广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝Negotiation & Procedures of Foreign Trade1课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝International Trade Procedurecontract provisionscontract provisionsPreparationContractingImplementationfinding markets and sources,finding markets and sources,establishing business relationsestablishing business relations，advising, credit enquiries, etc.advising, credit enquiries, etc.export contractexport contractimport contractimport contract2课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝外贸函电的通常内容外贸函电的通常内容1.1.1.1.信头信头信头信头（发函人全称、地址和联系方式）。（发函人全称、地址和联系方式）。（发函人全称、地址和联系方式）。（发函人全称、地址和联系方式）。2.2.2.2.参考号参考号参考号参考号（案号）和（案号）和（案号）和（案号）和日期日期日期日期：可以出现在函电顶端。：可以出现在函电顶端。：可以出现在函电顶端。：可以出现在函电顶端。3.3.3.3.收信人姓名和地址收信人姓名和地址收信人姓名和地址收信人姓名和地址。4.4.4.4.注意事项。注意事项。注意事项。注意事项。5.5.5.5.事由（可以有主标题和分标题）。事由（可以有主标题和分标题）。事由（可以有主标题和分标题）。事由（可以有主标题和分标题）。6.6.6.6.称呼称呼称呼称呼。7.7.7.7.函电正文函电正文函电正文函电正文。8.8.8.8.结尾敬语结尾敬语结尾敬语结尾敬语。9.9.9.9.签署签署签署签署。10.10.10.10.经办人代号，附件，抄送，附言。经办人代号，附件，抄送，附言。经办人代号，附件，抄送，附言。经办人代号，附件，抄送，附言。 （外贸函电的具体格式请参考（外贸函电的具体格式请参考（外贸函电的具体格式请参考（外贸函电的具体格式请参考WordWordWordWord文档）文档）文档）文档）3课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝Establishment of Business Relations Having obtained your name and address Having obtained your name and address from. from. We are writing you in the hope of We are writing you in the hope of establishing business relations with youestablishing business relations with you. . We (self-introduction). In order to We (self-introduction). In order to acquaint you with our business lines, acquaint you with our business lines, we enclose we enclose a copy of our Export Lista copy of our Export List covering the main items covering the main items suppliable at present.suppliable at present. Should any of the items be of interest to you, Should any of the items be of interest to you, please let us knowplease let us know, we shall be glad to give you , we shall be glad to give you our lowest quotations upon receipt of your our lowest quotations upon receipt of your detailed requirements.detailed requirements. We look forward to receiving your enquiries We look forward to receiving your enquiries soonsoon. .4课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝Price Price Contract Contract provisionsprovisionsinsuranceinsurancetransporttransportqualityqualitypackagepackagepaymentpaymentinspectioninspectionforce majeureforce majeureclaims & claims & adjustmentsadjustments quantityquantityarbitrationarbitration外贸洽商的主要内容外贸洽商的主要内容外贸洽商的主要内容外贸洽商的主要内容5课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝外贸洽商的基本步骤外贸洽商的基本步骤InquiryOfferCounter-offerAcceptanceSales Contract6课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝Enquiry We thank you for your letter of We thank you for your letter of ,and shall ,and shall be glad to enter into business relations with you.be glad to enter into business relations with you. Complying with your request, we now send Complying with your request, we now send you our latest catalogues and pricelist covering you our latest catalogues and pricelist covering our exports. Payment should made by.our exports. Payment should made by. All the above conditions is All the above conditions is only for your only for your referencereference, if you find business possible, , if you find business possible, please please give us your offergive us your offer. (All the above conditions is . (All the above conditions is subject to our final confirmationsubject to our final confirmation, if you find , if you find business possible, please contact us for our business possible, please contact us for our confirmation.)confirmation.) We trust you will give us an early reply. We trust you will give us an early reply.7课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝 OfferCISG Article 14 (1):A proposal for concluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite and indicates the intention of the offer or to be bound in case of acceptance. A proposal is sufficiently definite if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price.8课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝Offer / Quotation In reply to your letter of In reply to your letter of , ,we are giving we are giving you an offeryou an offer as follows ( as follows (we offer you as followswe offer you as follows): ): Commodity:. Commodity:. Specifications: . Specifications: . Packing: . Packing: . Quantity: . Quantity: . Price: . Price: . Shipment: . Shipment: . Payment: . Payment: . This offer is firm, This offer is firm, subject to the receipt of subject to the receipt of reply by us before reply by us before We look forward to receiving your acceptance We look forward to receiving your acceptance soon.soon.9课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝Validity of an Offer(1) An offer becomes effective when it reaches the offeree. (2) An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree before or at the same time as the offer. CISG Article 1510课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝Validity of an OfferCISG Article 