TRÊN LỚP

FOLDER CỦA MIDU

CK Long
KIM CHI
-
8/8
- Doanh nghiệp không cho phép 1 người thực hiện 2 công ty tư nhân tại Việt Nam
- Phân luồng hải quan: Hải quan Việt Nam sẽ phân loại hàng hóa dưới hình thức 3
luồng: Luồng xanh, vàng và đỏ. . Mỗi luồng hàng được phân loại nói lên mức độ
đánh giá của cơ quan Hải quan đối với hàng hóa trong quá trình quản lý rủi ro.

Luồng xanh Miễn kiểm tra chi tiết hồ sơ, miễn kiểm Not checked
tra thực tế hàng hóa

Luồng vàng Kiểm tra chi tiết hồ sơ, miễn kiểm tra Check then pass
thực tế hàng hóa

Luồng đỏ Kiểm tra chi tiết hồ sơ và kiểm tra thực Check all
tế hàng hóa

- Special zone in VN:

The Vietnamese Government agreed to build three special economic zones to
spearhead the country’s growth. One would be located in the coastal district of Van Don in
the northern province of Quang Ninh, another in Bac Van Phong in the central province of
Khanh Hoa, and the third on Phu Quoc island in the southern province of Kien Giang,
HCM City is moving ahead with a plan to set up an SEZ there.
-
11/8
Int SOGs
(+) Adv/Usage
- Penetrate into a new market
- Introduce new products
- Required by market practice
- Establishment of trade relationship is restricted by political, diplomatic reasons
(-) Disadvantages:
- Market practice/Stock market: Phí mua nhà
- Requirements to become commercial intermediaries;
4.3 Classification
- Difference between Brokerage and agency
1. Brokerage
Article 150 Definition
Features
“Sign contracts, take part in the performance of contracts”
—
5.3 Classification
+ Spot transaction: Giao dịch giao ngay
 + Forward transaction: Giao dịch kỳ hạn
→ Goal: Earn profit, no exercise a contract
Mua kỳ hạn 6 tháng. Hôm nay giá 20, giá thị trường tăng → Mua giá 22, 25. 6 tháng
sau xuống giá thì ông mất tiền. Ông k0 mất tiền của ông mà mất tiền của nhà nước
→ sentence in prison (lơ là trong việc quản
+ Hedging transaction: Giao dịch tự bảo hiểm
→ Có hợp đồng
+ Option transaction: Giao dịch tùy chọn
→ Exercise a contract/not → Still earn a profit
—--
INCOTerm would match: FCA, FAS, FOB
North - HN: You make think of road, container
South - HCM: You think of sea, container transport
FOB: Free on board + Named port of shipment, INCOTERMs 2020
FOB Cat Lai Port, Vietnam - Incoterms 2020
Document:
–
B/L (Ocean):
+ Receipt of cargo
+ Title document of cargo

Shipper: Seller, manufacturer, consignor, On board: xxx

consignee, buyer, bank

Document will prove that the risk will transfer

Làm sao B/O có đánh dấu chữ Onboard → Receipt on board → The risk has already
transferred (you need to prove)

On board hay ko onboard: Ko onboard → Receipt for shipment only (Seller is FOC)
Clean/Unclean (vận đơn hàng hảo hay ko hoàn hảo: B/L hoàn hảo hay không

Endorsement: Bank will endorse the bank

FOB tương tự với CFR, CIF vì cũng là sea transport

Sự khác nhau giữa FCA và FOB:

● Mode of transport: Giao hàng bằng container thì giao ở CY (container). The delivery
of container is container yard while using FCA - the seller ships the cargo on board
Sử dụng FCA thay FOB vì:
● Risk transfer place is not suitable is not suitable for containerised goods
● Document
—
CFR = FOB + F(Freight)
CIF = CFR + Insurance
CIF = FOB + I
FCA - place
FAS - loading
FOB - loading
-
MUA FOB/Mua CIF địa điểm di chuyển rủi ro là loading port (onboard)
CIF:
*Claim seller do carrier thuê
Sellers insure the cargo to the buyer. Seller will take insurance C for buyers if not requested
A - maximum risk covered (have to note in the sale contract)
B - medium risk covered
C - minimum risk covered

Ở nước ngoài chào thêm freight, insurance thấp hơn như so với FCA, FOB

I = CIF * R
CIF - C+I+F
CIF(1-R) = C + F
CIF = (C+F)/(1-R) = CFR/(1-R)

at the place of loading

-
CPT:
Cost: Name place of unloading

Load up to damage: Hàng hóa tổn thất ở 2 dạng (lost and damage) - chịu mọi rủi ro liên
quan đến tổn thất đối với hàng hóa.

ICC - International cargo clauses - 01.01.2009

CIP

INSURANCE OBLIGATION
Institute cargo law: Các điều kiện bảo vệ hàng hóa
A: ICC
110% CIP (Insurance Value)
10%: Lãi dự kiến của lô hàng, được phép mua thêm 10% (Estimated profit). Khi
hàng hóa bị tổn thất, nhận được 110%
The insurance should come from Cat Lai Port
So sánh Insurance Policy và Insurance Certificate?
Vessel: 100.000 DWT. VN ko đóng được nên được phép mua
Mua máy bay: Aircraft
Mua theo điều kiện INCOTERM nào? (Group C,D,E,F)
Mua theo mode of transport nào?
Mua theo mode of payment nào? (Tham khảo môn thanh toán quốc tế/)
→ Không thể dùng CIF, nhóm E, F
→ Hint: ExWork hoặc D group
Ở VN thường 2 hình thức đi kèm là CIF và L/C. (rủi ro này người mua thường bị rủi ro nhiều
hơn)

