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CHAPTER 1: MODES OF 
INTERNATIONAL TRADE 
TRANSACTIONS 
Dinh Khuong Duy 
Faculty of Economics and International Business 
Foreign Trade University 
khuongduy@ftu.edu.vn
MATERIALS 
 Chapter 1, Textbook “International Trade Transactions” 
(Pham Duy Lien, 2012) 
 UN Convention on Contracts for the International Sale of 
Goods; 
 Civil Code (2005); 
 Commercial Law (2005); 
 Law on Tendering (2005); 
 Decree No. 187/2013/NĐ-CP guiding the implementation 
of Commercial Law; 
 Related newspapers and magazines. 
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OVERVIEW ON MODES OF 
INTERNATIONAL TRADE TRANSACTIONS 
Mode of transaction means the method through 
which a transaction is conducted 
No unified classification (unlike trade in services) 
Direct vs. indirect transactions 
Ordinary vs. special transactions 
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OVERVIEW ON MODES OF 
INTERNATIONAL TRADE TRANSACTIONS 
Commercial Law 2005, commercial activities 
include: 
- Sales of goods 
- Provisions of services 
- Trade promotion 
- Commercial intermediary activities 
- Other specific commercial activities: processing, 
auction, bidding, franchising, logistics… 
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OVERVIEW ON MODES OF 
INTERNATIONAL TRADE TRANSACTIONS 
 International sales of goods: 
- Direct import/export 
- Re-exportation 
- Countertrade 
- Import and export through commercial intermediaries 
- Import and export through commodity exchanges 
 Other modes of transaction: 
- International processing 
- International auction 
- International bidding 
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INTERNATIONAL SALES OF GOODS 
 Art.1, CISG 1980: 
- “parties whose places of business are in 
different States” 
- Nationality? 
 Art. 27, Commercial Law 2005: 
- No definition 
- Forms of international sales of goods 
- What element determines “international sales”? 
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INTERNATIONAL SALES OF GOODS 
 Art. 2, CISG 1980, this Convention does not apply to sales: 
- of goods bought for personal, family or household use; 
- by auction; 
- on execution or otherwise by authority of law 
- of stocks, shares, securities, negotiable instruments or money; 
- of ships, vessels, hovercraft or aircraft; 
- of electricity. 
 Art. 3, Commercial Law 2005, goods include: 
- All types of movables, including those to be formed in the future; 
- Things attached to land; 
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INTERNATIONAL SALES OF GOODS 
1. Direct import/export 
1.1. Definition 
Sellers and buyers in different countries territories or 
customs areas directly negotiate and conclude contracts. 
1.2. Features: 
- Most widely-used 
- Conditions: legally allowed to and can conduct the 
transaction without the assistance of third parties 
- Either a complete or part of a commercial activity 
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INTERNATIONAL SALES OF GOODS 
Art. 28, Commercial Law 2005: 
1. Export of goods means the bringing of goods out of the 
territory of the Socialist Republic of Vietnam or into special 
zones in the Vietnamese territory, which are regarded as 
exclusive customs zones according to the provisions of law. 
2. Import of goods means the bringing of goods into the 
territory of the Socialist Republic of Vietnam from foreign 
countries or special zones in the Vietnamese territory, 
which are regarded as exclusive customs zones according to 
the provisions of law. 
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INTERNATIONAL SALES OF GOODS 
CISG 1980 vs. Commercial Law 2005: 
- Civil or commercial sales of goods? 
- Traders? 
Commercial Law 2005, Art. 6 and 16: Traders include 
“lawfully established economic organizations and individuals 
that conduct commercial activities in an independent and 
regular manner and have business registrations.” 
“Foreign traders mean traders established and making their 
business registrations according to the provisions of foreign 
laws or recognized by foreign laws.” 
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INTERNATIONAL SALES OF GOODS 
2. Re-exportation 
2.1. Definition 
Re-exportation is the transaction in which profit is gained by 
exporting the goods in the same state as previously imported. 
2.2. Features 
- Gain more foreign currency than that spent; 
- Goods do not undergo processing; 
- Involve 3 parties (triangular transaction ), 2 separate contracts; 
- Goods of great supply/demand & varying price; 
- Enjoy customs and tax preferences. 
Þ Re-exportation vs. transit of goods? 
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INTERNATIONAL SALES OF GOODS 
2.3. Classification 
2.3.1. Temporary import for re-export 
Money: Goods: 
RE-EXPORT COUNTRY 
(Completion of importing and 
exporting customs procedures) 
EXPORT 
COUNTRY 
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IMPORT 
COUNTRY
INTERNATIONAL SALES OF GOODS 
Art. 29, Commercial Law 2005: 
Temporary import of goods for re-export means the 
bringing of goods into Vietnam from foreign countries 
or special zones locating in the Vietnamese territory, which 
are regarded as exclusive customs zones according to the 
provisions of law, with the completion of the procedures 
for importing such goods into Vietnam, then procedures 
for exporting the same goods out of Vietnam. 
Þ Temporary export for re-import? 
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INTERNATIONAL SALES OF GOODS 
- Re-export goods must carry out both import and 
export customs procedures; 
- Re-export goods cannot be retained in Vietnam 
territory for more than 60 days. 
- Traders can request to prolong (no more than 2 times, 
no more than 30 days each tim); 
- Import tax collected when temporarily imported and 
refunded when re-exported 
Þ See more at Chapter 3, Decree 187/2013/ND-CP. 
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INTERNATIONAL SALES OF GOODS 
2.3.2. Transfer of goods through border-gates 
Art. 30, Commercial Law 2005: 
Transfer of goods through border-gates means 
purchase of goods from a country or territory for sale 
to another country or territory outside the Vietnamese 
territory without carrying out the procedures for 
importing such goods into Vietnam and the 
procedures for exporting such goods out of Vietnam. 
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INTERNATIONAL SALES OF GOODS 
Forms of transfer of goods through border-gates: 
a. Goods are transported directly from the export to the 
import country without going through VN border-gates; 
Þ No customs procedures. 
b. Goods are transported from the export to the import 
country through Vietnamese border-gates without carrying 
out the procedures for importing them into Vietnam and the 
procedures for exporting them out of Vietnam; 
Þ Goods have to undergo customs control until being actually 
re-exported. 
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INTERNATIONAL SALES OF GOODS 
c. Goods are transported from the export to the import country 
through VN border-gates and brought into bonded warehouses 
or areas for trans-shipment of goods at VN ports without 
carrying out the procedures for importing them into VN and the 
procedures for exporting them out of VN. 
Þ Carry out customs procedures to bring the goods into and out of 
bonded warehouses, areas for trans-shipment of goods. 
Note: 
(a) is considered to be “open” while (b) and (c) are “secret”. 
Þ What do the re-exporters want to keep secret? 
Þ Can origin of goods be changed legally? 
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INTERNATIONAL SALES OF GOODS 
2.4. Implementation of re-exportation transaction 
- Sign contracts: 2 separate contracts with intimate linkage; 
- Measures to assure the implementation: Deposit, penalty, 
back-to-back L/C. 
