The term "foreign economic transaction" first appeared in our legislation in the Fundamentals of Civil Legislation of the USSR of May 31, 1991 Nq 2211 - 1. However, neither there nor in subsequent regulations This concept has not been explained. There is also no clear definition of a foreign economic transaction in the current Russian legislation.

In law enforcement practice, there is an idea of ​​a foreign economic transaction as any civil law transaction that bears entrepreneurial nature and complicated by a foreign element. So, if the participants in the transaction are individuals and legal entities of foreign states or the object of the legal relationship is property located abroad, then the transaction is considered complicated by a foreign element.

A kind of foreign economic transaction is an export contract.

An export contract should be understood as such a foreign economic transaction in which a Russian legal entity or individual entrepreneur and which is aimed at exporting Russian goods, works and services to the international market.

Neither Russian nor international legislation contains practically unified mandatory requirements on how an export contract should be drawn up and what provisions the parties need to include in it in order to recognize it as compliant with the law.

When concluding export contracts, the following rules should be followed:

General provisions of the Civil Code of the Russian Federation;

The main conditions for the regulation of contractual relations in the implementation of export-import operations, approved by the Decree of the Council of Ministers of the USSR of July 25, 1988 No. 888;

Taking into account these regulatory legal acts, certain requirements for the export contract have been developed in the economic turnover.

Before concluding a contract, it is necessary to coordinate with the authorized bank the procedure for assigning a contract number. The bank may require that the contract number contain a reference to the buyer's country code and, in accordance with All-Russian classifier countries of the world, the serial number of the document at the organization level, etc.

Any export contract must be in writing. In this case, the parties can be recommended to include the following conditions in it.

1. Name, unified number, date and place of conclusion of the export contract.

2. Full name and location of the parties, as well as the full name of the persons authorized to sign the export contract on their behalf (indicating and attaching the authorizing document). When signing an export contract, it is necessary to check the authority of the person, as there may be situations when the contract is signed on behalf of the organization or entrepreneur by an unauthorized person.

3. The subject (that is, that thing, that result of the work, that service), about which the export contract is concluded. This is the main condition of any export contract. It is necessary to indicate the name and full characteristics of the product, its container and labeling. If the subject is not specified or specified indistinctly (not so that it can be definitely identified), then the contract is considered not concluded.

4. Quantity, quality, terms of transfer of goods, performance of work, provision of services, guarantees.

5. Total amount of the contract, unit price in the currency of the contract price.

6. Terms of payment for goods, work, services (name and currency code, terms of payment and installment terms, a list of documents transferred by the seller to the buyer and confirming the fact of shipment, cost and range of shipped goods). If the settlement period under the contract exceeds 180 days from the date of actual export of the goods, such a currency transaction is recognized as a capital movement transaction and is subject to reservation (with the exception of a number of cases, for example, installments, deferrals). On the 180th day from the date of actual export of the goods, the exporter is obliged to reserve 50% of the outstanding payment amount. The reserved amount will be returned to the exporter only after the foreign counterparty pays in full for the goods, or after 2 years from the moment the reserve was made (Article 7 of Law No. 173-FZ).

7. Sanctions (fines, forfeit), their size and payment procedure.

8. The moment of transfer of ownership of the goods. If the moment of transfer of ownership of the goods in the contract is not specified and there is no reference to the fact that it is determined in accordance with the terms of delivery of Incoterms, Russian legislation should be followed when determining it.

9. Indication at the moment of transfer of the risk of damage or loss of goods from the seller to the buyer (delivery basis).

10. Conditions for acceptance of goods in terms of quality and quantity.

11. The procedure for filing claims and considering disputes.

12. Agreement on applicable law (more below).

13. Agreement on the court, which will have jurisdiction over the disputes of the parties under the export contract, or arbitration (arbitration) clause.

14. Force Majeure.

15. Details and signatures of the parties.

There are no and cannot be uniform requirements for an export contract, since all transactions at the international level vary greatly. Therefore, in relation to a specific export contract, the above list of conditions may be adjusted.

The term "foreign economic transaction" first appeared in our legislation in the Fundamentals of Civil Legislation of the USSR and the Republics dated May 31, 1991 No. 2211-1. However, neither there, nor in subsequent normative acts, an explanation of this concept was given. There is also no clear definition of a foreign economic transaction in the current Russian legislation.

In law enforcement practice, there is an idea of ​​a foreign economic transaction as any civil law transaction of an entrepreneurial nature and complicated by a foreign element. So, if the participants in the transaction are individuals and legal entities of foreign states or the object of the legal relationship is property located abroad, then the transaction is considered complicated by a foreign element.

A kind of foreign economic transaction is an export contract.

An export contract should be understood as such a foreign economic transaction in which a Russian legal entity or individual entrepreneur participates and which is aimed at exporting Russian goods, works and services to the international market.

Neither Russian nor international legislation contains practically unified mandatory requirements on how an export contract should be drawn up and what provisions the parties need to include in it in order to recognize it as compliant with the law.

When concluding export contracts, the following rules should be followed:

1) general provisions Civil Code of the Russian Federation;

2) the main conditions for the regulation of contractual relations in the implementation of export-import operations, approved by the Decree of the Council of Ministers of the USSR of July 25, 1988 No. 888;

Taking into account these regulatory legal acts, certain requirements for the export contract have been developed in the economic turnover.

Before concluding a contract, it is necessary to coordinate with the authorized bank the procedure for assigning a contract number. The Bank may require that the contract number contain a reference to the buyer's country code in accordance with the All-Russian Classification of World Countries, the serial number of the document at the organization level, etc.

Any export contract must be in writing. In this case, the parties can be recommended to include the following conditions in it.

1. Name, unified number, date and place of conclusion of the export contract.

2. Full name and location of the parties, as well as the full name of the persons authorized to sign the export contract on their behalf (indicating and attaching the authorizing document). When signing an export contract, it is necessary to check the authority of the person, as there may be situations when the contract is signed on behalf of the organization or entrepreneur by an unauthorized person.

3. Subject (i.e. that thing, that result of work, that service), about which an export contract is concluded. This is the main condition of any export contract. It is necessary to indicate the name and full characteristics of the product, its container and labeling. If the subject is not specified or specified indistinctly (not so that it can be definitely identified), then the contract is considered not concluded.

4. Quantity, quality, terms of transfer of goods, performance of work, provision of services, guarantees.

5. Total amount of the contract, unit price in the currency of the contract price.

6. Terms of payment for goods, work, services (name and currency code, terms of payment and installment terms, a list of documents transferred by the seller to the buyer and confirming the fact of shipment, cost and range of shipped goods).

7. Sanctions (fines, forfeit), their size and payment procedure.

8. The moment of transfer of ownership of the goods. If the moment of transfer of ownership of the goods in the contract is not specified and there is no reference to the fact that it is determined in accordance with the terms of delivery of Incoterms, Russian legislation should be followed when determining it.