20:(1) A period of time for acceptance fixed by the offeror in a telegram or a letter begins to run from the moment the telegram is handed in for dispatch or from the date shown on the letter or, if no such date is shown, from the date shown on the envelope. A period of time for acceptance fixed by the offeror by telephone, telex or other means of instantaneous communication, begins to run from the moment that the offer reaches the offeree.11课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝Validity of an OfferCISG Article 20(2) Official holidays or non-business days occurring during the period for acceptance are included in calculating the period. However, if a notice of acceptance cannot be delivered at the address of the offeror on the last day of the period because that day falls on an official holiday or a non-business day at the place of business of the offeror, the period is extended until the first business day which follows.12课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝When an offer becomes invalid？Over the time-limitsRejected by the offereeRefused to do businessCounter offerRevoked by the offeror13课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝Expression of validity in an offerSubject reply here before (date) our timeSubject reply here before (date) our timeReply immediatelyReply immediatelyNo time-limits in offerNo time-limits in offerOral offer（from when?）Hong long?CISG article 18 (2):CISG article 18 (2):An oral An oral offer must be accepted immediately offer must be accepted immediately unless the circumstances indicate unless the circumstances indicate otherwise. otherwise. Validity for this offer: 8 daysValidity for this offer: 8 daysThis offer is valid for 8 daysThis offer is valid for 8 daysOur offer will keep opened till.(date)Our offer will keep opened till.(date)14课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝Revocability of an offerCISG Article 16(1) Until a contract is concluded an offer may be revoked if the revocation reaches the offeree before he has dispatched an acceptance. (2) However, an offer cannot be revoked: (a) if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable; or (b) if it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has acted in reliance on the offer.15课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝 Counter offerRejection of an original offerA new offer16课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝Counter-offer We are in receipt of your letter of We are in receipt of your letter of , , and and we regret to inform youwe regret to inform you that the price that the price quoted by you is too low to work on. quoted by you is too low to work on. We are of the opinion that the quality of We are of the opinion that the quality of other makes does not make up to that of our other makes does not make up to that of our products. products. The lowest price we can accept is The lowest price we can accept is . We hope to hear from you soon.We hope to hear from you soon.17课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝 Silence or inactivity does Silence or inactivity does not in itself amount to acceptance.not in itself amount to acceptance. AcceptanceindicatingA statementA statementor other conductor other conductmade bymade byof the offereeof the offereeassent to an offerassent to an offeris an acceptance.is an acceptance.CISG Article 18 (1):18课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝Acceptance / Confirmation We thank you for your letter of We thank you for your letter of ,and ,and agree with all conditionsagree with all conditions mentioned on that mentioned on that letter. letter. Now we are pleased to Now we are pleased to confirm having confirm having concludedconcluded with you a transaction of . with you a transaction of . Enclosed you will find our Sales Contract Enclosed you will find our Sales Contract No. No. in duplicate of which please counter-in duplicate of which please counter-sign and return one to us for our file.sign and return one to us for our file.19课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝Late Acceptance(1) A late acceptance is nevertheless effective as an (1) A late acceptance is nevertheless effective as an acceptance if without delay the offeror orally so acceptance if without delay the offeror orally so informs the offeree or dispatches a notice to that effect. informs the offeree or dispatches a notice to that effect. (2) If a letter or other writing containing a late (2) If a letter or other writing containing a late acceptance shows that it has been sent in such acceptance shows that it has been sent in such circumstances that if its transmission had been normal circumstances that if its transmission had been normal it would have reached the offeror in due time, the late it would have reached the offeror in due time, the late acceptance is effective as an acceptance unless, without acceptance is effective as an acceptance unless, without delay, the offeror orally informs the offeree that he delay, the offeror orally informs the offeree that he considers his offer as having lapsed or dispatches a considers his offer as having lapsed or dispatches a notice to that effect.notice to that effect.CISG Article 2120课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝Acceptance with modifications1 1）A reply to an offer which purports to be an acceptance A reply to an offer which purports to be an acceptance but contains additions, limitations or other modifications is but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counter-offer. a rejection of the offer and constitutes a counter-offer. 