EXPORTER IMPORTER 
RE-EXPORTER 
ORIGINAL L/C 
BACK TO BACK L/C 
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INTERNATIONAL SALES OF GOODS 
3. Countertrade 
3.1. Definition 
- Counter-trade includes transactions with a linkage 
between the export and the import of goods or services 
in addition to, or in place of, financial settlements. 
- Counter-trade means exchanging goods or services which 
are paid for, in whole or part, with other goods or 
services, rather than with money. However, monetary 
valuation can be used for accounting purposes. 
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INTERNATIONAL SALES OF GOODS 
3.2. Features 
- Exporter is also importer; 
Þ Similar to re-exportation? 
- Counter-traders care more about use value (worth) 
than exchange value (value) of goods; 
- Money is mainly used for calculation purpose; 
- Require balance in use value, exchange value, weight, 
delivery terms… 
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INTERNATIONAL SALES OF GOODS 
3.3. Reasons for development 
- Lack of money, lack of faith in money, lack of acceptability of 
money as an exchange medium; 
- Maintain positive balance of trade, reduce trade imbalances 
(commodity that is being bought is equaled with that being 
sold); 
- Gain competitive advantage over other nations/ companies 
selling or trading the same products: 
+ A mechanism to gain entry into new markets; 
+ Providing counter-trade services helps traders differentiate their 
products from competitors’. 
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INTERNATIONAL SALES OF GOODS 
3.4. Classification 
No unified classification 
- Barter 
- Offset 
- Compensation 
- Counter-purchase 
- Buyback 
- Switch trading 
Þ http://www.witiger.com/internationalbusiness/countertrade.htm 
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INTERNATIONAL SALES OF GOODS 
Barter: Exchange of goods or services directly for other 
goods or services without the use of money as means of 
purchase or payment. 
Ex.: Trade relationship between China and Thailand where 
fruits are traded by Thailand for buses made by China. 
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INTERNATIONAL SALES OF GOODS 
Offset: The agreement by one country to buy a product from 
another, subject to the purchase of some or all components 
and raw materials from the buyer, or the assembly of such 
product in the buyer’s country. 
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INTERNATIONAL SALES OF GOODS 
Counter-purchase: Sale of goods/services to another country 
with the commitment to make a future purchase of specific 
products from that country. 
Ex.: The trade between Congo and China where computers 
are traded for the supply of metals. 
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INTERNATIONAL SALES OF GOODS 
Buyback: Suppliers of capital, plant, equipment agree to be 
paid by the future output of the investment concerned. 
Ex.: Japan sets up an automobile factory in Laos. They take 
part of the total output as they have set up the industry, 
provided technology & training. 
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INTERNATIONAL SALES OF GOODS 
Switch trading: One country sells to another its obligation to 
make a purchase in a given country 
Ex.: Brazil has a trade surplus with Poland. Then, UK’s 
exports to Brazil could be financed from the sale of Polish 
goods to the UK or elsewhere. 
Surplus Country 
Third Country 
(Export to SC) 
Deficit Country 
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INTERNATIONAL SALES OF GOODS 
4. Import/Export Through Intermediary 
4.1. Definition 
Mode of transaction in which the relationship between 
the seller and the buyer is established through a third 
party – the commercial intermediary. 
Art. 3, Commercial Law 2005: 
“Commercial intermediary activities mean activities 
carried out by a trader to effect commercial transactions 
for one or several identified traders […].” 
Þ Commercial intermediaries are traders who carry out 
commercial intermediary activities. 
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INTERNATIONAL SALES OF GOODS 
4.2. Features 
- Commercial intermediaries connect sellers and 
buyers; producers and consumers; 
- Commercial intermediaries work under entrustment; 
- Commercial intermediaries and traders who entrust 
them are interdependent; 
- Profit is shared between commercial intermediaries 
traders who entrust them. 
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INTERNATIONAL SALES OF GOODS 
 Advantages 
- Increase sales and reduce risks in newly penetrated markets; 
- Save direct investment and transport cost; 
- Take advantages of intermediaries’ services; 
 Disadvantages 
- Lose direct contact with the market; 
- Share profit with intermediaries; 
- Take risk if wrongly choose bad intermediaries; 
- Intermediaries may have so many requirements. 
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INTERNATIONAL SALES OF GOODS 
 Usage 
- Penetrate into a new market; 
- Introduce new products; 
- Required by market practice; 
- Establishment of trade relationship is restricted by political, 
diplomatic reasons; 
 Requirements to become commercial intermediaries 
- Lawful traders operate in registered fields; 
- Meet certain requirements of the relevant field. 
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INTERNATIONAL SALES OF GOODS 
4.3. Classification 
- International 
+ Brokerage 
+ Agency 
- Vietnam 
Art. 3, Commercial Law 2005: 
+ Representation of traders 
+ Commercial brokerage 
+ Goods sale or purchase entrustment 
+ Commercial agency 
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INTERNATIONAL SALES OF GOODS 
4.3.1. Brokerage 
4.3.1.1. Definition 
Art. 150, Commercial Law 2005: 
Brokerage is a commercial activity in which a 
trader acts as an intermediary (the broker) 
between parties selling and purchasing goods or 
providing services (the principals) in the course of 
negotiations and entering into contracts for sale and 
purchase of goods or provision of services and shall 
be remunerated under a brokerage contract. 
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INTERNATIONAL SALES OF GOODS 
4.3.1.2. Features 
- Brokers are not representatives of principals; 
- Brokers do not sign contracts and take part in the 
performance of contracts between principals, except 
when authorized by the principals 
Þ Representation of traders? 
- Brokers are responsible for the legal status, but not for the 
solvency, of the principals; 
- Brokers often operate under short-term authorization for 
each single transaction. 
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INTERNATIONAL SALES OF GOODS 
4.3.2. Agency 
4.3.2.1. Definition 
a. EU law 
Agents are self-employed intermediaries who have 
continuing authority to negotiate the sale and purchase 
of goods on behalf of the principals, or to negotiate 
and conclude the contracts for sale and purchase of 
goods on behalf of and in the name of the principals. 
Þ Representation of traders in VN Law. 
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INTERNATIONAL SALES OF GOODS 
b. Vietnam law 
Art. 166, Commercial Law 2005: 
Commercial agency means a commercial activity 
whereby the principal and the agent agree that the 
agent, in its own name, sells or purchases goods 
for the principal or provides services of the 
principal to customers for remuneration. 
Þ Goods sale or purchase entrustment? 
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INTERNATIONAL SALES OF GOODS 
4.3.2.2. Features 
- Agents may sign and carry out contracts; 
- Agents often operate under long-term authorization; 
- “The principal is the owner of goods or money 
delivered to the agent” (Art. 170, CL 2005) 
Þ Brokerage vs. Agency 
Þ Self-reading: http://www.ecolaw.vn/vi/node/253 
http://luatsuquangthai.vn/thong-tin-luat-hop-dong/cac-hinh-thuc-09/29/14 Dinh Khuong Duy 37
INTERNATIONAL SALES OF GOODS 
4.5.2.3. Types of agents 
- “Mandatory agent”: Operate under the principal’s name 
and costs. 