9. Indication at the moment of transfer of the risk of damage or loss of goods from the seller to the buyer (delivery basis).

10. Conditions for acceptance of goods in terms of quality and quantity.

11. The procedure for filing claims and considering disputes.

12. Agreement on applicable law (more below).

13. Agreement on the court, which will have jurisdiction over the disputes of the parties under the export contract, or arbitration (arbitration) clause.

14. Force Majeure.

15. Details and signatures of the parties.

There are no and cannot be uniform requirements for an export contract, since all transactions at the international level vary greatly. Therefore, in relation to a specific export contract, the above list of conditions may be adjusted.

The main problem facing the participants in foreign economic relations is the choice of law, which the parties must be guided by when concluding a foreign economic transaction. This is due to the fact that in different countries different, sometimes conflicting, requirements apply to the same transactions.

Thus, in particular, in accordance with Russian, German and Bulgarian law, the inclusion in the export contract of a clause on a fine for general rule does not deprive the right to claim damages in the part not covered by the fine.

At the same time, the law of Poland and the Czech Republic proceeds from the fact that the contractual fine is recognized as an exceptional penalty, i.e., losses exceeding the fine cannot be recovered as a general rule.

In French law, the penalty is also recognized as exceptional, but the judge is given the right to change the amount of the penalty if it is too high or low.

Therefore, the parties need to clearly know what rules of law and which country they need to be guided by.

Obviously, Russian participants in foreign economic transactions must be guided by the provisions contained in Russian legislation, namely: international treaties ratified by Russia and internal Russian law.

IN Russian Federation after the Constitution of the Russian Federation, international treaties of the Russian Federation have the highest legal force (clause 4, article 15 of the Constitution of the Russian Federation).

As follows from paragraph 3 of Art. 1186 of the Civil Code of the Russian Federation, when determining the form and content of foreign economic transactions, it is first of all necessary to be guided by the norms of an international treaty of the Russian Federation. Therefore, the norms of Russian laws that are contrary to an international treaty cannot be applied.

An international treaty may directly regulate foreign economic transactions (that is, immediately determine specific requirements for a foreign economic transaction), or it may contain a reference to the law of a particular country, on the basis of which the requirements for foreign economic transactions are determined.

If it is impossible to determine the requirements for foreign economic transactions on the basis of an international norm, then the Russian side must turn to Russian legislation.

When analyzing Russian law (primarily we are talking on the third section of the Civil Code of the Russian Federation, which came on March 1, 2002 to replace the Fundamentals of Civil Legislation of the USSR of May 31, 1991 No. them to a foreign economic transaction. Such reference rules may provide for the application of both Russian law itself and the law of another state.

If there are no such rules for this situation (which is unlikely in principle, since the third section of the Civil Code of the Russian Federation contains rules applicable to a wide variety of situations), then, as follows from paragraph 2 of Art. 1186 of the Civil Code of the Russian Federation, the parties must be guided by the law of the country with which civil law relations based on foreign economic transactions are most closely connected.

The form of the export contract is determined based on the above rules.

If an international treaty of the Russian Federation does not define the form of the relevant contract or it does not contain a reference to the law of another country, then the Russian side, when drawing up an export contract, must proceed from the rules of Russian legislation.

Accordingly, if the issue of the form of an export contract is resolved at the international level, then the provisions of Russian legislation, even if they establish different rules, do not apply.

In Art. 1209 of the Civil Code of the Russian Federation states that if at least one of the parties to a foreign economic transaction is a Russian legal entity, then its form is subject to Russian law, regardless of the place of the transaction.

Similar rules apply if at least one of the parties to the foreign economic transaction is the entrepreneurial activity individual, for which the personal law is Russian law (Article 1195 of the Civil Code of the Russian Federation).

Personal law in private international law is understood as the law of a certain state, on the basis of which the right and legal capacity of a person are determined.

According to Russian law, all foreign economic transactions must be concluded in writing. Otherwise, the concluded transaction is invalid (clause 3, article 162 of the Civil Code of the Russian Federation). Therefore, any export contract must be in writing. Its non-observance entails the invalidity of the contract.

If an international treaty of the Russian Federation does not define the requirements for the content (i.e., the subject, rights and obligations and other conditions) of the relevant export contract or it does not contain a reference to the law of another country, then the Russian party when concluding the contract must proceed from the rule of Russian law .

The general provision of Russian legislation is the right of the parties to the contract, when concluding the contract or subsequently, to choose by agreement between themselves the law that is subject to application to their rights and obligations under this contract (clause 1, article 1210 of the Civil Code of the Russian Federation).

The agreement of the parties on the choice of the law to be applied must be directly expressed or definitely follow from the terms of the contract or the totality of the circumstances of the case.

The choice by the parties of the law to be applied, made after the conclusion of the contract, has retroactive effect and is considered valid, without prejudice to the rights of third parties, from the moment the contract is concluded (clause 3, article 1210 of the Civil Code of the Russian Federation).

A special case of such an agreement may be an agreement to regulate the contract using the International Rules for the Interpretation of Trade Terms - Incoterms or other codified customs of international circulation (for example, such as the Uniform Customs and Practice for Documentary Credits (UCP), Uniform Rules for Collection).

The parties to the contract may choose the law to be applied both for the contract as a whole and for its individual parts.

This, in particular, means that the parties may provide for the application of the law of various countries to certain provisions of the export contract. In doing so, they need to clearly indicate to which parts which law applies.

When determining the applicable law by the parties, existing limitations should be taken into account.

1. In accordance with paragraph 1 of Art. 1210 of the Civil Code of the Russian Federation, the law chosen by the parties applies to the emergence and termination of ownership and other real rights to movable property without prejudice to the rights of third parties.

This means that if the law chosen by the parties, when applied to the emergence and termination of the right of ownership and other real rights to movable property, damages the rights of third parties, then the law chosen by the parties does not apply to these persons.

The Civil Code of the Russian Federation does not indicate which law should be followed in relation to third parties in this case. In such cases, the relationship of the parties shall be governed by the law chosen by them, and with regard to the third party, the law that would apply in the absence of an agreement between the parties.

2. In accordance with paragraph 5 of Art. 1210 of the Civil Code of the Russian Federation, if from the totality of the circumstances of the case that existed at the time of choosing the law to be applied, it follows that the contract is actually connected with only one country, then the choice by the parties of the law of another country cannot affect the operation of the mandatory rules of the country with which the contract is actually connected .

The real connection may be evidenced, for example, by the following circumstances: mutual fulfillment by the parties of their obligations is carried out in Russia, the subject of the contract is located in Russia, etc.