1F
Contract → commercial
2F
Law # trade practices/custom
Incoterms is an international trade practice, not law, not binding to everyone in the
country
The state does not promulgate it, it just happened.
3F
Incoterms has different versions, the version 2010 mentioned it could be used not only
international but also domestic.
4F
transfer of property/title/ownership → Chuyen quyền sở hữu hàng hóa
Incoterms 2020 does not deal w the ownership of goods
It is not a comprehensive rule, not covering everything related to the delivery of goods.
→ address the transfer through the CISG/Domestic law… based on the contract
(applicable law)
5F
Incoterms 2010 applied to contract of sales, the obligation of buyer and seller ONLY,
not directly apply to the contract of carriage.
6F
Applies only when the parties mention it in the contract. Not law but trade practices
7F
The variations are not stipulated in the Incoterms, they are only used when the contract
mentioned them.
8F
® registered → copyright
W or without R, it still remains unchanged
9T
GAFTA Hiep hoi thuong mai ve ngu coc va thuc an chan nuoi
-

CHAPTER 1: AN OVERVIEW OF INCOTERMS

1. History and development
What? Who? When?
- 1936
- Incoterms are NOT revised every 10 years
Why?
- Trade terms were widely accepted before 1936 but not yet standardized
- The standardized uniform rule at the international level
- Avoid misunderstandings due to different commercial practices

- Incoterms have different names (trade terms, shipping terms, delivery terms,
payment terms). But mainly, incoterms are related to shipping and delivery.
- Incoterms focus on 4 parts
1. carriage contract (who carry, who pay,...)
2. customs clearance/formalities (thông quan) export clearance & import
clearance
 → the way the government controlled im&ex (tax, securities...)
3. insurance (goods may be lost/ damaged...)
4. transfer of risks (who will be responsible for the damage)
→ incoterms cover OBLIGATIONS, COST, RISKS between buyer and seller
- EX: FOB Free on board
1. buyer arrange the carriage contract
2. both pay for custom clearance. seller will be in charge of export part
3. neither must pay but usally buyer will pay, not obligied
4. transfer help seller to be free of liability (transfer from seller to carriage
party...)
-
2. Fundamentals

3. Remarks
- It is not mandatory to use INCOTERMS® in a sale contract
→ It is NOT a law.

- INCOTERMS ® are not pricing clauses but do have an impact on the pricing.
→ CIF, incoterms quy định the seller will arrange the carriage → price of CIF good will
be higher the FOB → incoterms are not payment terms but only affect the price
- Sales contracts that are based on a former version (e.g. INCOTERMS® 2000)
remain valid according to the terms of that version.
→ Can we use 2010 instead of 2020 → yes, because it’s not the law, depending on the
agreement between buyer and seller. For the law, we have to refer to the most current
ver
→ if we already signed the contract but didn't mention the version → latest ver is NOT
automatically applied now the buyer and seller have to base on other trade practices. if
they didn't realize and then applied different ver from each other → thẩm phán solve
if they had previous contract → can base on that
- Buyers and sellers should refer to the appropriate version of the INCOTERMS®
e.g. FOB Hamburg, INCOTERMS® 2010.
 - It is possible to add clauses or change the wording of INCOTERMS®.
e.g. CFR Charleston port USA incl. THC, CUC, ISPS in Charleston.
FCA Vienna Airport loaded on aircraft.
DDP Hanoi Vietnam VAT unpaid

Case:
1. The contract b/w VIET COTTON YARN INVESTMENT TRADING JSC & FETA TEKSTIL
SAN.TIC.LTD.STI:
“ ALL OTHER CONDITIONS, WHICH ARE NOT STATED IN THIS CONTRACT, WILL
REFER TO INCOTERMS 2000”
2. The contract No. BVQA400 b/w FORMOSA INDUSTRIES CORPORATION & NANYA
PLASTICS CORPORATION:
“ The INCOTERMS 2000 will be used for this contract”
Risks:
1/ incoterms are not comprehensive rules —> not cover all issues → have to negotiate
for another law
2/ incoterms only deal w delivery and shipment only

4. Classifications
- Door-to-door = include pre, main, on → full carriage service
- Door-to-port = pre and main
- Port-to-port = main
- Port-to-door = main and on
- Omni-modal = a single contract, but performed with at least two different
modes of transport = multimodal
- Containerized
- Bulk goods: goods transported in large quantities but can not be packaged in a
container: coal, oil, grain, forest products, steel, iron ore,...
- Delivery
 EXW - Ex Works
- EXW (insert named place of delivery) Incoterms® 2020
→ EXW ABC Co., Ltd, 15 D5 Street, Ward 25, Binh Thanh District, Hochiminh City, Viet
Nam, Incoterms 2020
→ named place is ALWAYS related to seller's premises
- Ex works means that the seller delivers when it places the goods at the disposal
of the buyer at the seller’s premises or at another named place (works, factory,
warehouse,...)
- The seller does not need to load the goods on any collecting vehicle, nor does it
need to clear the goods for export, where such clearance is applicable