- “Commission agent”: Operate under his own name and 
the principal’s costs; 
- “Merchant agent”: Operate under his own name and 
costs. 
Þ Similar to which type of commercial intermediary in 
Vietnam Commercial Law? 
Þ Mandatory agent can sign the contract under his name? 
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INTERNATIONAL SALES OF GOODS 
5. Import/Export through the Commodity Exchange 
5.1. Definition 
Art. 6, Decree 158/2006/NĐ-CP: 
- Commodity Exchange is a legal entity, established and 
operate as a limited liability company or joint-stock 
company, according to the provisions of the Enterprise 
Law 
Þ Commodity Exchange is a special market at which, 
through intermediaries nominated by the Commodity 
Exchange, traders purchase and sell generic goods of 
large volume and of interchangeable quality. 
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INTERNATIONAL SALES OF GOODS 
Art. 63, Commercial Law 2005: 
“[…] commercial activities whereby the parties agree 
to purchase and sell a defined quantity of goods of a 
defined type through the Commodity Exchange 
under the standards of the Commodity Exchange, at 
a price agreed upon at the time the contract is entered 
into, and with the time of goods delivery determined 
to be a specific point of time in the future.” 
Þ Does the definition cover all the transactions? 
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INTERNATIONAL SALES OF GOODS 
5.2. Features 
- Transactions are conducted at specific time and place; 
- Goods: generic, large volume, commercially interchangeable; 
- Transactions are conducted by brokers nominated by the 
Commodity Exchange; 
- Purchase and sale goods must follow the Commodity Exchange’s 
requirements and standards; 
- Goods Exchange connects supply and demand of a certain 
product, at a certain time and in a certain area, therefore, shows 
the fluctuation of price; 
- Most of the transactions are “short-sale” ones. 
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INTERNATIONAL SALES OF GOODS 
5.3. Classification 
- International: 
+ Spot transaction 
+ Forward transaction 
+ Hedging transaction 
+ Option transaction 
- Vietnam: 
Art. 64, Commercial Law 2005: 
Contracts for purchase and sale of goods through the C.E 
include forward contracts and option contracts. 
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INTERNATIONAL SALES OF GOODS 
5.3.1. Spot transaction 
- In a spot transaction, delivery and payment are made at 
the moment of signing contract 
- Price is called “spot price” or “spot quotation” 
- This type of transaction accounts for about 10% 
5.3.2. Forward Transaction 
- In a forward transaction, price is agreed at the moment of 
signing contract, but the delivery and payment are carried 
out after a certain period of time. Forward transaction 
allows traders to benefit from the change in price. 
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INTERNATIONAL SALES OF GOODS 
- Forward transactions are mainly “short-sale” ones, conducted 
by speculators; 
- Bull speculator: Always anticipates a rise in the price (the buyer); 
- Bear speculator: Always anticipates a fall in the price (the seller; 
- Traders can flexibly postpone purchasing or buying by paying 
offset to the other party; 
- Clearing House’s role in forward transaction: the seller and the 
buyer negotiate the contract, but fulfil their obligations through 
the Clearing House. 
Þ Futures Contract and Forward Contract? 
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INTERNATIONAL SALES OF GOODS 
 Example: 
- January 1st: The seller and the buyer sign a contract for 
sale of 1000 MT of goods X, at the price of USD 
500/MT; delivery shall be made 1 month later. 
- February 1st: The market price of X falls to USD 
400/MT. 
Þ The seller (bull) gains USD 100,000; 
Þ The buyer (bear) loses USD 100,000; 
Þ The buyer may choose to receive the goods or pay the 
purchase offset of USD 100,000 to the seller through 
Clearing House. 
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INTERNATIONAL SALES OF GOODS 
5.3.3. Hedging transaction 
- In a hedging transaction, traders conduct “short-sale” 
transactions at the Commodity Exchange beside actual 
transactions in the real market to avoid risks caused by the 
fluctuation of price; 
- Hedging is a self-insurance measurement, and itself does 
not help traders gain profit; 
- When conducting hedging transaction, a trader must 
choose a proper strategy based on his information on 
prices, costs... 
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INTERNATIONAL SALES OF GOODS 
 Example 1: 
- January 1st: Mr. Smith signs a contract in the real market, agreeing to 
sell the consignment X one month later. His expected price is USD 
500/MT; 
- To avoid a fall in price in the future, Mr. Smith at the same 
time sells the consignment through the C.E at the price of 
USD 500/MT; 
- February 1st: The price of X falls to USD 400/MT. 
Þ He loses USD 100/MT in the real market (the actual price is 
lower than his expectation); 
Þ He gains USD100/MT in his “short-sale” at the C.E. 
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INTERNATIONAL SALES OF GOODS 
 Example 2: 
- January 1st: Mrs. Smith signs a contract in the real market, 
agreeing to deliver the consignment X one month later at the 
fixed price of USD 500/MT. 
- As Mrs. Smith has not had the goods yet, she has to collect it 
(buy) in the real market. At the same time she buys a similar 
consignment through the C.E at USD 500/MT. 
- February 1st: The price of X rises to USD 600/MT. 
Þ She loses USD 100/MT in the real market (the cost for 
collecting is higher than the contract price); 
Þ She gains USD 100/MT in her transaction at the C.E. 
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INTERNATIONAL SALES OF GOODS 
5.3.4. Option transaction 
Art. 64, Commercial Law 2005: 
Call option or put option contract means an agreement 
whereby the purchaser has the right to purchase or sell a 
specific goods at a pre-fixed price level (executed price) and 
must pay a certain sum of money to buy this right (option 
money). The option purchaser may opt to effect or not to 
effect such purchase or sale of goods. 
Þ The trader actually buys the right to effect the transaction; he 
has no obligation to effect it. 
Þ In any case, he always loses the option fee. 
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INTERNATIONAL PROCESSING 
1. Definition 
Art. 178, Commercial Law 2005: 
Commercial processing means a commercial activity 
whereby a processor uses part or whole of raw materials 
and materials supplied by the processee to perform one or 
several stages of the production process at the latter's 
request in order to receive remuneration. 
International processing: 
- Processor and processee: in different countries/customs 
areas; 
- Materials, semi-products, products: across border. 
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INTERNATIONAL PROCESSING 
Þ International processing is a commercial activity in which 
one party (the processor) imports materials, semi-products 
from the other party (the processee) to process into 
complete products, return them to the processee and 
receive remuneration (processing fee). 
2. Features 
- Remuneration is proportional to labour power; 
- Ownership of materials, semi-products often belongs to 
the processee; 
- Enjoy tax and customs preference. 
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INTERNATIONAL PROCESSING 
3. Classification 
3.1. In terms of material ownership 
3.1.1. Provide materials, return products 
- The processee provides the processor with materials/semi-products; 
- After the processing period, the processor shall return 
products and gets remuneration; 
- During the processing period, the ownership of material 
still belongs to the processee. 
Þ Ownership: possession, use, and disposal. 