If the applicable law has not been determined by agreement of the parties and does not follow specifically from the terms of the contract or from the totality of the circumstances of the case, and also if another law does not follow from an international treaty of the Russian Federation, then when determining the applicable law, the parties should proceed from the norms of the Civil Code of the Russian Federation.

In paragraph 1 of Art. 1211 of the Civil Code of the Russian Federation stipulates that in the absence of an agreement between the parties on the law to be applied, the law of the country with which the contract is most closely connected is applied to the contract.

To determine the close relationship between the contract and the relevant law, the Civil Code of the Russian Federation establishes the following four rules.

1. The law of the country with which the contract is most closely connected is the law of the country where the place of residence or the main place of activity of the party that carries out the performance is located, which is decisive for the content of the contract (clauses 2, 3 of article 1211 of the Civil Code of the Russian Federation).

Such a party is, for example:

Seller - in the contract of sale;

Contractor - in the contract;

Carrier - in the contract of carriage;

Forwarder - in the contract of transport expedition;

Financial agent - in a financing agreement against the assignment of a monetary claim;

Attorney - in the contract of agency;

Commission agent - in the commission agreement;

Agent - in the agency agreement;

Guarantor - in the contract of guarantee.

2. With regard to certain types of contracts, the law of the country with which the contract is most closely connected is defined differently (Clause 4, Article 1211 of the Civil Code of the Russian Federation):

In relation to a construction contract and a contract for the performance of design and survey work, this is the law of the country where the results stipulated by the relevant contract are mainly created;

In relation to a simple partnership agreement, this is the law of the country where the partnership is mainly carried out;

In relation to a contract concluded at an auction, competition or exchange, this is the law of the country where the auction, competition or exchange is located.

3. If the subject of the contract is the assignment of a claim, then the law determined in accordance with paragraphs 1, 2 of Art. 1211 of the Civil Code of the Russian Federation.

In other words, if the assignment of a claim is formalized by concluding a financing agreement against the assignment of a monetary claim, then the legal relations of the parties are subject to the law of the country where the main place of activity is located. financial agent(acquirer of the right to claim).

If the assignment of a claim is formalized by concluding a contract of sale, then the law of the country where the seller of the right to claim has his place of residence or main place of business is applied.

Other issues related to the assignment of the claim (the admissibility of the assignment of the claim, the relationship between the new creditor and the debtor, the conditions under which the claim can be brought against the debtor by the new creditor, as well as the issue of the proper performance of the obligation by the debtor) is determined by the law applicable to the claim which is the subject of the assignment.

4. K mixed contract, i.e., a treaty containing elements of various treaties is governed by the law of the country with which the treaty, considered as a whole, is most closely connected.

Example. An export contract was concluded between a foreign and a Russian organization, according to which Russian organization commissioned one part of its production foreign organization sell on the domestic market of this country, and sold the other part directly to this organization.

In this case, the parties concluded a mixed contract containing elements of contracts of sale and commission. When determining the content of this foreign economic transaction, the parties should proceed from foreign law, since the contract is closely connected with a foreign state.

One of the most common transactions in the international economic turnover is the purchase and sale. There is no single, unified international act that defines all the requirements for export contracts in the field of trade.

The most universal act is the UN Convention on Contracts for the International Sale of Goods, adopted in Vienna on April 11, 1980 (hereinafter referred to as the Vienna Convention).

As follows from Art. 1 of the Vienna Convention, it applies to contracts for the sale of goods between parties whose places of business are in different States if:

1) such places of business are located in the member states of the Vienna Convention.

Example. The Russian JSC applied to the ICAC (International Commercial Arbitration Court at the Chamber of Commerce and Industry of the Russian Federation) with statement of claim on the recovery of a sum of money in US dollars from a German company for violation of the terms of the contract for the sale of goods.

When deciding on the applicable law, the ICAC stated that Russia and Germany are parties to the UN Vienna Convention on Contracts for the International Sale of Goods of 1980, which is subject to application to the relations of the parties by virtue of paragraphs. "a" paragraph 1 of Art. 1 of the said Convention.

2) on the basis of the norms of private international law, the law of the state party to the Vienna Convention is applicable to the legal relations of the parties.

Example. A Cypriot company brought a claim to the Russian organization in the ICAC in connection with the incomplete payment for the goods delivered under the contract concluded in April 2002.

In determining the law applicable to the dispute, the ICAC proceeded from the following.

The law of Russia shall apply to this dispute. In accordance with Art. 15 of the Constitution of the Russian Federation integral part legal system is the Vienna Convention. According to paragraph 1 of Art. 1 of the Vienna Convention, it applies to contracts of sale in cases where, by virtue of the rules of private international law, the law of a Contracting State is applicable (subparagraph "b").

Because, unlike Russia, where commercial enterprise defendant, Cyprus, where the plaintiff's place of business is not a party to the Vienna Convention, but the applicable law is Russia, then the Vienna Convention is subject to application by virtue of sub. "b" paragraph 1 of Art. 1 of this convention.

If the contract of international sale is complicated by another foreign element (for example, the place of business is in one country, and the object of sale is in another), then the Vienna Convention does not apply to it.

In addition, the scope of the Vienna Convention is significantly limited in Articles 2, 3, 5. Thus, it does not apply to the sale by auction, the sale of electricity, etc. In relation to such contracts, the parties must be guided by other rules of private international law.

When concluding contracts falling under the norms of the Vienna Convention, the parties need to take into account two points.

1. At their own discretion, the parties may waive the application of the Vienna Convention to the export contract they conclude. They should indicate this in the signed agreement (Article 6 of the Vienna Convention).

2. The Vienna Convention does not reflect a number of significant issues related to sales contracts.

Firstly, it does not concern questions of the validity of the treaty itself, or any of its provisions, or any custom (clause “a” of article 4 of the Vienna Convention).

This, in particular, means that this international treaty does not define the conditions under which the contract of sale is valid.

Thus, it does not establish what requirements the parties must comply with in order for the contract signed by them to be considered actually concluded. There is no such list in other international treaties of the Russian Federation. Nor is there an international norm referring to a specific law.

Therefore, when concluding an export contract for the sale of goods falling under the norms of the Vienna Convention, the Russian side must proceed from the above provisions of the Civil Code of the Russian Federation.

If they refer to Russian law (for example, if the seller in the contract is the Russian side, which is always the case in an export contract), then when determining essential conditions contracts for the international sale of goods must be guided by Chapter 30 of the Civil Code of the Russian Federation.

So, if the parties concluded an export contract for the sale of, for example, Russian machine tools, then in order to determine the essential terms of such an agreement, it is necessary to refer to Russian law - to the norms of Chapter 30 of the Civil Code of the Russian Federation.

Failure to comply with these requirements may result in the recognition of the export contract as not concluded and, as a result, the impossibility of protecting your rights in the courts and arbitration courts of the Russian Federation.