Seller Buyer

General Provide the goods and the commercial

obligation invoice in conformity with the contract of
sale

→ Free from loading, carriage and insurance,

customs formalities
→ EXW represents the minimum
responsibility for the seller
Notes:
- Transport mode: EXW may be used irrespective of the mode or modes of
transport, if any, selected.
- EXW may be suitable for domestic trades, where there is no intention at all to
export the goods. → Risky for the buyer when handling the customs clearance
- EXW imposes the least set of obligations on the seller → The buyer should use it
with care.
- EXW may be used if:
→ Maximize the obligation of the buyer, who want to manage the time, cost,
control the transaction, logistics issue
→ supply and demand of the market: buyer who really want to buy sth from the
seller, that they have no choice but to choose the EXW/rules set by the seller
→ non-professional seller, only focus on production
→ buyer who has the subsidiary, branches, offices, representatives in the seller's
country
EXW - loaded
- not mention in the incoterms
Why is it common?
- the seller helps the buyer to load the goods to the truck since they have the
necessary loading equipment at its own premises or to do it for the buyer →
extend the seller's obligation
- applicable safety or security rules prevent access to the seller's premises by
unauthorized personnel.
Who would bear the risk of loss of or damage to the goods occurring while the loading
operation?
- have to mention EXW-loaded in the contract with clarification
→ EXW-Loaded - at seller/buyer risks

EXW loaded Binh Tan District,

Hochiminh City, Viet Nam, Incoterms
2020 at seller/buyer’s risk

FCA - FREE CARRIER

- Free → the seller will be free from any liability when he has done his job.
- FCA → the seller will be free from liability when delivering the goods to the
carrier.
- FCA (inserted named place of delivery) Incoterms 2020
→ Named place → seller’s premises or another place: airport, port
→ CA Tan Son Nhat Airport, Viet Nam – Incoterms 2020.
 - Free carrier means that the seller delivers the goods to the carrier or another
person nominated by the buyer at the seller’s premises or another named place.
- The parties are well advised to specify as possible the point within the named
place of delivery, as the risk passes to the buyer at that point.

FCA means that the seller delivers the goods to the buyer in one or other of two ways.
1. When the named place is the seller’s premises: goods loaded on buyer’s means of
transport
2. When the named place is another place, the goods are delivered: goods loaded
on seller’s means of transport → reach the named place → ready for unloading
OBLIGATIONS:

Seller Buyer

General Provide the goods and the commercial invoice in conformity

obligation with the contract of sale

Delivery The seller must deliver the goods to the carrier or another
person nominated by the buyer at the named point, if any, at the
named place, or procure goods so delivered.
→ string sales: bán hàng theo chuỗi
→ refers to a string sales in which A first buyer then sells to the
next buyer who becomes the second seller and so on
 Mua hàng hóa → first buyer - mua ở cảng → bán cho ng khác →
second seller, hàng đã ở cảng sẵn → fulfill
Delivery is completed either:
a. Named place is the seller’s premises: goods loaded on
buyer’s transport
b. Reach the named other place by seller’s transport and
ready for unloading from that transport

● Container Yard (CY) (điểm tập kết container) is a place where containers are
stored before loading on to the vessel or after unloading from the vessel/ship
once it arrives at Port. A Container Yard is primarily used for FCL (Full container
load shipment).
● Container freight station (CFS) is majorly used for LCL (Less than container
load) shipments. The goods before loading on to the vessel/ship are taken to CFS
to be consolidated and after arriving to the port are taken to CFS to be
de-consolidated. The goods are also weighted and checked at CFS before loading
on the vessel
Notes:
- Used irrespective of mode of transport
- Especially suitable for container transport
- FCA should be used instead of FAS or FOB if the seller does not intend to deliver
the goods alongside the ship or on board.
FCA vs EXW
The liability of the seller in FCA > EXW
→ price of FCA goods will be higher (loading cost, export formalities fee)

FCA vs EXW-loaded
EXW-LOADED Loading risk → unclear, required mentioning in the contract
FCA → seller is responsible for loading risk
EXW-LOADED → buyers have to handle all ex and im clearance

FAS - Free Alongside Ship

FAS means that the seller delivers the goods to the buyer when the goods are placed
alongside the ship (e.g. on a quay or a barge) nominated by the buyer at the named port
of shipment or when the seller procures goods already so delivered.

FAS (insert named port of shipment) Incoterms 2020

FAS vs FCA
FAS named place → port
FCA named place → any place

Notes:
• Used only for sea or inland waterway transport
• Not suitable for containerized goods (using FCA instead of FAS);
• Lighterage/barge charges need to be allocated
 ● False → the buyer will be the one to pick the specific time. If the buyer didn't
mention it in the contract, the date should be the last day of the period.
● The seller has to bear that risk. Until the ship arrives, the seller has not fulfilled
the obligations since he only placed the goods on the quay not alongside the
ship.

FOB - Free on board

FOB (insert named port of shipment) INCOTERMS 2020
The seller fulfills his obligation when the goods are placed on board the vessel (on deck
- trên boong tàu or at the hole of the vessel)

Notes:
• Used only for sea or inland waterway transport
• Not suitable for containerized goods (using FCA instead of FOB);
• Custom of loading port;
• Variations of FOB (FOB stowed, FOB trimmed)
• Usage of transport terms: FI, FO, FIO…
A6:
Delivery document
→ Evidence showing that the seller fulfill the delivery obligation
Transport document
→ Receipt showing the
→ Proof of carriage contract, showing the goods is transported to the destination

Under FCA, The seller done his obligation when receiving FCR (Forwarder cargo receipt)
B/L là chứng từ duy nhất thể hiện the goods is delivered cùng đk vận chuyển
→ vừa là delivery và transport document

Under the F group, the seller has to shown the goods is delivered through DELIVERY
DOCUMENT (FCR)
Normally in the F group:
Sellers handle the delivery document (FCR)
Buyers handle the transport document (chứng từ chứng minh goods is delivered to
the destination)
If the transport document = delivery document (which is B/L since only BL mới xác
nhận hàng đã đc đặt trên tàu) → Seller handle the cost and the risk of carriage

FCA, giao hàng cho carrier tại terminal, sellers cần nhận đc FCA - delivery document
Bth trong FCA onboard part thuộc về buyers
FOB Onboard là sellers’ liability.

