1. Kansainväliset sopimukset Kalvot 3
Kauppa- ja kuljetussopimukset kansainvälisessä kaupassa
Matti Rudanko

2. Sopimussuhteet ja –suoritukset vientikaupassa
Kansainväliset sopimukset kalvot 3

3. Trade and Transport A) Incoterms C-D B) Incoterms F Seller Seller
Transport Contract
Goods
Goods S A L E
Carrier
Carrier
Goods
Transport Contract
Goods
Payment
Payment
Buyer
Buyer
Kansainväliset sopimukset kalvot 3

4. Incoterms 1 http://www.one-ill.com/downloads/incoterms%202015.pdf
Delivery clauses published by the ICC for international trade
applicable only if a a reference to them is made in the contract, e.g.
FOB Marseille Incoterms 2015
the following aspects are dealt with (see transp.)
passing of risk (cf. CISG art. 36,1 and )
responsibilities of parties for taking measures
responsibilities for costs
Kansainväliset sopimukset kalvot 3

5. Passing of Risk 1
The risk passes, if no carriage is involved, on delivery of the goods, consisting of placing the goods at the buyer´s disposal on specified date
the conformity of the goods is assessed as at the time of passing of risk
What it means: the responsibility for the accidental (non-negligent) damaging of the goods
Kansainväliset sopimukset kalvot 3

6. the carrier has liability for the goods that can cover the damage
Passing of Risk 2
Determines who is to bear the loss arising out of a damage that occurred during carriage
the carrier has liability for the goods that can cover the damage
however, the liability of the carrier is limited
the compensation cannot always be collected from him
Kansainväliset sopimukset kalvot 3

7. If carriage is involved, the risk passes:
Passing of Risk 3
If carriage is involved, the risk passes:
when the goods is handed over to the first carrier
if the contract states that the goods is to be handed over to the carrier in a specified place (e.g. DAT) the risk passes when the goods is handed over to the carrier at that place
Kansainväliset sopimukset kalvot 3

8. Incoterms 2 E: sale where the buyer calls for the goods
the risk passes on delivery at S’s place of business
carriage and all costs are B’s responsibility
F: carriage is B’s responsibility
export formalities: B (FAS) / S (FOB)
import formalities: B
the risk passes on handing the goods to the first carrier (FCA) / main carrier (FAS, FOB)
Kansainväliset sopimukset kalvot 3

9. Incoterms 3 [see transp.]
C: the carriage is S’s responsibility
the risk passes when the goods passes the ship’s rail (as in FOB) / to the first carrier
S carries out at his expense the export formalities but B the costs accruing after that
insurance: S / B
D: S’s total responsibility for delivery at a specified place where the risk passes
Import formalities B’s responsibility except DDP
Kansainväliset sopimukset kalvot 3

10. Delivery: Passing of the Risk
delivery at the port of shipment
port of shipment: Tukholma
Case 1: CIF Helsinki
Case 2: FOB Marseilles
delivery at the port of shipment
port of shipment: Marseilles
Kansainväliset sopimukset kalvot 3

11. Parties to the Carriage
Shipper: agent of the seller (C and F)
Stevedore / Forwarder
Carrier
Kansainväliset sopimukset kalvot 3

12. Carriage arrangements
I Incoterms C - D
Consignor: seller (shipper as agent)
the carrier hands a bill of lading to the seller / shipper who forwards it to the buyer
the goods are available against the bill of lading
II Incoterms F
Consignor: buyer (shipper as agent)
Kansainväliset sopimukset kalvot 3

13. Trade and Carriage: case 1 (CIF)
Contract of Carriage
Seller
Carrier
BL1
Charter-party
BL1 S A L E
BL3
BL2
Bill of Lading
Buyer
Kansainväliset sopimukset kalvot 3

14. Trade and Carriage: case 2 (FOB)
BL1
BL1
Seller
Carrier C a r r. o n
tr.
Bill of Lading S A L E
BL3
BL2
Charter-
party
Buyer
Kansainväliset sopimukset kalvot 3

15. A bill of lading is Bill of Lading 1
a formal receipt stating that goods alleged to be of certain species, quantity and condition are shipped / received by the shipowner
a memorandum of the contract of carriage
a document of title to the goods
Kansainväliset sopimukset kalvot 3

16. The Role of the Bill of Lading
Determines the terms of carriage and delivery of the goods between the carrier and other bearer of the document than the consignor / shipper
Terms of carriage that have not been included in the bill of lading may not be referred to against the above mentioned bearer if there is no reference to them in the bill of lading
Stands for the goods and is negotiable (transferable) making them tradable while still in transit
Kansainväliset sopimukset kalvot 3