Secondly, the Vienna Convention does not deal with the issues of consequences that a contract may have in relation to the right of ownership of the goods sold (clause “b” of Article 4 of the Vienna Convention).

This position is due to the fact that legal systems different states define the moment of emergence of property rights in different ways. Since this issue is not directly connected with the contractual relations of the parties on the transfer of goods during the sale and purchase, its resolution is left to national legislation.

Thirdly, the Vienna Convention does not resolve the issue of limitation periods for international sales contracts.

In other cases, it is necessary to be guided by the norms of the Civil Code of the Russian Federation.

In accordance with Art. 1208 of the Civil Code of the Russian Federation, the limitation period is determined by the law of the country to be applied to the relevant relation.

Fourthly, the Vienna Convention does not define the procedure for resolving disputes between the parties under the contract.

Fifthly, the Vienna Convention does not contain conflict of law rules that refer to the applicable law to resolve issues not settled in it.

For these purposes, the Convention on the Law Applicable to Contracts for the International Sale of Goods (The Hague, December 22, 1986), which replaced the Convention of the same name of June 15, 1955, is intended. However, neither one nor the other has been ratified by Russia. Therefore, their application by Russian entrepreneurs is possible only if an agreement is reached on the application of the law of the country that has ratified these Conventions.

At the same time, many issues related to the relevant transactions are resolved in sufficient detail in the Vienna Convention.

In particular, in the Vienna Convention:

1) reflects the issues of concluding, amending, terminating the contract;

2) describes the rights and obligations of the seller and the buyer, the means of their legal protection;

3) the issue of the transfer of entrepreneurial risk has been resolved;

4) general provisions for the buyer and seller are given (including the question of losses, interest, exemption from liability).

Analyzing the provisions of the Vienna Convention as a whole, we can say that the norms of Russian civil law (primarily Chapter 30 of the Civil Code of the Russian Federation) comply with the requirements of this international treaty. In the event of a conflict between the norms of Russian legislation and the Vienna Convention, the norms of an international treaty of the Russian Federation are applied as having priority by virtue of paragraph 4 of Art. 15 of the Constitution of the Russian Federation.

In the event that disputed issues are not settled by an international treaty, the court applies the norms of domestic Russian civil law, including the norms of the Civil Code of the Russian Federation.

The only thing significant difference between the Vienna Convention and the norms of Russian law provided for the form of the contract of sale, which can be both written and oral (Article 11 of the Vienna Convention). However, this provision, to the extent that it allows for the possibility of concluding an export sales contract orally, does not apply to contracts in which at least one of the parties has its own commercial enterprise in Russia (see Resolution of the Supreme Court of the USSR of May 23 1990 No. 1511-1).

Thus, in relation to international sales transactions, it should be taken into account that the fundamental conditions of these transactions are directly reflected in the Vienna Convention. They should be guided by the parties when concluding an export contract.

For issues not regulated by the Vienna Convention, the parties use the national law of a particular country applicable in this case.

So, if in an export sales contract the seller is a Russian company, then on issues regulated in the Vienna Convention, its provisions apply, on unsettled issues - Russian law (Subclause 1, Clause 3, Article 1211 of the Civil Code of the Russian Federation).

In addition to the Vienna Convention, Russia also participates in other international sales contracts. They, with some exceptions, must be applied to the extent that they do not contradict the Vienna Convention.

Among such exceptions, in particular, are many agreements that have passed to Russia as the legal successor of the USSR.

An example is:

General conditions for the supply of goods between foreign trade organizations of the USSR and foreign trade organizations of the DPRK dated July 27, 1981;

The provisions enshrined in such international treaties take precedence over the Vienna Convention. This conclusion is due to the norm of the Vienna Convention itself, in Art. 90 of which it is established that this Convention does not affect the operation of any international agreement that has already been concluded or may be concluded and which contains provisions on matters that are the subject of the Vienna Convention, provided that the parties have their places of business in the States parties to such an agreement.

Considering that the Vienna Convention entered into force in the USSR (Russia) on September 1, 1991, then all international treaties of the country concluded earlier (including the above General conditions for the supply of goods between the PRC and the USSR, the USSR and the DPRK) should not be brought into conformity with this Convention, they take precedence over it.

In the relations between the CIS countries, there is an Agreement on general conditions deliveries of goods between organizations of the CIS member states (Kyiv, March 20, 1992).

Subject to Art. 90 of the Vienna Convention, this Agreement, as applied to the legal relations of commercial enterprises of the countries participating in both international treaties, is valid to the extent that it does not contradict the Vienna Convention. For example, in the relationship between commercial enterprises in Russia and Ukraine.

The main problem in legal regulation international trade turnover is the inconsistency of certain civil law structures of sales contracts (including trade customs associated with them) in the legal systems of various states.

As the most acceptable way to resolve this problem at the international level, back in 1936, an attempt was made to interpret the established customs of international trade using unified terms so that the parties to the contract of sale would not have contradictions in interpreting the terms of the concluded contract. As a result, they developed international rules interpretation of trade terms - Incoterms. Later, new editions of Incoterms were adopted - in 1953, 1967, 1976, 1980, 1990, 2000.

Note! When concluding an export contract, the parties can use any edition. However, in the contract, they should clearly indicate which particular version of Incoterms they are talking about.

The main advantage of Incoterms is that the parties applying them do not need to specifically stipulate in the contract what they mean by one or another concept used in the contract, or to describe in detail the range of their rights and obligations under the contract. To do this, it is enough to open the Incoterms in the appropriate edition and see the description of a particular term that is used in the contract.

In Russian trade practice, Incoterms as amended in 1990 are common. It is about them that we will discuss below.

In accordance with paragraph 6 of Art. 1211 of the Civil Code of the Russian Federation, if the contract uses trade terms accepted in international circulation, then in the absence of other indications in the contract, it is considered that the parties have agreed on the application of customs to their relations business turnover, denoted by the corresponding trade terms. This provision, in particular, means that the parties may, at their own discretion, determine which terms and to what extent apply to the contract concluded by the parties. To do this, the parties must reflect in the contract the consent of the parties to the application of Incoterms as amended in 1990.

The law of some countries (for example, Ukraine, Spain) provides for the mandatory application of Incoterms. In some countries (for example, in Poland), the use of Incoterms is excluded only in the case of a direct indication in the contract. All terms provided for in this document are divided into four groups and are given in Table 1.

For each of the terms, a set of corresponding rights and obligations of the parties is provided. It is enough for the parties to indicate in the contract the relevant term and the scope of its application.

Incoterms provides for the freedom of the parties to determine the terms of the contract using the terms of Incoterms. Depending on the specific needs of the parties, customs, national legislation and other circumstances that they have developed in the course of trade relations, the parties may adjust the terms used.