1. What is meant by ‘placing’ the goods ‘on board’ the vessel? Are securing (chằng
buộc), dunnage (chèn lót), and/or trimming (san cào gọn hàng) of the cargo
required?
→ Related to the port customs (tùy thuộc vào tập quán cảng)
On board = thường là anywhere on the vessel , nhưng some port sẽ có port customs quy
định là Maybe under the ship’s tackle (cái cẩu) cũng đc xem là on board
→ nutaral of goods
Đối với nhựa đường:
Risk sẽ đc transfer sang buyers khi nhựa đc chuyển trong ống từ port qua tiếp điểm vào
tàu (trong trường hợp này = on board) nhưng quyền sở hữu vẫn của sellers cho đến khi
buyers
→ type of vessel (RORO, LOLO)
→ do not require securing, dunnage, and/or trimming

2. ‘FOB secured stowed and Trimmed’

→ variations of FOB
→ has to mention “at seller/buyer’s risk”

3. If goods are dropped during loading and land on deck causing damage. Who
would be liable for this?
→ Liability of sellers, sellers have to place the goods safely on board.

4. Under FOB, what happens if goods are destroyed during loading when only
part of the goods has been put on board? Has delivery been made, so that risk
for the goods already on board has passed to the buyer?
→ delivery has not been fulfilled → sellers’ liability

5. Who pays the cost of B/L?

→ seller

CFR - Cost and Freight

Freight: cước phí tàu
Cost: base price
CFR (insert named port of destination) INCOTERMS 2020
Cost and Freight” means that the seller delivers the goods to the buyer on board the
vessel or procures the goods already so delivered.

FOB vs CFR
- FOB → buyers arrange the carriage, named port of shipment (Cat Lai port)
- CFR → sellers arrange the carriage, named port of destination (Rotterdam Port)
Ex: VN (Cat Lai Port) —------------> Neitherlands (Rotterdam Port)
- Sellers handle the carriage → bear all the cost when the goods arrive at the
destination
- Risks transfer when the goods are both on board the vessel → the same with FOB

Group C & F the same

 - Insurance: neither
- Customs clearance: seller → ex, buyer → im

Unloading cost → buyers

Notes:
- Not suitable for containerized goods (using CPT instead of CFR).
- The buyer should contract for insurance.
- CNF (1986), C&F, C + F: not recommended.
● Suitable for the containerized goods: FCA, CPT/CIP
Transfer the risk to the carrier, risk-free when the good arrives at the terminal
● Not suitable for the containerized goods: FOB/FAS, CIF/CFR
Containerized goods → sellers delivered to CY/CFS at the terminal (sellers stills bear all
the risk until onboard but the control from the terminal to the port belongs to the
carrier and the port)
→ solution:
1. Change from FOB to FCA (có thể ảnh hưởng đến giá của goods)
2. Change the place of transferring of risk from on board to the terminal in the
contract

CIF - COST, INSURANCE AND FREIGHT

CIF (insert named port of desination) INCOTERMS 2020
CIF vs CFR
→ sellers have the obligations to buy the insurance in CIF

A5: insurance

Mức bảo hiểm loại C

→ cheapest

If the buyer request clause A, does the seller have to buy that insurance?
→ phải có agreement between the seller and the buyer

The insurance shall cover the goods from the point of delivery to at least the named
port of destination.
Point of delivery → onboard of vessel
Why seller has to buy an additional 10% of the invoice (insurance covers 110% value of
invoice) → if the goods are destroyed, the buyer not only lose the goods’ value but also
the profit, 10% cover the average profit the buyer may receive
The buyer can contact the insurer to receive the insurance even though the seller buys
insurance.

Port of loading usually is the location of seller

→ Risky when not mention

Some Risks when mentioning Incoterms in contract

→ check the version of incoterms
→ CNF → old, CFR → new
→ check whether the goods are containerized, suits the kind of contract or not
→ shipping line
CPT - Carriage Paid To

CPT vs CFR
CPT → named place of desination
CFR → named port of destination
CPT → transfer the risk: when deliver to the carrier (sooner)
CFR → transfer the risk: when deliver on board the vessel

CPT vs FCA
CPT is quite similar to FCA, except for the party handling of carriage
CPT
→ Seller handle the carriage
→ Place of destination
→ No one has to pay for the insurance
→ Seller clear export, buyer clear import
FCA
→ Buyer handle the carriage
→ Place of delivery
CIP - Carriage and insurance paid to

CIP vs CPT
ONLY DIFFERENT: Seller has to pay for the insurance in CIP
CFR + insurance -> CIF (applicable for just maritime, bulk cargo)
CPT + insurance -> CIP (applicable for most of transport, containerized)

CIF vs CIP
CIF
→ Seller has to buy the clause C (mininum cover)
→ bulk cargo (vd: than đá… ít giá trị hơn)
CIP
→ seller has to buy the clause A (maximum cover)
→ containerized goods (manufactured goods) → higher in value

C group
- Point of deliver
- Point of transfer of risk
→ Different (cost allocation vs risk allocation)
Who would bear the risk for the late delivery
→ Buyers. The risk has already been transfered.