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INTERNATIONAL PROCESSING 
3.1.2. Buy materials, sell products 
a. Materials from the procesee 
- The processee sells materials to the processor; 
- After the processing period, the processor sells products to 
the processee; 
- In each step, payment is actually arranged => considered to be 2 
separate contracts; 
- Ownership is considered to pass from the processee to the 
processor; 
- Unless otherwise stipulated, the procesee still holds the right 
to control complete products. 
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INTERNATIONAL PROCESSING 
b. Materials from other sources 
- The procesee provides samples and assissts the processor 
with technical equipments/documents; 
- The processor independently prepare materials (import 
from the processee or not); 
- After the processing period, the processor sells complete 
products to the processee; 
Þ The contract often stipulates that the processee is 
responsible for the consumption of the complete products. 
Þ (a) and (b) are often combined. 
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INTERNATIONAL PROCESSING 
3.2. In terms of processing pricing 
- Cost plus pricing: The processor will remunerate all 
reasonable costs and the processing fee; 
- Target pricing: A target price is defined for each complete 
item, which includes target cost and target processing fee; 
- Examples of processing pricing: 
+ CMT: Cutting, Making, Trimming 
+ CMP: Cutting, Making, Packing 
+ CMQ: Cutting, Making, Quota 
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INTERNATIONAL PROCESSING 
3.3. In terms of number of parties involved 
- Two-party processing: Simple processing 
- Multi-party processing: Transitional processing 
+ Processee: Only one company; 
+ Processor: Several companies. Products of the 1st phase 
become materials for the 2nd phase. 
Art. 33, Decree 187/2013/ND-CP, : 
Processed products under a processing contract in one phase 
shall, under the instructions of the supplier, be provided for 
the purpose of the processing contract of the following phase. 
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INTERNATIONAL AUCTION 
1. Definition 
Commercial Law 2005, Art. 185: 
Auction of goods means a commercial activity whereby 
sellers themselves conduct or hire auction organizers to 
conduct public sale of goods to select purchasers that offer 
the highest price. 
International auction: 
- Sellers and buyers: different countries/ customs areas; 
- Products: move across border. 
Þ Note: Role of price in auction transaction. 
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INTERNATIONAL AUCTION 
2. Features 
- Publicly organized at a definite time and place; 
- Buyers are allowed to check before buying and free to compete 
- Auction organizer: the seller or a trader who is mandated by 
the seller 
- Goods: Often of great value, precious and rare; difficult to 
standardize; 
- Seller dominate the transaction: single seller, many buyers. 
Þ Can goods in need of liquidation be auctioned? 
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INTERNATIONAL AUCTION 
3. Classification 
3.1. In terms of auction purpose 
- Business auction 
- Non-business auction 
3.2. In terms of organizing method 
- Voiced auction: 
+ Upward bidding (English auction): Participants bid openly against 
one another, each subsequent bid higher than the previous bid; 
+ Downward bidding (Dutch auction): The auctioneer begins with a 
high price which is lowered until a participant is willing to accept 
the auctioneer's price; 
- Voiceless auction: A variant of the English auction in which bids 
are written on a sheet of paper. 
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INTERNATIONAL AUCTION 
4. Steps to organize auction 
Step 1: Preparation 
- Sign an organizing contract 
- Prepare auctioned goods 
- Prepare auction regulations 
- Publicize information 
Step 2: Displaying auctioned goods 
Step 3: Conducting the auction 
Step 4: Drafting auction documents 
Þ Self-reading: Commercial Law 2005, Chapter VI, Section 2 
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INTERNATIONAL BIDDING 
1. Definition 
Art. 214, Commercial Law 2005: 
Bidding for goods or services means a commercial activity 
whereby a party purchases goods or services through bidding 
(referred to as bid solicitor) in order to select, among traders 
participating in the bidding (referred to as bidders), a trader 
that satisfies the requirements set forth by the bid solicitor and 
is selected to enter into and perform a contract (referred to as 
bid winner). 
Art.4, Bidding Law 2005: 
International bidding means the process of selecting 
contractors that satisfy the requirements of bid solicitors, with 
participation of both foreign and domestic contractors. 
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INTERNATIONAL BIDDING 
2. Features 
- Applied for both goods and services; 
- Bidding packages are often of great value; 
- Bid solicitors: investors or organizations fully capable and 
experienced, and employed by investors to organize biddings. 
- Bounded by regulations of capital loan and use; 
- Buyers dominates the transaction: One buyer vs. many 
sellers/suppliers 
Þ Role of price in bidding transaction. 
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INTERNATIONAL BIDDING 
3. Types of bidding 
3.1. In terms of number of bidders 
- Open bidding: The number of participating bidders is not limited (with 
or without pre-qualification) 
- Restrictive bidding: 
+ At the request of foreign donors of capital sources; 
+ For particular technical requirements; 
+ At least 5 contractors identified as fully capable and experienced must 
be invited; 
- Appointment of contractors: Force majeure, at the request of foreign 
donors; urgent projects for national interests, the requirement of 
compatibility. 
Þ Self reading: Bidding Law 2005, Art. 18, 19, 20. 
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INTERNATIONAL BIDDING 
3.2. In terms of organizing method 
- One-stage bidding: 
+ one-dossier-bag: technical & financial proposals; 
+ two-dossier-bag: technical & financial proposals separately 
submitted; 
- Two-stage bidding: 
+ Stage 1: Bidders shall submit technical proposals and 
financial plans without bidding prices; 
+ Stage 2: Based on the bidding dossiers for 2nd stage, bidders 
that have participated in the 1st stage shall be invited to 
submit bids for the 2nd stage, which shall cover technical 
proposals and financial proposals, including bidding prices. 
09/29/14 Dinh Khuong Duy 64
INTERNATIONAL BIDDING 
3.3. In terms of bidding object 
- Goods procurement bidding; 
- Service provision bidding; 
3.4. In terms of forms of contract 
- Package contracts: quantity/volume has already been clearly 
defined 
- Unit price-based contracts: quantity/volume cannot be exactly 
defined. 
- Time-based contract: complicated research, design consultancy, 
construction supervision, training or refresher training 
- Percentage-based contracts: common and simple consultancy 
09/29/14 Dinh Khuong Duy 65
INTERNATIONAL BIDDING 
4. Steps to organize bidding 
- Preparing bidding 
- Pre-qualifying 
- Guiding, explaining to bidders 
- Receipt of bidding dossier 
- Opening bids 
- Inspecting and assessing bidding plans 
- Classifying and selecting bidder 
- Informing results and signing contracts 
- Bid winner submits deposit or contract performance security 
measurements 
Þ Self reading: Chapter III, Bidding Law 2005. 
09/29/14 Dinh Khuong Duy 66
THE END 
THANK YOU FOR YOUR ATTENTION! 