So, for example, the Incoterms provide: if the seller is ready to deliver the goods on terms corresponding to the DEQ trade term, which, among other things, includes the payment of customs duties, but does not want to pay customs duties (but will pay the remaining taxes and fees), then the parties do not the need to abandon the use of the term DEQ. It is enough for them to refer to this term with the proviso - "without payment of duties."

When drawing up an export contract, it must be taken into account that certain Incoterms correspond to each mode of transportation. The correspondence of modes of transport to trade terms is shown in Table 2.

Suppose the parties have concluded an export sales contract, according to which the Russian organization is obliged to transfer the machines to the Hungarian company. At the same time, the parties assume the delivery of goods by the buyer from Moscow to Budapest. Due to the existing legal relations between the companies, the seller insures the transported machines.

In this case, it is sufficient to specify in the contract the method of delivery of goods as "FCA - free carrier (indicating the place of delivery of goods by the seller to the carrier - Moscow), including insurance." The use of this term will be sufficient to resolve in the contract numerous issues related to the interpretation of the contract (for example, what does “by the buyer’s forces” mean) or with a description of the features associated with the transfer of goods, the transfer of risks, the distribution of other costs between the parties in the contract they conclude.

The only thing that needs to be specified in detail in the contract is the terms of machine insurance. This is due to the fact that, according to the FCA term, it is not the responsibility of the seller to insure the goods. Nevertheless, as noted earlier, the parties, in relation to the relationships that have developed between them, can adjust certain conditions of the FCA term.

One more example. It is planned to conclude an export sales contract between the Russian and British companies, according to which the Russian company will supply foreign products by sea. In this case, the parties do not insure the cargo, and the seller's obligations for delivery are limited to concluding an agreement with the carrier and handing over the subject of the agreement for transportation no later than a certain period.

In this case, it is enough for the parties to indicate that they conclude a contract in accordance with Incoterms-90 on the terms "CFR London with shipment no later than ...".

In accordance with the Incoterms Order of the Federal Customs Service of the Russian Federation dated August 8, 2006 No. 743 “On classifiers and lists of regulatory and reference information used for customs purposes”, the Classifier of delivery conditions, which is currently used for customs purposes as customs authorities and participants foreign economic activity.

Taxpayers often faced the refusal of the tax authorities to refund VAT if the export contract provided for the terms of delivery under which the goods are transferred or can be transferred to the buyer in Russia and declared for export directly by the buyer (for example, delivery terms EXW, FAS, FCA, DAF ). However, it should be borne in mind that Incoterms terms are used only to determine the terms of delivery of goods, that is, the relationship between the seller and the buyer in the field of civil circulation. Therefore, regardless of the conditions for the delivery of goods outside the territory of the Russian Federation, provided for in the export contract, and the time of transfer of ownership of the delivered goods, it is recognized as exportable if the fact of its export is confirmed in the prescribed manner.

The aforementioned procedure is established by sub. 2 p. 1 art. 164 of the Tax Code of the Russian Federation, according to which taxation is carried out at a tax rate of 0 percent upon the sale of works (services) directly related to the production and sale of goods placed under the customs regime of export, provided that they are actually exported outside the customs territory of the Russian Federation and submitted to tax authorities of the documents provided for by Article 165 of the Tax Code of the Russian Federation. The statutory procedure for confirming the fact of exportation of goods (works and services) outside the customs territory also determines the existing judicial practice(Generalization of the practice of considering cases on reimbursement of export VAT for the first half of 2003, considered by the administrative board of the Arbitration Court of the Udmurt Republic, Decree of the Federal arbitration court of the North Caucasian District dated May 8, 2007 No. F08-2488 / 07-1025A).

Entering into negotiations with a foreign partner on the conclusion of an agreement, Russian entrepreneurs often do not check legal status partner (what he is legally, where he is registered, what is the scope of his legal capacity), neither his financial position and commercial reputation, nor the authority of his representative to conclude a contract. In some cases, this leads to the inability to receive payment for delivered export goods or to obtain a refund of amounts paid for imported goods, which either were not delivered at all, or were not delivered in full or with significant shortcomings. In such cases, unsuccessful are attempts to find a foreign partner to serve him with claim materials and a summons to call him to arbitration.

Sometimes contracts either do not indicate the legal addresses of the parties at all, or contain a fictitious legal address foreign partner, or instead there is a postal address for sending correspondence on demand.

When analyzing the text of the agreement submitted by the claimant to arbitration in one of the disputes, it turned out that in the preamble of the agreement the name of the foreign partner differs from that indicated in the "Legal addresses of the parties" section. As it turned out, the company under the name indicated in the preamble of the contract is not registered in the trade register and, accordingly, is not recognized. legal entity country named as its location. The same firm, whose legal address is indicated in the contract, categorically denied that it had concluded a contract with the plaintiff.

When drawing up a contract, it is often not taken into account that the relations of the parties are determined not only by the terms of the contract, but also by the rules of applicable law. Non-compliance of the contract or any of its terms with the imperative (mandatory) provisions of the law led to the recognition of the contract as a whole or its corresponding terms as invalid (for example, if the mandatory form of the contract or amendments and additions to it were not observed).

For a Russian entrepreneur, it often turned out to be unexpected that the absence of any conditions in the contract on certain issues is compensated for by the rules of law, determined in the manner set out in sections 1.4. and 1.5. real book. When considering one of the disputes, the Russian buyer, objecting to the claim of the foreign seller for compensation for losses caused by the buyer's violation of the contract, stated that he should be released from liability, since the contract only provides for provisions on the seller's liability. It is not always taken into account that there are significant differences in the resolution of the same issues in the law of different states, and therefore it is necessary to know which of them will govern relations under a particular contract.

There are contradictions between the individual terms of the contract, and often the terms themselves are not formulated clearly enough, and sometimes simply ambiguously, which causes controversy in their interpretation. Meanwhile, this or that interpretation of such conditions can cost one of the parties very dearly (tens, and in some cases hundreds of thousands of US dollars).

The texts of treaties drawn up in two languages ​​with an indication that both texts are equally valid do not always coincide. Often in such cases, each of the parties executes the contract, guided only by the text in their own language. When discrepancies are established in the texts, disputes arise, during the resolution of which one of the parties declares that if it could, at the time of the conclusion of the contract, allow the possibility of interpreting the relevant condition in the wording arising from the text in another language, it would not have concluded this contract at all. .

When formulating a condition on circumstances exempting from liability (the so-called “force majeure clauses”), the consequences of one wording or another were often not taken into account, which led to a decrease or increase in the property liability of the corresponding party to the contract.

For example, when a clause is included in the contract providing for a specific list of circumstances, the occurrence of which exempts from liability in case of breach of obligation, the arbitral tribunal decides on the recovery from the side of losses resulting from circumstances beyond its control, if they were not provided for by the list contained in the contract .