Under CIP
Delivery date → deliver the goods to the carriage/ on the board vessel on the port of
loading → seller finish his oblligations, transfer risk
If said CIF Rotterdam not later than August
→ Change the CIP incoterms, should not mention “not later …”

D group: obligation of the seller is highest

DAP - DELIVERED AT PLACE

Place of destination → Buyers’ premises, port, airport

Seller fulfill his obligations when the goods are delivered at the UNLOADING PORT
Seller → ex clearance, buyer → im
Insurance → no one
Carriage → seller handle

DAP vs CPT
Only difference risk allocation
DPU - DELIVERED AT PLACE UNLOADE

DPU vs DAP
→ Seller has Higher risk than DAP
→ Seller has to unload the goods in the destination
→ higher cost
DDP - DELIVERED DUTY PAID

Duty = thuế
Seller has to clear both ex and import → maximum obligations >< EXW

DAP vs DDP
DDP Seller do both ex and im
DAP seller – ex, buyer - im

DPU vs DDP
DPU seller has to unload the goods, customs clearance
DDP unload the goods is the responsibility of buyers

NOTES FOR D GROUP

- DAP and DDP do not include unloading
- If any difficulties seem likely to arise in relation to the import of the goods into
the buyer’s country, the seller should try to avoid using the term DDP.
- DPU or DAP and difficulties of reaching the final destination

Left → right → seller ob tăng dần

Top → bottom → seller ob tăng dần
Middle → multimodal mode of transport
 1. On board
2. Cat lai port of destination
3. Seller. Clause c
4. Buyer
5. Seller

Buyer handles the carriage → E/F

Seller clears export → F
Containerized → FCA
The seller fulfills obligations when delivering the goods at CY Mumbai, India → C group
Not D group because Seller has to deliver to SaiGon
CPT
B9
c) Hợp đồng vận chuyển giữa seller ký với carrier, nếu seller pay phí carriage thì buyer
ko cần phải trả. Phí đó sẽ đc cộng dồn vào giá bán.

CHANGES TO INVOTERMS 2020

1. On-board B/L in FCA
A6-B6 (Delivery/Transport document)
‘If the parties have so agreed, the buyer must instruct the carrier to issue to the seller, at
the
buyer’s cost and risk, a transport document stating that the goods have been loaded (such
as a bill of lading with an onboard notation)’
Under FCA
- delivery document → FCR (Forwarder cargo receipt) → seller
- Transport document → B/L → buyer, since they handle the main carriage, easier
for them to get transport document
- L/C:
If the seller has to take to B/L, buyer still bear the cost and the risk.
In some case, when buyer pay by L/C, they require some documents, then the seller
has to submit the on board B/L, C/O,… to the bank to receive payment.

2. Cost
3. Different levels of insurance cover in CIF and CIP
In some cases, the seller may be obliged to the insurance clause A

4. Carriage in FCA, DAP, DPU, DDP

Arrange at its own cost
→ sometimes the buyer has the capacity to carry buy themselves without hiring the
carriage
→ the buyer then must contract or arrange at its own costs for the carriage of the
goods.

5. DAT → DPU
DAT = delivered at terminal
Terminal: a place where goods are collected
DAT, seller fulfills the deliver goods to the terminal and unloaded, unload only at the
terminal
If pp want to unload at somewhere else → DAT is NOT applicable
DPU → goods can be unloaded anywhere at the destination as long as the party mention
it

6. Security-related requirements within carriage obligations and costs

DICUSSION
Factors affecting the choices of company when choosing the Incoterms rule
- Bargaining positions:
The power of the seller/buyer, position of a person in a negotiation
- Fluctuations of O/F, A/F, insurance
+ Pandemic → lack of vehicle, freight cost may be high → seller should go with the
F group (seller don’t have to arrange the carriage) instead of C group
If seller handle carriage, contract, if the freight rise, they may be lost.
+ War in Ukraine → seller should go with the F group due to wartime, dangerous if
we deliver to the destination.
- Business strategy

Liner charter: like bus

Even though buyer is the one has to pay for the unloadng cost
In reality, C group - seller has to pay for Frieght include loading and unloading
cost/liner charter
VOYAGE CHARTER - Người đi thuê tàu

C/D group
Risk not transfer in the destination → C group
First carrier → CPT/CIP
Not insurance → CPT

Under FCA -> delivery document -> FCR

Buyer is the one who arrange the carrier -> the buyer pay for transport document
But in reality, seller may be the one who pay for the transport document. If the payment
method is L/C, seller must have the B/L to submit to bank for payment. In this case,
seller will get the B/L, under the cost and risk of buyer.
–
True/ Fasle Statement
1. Provided the CIP delivery facility, the seller is entitled to charter the vessel.
2. Delivery facility condition "FOB...designated port of loading'1 indicates
The seller must bear the cost of loading the goods on board
3. Selling goods at CIF price, the freight costs are paid by the buyer.
4. The "I" in CIF, from the perspective of price composition, is the cost of insurance. The
seller's responsibility is the seller's responsibility to do insurance goods.
5. Goods inspection is an indispensable clause in the contract import and export.
6. Delivery facility condition "DPU...designated port of destination" indicates liability. It
is the seller's responsibility to clear import customs.
7. F" in terms of delivery facility "FAS... (specified port of loading)" is to indicate the
freight charge of the primary transport sector.
8. Delivery Facility "FAS.E. (specified port of loading)" means the seller fulfills his
obligation to deliver when the goods pass the rail ship.
9. Delivery facility terms "DAP... specified port of destination" are different from CFR is
the seller bears all costs for the carriage of the goods in the main leg of the carriage.
10. CPT terms can be used with any means of transport
11. According to EXW terms, the seller is obliged to load the goods onto the vehicle and
deliver to the buyer.
12. Under the terms of DDP, the seller is obliged to unload the goods from the means of
transport loaded at the destination and delivered to the buyer
13. The purpose of the inquiry is to collect information, so the more you send it out
inquiry letter as possible
14. Free offers are used when the market belongs to the buyer
15. A fixed offer letter is an offer that can only be sent to one person at
a moment
16. The refund is binding on the person offering the refund
17. After refunding a fixed offer, if you change your mind and accept the offer, the other
party still has to sell.
18. Fixed offers may be communicated to the other party by telephone, or in writing and
remain in full force and effect.
19. There are two types of order, fixed order and free order.
20. An acceptance with a reservation is still valid as an acceptance
21. The Commercial Law of Vietnam recognizes the date of acceptance letter as date
form a contract
22. When importing goods for re-export, the goods owner has the right to package and
label them, and mark the goods before exporting them to another country.
23. According to Vietnamese regulations, transshipment goods can be from the
exporting country through Vietnam, but did not go through import procedures, then
exported to another country.
24. In the export processing method, there can be more than two countries involved
25. Agents are different from brokers in that, agents are responsible for the
performance
contract between the two buying and selling parties
26. Sales agents have the right to receive remuneration in the form of money % of the
selling price of goods
27. The commission agent will sign the contract on behalf of the trustee.
28. The authorized agent must bear all costs when signing a contract under
the trustee's mandate.
29. If selling goods by auction method, by taking advantage of the competition among
buyers, sellers always sell goods with expensive.
30. For the Incoterms group C, the location of risk and cost allocation is duplicate