09/29/14 Dinh Khuong Duy 67

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Chapter 1 modes of international trade transactions

  • 1. CHAPTER 1: MODES OF INTERNATIONAL TRADE TRANSACTIONS Dinh Khuong Duy Faculty of Economics and International Business Foreign Trade University khuongduy@ftu.edu.vn
  • 2. MATERIALS  Chapter 1, Textbook “International Trade Transactions” (Pham Duy Lien, 2012)  UN Convention on Contracts for the International Sale of Goods;  Civil Code (2005);  Commercial Law (2005);  Law on Tendering (2005);  Decree No. 187/2013/NĐ-CP guiding the implementation of Commercial Law;  Related newspapers and magazines. 09/29/14 Dinh Khuong Duy 2
  • 3. OVERVIEW ON MODES OF INTERNATIONAL TRADE TRANSACTIONS Mode of transaction means the method through which a transaction is conducted No unified classification (unlike trade in services) Direct vs. indirect transactions Ordinary vs. special transactions 09/29/14 Dinh Khuong Duy 3
  • 4. OVERVIEW ON MODES OF INTERNATIONAL TRADE TRANSACTIONS Commercial Law 2005, commercial activities include: - Sales of goods - Provisions of services - Trade promotion - Commercial intermediary activities - Other specific commercial activities: processing, auction, bidding, franchising, logistics… 09/29/14 Dinh Khuong Duy 4
  • 5. OVERVIEW ON MODES OF INTERNATIONAL TRADE TRANSACTIONS  International sales of goods: - Direct import/export - Re-exportation - Countertrade - Import and export through commercial intermediaries - Import and export through commodity exchanges  Other modes of transaction: - International processing - International auction - International bidding 09/29/14 Dinh Khuong Duy 5
  • 6. INTERNATIONAL SALES OF GOODS  Art.1, CISG 1980: - “parties whose places of business are in different States” - Nationality?  Art. 27, Commercial Law 2005: - No definition - Forms of international sales of goods - What element determines “international sales”? 09/29/14 Dinh Khuong Duy 6
  • 7. INTERNATIONAL SALES OF GOODS  Art. 2, CISG 1980, this Convention does not apply to sales: - of goods bought for personal, family or household use; - by auction; - on execution or otherwise by authority of law - of stocks, shares, securities, negotiable instruments or money; - of ships, vessels, hovercraft or aircraft; - of electricity.  Art. 3, Commercial Law 2005, goods include: - All types of movables, including those to be formed in the future; - Things attached to land; 09/29/14 Dinh Khuong Duy 7
  • 8. INTERNATIONAL SALES OF GOODS 1. Direct import/export 1.1. Definition Sellers and buyers in different countries territories or customs areas directly negotiate and conclude contracts. 1.2. Features: - Most widely-used - Conditions: legally allowed to and can conduct the transaction without the assistance of third parties - Either a complete or part of a commercial activity 09/29/14 Dinh Khuong Duy 8
  • 9. INTERNATIONAL SALES OF GOODS Art. 28, Commercial Law 2005: 1. Export of goods means the bringing of goods out of the territory of the Socialist Republic of Vietnam or into special zones in the Vietnamese territory, which are regarded as exclusive customs zones according to the provisions of law. 2. Import of goods means the bringing of goods into the territory of the Socialist Republic of Vietnam from foreign countries or special zones in the Vietnamese territory, which are regarded as exclusive customs zones according to the provisions of law. 09/29/14 Dinh Khuong Duy 9
  • 10. INTERNATIONAL SALES OF GOODS CISG 1980 vs. Commercial Law 2005: - Civil or commercial sales of goods? - Traders? Commercial Law 2005, Art. 6 and 16: Traders include “lawfully established economic organizations and individuals that conduct commercial activities in an independent and regular manner and have business registrations.” “Foreign traders mean traders established and making their business registrations according to the provisions of foreign laws or recognized by foreign laws.” 09/29/14 Dinh Khuong Duy 10
  • 11. INTERNATIONAL SALES OF GOODS 2. Re-exportation 2.1. Definition Re-exportation is the transaction in which profit is gained by exporting the goods in the same state as previously imported. 2.2. Features - Gain more foreign currency than that spent; - Goods do not undergo processing; - Involve 3 parties (triangular transaction ), 2 separate contracts; - Goods of great supply/demand & varying price; - Enjoy customs and tax preferences. Þ Re-exportation vs. transit of goods? 09/29/14 Dinh Khuong Duy 11
  • 12. INTERNATIONAL SALES OF GOODS 2.3. Classification 2.3.1. Temporary import for re-export Money: Goods: RE-EXPORT COUNTRY (Completion of importing and exporting customs procedures) EXPORT COUNTRY 09/29/14 Dinh Khuong Duy 12 IMPORT COUNTRY
  • 13. INTERNATIONAL SALES OF GOODS Art. 29, Commercial Law 2005: Temporary import of goods for re-export means the bringing of goods into Vietnam from foreign countries or special zones locating in the Vietnamese territory, which are regarded as exclusive customs zones according to the provisions of law, with the completion of the procedures for importing such goods into Vietnam, then procedures for exporting the same goods out of Vietnam. Þ Temporary export for re-import? 09/29/14 Dinh Khuong Duy 13
  • 14. INTERNATIONAL SALES OF GOODS - Re-export goods must carry out both import and export customs procedures; - Re-export goods cannot be retained in Vietnam territory for more than 60 days. - Traders can request to prolong (no more than 2 times, no more than 30 days each tim); - Import tax collected when temporarily imported and refunded when re-exported Þ See more at Chapter 3, Decree 187/2013/ND-CP. 09/29/14 Dinh Khuong Duy 14
  • 15. INTERNATIONAL SALES OF GOODS 2.3.2. Transfer of goods through border-gates Art. 30, Commercial Law 2005: Transfer of goods through border-gates means purchase of goods from a country or territory for sale to another country or territory outside the Vietnamese territory without carrying out the procedures for importing such goods into Vietnam and the procedures for exporting such goods out of Vietnam. 09/29/14 Dinh Khuong Duy 15
  • 16. INTERNATIONAL SALES OF GOODS Forms of transfer of goods through border-gates: a. Goods are transported directly from the export to the import country without going through VN border-gates; Þ No customs procedures. b. Goods are transported from the export to the import country through Vietnamese border-gates without carrying out the procedures for importing them into Vietnam and the procedures for exporting them out of Vietnam; Þ Goods have to undergo customs control until being actually re-exported. 09/29/14 Dinh Khuong Duy 16
  • 17. INTERNATIONAL SALES OF GOODS c. Goods are transported from the export to the import country through VN border-gates and brought into bonded warehouses or areas for trans-shipment of goods at VN ports without carrying out the procedures for importing them into VN and the procedures for exporting them out of VN. Þ Carry out customs procedures to bring the goods into and out of bonded warehouses, areas for trans-shipment of goods. Note: (a) is considered to be “open” while (b) and (c) are “secret”. Þ What do the re-exporters want to keep secret? Þ Can origin of goods be changed legally? 09/29/14 Dinh Khuong Duy 17
  • 18. INTERNATIONAL SALES OF GOODS 2.4. Implementation of re-exportation transaction - Sign contracts: 2 separate contracts with intimate linkage; - Measures to assure the implementation: Deposit, penalty, back-to-back L/C. EXPORTER IMPORTER RE-EXPORTER ORIGINAL L/C BACK TO BACK L/C 09/29/14 Dinh Khuong Duy 18