There were also cases when the contract did not clearly formulate the condition on the procedure for resolving disputes.

Along with very short contracts containing a minimum of conditions, there are often multi-page, very detailed contracts that provide for a significant number of additional conditions.

At the same time, the analysis of multi-page contracts does not always take into account the interests of the parties, since such contracts are often drawn up according to a stencil that does not sufficiently take into account the type of goods that are the subject of sale and purchase. Almost the same conditions are provided for the supply of all types of mass food and industrial goods, and in relation to the supply of machinery and equipment. In addition, agreements of approximately the same content are drawn up regardless of the partner from which country they are concluded, and without regard to applicable law. Also, when drafting contracts, references to those accepted in international trade standard terms of sale.

Since September 1, 1991, Russia has been a party to the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980). Therefore, it is important to determine whether the provisions of the Vienna Convention will be applied to relations under the concluded contract. The Vienna Convention gives the parties the right to exclude its application, or derogate from any of its provisions, or modify its effect. The only exception expressly provided for is that the parties are not given such a right to the rule that a contract must be in writing when the place of business of one of the parties specific contract is not located in Russia, whose legislation requires compliance with the written form both when concluding contracts and changing their conditions, including in the event of termination of contracts by agreement of the parties.

For Russian entrepreneurs this provision is of paramount importance, given that such are the requirements of Russian law in relation to foreign economic transactions.

IN Lately a lot of publications appeared on the rules for drawing up and foreign trade contracts of sale. As well as useful information they often contain universal recommendations that are suitable for use in drawing up any contracts, regardless of the type of goods, the nature of foreign trade operations (export or import), applicable national law. Such publications often contain outdated information about the legislation in force in Russia and abroad and about documents used in international trade. International treaties in which Russia participates are not taken into account or are not fully taken into account. It is not indicated that in modern international trade contracts are often concluded through the exchange of letters, telexes, telegrams.

It is not always taken into account that when determining approaches to negotiating and drafting contracts, it is necessary to be guided by the generally accepted rule of good faith in international trade. In order to avoid serious mistakes when drawing up a contract, it is advisable to check the accuracy of the information contained in them before using any publications.

A transaction related to the export of valuables, works or services is carried out in accordance with an export foreign economic contract, which must be concluded between the parties to this transaction. The content of a particular export contract depends on a number of factors, and its text is often the subject of lengthy negotiations, during which both parties are forced to make some compromises before the contract is finally signed.

For an accountant, an export contract is not a primary accounting document, but it is the basis for making decisions related to the procedure accounting and taxation of the export transaction. Most of all, the accountant is interested in three aspects that should be reflected in the contract:
— terms of delivery of goods;
- the moment of transfer of ownership to a foreign buyer;
- the procedure, form and terms of settlements under the contract.
The terms of delivery of goods determine the obligations of the parties related to the transportation, insurance and customs clearance of goods, both in terms of their organization and in terms of payment of these costs. In international practice, for these purposes, a set of basic delivery conditions INCOTERMS is used. In price lists, the price is usually indicated on the basis of a certain INCOTERMS delivery condition, or several options for delivery conditions and, consequently, several price options are offered at the buyer's choice. Therefore, when setting prices, when executing a contract, and when determining the costs incurred by the exporter (and which are recognized as economically justified for tax purposes), it is necessary to take into account the obligations imposed on the exporter (supplier) based on the terms of delivery agreed by the parties specified in the contract.
The moment of transfer of ownership to a foreign buyer is also important for the accountant, because it is at this moment, in accordance with the requirements of PBU 9/99 (as amended on January 1, 2011) “Income of the organization”, that the accountant should recognize the proceeds from the sale of goods for export, and the official exchange rate of the Central Bank of the Russian Federation for converting the amount of revenue denominated in foreign currency into rubles in accordance with PBU 3/2006 (as amended on December 24, 2010) “Accounting for assets and liabilities whose value is expressed in foreign currency ", you must also take it on this date. The problem is that the INCOTERMS does not mention the concept of "transfer of ownership" - it only refers to the moment of transfer of the risks of loss and damage to the goods. The reason is quite simple, in accordance with international practice, the moment of transfer of ownership is associated with the transfer of the risk of accidental loss or damage to goods from the seller to the buyer. But in Russian legislation, in particular in the Civil Code of the Russian Federation, special attention is paid to the moment of transfer of ownership, while the use of INCOTERMS when concluding foreign economic contracts according to Civil Code RF is voluntary. Therefore, in order to avoid problems associated with determining the date of receipt of proceeds from the export of goods, and hence with determining the moment when tax liabilities arise, when concluding a foreign trade contract, the moment of transfer of ownership of the goods should also be specified separately.
Let's consider these terms of the export contract in more detail. The information presented in this chapter will be useful not only to the accountant, but also management staff exporting organization, since knowing these nuances will allow them to correctly formulate the terms of the contract and get the maximum benefit from the contract.
Terms of delivery are of no small importance in terms of the distribution of costs between the supplier and the buyer. By specifying under which delivery terms the selling prices for goods are calculated, the supplier essentially implies that they already include certain costs associated with transportation, cargo insurance in transit and customs clearance of these goods. Therefore, the choice of delivery terms implies the need to form a price taking into account the additional costs of the exporter.
For example, if the goods are supposed to be exported from Russia on the terms of CIF Bari (Italy), the Russian exporter will have to arrange, at his own expense, the delivery of the goods to the Russian (or even foreign - for example, Ukrainian) port, the conclusion of a contract with the carrier (ship charter) for the transportation of goods to the port of Bari, loading the goods onto the ship, cargo insurance on the way. This means that all these costs must be added to the normal selling price of the goods (ie the price on the EXW basis) to form the contract export price.
To facilitate negotiations with foreign buyers, it is more convenient to calculate prices in advance in relation to several delivery conditions, including depending on the possible modes of transportation (if the goods can be delivered both by sea and by rail or road).