CHAPTER 2: INTERNATIONAL SALES OF GOOD

1.2 International character (4 yếu tố)
What if a party has more than one place of business?
1. Các bên lại có trụ sợ tại các qgia khác nhau
A buyer in Austria (a CISG State) purchased goods from the Swiss branch of a company
with headquarters in Liechtenstein (notably: a non-CISG Contracting State)

K59 Tran Nguyen Minh Thu

23:17 4 thg 9

‘Seller’s premises’ may be any place under the seller’s control, including the one
hired/contracted/rented by the seller.
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Bản tóm tắt
Đường viền
TRÊN LỚP

CHAPTER 1: AN OVERVIEW OF INCOTERMS

History and development

Fundamentals

Remarks

Classifications

EXW - Ex Works

FCA - FREE CARRIER

FAS - Free Alongside Ship

FOB - Free on board

CFR - Cost and Freight

CIF - COST, INSURANCE AND FREIGHT

CPT - Carriage Paid To

CIP - Carriage and insurance paid to

DAP - DELIVERED AT PLACE

DPU - DELIVERED AT PLACE UNLOADE

DDP - DELIVERED DUTY PAID

CHANGES TO INVOTERMS 2020

CHAPTER 2: INTERNATIONAL SALES OF GOOD

Bật chế độ hỗ trợ trình đọc màn hình

Để bật chế độ hỗ trợ đọc màn hình, nhấn Ctrl+Alt+Z Để tìm hiểu thêm về các phím tắt, nhấn Ctrl+dấu
gạch chéo
GIAO DỊCH TMQT

Pvoil (VN) - Singapore (Company) receives import from Korea, Qatar, USA
sell 100mil USD to VN
The Singapore company is still internationally

2. Đối tượng của hợp đồng qua biên giới (của qgia, của hải quan, custom border),
bán hàng tại khu chế xuất, khu công nghiệp, dù ở trong nước vẫn được coi là
hàng hóa international

3. Payment currency can be foreign to at least one party to the contract

4. Dispute settlement body (3rd party) should be in another country and totally
independent
-
PARTIES TO THE CONTRACT
1. Exceed the sphere of authorization: In what aspect → Inspect the letter of
authorization
2. The legal representative knows but shows no objection within a reasonable
period
See more
Pugas - KDK - nhập khẩu rất nhiều nhưng khi GĐ KDK ký hợp đồng thì có đủ điều kiện
pháp lý hay không
-LND (2 cty này ở dạng chi nhánh, branch)
- PVG
- PVgas D
ARTICLE 674 - CIVIL CODE
III. Offer and acceptance
2. The acceptance must be received within the time limitation set forth in the offer.
- CISG: Art. 18; Art. 21
- VN: Art 34
- Chấp nhận muộn có hiệu lực
3. The acceptance shall not be withdrawn
4. Drafting an int sale of goods contract
 ● Transport-related term: Shipment, Packing and Marking
● Legal-related term: Force majeure, claim, arbitration
● Additional terms: Warranty

1.3 Time and place

● HCMC, 15th May, 20…
● 15th March 20 … in Indonesia
● The purpose is for validity
1.4 Contract parties
1.4.1 Seller
Vice Director -> not have authority to present→ possible if authorized
1.6 Preamble/Whereas clause:
2. Terms and conditions
2.1 Commodity/Scope of work
—----------------------------
2.4 Delivery/Shipment
Delivery as per FOB, Incoterms 2010
Ha Phong: Multiple port, not specific port
Price currency
- Parties agreement:
2.5 Price
2.5.3
Flexible = basic price + method to review (+/-)
Dầu thô → Ko có fixed price mà chỉ có flexible price

Drafting a fixed price clause:

Necessary in4
Vietnam export rice price
- Price currency: USD
2.6. Payment
● Payment currency
● Time of payment
● Mode of payment
2.6.1 Advance payment
L/C: payment for buyer
Seller prefers advance payment
—----------------------------------------------------------------------------
Liquefied Natural Gas LNG Value Chain
LNG tại Úc: C1 ít, C2 nhiều → deal giá, giảm giá
LNG tại Mỹ: Chất lượng tốt hơn
Lô nhiều tạp chất/Lô sạch → tùy vào segment của tệp KH đầu ra.

LNG dùng INCOTERM NÀO.