  • 19. INTERNATIONAL SALES OF GOODS 3. Countertrade 3.1. Definition - Counter-trade includes transactions with a linkage between the export and the import of goods or services in addition to, or in place of, financial settlements. - Counter-trade means exchanging goods or services which are paid for, in whole or part, with other goods or services, rather than with money. However, monetary valuation can be used for accounting purposes. 09/29/14 Dinh Khuong Duy 19
  • 20. INTERNATIONAL SALES OF GOODS 3.2. Features - Exporter is also importer; Þ Similar to re-exportation? - Counter-traders care more about use value (worth) than exchange value (value) of goods; - Money is mainly used for calculation purpose; - Require balance in use value, exchange value, weight, delivery terms… 09/29/14 Dinh Khuong Duy 20
  • 21. INTERNATIONAL SALES OF GOODS 3.3. Reasons for development - Lack of money, lack of faith in money, lack of acceptability of money as an exchange medium; - Maintain positive balance of trade, reduce trade imbalances (commodity that is being bought is equaled with that being sold); - Gain competitive advantage over other nations/ companies selling or trading the same products: + A mechanism to gain entry into new markets; + Providing counter-trade services helps traders differentiate their products from competitors’. 09/29/14 Dinh Khuong Duy 21
  • 22. INTERNATIONAL SALES OF GOODS 3.4. Classification No unified classification - Barter - Offset - Compensation - Counter-purchase - Buyback - Switch trading Þ http://www.witiger.com/internationalbusiness/countertrade.htm 09/29/14 Dinh Khuong Duy 22
  • 23. INTERNATIONAL SALES OF GOODS Barter: Exchange of goods or services directly for other goods or services without the use of money as means of purchase or payment. Ex.: Trade relationship between China and Thailand where fruits are traded by Thailand for buses made by China. 09/29/14 Dinh Khuong Duy 23
  • 24. INTERNATIONAL SALES OF GOODS Offset: The agreement by one country to buy a product from another, subject to the purchase of some or all components and raw materials from the buyer, or the assembly of such product in the buyer’s country. 09/29/14 Dinh Khuong Duy 24
  • 25. INTERNATIONAL SALES OF GOODS Counter-purchase: Sale of goods/services to another country with the commitment to make a future purchase of specific products from that country. Ex.: The trade between Congo and China where computers are traded for the supply of metals. 09/29/14 Dinh Khuong Duy 25
  • 26. INTERNATIONAL SALES OF GOODS Buyback: Suppliers of capital, plant, equipment agree to be paid by the future output of the investment concerned. Ex.: Japan sets up an automobile factory in Laos. They take part of the total output as they have set up the industry, provided technology & training. 09/29/14 Dinh Khuong Duy 26
  • 27. INTERNATIONAL SALES OF GOODS Switch trading: One country sells to another its obligation to make a purchase in a given country Ex.: Brazil has a trade surplus with Poland. Then, UK’s exports to Brazil could be financed from the sale of Polish goods to the UK or elsewhere. Surplus Country Third Country (Export to SC) Deficit Country 09/29/14 Dinh Khuong Duy 27
  • 28. INTERNATIONAL SALES OF GOODS 4. Import/Export Through Intermediary 4.1. Definition Mode of transaction in which the relationship between the seller and the buyer is established through a third party – the commercial intermediary. Art. 3, Commercial Law 2005: “Commercial intermediary activities mean activities carried out by a trader to effect commercial transactions for one or several identified traders […].” Þ Commercial intermediaries are traders who carry out commercial intermediary activities. 09/29/14 Dinh Khuong Duy 28
  • 29. INTERNATIONAL SALES OF GOODS 4.2. Features - Commercial intermediaries connect sellers and buyers; producers and consumers; - Commercial intermediaries work under entrustment; - Commercial intermediaries and traders who entrust them are interdependent; - Profit is shared between commercial intermediaries traders who entrust them. 09/29/14 Dinh Khuong Duy 29
  • 30. INTERNATIONAL SALES OF GOODS  Advantages - Increase sales and reduce risks in newly penetrated markets; - Save direct investment and transport cost; - Take advantages of intermediaries’ services;  Disadvantages - Lose direct contact with the market; - Share profit with intermediaries; - Take risk if wrongly choose bad intermediaries; - Intermediaries may have so many requirements. 09/29/14 Dinh Khuong Duy 30
  • 31. INTERNATIONAL SALES OF GOODS  Usage - Penetrate into a new market; - Introduce new products; - Required by market practice; - Establishment of trade relationship is restricted by political, diplomatic reasons;  Requirements to become commercial intermediaries - Lawful traders operate in registered fields; - Meet certain requirements of the relevant field. 09/29/14 Dinh Khuong Duy 31
  • 32. INTERNATIONAL SALES OF GOODS 4.3. Classification - International + Brokerage + Agency - Vietnam Art. 3, Commercial Law 2005: + Representation of traders + Commercial brokerage + Goods sale or purchase entrustment + Commercial agency 09/29/14 Dinh Khuong Duy 32
  • 33. INTERNATIONAL SALES OF GOODS 4.3.1. Brokerage 4.3.1.1. Definition Art. 150, Commercial Law 2005: Brokerage is a commercial activity in which a trader acts as an intermediary (the broker) between parties selling and purchasing goods or providing services (the principals) in the course of negotiations and entering into contracts for sale and purchase of goods or provision of services and shall be remunerated under a brokerage contract. 09/29/14 Dinh Khuong Duy 33
  • 34. INTERNATIONAL SALES OF GOODS 4.3.1.2. Features - Brokers are not representatives of principals; - Brokers do not sign contracts and take part in the performance of contracts between principals, except when authorized by the principals Þ Representation of traders? - Brokers are responsible for the legal status, but not for the solvency, of the principals; - Brokers often operate under short-term authorization for each single transaction. 09/29/14 Dinh Khuong Duy 34
  • 35. INTERNATIONAL SALES OF GOODS 4.3.2. Agency 4.3.2.1. Definition a. EU law Agents are self-employed intermediaries who have continuing authority to negotiate the sale and purchase of goods on behalf of the principals, or to negotiate and conclude the contracts for sale and purchase of goods on behalf of and in the name of the principals. Þ Representation of traders in VN Law. 09/29/14 Dinh Khuong Duy 35
  • 36. INTERNATIONAL SALES OF GOODS b. Vietnam law Art. 166, Commercial Law 2005: Commercial agency means a commercial activity whereby the principal and the agent agree that the agent, in its own name, sells or purchases goods for the principal or provides services of the principal to customers for remuneration. Þ Goods sale or purchase entrustment? 09/29/14 Dinh Khuong Duy 36
  • 37. INTERNATIONAL SALES OF GOODS 4.3.2.2. Features - Agents may sign and carry out contracts; - Agents often operate under long-term authorization; - “The principal is the owner of goods or money delivered to the agent” (Art. 170, CL 2005) Þ Brokerage vs. Agency Þ Self-reading: http://www.ecolaw.vn/vi/node/253 http://luatsuquangthai.vn/thong-tin-luat-hop-dong/cac-hinh-thuc-09/29/14 Dinh Khuong Duy 37
