Rules Imports Exports
Rules Imports Exports
Rules Imports Exports
1. Description of Goods
Quality, quantity, the type
2. Contract Price
3. Delivery Terms
4. Time of Delivery
5. Payment Conditions
Lumpsum or installment
6. Documents
Describe with reasonable certainty that one can export goods.
That the seller (or the party) is authorized to make imports and exports.
Certification from DTI, etc.
7. Inspection of Goods (by buyer)
8. Retention of Title
Ownership in transit
9. Force Majeure (fortuitous events)
10. Resolution of Disputes
Tells which court will settle disputes among the parties involved
INCORPORATION CLAUSE
Except:
OTHERS
1. MODEL CONTRACTS
o Consist of templates of contracts to be used
o Prepared by:
PROFESSIONAL ASSOCIATION – biased to the members of the association
INDEPENDENT ORGANIZATION
If the loss is due to force majeure, the owner shoulders/bears the loss.
2. GENERAL PRINCIPLES
Principle of Good Faith
o Good faith
Absence of knowledge
You are in good faith if you have no knowledge about
the defects.
What you don’t know won’t hurt you.
General principles is for reference only
Applicable and legally binding in the Philippines
Doctrine of Incorporation
o Other countries do not have doctrine of incorporation that’s why
the general principle is for reference only and not legally binding.
4 DIVISIONS OF CISG
1. Rules on Application
2. Rules on Formation of Contracts
3. Substantive Rules for Sales Contract
4. Ratification and Reservation
APPLICATION OF CISG
NON-APPLICATION OF CISG
OFFER
ACCEPTANCE
1. Delivery
Is the physical transfer of possession of the thing
Transfer of risk is transfer of ownership
Possession – transfer of the physical well-being
Place of Delivery
a. Stipulation
b. Seller’s place at the time of perfection (pick-up)
Time of Delivery
a. Stipulation
b. At a reasonable time
o Depends upon the circumstances
o In the Philippines, it is in the discretion of the court
OBLIGATIONS OF BUYER
If the contract is silent, the buyer will pay in connection with the concept that the
buyer should pick-up the product.
Buyer
2. Take delivery
To satisfy the obligation of the seller
It is a breach of contract if the buyer did not take the delivery.
At a reasonable time
Upon delivery
But if the transfer of risk came first, then the buyer owns the products.
There is a transfer of risk the moment when the buyer already has the ownership
over the products.
BREACH OF CONTRACT
1. Substantial detriment which deprived the other party of what he/she ought to
receive
2. The result of the breach must be foreseeable.
Not caused by something that is outside the control of the party
1. Specific Performance
Do what you should have done
2. Cancel/Avoid the Contract
Mutual Restitution – giving back of what you’ve received
3. Damages
Another remedy is the action for damages
The obligation of the seller will be a monetary obligation.
4. Grace Period
Gratuity/generosity
Additional grace period intended for the seller’s performance
REMEDIES OF SELLER
1. Specific Performance
2. Cancel/Avoid the Contract
3. Damages
o At the discretion of the court
FREEDOM TO CONTRACT
Autonomy
Also applicable in CISG
The obligations and remedies stipulated in the contract are also enforceable.
The REDUCTION OF PRICE may also be a remedy, but is should be stipulated in the contract.