● Phương thức vận chuyển: Đường biển
● Điều kiện INCOTERMS: FOB, địa điểm chuyển giao trên boong tàu (bắt đầu bằng
việc bơm chất từ khí sang lỏng vào ống, đi vào tàu thông qua đường ống.
● Không dùng CIF , CFR vì người bán không phải là người thuê phương tiện vận
chuyển
● Sd C/D phù hợp vào năng lực thuê phương tiện vận chuyển của người nhập khẩu
● CIF, người bán thay mặt người mua mua bảo hiểm và thuê phương tiện vận
chuyển
● C: Người mua chịu trách nhiệm về tỷ lệ hao hụt
INCOTERM 2000:
● Title of transfer: Sớm hơn risk of transfer
● Risk of transfer: Giữ lại delivery point
—
MCQ
5. The transfer of risks occurs when the goods are placed on board in the port of
shipment with: B → FOB, CFR, CIP
-
Partial shipment thì cho phép
Transhipment: Prohibited
-
4. If the seller presents a B/L, thì có gọi là cleaned hay không?
Clean có nghĩa là vận đơn ko có clause, hoặc có ghi nhưng không có ảnh hưởng đến tình
trạng của hàng hóa. “No clauses, no comment/comment do not affect the status of the
followed cargo
-
CHAPTER 2: INTERNATIONAL SALES OF CONTRACT

[SLIDE 45]

OPENING

1.1. Type/name of contract

● Export – Import contract
● Sale/Purchase contract
● International sale of goods contract
1.2. Contract number
● Contract No. 105/2021
● Contract No. PETECH/2021-15
1.3. Time and place
● HCMC, 15th May, 20…
● 15th March 20.. in Indonesia
1.4. Contract parties
1.5. Definitions
1.6. Preamble

—
RICE EXPORT CONTRACT

OFFER AND ACCEPTANCE

Between

(Hereinafter referred to as the Seller)

And
 Tel: (416) 398-5475 Fax: 867-669-0012

(Hereinafter referred to as the Buyer)

I. COMMODITY

Chap 3: Contract performance

1. Export license application
- Goods that are not prohibited/not need conditions to be exported → don’t need
to ask for export license
- Automatic export license → only 1st time export require to apply for EL, the next
times automatically, no need to apply
2. Checking payment
- Inform buyers of delivery.
- Check obligations of preparation relating to payments
- Before preparing and delivery goods, exporters should check information related
to payment L/C including
● is it accordance to the contract or not, if the L/C is accepted, it is
independent with the contract
● form of documentary credit, in all case, to ensure the seller receipt of
payment, ex: irrevocable
● Documents required → documents that needed to be submitted to get
the payment from the bank: draft (hối phiếu), bill of lading, commercial
invoice, C/O, packing and weight list, insurance policy
3. Goods preparation
3.1. Packing
3.2. Marking
3.3. Goods checking and inspection
Why?
- Conformity with contract.
- Subject to regulations of export/import country.
Who inspect? → seller/ 3rd party depending on the contract
Validity of certificates?
Procedures: slide
Why pp have to issue the temporary certificate: to make sure the goods would be
delivered, conform with the contract
4. Carriage & Insurance
4.1. Contract of carriage
- Liner: hợp đồng thuê tàu có lịch sẵn, tàu chợ
- Liner term: the price already includes the loading, trimming, …
- Voyage: tàu chuyến
- Who handles the carriage: depend on incoterm
4.2. Contract for insurance
5. Custom procedures
- Procedure: slide
- Forms of customs declaration: E-customs, paper-based
- Documents prepared for export customs:
● Booking note/ booking confirmation: giấy lưu cước, sent from the
seller/forwarder to the carriage, ghi chép lại việc chủ hàng đặt chỗ hãng
tàu để vận chuyển hh
● Hop dong mua ban hang hoá (SOG contract)
● Bảng sao kê định mức tiêu hao nguyên vật liệu → hoàn thuế nhập khẩu
nguyên liệu
● Commercial invoice (cac ben lquan, so hoa don ngay phat hanh thong tin
van chuyen, thong tin gia tri lo hang)
● Packing list (cac ben lquan, so hoa don ngay phat hanh, thong tin van
chuyen, thong tin chi tiet dong goi lo hang)
● Tờ khai hh xk (ng xk, nk, thong tin hh, mức nhập khẩu, dk xuat hang, dk
giao hang, dong tien mua ban, dk thanh toan, thong tin hh)
 ● Additional documents: Certificate of Quality, Certificate of Analysis,
● Insurance policy, fumigation, phytosanitary certificate
● Certificate of inspection (health, fumigation, phytosanitary): Certificate of
Quality, Certificate of Analysis, Insurance policy, fumigation,
phytosanitary certificate
● Entrusted export contract (hợp đồng ủy thác xk)
Classification of customs inspection:
● Green lane (luồng xanh): done, consignment cleared
● Yellow: customs’ document review
● Red: customs’ document review and onsite customs inspection (mở hàng
ra kiểm tra)

6. Making delivery
Mate’s receipt: biên lai thuyền phó
Shipment docs: FCR
7. Payment procedures
8. Dealing with claims: khiếu nại
COR (Cargo Outturn Report): Biên bản hh hư hỏng đổ vỡ
CSC (Certificate of Shortlanded Cargo): biên bản thiếu hụt hh so với hợp đồng/B/L
ROROC (Report On Receipt Of Cargo): biên bản kết toán nhận hàng với tàu
- Gỗ → no need to apply for export license
- Checking payment → TTr
- Prepare goods → Packing
- Inspection: fumigation
- Carriage: FOB
- Insurance: buyer nên mua
- Delivery
- Customs clearance

Provided the CIP delivery facility, the seller is entitled to charter the vessel. → True
Explanation: Under the CIP (Carriage and Insurance Paid to) Incoterms rule, the seller
is responsible for arranging and paying for carriage to the named destination,
including any necessary transport by sea. This means that the seller may charter a
vessel to transport the goods to the destination. So, this statement is true.
Delivery facility condition "FOB...designated port of loading" indicates the seller must
bear the cost of loading the goods on board the vessel. → True
Explanation: In the FOB (Free On Board) Incoterms rule, the seller is responsible for
the costs associated with delivering the goods to the designated port of loading and
loading them onto the vessel. So, this statement is true.

