Week 1 – Week 18
Commercial Law
Year 2 – Semester 2
Topics: International trade, Contract drafting, Private international law
and Advanced corporate law
,Table of Contents
Part 1: International trade............................................................3
The International Sale of Goods I: Introduction to Trade – Week 1.. .3
The International Sale of Goods II: Incoterms – Week 3.................11
The International Sale of Goods III: Carriage of Goods – Week 4. . . .22
The International Sale of Goods IV: Payment – Week 5..................30
The International Sale of Goods IV: The WTO and (un)Fair Trade –
week 6 ...................................................................................... 37
Part 2: Contract drafting.............................................................38
Preliminary agreements – Week 2................................................38
,Part 1: International trade
The International Sale of Goods I: Introduction to Trade –
Week 1.
International trade law governs the rules and principles that regulate trade between countries. It
involves a combination of treaties, agreements, domestic laws, and international organizations that
oversee how goods, services, and intellectual property move across borders.
Foreign trade can be defined as any trade, economic activity, commerce, contracts, transactions, and other
activities involving the movement of goods, other tangible property, intangible assets, property rights or
services between different territories.
OECD = International Organization for Economic Cooperation and Development.
When we say global trade, we cover tangible things and services.
Trade and openness(lack of restriction) to foreign investment are two critical channels through which
societal resilience generates economic outperformance, and the other way around.
What is covered by international trade (including digital trade)
1. Goods: involves the export and import of physical products across borders.
2. Services: covers cross-border transactions. Trading services covers a wide variety of sectors such
as transport, telecommunication, professional services, financial services, courier services, retail
and distribution, environment services and even tourism services.
3. The commercial aspects of intellectual property: to protect innovation and creativity across
borders. t is unlawful for others to make use, resell, rent out or supply the patented object or
process however, there is an option to have permission to grant a patent license, and there is a
special procedure for that.
Then we have copyright, it exists automatically. We also have neighboring rights in addition to
copyrights, there are neighboring rights. There rights protect the work of performance, music,
film producers and broadcasting companies. This also applies automatically.
Design rights protect the appearance of two or three dimensional products, this includes
wallpaper patterns, textiles, and the design of household items. To obtain this right, the design
must be registered and it must be new
, Database rights consist of collections of order data that may be protected by database rights
4. Certain aspects of public procurement refer to government purchasing of goods and services
from private businesses. International trade agreements ensure fair competition and non-
discrimination in foreign procurement markets. For example, police buying computers for the
police station or when building a new hospital, you need to have a contract
5. Foreign direct investment involves cross-border investment where a company establishes a
lasting interest in a foreign business.
FDI is the category of international investment that reflects the objective of obtaining a lasting
interest by an investor in a different economy from the nationality of the investor. The foreign
element is very important. There are two kinds of FDI, first is the creation of productive assets by
foreigners, and the second is the purchase of existing assets by foreigners. For example, through
mergers, take overs, acquisitions.
Digital trade refers to commerce, enabled by electronic means, telecommunications and covers trade in
goods and in services. For example, banks that rely heavily on the international transfer of data. There are
specialized rules but also the general rules apply as well.
The CISG - Convention of international sales and goods
Entry into force: 1 January 1988. Parties: 97
Purpose: a uniform regime for contracts for the international sale of goods.
The CISG applies only to international transactions.
International contracts falling outside the scope of application of the CISG, as well as contracts
subject to a valid choice of other law, would not be affected by the CISG.
Purely domestic sale contracts are not affected by the CISG and remain regulated by domestic
law
CISG relation to private international law and existing domestic law
CISG only applies to international agreements, and it avoids the recourse to rules of private
international law for those contracts falling under its scope of application.
Meaning that international contracts falling outside the scope of application of the CISG, as well
as contracts subject to a valid choice of other law, would not be affected by the CISG. Purely
domestic sale contracts are not affected by the CISG and remain regulated by domestic law.
Even if you come from countries that have not signed the CISG, you can still incorporate it if you
want to in the contract of sale.
CLOUT (Case Law on UNCITRAL Texts); CISG-online; IICL law: databases for relevant case-law.