  • 38. INTERNATIONAL SALES OF GOODS 4.5.2.3. Types of agents - “Mandatory agent”: Operate under the principal’s name and costs. - “Commission agent”: Operate under his own name and the principal’s costs; - “Merchant agent”: Operate under his own name and costs. Þ Similar to which type of commercial intermediary in Vietnam Commercial Law? Þ Mandatory agent can sign the contract under his name? 09/29/14 Dinh Khuong Duy 38
  • 39. INTERNATIONAL SALES OF GOODS 5. Import/Export through the Commodity Exchange 5.1. Definition Art. 6, Decree 158/2006/NĐ-CP: - Commodity Exchange is a legal entity, established and operate as a limited liability company or joint-stock company, according to the provisions of the Enterprise Law Þ Commodity Exchange is a special market at which, through intermediaries nominated by the Commodity Exchange, traders purchase and sell generic goods of large volume and of interchangeable quality. 09/29/14 Dinh Khuong Duy 39
  • 40. INTERNATIONAL SALES OF GOODS Art. 63, Commercial Law 2005: “[…] commercial activities whereby the parties agree to purchase and sell a defined quantity of goods of a defined type through the Commodity Exchange under the standards of the Commodity Exchange, at a price agreed upon at the time the contract is entered into, and with the time of goods delivery determined to be a specific point of time in the future.” Þ Does the definition cover all the transactions? 09/29/14 Dinh Khuong Duy 40
  • 41. INTERNATIONAL SALES OF GOODS 5.2. Features - Transactions are conducted at specific time and place; - Goods: generic, large volume, commercially interchangeable; - Transactions are conducted by brokers nominated by the Commodity Exchange; - Purchase and sale goods must follow the Commodity Exchange’s requirements and standards; - Goods Exchange connects supply and demand of a certain product, at a certain time and in a certain area, therefore, shows the fluctuation of price; - Most of the transactions are “short-sale” ones. 09/29/14 Dinh Khuong Duy 41
  • 42. INTERNATIONAL SALES OF GOODS 5.3. Classification - International: + Spot transaction + Forward transaction + Hedging transaction + Option transaction - Vietnam: Art. 64, Commercial Law 2005: Contracts for purchase and sale of goods through the C.E include forward contracts and option contracts. 09/29/14 Dinh Khuong Duy 42
  • 43. INTERNATIONAL SALES OF GOODS 5.3.1. Spot transaction - In a spot transaction, delivery and payment are made at the moment of signing contract - Price is called “spot price” or “spot quotation” - This type of transaction accounts for about 10% 5.3.2. Forward Transaction - In a forward transaction, price is agreed at the moment of signing contract, but the delivery and payment are carried out after a certain period of time. Forward transaction allows traders to benefit from the change in price. 09/29/14 Dinh Khuong Duy 43
  • 44. INTERNATIONAL SALES OF GOODS - Forward transactions are mainly “short-sale” ones, conducted by speculators; - Bull speculator: Always anticipates a rise in the price (the buyer); - Bear speculator: Always anticipates a fall in the price (the seller; - Traders can flexibly postpone purchasing or buying by paying offset to the other party; - Clearing House’s role in forward transaction: the seller and the buyer negotiate the contract, but fulfil their obligations through the Clearing House. Þ Futures Contract and Forward Contract? 09/29/14 Dinh Khuong Duy 44
  • 45. INTERNATIONAL SALES OF GOODS  Example: - January 1st: The seller and the buyer sign a contract for sale of 1000 MT of goods X, at the price of USD 500/MT; delivery shall be made 1 month later. - February 1st: The market price of X falls to USD 400/MT. Þ The seller (bull) gains USD 100,000; Þ The buyer (bear) loses USD 100,000; Þ The buyer may choose to receive the goods or pay the purchase offset of USD 100,000 to the seller through Clearing House. 09/29/14 Dinh Khuong Duy 45
  • 46. INTERNATIONAL SALES OF GOODS 5.3.3. Hedging transaction - In a hedging transaction, traders conduct “short-sale” transactions at the Commodity Exchange beside actual transactions in the real market to avoid risks caused by the fluctuation of price; - Hedging is a self-insurance measurement, and itself does not help traders gain profit; - When conducting hedging transaction, a trader must choose a proper strategy based on his information on prices, costs... 09/29/14 Dinh Khuong Duy 46
  • 47. INTERNATIONAL SALES OF GOODS  Example 1: - January 1st: Mr. Smith signs a contract in the real market, agreeing to sell the consignment X one month later. His expected price is USD 500/MT; - To avoid a fall in price in the future, Mr. Smith at the same time sells the consignment through the C.E at the price of USD 500/MT; - February 1st: The price of X falls to USD 400/MT. Þ He loses USD 100/MT in the real market (the actual price is lower than his expectation); Þ He gains USD100/MT in his “short-sale” at the C.E. 09/29/14 Dinh Khuong Duy 47
  • 48. INTERNATIONAL SALES OF GOODS  Example 2: - January 1st: Mrs. Smith signs a contract in the real market, agreeing to deliver the consignment X one month later at the fixed price of USD 500/MT. - As Mrs. Smith has not had the goods yet, she has to collect it (buy) in the real market. At the same time she buys a similar consignment through the C.E at USD 500/MT. - February 1st: The price of X rises to USD 600/MT. Þ She loses USD 100/MT in the real market (the cost for collecting is higher than the contract price); Þ She gains USD 100/MT in her transaction at the C.E. 09/29/14 Dinh Khuong Duy 48
  • 49. INTERNATIONAL SALES OF GOODS 5.3.4. Option transaction Art. 64, Commercial Law 2005: Call option or put option contract means an agreement whereby the purchaser has the right to purchase or sell a specific goods at a pre-fixed price level (executed price) and must pay a certain sum of money to buy this right (option money). The option purchaser may opt to effect or not to effect such purchase or sale of goods. Þ The trader actually buys the right to effect the transaction; he has no obligation to effect it. Þ In any case, he always loses the option fee. 09/29/14 Dinh Khuong Duy 49
  • 50. INTERNATIONAL PROCESSING 1. Definition Art. 178, Commercial Law 2005: Commercial processing means a commercial activity whereby a processor uses part or whole of raw materials and materials supplied by the processee to perform one or several stages of the production process at the latter's request in order to receive remuneration. International processing: - Processor and processee: in different countries/customs areas; - Materials, semi-products, products: across border. 09/29/14 Dinh Khuong Duy 50
  • 51. INTERNATIONAL PROCESSING Þ International processing is a commercial activity in which one party (the processor) imports materials, semi-products from the other party (the processee) to process into complete products, return them to the processee and receive remuneration (processing fee). 2. Features - Remuneration is proportional to labour power; - Ownership of materials, semi-products often belongs to the processee; - Enjoy tax and customs preference. 09/29/14 Dinh Khuong Duy 51
  • 52. INTERNATIONAL PROCESSING 3. Classification 3.1. In terms of material ownership 3.1.1. Provide materials, return products - The processee provides the processor with materials/semi-products; - After the processing period, the processor shall return products and gets remuneration; - During the processing period, the ownership of material still belongs to the processee. Þ Ownership: possession, use, and disposal. 09/29/14 Dinh Khuong Duy 52