17. Bill of Lading as a Security
Transferable Security
You can receive the goods despite a possible better title to it of another (legitimation effect)
You cannot receive possession of the goods but by presenting the document
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18. Controversy between documents
Buyer Carrier
Bill of lading: Paramount clause:
Charter-party
exemptions from liability adopted by the Hague-Visby rules
supersedes conflicting terms in the charter-party
No liability of the carrier for slight negligence in handling and stowing the goods
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19. Controversy between documents 2
Buyer Third person
Bill of lading
Document of title of a third person
Gives a better title to a holder in goof faith
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20. Controversy between documents 3
Bill of lading
Sales contract
Carrier Buyer
Description of Goods
20 containers, 4 of which slightly damaged
no liability to the carrier for the damage because of the “claused” B/L
Goods sold
Spare parts of industrial machines, packaged in 25 flawless containers
Kansainväliset sopimukset kalvot 3

21. Controversy between B/L and Goods
Carrier Buyer
Bill of lading
Goods
Clean bill of lading:
the goods are in apparent good order and condition
The carrier is liable for possible flaw damage
When discharged at destination, some packages are flawed
Kansainväliset sopimukset kalvot 3

22. Clean / Claused B/L
As a rule, a general reservation (”quantity, contents, condition and quality unknown to the carrier”) will not suffice [transp.]
If checking has been possible a reservation does not exempt from liability
Unqualified information need not be taken that cannot reasonably have been checked
The Carrier should check the goods to be loaded and make in need reservations about defects
Kansainväliset sopimukset kalvot 3

23. Bill of Lading 2
The following forms of document holder protection require acquisition of the document in good faith
protection against lack / loss of title (legitimation effect, see above)
protection against objections regarding the information in the document: the goods must comply with the information
Kansainväliset sopimukset kalvot 3

24. B/L in CIF Trade B/L is a mere receipt of the goods received
The seller cannot be in good faith:
B/L is a mere receipt of the goods received
the seller cannot alter the freight contract by referring to the B/L
yet Hague-Visby rules apply
Kansainväliset sopimukset kalvot 3

25. B/L in CIF Trade, cont. The buyer can be a transferee in good faith
the carrier may not bring evidence to rebut this
The buyer can be a transferee in good faith
The carrier cannot refer to liability exemptions in the charterparty
the buyer can claim goods conforming with the B/L
Kansainväliset sopimukset kalvot 3

26. B/L in FOB Trade
As the shipper, the seller cannot be in good faith as to the goods: no protection by the B/L concerning the goods
the seller can be in good faith concerning the charterparty between the buyer and the carrier; protection by the B/L?
protection only as a transferee of the B/L
Kansainväliset sopimukset kalvot 3

27. B/L in FOB Trade, cont.
The buyer is the consignor and has no protection (no good faith) as to carriage terms in the c/p; but as to restrictions of liability, the compulsory Hague-Visby rules apply
concerning the goods, the buyer can be in good faith and have protection based on the B/L
Kansainväliset sopimukset kalvot 3

28. The B/L System: the Protection of the Buyer
Bill of Lading
Sale
The holder is entitled to the possession of the goods at destination
The buyer can rely on the information in the B/L and can claim goods conforming to it
Kansainväliset sopimukset kalvot 3

29. The B/L System: the Protection of the Buyer, cont.
The buyer can check the documents before paying
the buyer can refuse to pay for a claused B/L
he can reject non-conforming goods
in the letter of credit system: the bank monitors the conformity of the documents
Kansainväliset sopimukset kalvot 3

30. The B/L System: the Protection of the Seller
The buyer is not entitled to receive possession of the documents but against payment
the letter of credit system
right of stoppage in transit
Kansainväliset sopimukset kalvot 3

31. Right of Stoppage in Transit
The seller may not plead a breach of contract by the buyer against a holder of the B/L in good faith but
the seller can present a duplicate of the B/L (that can be obtained from the carrier on shipment) to the carrier at destination
it prevents delivery to the consignee
Kansainväliset sopimukset kalvot 3

32. The B/L System: the Protection of the Carrier
The buyer cannot base claims on the trade contract against the carrier (but the seller)
if the buyer rejects the goods the carrier can deposit it in a public warehouse
liability of the carrier
CIF (carriage contract with the seller):
B/L (buyer: goods and conditions of carriage)
charterparty (seller)
FOB (carriage contract with the buyer):
B/L buyer (goods)
charterparty (buyer)
B/L seller (conditions of carriage)
Observe the compulsory B/L liability rules
Kansainväliset sopimukset kalvot 3