Contrary to a common misconception, INCOTERMS rules do not regulate transportation relations. Their scope is limited to matters relating to the rights and obligations of the parties to the contract of sale in relation to the delivery of the goods sold.
However, the delivery of goods usually involves its transportation, which is why the inclusion by the parties in their contract of one or another term from INCOTERMS indirectly affects the relations arising in connection with such transportation. For example, having agreed on a CFR or CIF condition, the seller cannot fulfill the contract by any other mode of transport than by sea, since under these conditions he is obliged to provide the buyer with a bill of lading or other maritime transport document, which is impossible when using other modes of transport. Moreover, the document required under a documentary credit necessarily depends on the modes of transport used. In addition, INCOTERMS deal with certain obligations of the parties, such as the obligation of the seller to place the goods at the disposal of the buyer or hand them over for carriage or deliver them to the destination, as well as the allocation of risk between the parties in these cases.
As mentioned above, for ease of understanding, the terms in INCOTERMS are grouped into four categories that differ in essence: starting with the term according to which the seller only places the goods at the disposal of the buyer on his premises (term "E" - EX WORKS); then comes the second group, according to which the seller is obliged to transfer the goods to the carrier specified by the buyer (terms "F" - FCA, FAS and FOB); hereinafter the terms "C", according to which the seller is obliged to conclude a contract of carriage, but without assuming the risk of loss or damage to the goods or additional costs due to events occurring after shipment and dispatch (CFR, CIF, CPT and CIP); and finally the "D" terms, under which the seller must bear all costs and risks necessary to bring the goods to their destination (DAF, DES, DEQ, DDU and DDP).
In all terms, the respective obligations of the parties are summarized under ten headings, in which each provision in relation to the seller mirrors the position of the buyer on the same subject.
During the development of INCOTERMS-2000, considerable effort has been made to achieve the greatest possible and desirable consistency in relation to the various expressions used in the thirteen terms. This made it possible to avoid using different formulations to express the same concept. In addition, whenever possible, expressions used in the 1980 UN Convention on Contracts for the International Sale of Goods were used. Below is the content of some terms related to one degree or another with the implementation of transportation.
"Consignor". In some cases it was necessary to use the same term to convey two different meanings because there was no suitable alternative. Traders are familiar with this difficulty both in relation to contracts of sale and contracts of carriage. For example, the term "shipper" means both the person who delivers the goods for carriage and the person who enters into a contract with the carrier: however, the two "shippers" may be different persons, for example, in a FOB contract where the seller delivers goods for transportation, and the buyer enters into a contract with the carrier.
"Supply". It is especially important to note that the term "delivery" is used in INCOTERMS in two different senses. Firstly, it is used to determine the moment when the seller has fulfilled his obligation, defined in clause A4 of the INCOTERMS. Secondly, the term "delivery" is also used in relation to the seller's obligation to receive or accept delivery of the goods, an obligation that appears in paragraph B4 of the INCOTERMS. When used in this second case, the word "delivery" means, firstly, that the buyer "accepts" the very nature of the "C" terms, namely that the seller fulfills his obligations after the goods have been shipped, and, secondly, that the buyer is obliged to accept product. This last obligation is important in order to avoid unnecessary charges for storing the goods until the buyer picks up the goods. Thus, under the terms of CFR and CIF, the buyer is obliged to take delivery of the goods and receive them from the carrier. If the buyer fails to fulfill this obligation, he is obliged to compensate the seller who has concluded a contract of carriage with the carrier, or the buyer will have to pay demurrage in order for the goods to be issued to him by the carrier. When in this case it is said that the buyer is obliged to "take delivery", this does not mean that the buyer accepts the goods as conforming to the contract of sale, but that the seller has fulfilled his obligation to deliver the goods for carriage in accordance with the contract of carriage, which he is obliged to conclude in accordance with paragraph A3 "a" of the terms "C". Therefore, if, after taking the goods at the destination, the buyer finds that the goods do not comply with the terms of the sales contract, he can use the remedies against the seller that are provided to him by the sales contract and applicable law. As stated, these matters are completely outside the scope of INCOTERMS.
In appropriate cases, INCOTERMS 2000 uses the expression "placement of goods at the disposal" of the buyer when the goods are placed at the disposal of the buyer at a certain place. This expression has the same meaning as the expression "delivery of goods" used in the 1980 UN Convention on Contracts for the International Sale of Goods.
"Usual". The word "usual" appears in several terms, for example, in EXW Franco Factory in relation to delivery time (paragraph A4) and in terms "C" in relation to the documents that the seller is obliged to provide and the contract of carriage that the seller is obliged to provide (paragraph A8 , A3). Of course, it can be difficult to say exactly what the word "usual" means, but in many cases it is possible to determine what individuals and what they usually do in the trade, and this practice is becoming generally accepted. Therefore, the word "usual" is more useful than the word "reasonable", which requires an assessment not in terms of world practice, but taking into account the more complex principle of good faith and fair business practices. In some circumstances it may be necessary to decide what "reasonable" means. However, for the reasons given, in INCOTERMS the word "ordinary" is in most cases recognized as more preferable than the word "reasonable".
"Ports", "places", "points" and "premises". With regard to the indication of the place where the goods are to be delivered, different terms are used in INCOTERMS. In terms intended to be used exclusively for the carriage of goods by sea—such as FAS, FOB, CFR, CIF, DES, and DEQ—the expressions "port of shipment" and "port of destination" were used. In all other cases, the word "place" was used. In some cases, it seems necessary to also indicate a "point" within a port or place, since the seller may need to know not only that the goods are to be delivered to a certain area, such as a city, but also where within that city the goods are to be delivered to buyer's order. Such information is often absent in contracts of sale, and therefore INCOTERMS provide: if a specific point within the agreed place has not been agreed upon, and if there are several such points, the seller can choose the point that the best way meets its purpose (see, for example, paragraph A4 of the FCA term). Where the point of delivery is the seller's 'place', the expression 'seller's premises' (FCA clause A4) has been used.
"ship" and "vessel". In terms intended for use in the carriage of goods by sea, the words "ship" and "ship" are used interchangeably. Needless to say, the term "ship" should be used when included in the trade term itself, such as "free alongside ship" (FAS) and "delivered from ship" (DES). Also, given the traditional use of the expression "passing the ship's rail" in the term FOB, the word "ship" should have been used.

• Shishkoedova N.N. Export and import. Accounting, taxation, legal aspect (fourth edition, revised and supplemented; edited by E.V. Shestakova). - GrossMedia Publishing House: ROSBUH, 2013

Export provides a significant part of the income to the budget of the Russian Federation, so the customs and tax authorities are sensitive to any violations in this area. This is especially true of such an operation as payment for goods for export. If the funds were transferred by the buyer to the supplier with the slightest violation, you can get serious penalties that not only level the possibility of receiving proceeds from foreign economic activity, but also make it unprofitable.

To avoid this, a professional transport and logistics company " Customs technologies» has created a special unit that deals with payment issues under various schemes that are absolutely legal and legitimate. Our experts will tell you how best to make a payment, what mechanisms to use, what documents and in what order to draw up and provide. We will competently fill out the documentation in accordance with Russian and international legislation, as well as certificates of origin of goods, and other documents.

Currently, there are several options for paying for export products, which is due to the ability of a particular buyer company to transfer banknotes with minimal costs and risks. For example, a foreign trade transaction can be paid for in cash, funds, by bank transfer and through a third party.

Is cash payment to the supplier suitable for export?