  • 53. INTERNATIONAL PROCESSING 3.1.2. Buy materials, sell products a. Materials from the procesee - The processee sells materials to the processor; - After the processing period, the processor sells products to the processee; - In each step, payment is actually arranged => considered to be 2 separate contracts; - Ownership is considered to pass from the processee to the processor; - Unless otherwise stipulated, the procesee still holds the right to control complete products. 09/29/14 Dinh Khuong Duy 53
  • 54. INTERNATIONAL PROCESSING b. Materials from other sources - The procesee provides samples and assissts the processor with technical equipments/documents; - The processor independently prepare materials (import from the processee or not); - After the processing period, the processor sells complete products to the processee; Þ The contract often stipulates that the processee is responsible for the consumption of the complete products. Þ (a) and (b) are often combined. 09/29/14 Dinh Khuong Duy 54
  • 55. INTERNATIONAL PROCESSING 3.2. In terms of processing pricing - Cost plus pricing: The processor will remunerate all reasonable costs and the processing fee; - Target pricing: A target price is defined for each complete item, which includes target cost and target processing fee; - Examples of processing pricing: + CMT: Cutting, Making, Trimming + CMP: Cutting, Making, Packing + CMQ: Cutting, Making, Quota 09/29/14 Dinh Khuong Duy 55
  • 56. INTERNATIONAL PROCESSING 3.3. In terms of number of parties involved - Two-party processing: Simple processing - Multi-party processing: Transitional processing + Processee: Only one company; + Processor: Several companies. Products of the 1st phase become materials for the 2nd phase. Art. 33, Decree 187/2013/ND-CP, : Processed products under a processing contract in one phase shall, under the instructions of the supplier, be provided for the purpose of the processing contract of the following phase. 09/29/14 Dinh Khuong Duy 56
  • 57. INTERNATIONAL AUCTION 1. Definition Commercial Law 2005, Art. 185: Auction of goods means a commercial activity whereby sellers themselves conduct or hire auction organizers to conduct public sale of goods to select purchasers that offer the highest price. International auction: - Sellers and buyers: different countries/ customs areas; - Products: move across border. Þ Note: Role of price in auction transaction. 09/29/14 Dinh Khuong Duy 57
  • 58. INTERNATIONAL AUCTION 2. Features - Publicly organized at a definite time and place; - Buyers are allowed to check before buying and free to compete - Auction organizer: the seller or a trader who is mandated by the seller - Goods: Often of great value, precious and rare; difficult to standardize; - Seller dominate the transaction: single seller, many buyers. Þ Can goods in need of liquidation be auctioned? 09/29/14 Dinh Khuong Duy 58
  • 59. INTERNATIONAL AUCTION 3. Classification 3.1. In terms of auction purpose - Business auction - Non-business auction 3.2. In terms of organizing method - Voiced auction: + Upward bidding (English auction): Participants bid openly against one another, each subsequent bid higher than the previous bid; + Downward bidding (Dutch auction): The auctioneer begins with a high price which is lowered until a participant is willing to accept the auctioneer's price; - Voiceless auction: A variant of the English auction in which bids are written on a sheet of paper. 09/29/14 Dinh Khuong Duy 59
  • 60. INTERNATIONAL AUCTION 4. Steps to organize auction Step 1: Preparation - Sign an organizing contract - Prepare auctioned goods - Prepare auction regulations - Publicize information Step 2: Displaying auctioned goods Step 3: Conducting the auction Step 4: Drafting auction documents Þ Self-reading: Commercial Law 2005, Chapter VI, Section 2 09/29/14 Dinh Khuong Duy 60
  • 61. INTERNATIONAL BIDDING 1. Definition Art. 214, Commercial Law 2005: Bidding for goods or services means a commercial activity whereby a party purchases goods or services through bidding (referred to as bid solicitor) in order to select, among traders participating in the bidding (referred to as bidders), a trader that satisfies the requirements set forth by the bid solicitor and is selected to enter into and perform a contract (referred to as bid winner). Art.4, Bidding Law 2005: International bidding means the process of selecting contractors that satisfy the requirements of bid solicitors, with participation of both foreign and domestic contractors. 09/29/14 Dinh Khuong Duy 61
  • 62. INTERNATIONAL BIDDING 2. Features - Applied for both goods and services; - Bidding packages are often of great value; - Bid solicitors: investors or organizations fully capable and experienced, and employed by investors to organize biddings. - Bounded by regulations of capital loan and use; - Buyers dominates the transaction: One buyer vs. many sellers/suppliers Þ Role of price in bidding transaction. 09/29/14 Dinh Khuong Duy 62
  • 63. INTERNATIONAL BIDDING 3. Types of bidding 3.1. In terms of number of bidders - Open bidding: The number of participating bidders is not limited (with or without pre-qualification) - Restrictive bidding: + At the request of foreign donors of capital sources; + For particular technical requirements; + At least 5 contractors identified as fully capable and experienced must be invited; - Appointment of contractors: Force majeure, at the request of foreign donors; urgent projects for national interests, the requirement of compatibility. Þ Self reading: Bidding Law 2005, Art. 18, 19, 20. 09/29/14 Dinh Khuong Duy 63
  • 64. INTERNATIONAL BIDDING 3.2. In terms of organizing method - One-stage bidding: + one-dossier-bag: technical & financial proposals; + two-dossier-bag: technical & financial proposals separately submitted; - Two-stage bidding: + Stage 1: Bidders shall submit technical proposals and financial plans without bidding prices; + Stage 2: Based on the bidding dossiers for 2nd stage, bidders that have participated in the 1st stage shall be invited to submit bids for the 2nd stage, which shall cover technical proposals and financial proposals, including bidding prices. 09/29/14 Dinh Khuong Duy 64
  • 65. INTERNATIONAL BIDDING 3.3. In terms of bidding object - Goods procurement bidding; - Service provision bidding; 3.4. In terms of forms of contract - Package contracts: quantity/volume has already been clearly defined - Unit price-based contracts: quantity/volume cannot be exactly defined. - Time-based contract: complicated research, design consultancy, construction supervision, training or refresher training - Percentage-based contracts: common and simple consultancy 09/29/14 Dinh Khuong Duy 65
  • 66. INTERNATIONAL BIDDING 4. Steps to organize bidding - Preparing bidding - Pre-qualifying - Guiding, explaining to bidders - Receipt of bidding dossier - Opening bids - Inspecting and assessing bidding plans - Classifying and selecting bidder - Informing results and signing contracts - Bid winner submits deposit or contract performance security measurements Þ Self reading: Chapter III, Bidding Law 2005. 09/29/14 Dinh Khuong Duy 66
  • 67. THE END THANK YOU FOR YOUR ATTENTION! 09/29/14 Dinh Khuong Duy 67

Editor's Notes

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