2 2） However, a reply to an offer which purports to be an However, a reply to an offer which purports to be an acceptance but contains additional or different terms which do acceptance but contains additional or different terms which do not materially alter the terms of the offer constitutes an not materially alter the terms of the offer constitutes an acceptance, unless the offeror, without undue delay, objects acceptance, unless the offeror, without undue delay, objects orally to the discrepancy or dispatches a notice to that effect. If orally to the discrepancy or dispatches a notice to that effect. If he does not so object, the terms of the contract are the terms of he does not so object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance. the offer with the modifications contained in the acceptance. CISG Article 1921课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝 3) Additional or different terms relating, among other things, to the price, payment, quality and quantity of the goods, place and time of delivery, extent of one partys liability to the other or the settlement of disputes are considered to alter the terms of the offer materially. 22课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝Manner for indicating assentCISG Article 18(1) A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or inactivity does not in itself amount to acceptance. (3) However, if, by virtue of the offer or as a result of practices which the parties have established between themselves or of usage, the offeree may indicate assent by performing an act, such as one relating to the dispatch of the goods or payment of the price, without notice to the offeror, the acceptance is effective at the moment the act is performed, provided that the act is performed within the period of time laid down in the preceding paragraph.23课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝When acceptance becomes effective?CISG Article 18(2) An acceptance of an offer becomes effective at the moment the indication of assent reaches the offeror. An acceptance is not effective if the indication of assent does not reach the offeror within the time he has fixed or, if no time is fixed, within a reasonable time, due account being taken of the circumstances of the transaction, including the rapidity of the means of communication employed by the offeror. An oral offer must be accepted immediately unless the circumstances indicate otherwise. 24课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝CISG Article 22 An acceptance may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptance would have become effective.25课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝 Conclusion of a contract CISG Article 23 A contract is concluded at the moment when an acceptance of an offer becomes effective in accordance with the provisions of this Convention. CISG Article 11 A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means, including witnesses. 26课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝 Conclusion of contract Written contractContractConfirmationSales contractSales contractPurchase contractPurchase contractSales confirmationSales confirmationPurchase confirmationPurchase confirmation27课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝CISG Article 29(1) A contract may be modified or terminated by the mere agreement of the parties. (2) A contract in writing which contains a provision requiring any modification or termination by agreement to be in writing may not be otherwise modified or terminated by agreement. However, a party may be precluded by his conduct from asserting such a provision to the extent that the other party has relied on that conduct.Modification and Termination of Contract28课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝出口合同的履行出口合同的履行（以（以（以（以CIFCIF，L/CL/C合同为例）合同为例）合同为例）合同为例）与进口商达成交易与进口商达成交易与进口商达成交易与进口商达成交易备货备货备货备货报验报验报验报验催证、审催证、审催证、审催证、审证、改证证、改证证、改证证、改证托运、报关托运、报关托运、报关托运、报关投保、装船投保、装船投保、装船投保、装船制作制作制作制作结算结算结算结算单据单据单据单据交单交单交单交单结汇结汇结汇结汇出口出口出口出口退税退税退税退税29课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝Implementation（CIF + L/C）CFRFOB+ D/P30课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝进口合同的履行进口合同的履行（以（以（以（以FOBFOB，L/CL/C合同为例）合同为例）合同为例）合同为例）与出口商达成交易与出口商达成交易与出口商达成交易与出口商达成交易租船租船租船租船订舱订舱订舱订舱申请申请申请申请开证开证开证开证投保投保投保投保审单审单审单审单付汇付汇付汇付汇接货接货接货接货报关报关报关报关验收验收验收验收拨交拨交拨交拨交索赔索赔索赔索赔催装催装催装催装31课堂优质广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院广东外语外贸大学经贸学院 张靓芝张靓芝张靓芝张靓芝Implementation（FOB + L/C）CFRCIF+ D/P32课堂优质