Selling goods at CIF price, the freight costs are paid by the buyer. → False
Explanation: Under CIF (Cost, Insurance, and Freight) Incoterms rule, the seller is
responsible for the cost of carriage of the goods to the port of destination and the
cost of insurance. The buyer is responsible for other costs, but the statement
incorrectly suggests the buyer pays for the freight costs.

The "I" in CIF, from the perspective of price composition, is the cost of insurance. The
seller's responsibility is the seller's responsibility to do insurance goods. → True
Explanation: In CIF (Cost, Insurance, and Freight) Incoterms, the "I" indeed stands for
insurance. The seller is responsible for arranging and paying for insurance on the
goods during transit to the named port of destination. So, this statement is true.

Goods inspection is an indispensable clause in the contract import and export. →

False
Explanation: Goods inspection is not always an indispensable clause in import and
export contracts. It depends on the terms negotiated by the parties involved. Some
contracts may include inspection clauses, but they are not universal in all contracts.

Delivery facility condition "DPU...designated port of destination" indicates liability. It

is the seller's responsibility to clear import customs. → False
Explanation: Under DPU (Delivered at Place Unloaded) Incoterms, the seller is
responsible for delivering the goods to the named place of destination and unloading
them. However, the responsibility for customs clearance may vary depending on the
specific agreement between the parties. This statement incorrectly assumes the seller
is always responsible for customs clearance.

"F" in terms of delivery facility "FAS... (specified port of loading)" is to indicate the
freight charge of the primary transport sector. → False
Explanation: The "F" in FAS (Free Alongside Ship) Incoterms rule indicates that the
seller is responsible for delivering the goods alongside the vessel at the specified port
of loading. It does not specifically address the freight charge of the primary transport
sector. The statement is incorrect.

Delivery Facility "FAS (specified port of loading)" means the seller fulfills his obligation
to deliver when the goods pass the rail ship. → True
Explanation: Under the FAS Incoterms rule, the seller's obligation is fulfilled when the
goods are placed alongside the vessel at the specified port of loading. The term "pass
the rail ship" is not typically used in this context, but the seller's responsibility ends
when the goods are ready for loading on the vessel. So, this statement is true.

​ The purpose of the inquiry is to collect information, so the more you send
 out an inquiry letter as possible → True
● True: The primary purpose of an inquiry letter in the context of international
trade is to gather information about products, prices, terms, and conditions
from potential suppliers.
​ Free offers are used when the market belongs to the buyer → True
● True: Free offers, often associated with Incoterms like EXW (Ex Works),
indicate that the seller's responsibility ends at their premises. This is
suitable when the buyer has control over the market and logistics.
​ A fixed offer letter is an offer that can only be sent to one person at a
moment → False
● False: A fixed offer letter is a formal and binding offer made to a specific
party, but it can be made to multiple parties simultaneously or sequentially.
​ The acceptance with a reservation is still valid as an acceptance → True
● True: An acceptance with a reservation is still considered a form of
acceptance. However, it may lead to negotiations or discussions to resolve
the reservation or condition.
​ The Commercial Law of Vietnam recognizes the date of the acceptance
letter as the date forming a contract → True
● True: This is generally true in many legal systems, and the date of
acceptance is often recognized as the date when a contract is formed.
​ When importing goods for re-export, the goods owner has the right to
package and label them, and mark the goods before exporting them to
another country.
● True: When goods are imported for re-export, the owner of the goods
typically has the right to package, label, and mark the goods according to
the requirements of the destination country or the buyer.
​ According to Vietnamese regulations, transshipment goods can be from the
exporting country through Vietnam but did not go through import
procedures, then exported to another country.
● The statement is incomplete, and without further information, it's difficult to
determine its accuracy.
​ In the export processing method, there can be more than two countries
involved.
● True: Export processing can involve goods moving through multiple
countries in various stages of production or assembly, which may include
origin, processing, and destination countries.
​ Agents are different from brokers in that agents are responsible for the
performance of the contract between the two buying and selling parties.
● True: Agents typically have more involvement in the contract and may
represent one or both parties in the performance of the contract, whereas
brokers generally facilitate transactions without becoming parties to the
contract.
​ Sales agents have the right to receive remuneration in the form of a
percentage of the selling price of goods.
● True: Sales agents often receive commissions or remuneration based on a
percentage of the sales price as compensation for their services.
​ The commission agent will sign the contract on behalf of the trustee.
● True: Commission agents, acting on behalf of the principal (trustee), may
sign contracts related to the sale or purchase of goods.
​ The authorized agent must bear all costs when signing a contract under the
trustee's mandate.
● True: An authorized agent, when acting on behalf of the principal (trustee),
may be responsible for the costs associated with signing and fulfilling the
contract, as specified in the agreement.
​ If selling goods by the auction method, by taking advantage of the
competition among buyers, sellers always sell goods with an expensive
price.
● False: The price at which goods are sold at an auction depends on market
conditions, buyer interest, and other factors. It is not guaranteed to be
expensive, and it can vary.
​ For the Incoterms group C, the location of risk and cost allocation is
duplicate.
● False: Incoterms in Group C do not duplicate the location of risk and cost
allocation. They specify the point of transfer of risk, but the cost allocation
varies between different terms in this group.