Commercial Law
Year 2 – Semester 2
Topics: International trade, Contract drafting, Private international law
and Advanced corporate law
,Table of Contents
Part 1: International trade............................................................3
The International Sale of Goods I: Introduction to Trade – Week 1.. .3
The International Sale of Goods II: Incoterms – Week 3.................11
The International Sale of Goods III: Carriage of Goods – Week 4. . . .22
The International Sale of Goods IV: Payment – Week 5..................30
The International Sale of Goods IV: The WTO and (un)Fair Trade –
week 6 ...................................................................................... 37
Part 2: Contract drafting.............................................................38
Preliminary agreements – Week 2................................................38
,Part 1: International trade
The International Sale of Goods I: Introduction to Trade –
Week 1.
International trade law governs the rules and principles that regulate trade between countries. It
involves a combination of treaties, agreements, domestic laws, and international organizations that
oversee how goods, services, and intellectual property move across borders.
Foreign trade can be defined as any trade, economic activity, commerce, contracts, transactions, and other
activities involving the movement of goods, other tangible property, intangible assets, property rights or
services between different territories.
OECD = International Organization for Economic Cooperation and Development.
When we say global trade, we cover tangible things and services.
Trade and openness(lack of restriction) to foreign investment are two critical channels through which
societal resilience generates economic outperformance, and the other way around.
What is covered by international trade (including digital trade)
1. Goods: involves the export and import of physical products across borders.
2. Services: covers cross-border transactions. Trading services covers a wide variety of sectors such
as transport, telecommunication, professional services, financial services, courier services, retail
and distribution, environment services and even tourism services.
3. The commercial aspects of intellectual property: to protect innovation and creativity across
borders. t is unlawful for others to make use, resell, rent out or supply the patented object or
process however, there is an option to have permission to grant a patent license, and there is a
special procedure for that.
Then we have copyright, it exists automatically. We also have neighboring rights in addition to
copyrights, there are neighboring rights. There rights protect the work of performance, music,
film producers and broadcasting companies. This also applies automatically.
Design rights protect the appearance of two or three dimensional products, this includes
wallpaper patterns, textiles, and the design of household items. To obtain this right, the design
must be registered and it must be new
, Database rights consist of collections of order data that may be protected by database rights
4. Certain aspects of public procurement refer to government purchasing of goods and services
from private businesses. International trade agreements ensure fair competition and non-
discrimination in foreign procurement markets. For example, police buying computers for the
police station or when building a new hospital, you need to have a contract
5. Foreign direct investment involves cross-border investment where a company establishes a
lasting interest in a foreign business.
FDI is the category of international investment that reflects the objective of obtaining a lasting
interest by an investor in a different economy from the nationality of the investor. The foreign
element is very important. There are two kinds of FDI, first is the creation of productive assets by
foreigners, and the second is the purchase of existing assets by foreigners. For example, through
mergers, take overs, acquisitions.
Digital trade refers to commerce, enabled by electronic means, telecommunications and covers trade in
goods and in services. For example, banks that rely heavily on the international transfer of data. There are
specialized rules but also the general rules apply as well.
The CISG - Convention of international sales and goods
Entry into force: 1 January 1988. Parties: 97
Purpose: a uniform regime for contracts for the international sale of goods.
The CISG applies only to international transactions.
International contracts falling outside the scope of application of the CISG, as well as contracts
subject to a valid choice of other law, would not be affected by the CISG.
Purely domestic sale contracts are not affected by the CISG and remain regulated by domestic
law
CISG relation to private international law and existing domestic law
CISG only applies to international agreements, and it avoids the recourse to rules of private
international law for those contracts falling under its scope of application.
Meaning that international contracts falling outside the scope of application of the CISG, as well
as contracts subject to a valid choice of other law, would not be affected by the CISG. Purely
domestic sale contracts are not affected by the CISG and remain regulated by domestic law.
Even if you come from countries that have not signed the CISG, you can still incorporate it if you
want to in the contract of sale.
CLOUT (Case Law on UNCITRAL Texts); CISG-online; IICL law: databases for relevant case-law.
