goods last week.
The goods were delivered last week.
4. The buyer must pay the full price in advance.
The full price must be paid in advance.
5. The buyer could have discovered the non-conformity at the inspection of the goods.
The non-conformity could have been discovered at the inspection of the goods.

16. Exam Practice delivery entitled notifies terminate exclusive
When there is delay in (1) ………….. of any goods, the Buyer is (2)…………. to claim liquidated damages, provided the Buyer (3)………….. the Seller of the delay.                        
If the parties have agreed upon a cancellation date, the Buyer may (4)………….. the Contract by notification to the Seller.                
The remedies under this article are (5)……………… of any other remedy for delay in delivery or non-delivery.
(1) DELIVER    
(2) ENTITLEMENT  
(3) NOTIFY  
(4) TERMINATION   
           
(5) EXCLUSION
       
entitled
notifies
terminate
exclusive