Paying in cash on the spot is one of the most reliable options for purchasing goods from a Russian supplier, be it a manufacturer or a commercial exporting company. At the same time, different delivery options can be agreed upon, which can be carried out by the supplier, the recipient, or a third party - the carrier company.

The choice of a professional carrier will allow you to avoid "pitfalls" when processing documents, choosing a route and vehicle, as well as errors when filling out customs and permits. This is especially true if the supplier does not have experience in foreign trade operations, does not have its own vehicles, knowledge, connections and a staff of highly specialized specialists with the appropriate computer equipment and software.

When choosing the transport and logistics company "Customs Technologies" as a carrier, not only cash payment for goods for export will be simplified, but all the necessary customs formalities will be observed. You must understand that the main risk when choosing this payment method is the refusal of the supplier of goods to participate in the foreign trade transaction and send goods for export on its own behalf. In this case, you will be left with nothing and will not be able to sell the goods correctly.

But if our specialists are involved in the work, such troubles will not affect our client, since a third party, the Customs Technologies Group of Companies, can act as an exporter. This operation is absolutely legitimate from the point of view of Russian and international law, since in this case the carrier acts as a contract holder who accepts the cargo and all legal rights to it on the territory of the Russian Federation, after which it exports it to the recipient on its own behalf, providing the seller with payment for the goods in one's own name.

That is, the supplier company will legally have nothing to do with foreign trade activities, which will guarantee the absence of possible sanctions from customs and tax authorities, since all risks are assumed by the Customs Technologies carrier, which has:

• More than ten years of experience;
• Own large fleet of vehicles;
• Own modern consolidation warehouse;
• A large staff of highly qualified specialists, etc.

We pay by bank transfer correctly!

Above, we considered the possibility of paying for products in cash and by a third party. There is also an option to pay through offshore, but, in fact, this is also a payment option by a third party. Now let's stop at work through a cashless payment. This is a fairly convenient form of payment for goods for the export of goods, which, however, requires special attention.

The main postulates for the correct payment: competent preparation of documents, the availability of a complete package of documentation and risk minimization. In this regard, there are several options for international settlements:

• Advance payment. It may be complete or partial. The full option is rarely used in a highly competitive environment, as many suppliers are willing to take certain risks. At the same time, a partial advance payment (for example, 25-35%) is quite acceptable. To minimize risks on the part of the importer, the payment can be confirmed by the exporter's bank.
• Postponement. This payment is usually used bank guarantee or a standby letter of credit. Usually, a delay means payment within, for example, 30, 60 or 90 days after receiving the goods. If the buyer does not make payment in specified dates, funds are withdrawn from the guarantee or letter of credit.
• Commercial letter of credit. In terms of security, it is second only to an advance payment. At the same time, it requires a large number of complex documents and can be expensive in itself.
• Documentary collection. By choosing this method, the supplier will pay less money than when choosing a letter of credit, but must be prepared for the client's refusal to pay the bills. I.e, this method good for verified buyers.
• Open account. Payment is made after receiving the goods within a predetermined period and is not guaranteed by the buyer. That is, it can only be used for especially trusted buyers.

We offer you and your business advice on the correct execution of an export transaction and complete

Foreign economic activity provides for a mutually beneficial international exchange of goods, in order to obtain additional markets, or to acquire the necessary material resources.

For the implementation of export at the initial stage, an export sales contract is drawn up. In order to draw up a correct foreign trade contract, it is necessary to know and comply with the requirements of the current legislation, have necessary information concerning financial and monetary aspects foreign market, currency control procedure.

Foreign trade contract (international contract)is the main document of any foreign economic transaction.Exist different kinds international contracts and they are subject to various mandatory requirements.

Requirements for a contract for the export of goods.

A foreign trade contract must be drawn up taking into account the state, and especially the customs legislation of both parties. If any points were missed in the process of drawing up the contract, these conditions will need to be spelled out in additional agreements.

Contract for the export of goods (contract)has the following sections:

1. Names of the parties (also indicated in the passport of the import (export) transaction);
2. Subject of the contract - the name of the goods or the purpose of the transaction, for example - the goods supplied under this contract are specified in the specification or annex to the contract and are its integral part;
3. In the case of a framework contract, a form for agreeing on individual deliveries is required, this may be an annex, specification, etc.;
4. The amount of the contract in the currency of the contract (this amount is also indicated in the transaction passport, if necessary);
5. Contract currency. The foreign trade agreement must necessarily specify the currency in which the settlement between the parties will take place (Russian rubles, US dollars, Euros, etc.). Also, the currency is indicated when opening the transaction passport;
6. Terms of payment. In addition to the export contract, these conditions must be spelled out in the export transaction passport;
7. Delivery time (must be tied to a specific moment);

8. Terms of delivery according to Incoterms 2010;

9. List of documents sent by the supplier along with the delivered goods;

10. Terms and conditions for the return of payment in case of violations of the terms of delivery;

11. Force majeure circumstances;

12. Place of arbitration;

13. The term of the contract is indicated in the passport of the export transaction.

14. Legal and actual addresses and bank details of the parties;

In the standard version, the contract amount always coincides with the amount specified in the main specification or annex for the goods. Such contracts are accepted customs clearance without any additional questions from the customs authorities.

Export form. Without what conditions can a foreign trade contract be declared invalid?

When registering exports, there are a number of conditions, the absence of which in the supply agreement may serve as a basis for recognizing such an agreement as not concluded:

1. Name and quantity of goods;

The customs authorities consider it possible, when examining the existence of essential conditions in the contract, to be guided by the Letter of the Central Bank of the Russian Federation from 15.07.96 N 300 " on "Recommendations on the minimum requirements for mandatory details and the form of foreign trade contracts"

1. Subject of contract- name and full characteristics of the goods, assortment, marking of goods, volume, weight, quantity of goods;

• an application for a certificate;
• incoming and outgoing invoice;
• certificate of quality or conformity for the exported goods;
• certificate of permanent nomenclature of production;
• contract with an additional agreement.
• power of attorney (for certificate form A)

Registration of customs documents for export.

When exporting to countries that are not members of the customs union, one of the most important stages of an export transaction is the receipt of a cargo customs declaration, a customs declaration for exported goods. When working with Russian customs services The following documents should be prepared with the utmost care:

• invoice indicating the terms of delivery;
• consignment note indicating the weight and number of seats;
• certificates and passports for products;
• contract with an additional agreement;
• Construction and installation works or consignment note;
• transaction passport;
• bank payment orders (payment for goods, payment of customs duty);

Freight customs declaration with the mark of the border customs authorities, through which the release of goods was carried out, is one of the main documents for confirming exports and refunding VAT previously paid for products exported at a zero rate.

If your company does not currently have all the resources for export processing, you have the opportunity to transfer this function to outsourcing. You can order customs services from us, or a complex