Notiunea Si Efectele Contractul Comercial DE Vinzare Internationala
NOȚIUNEA ȘI EFECTELE CONTRACTUL COMERCIAL DE VÎNZARE INTERNAȚIONALĂ
CONCEPT AND EFFECTS OF THE INTERNATIONAL COMMERCIAL CONTRACT OF SALES
TABLE OF CONTENTS
INTRОDUСTIОN
1. GENERAL TERMS OF INTERNATIONAL COMMERCIAL CONTRACTS
1.1. The notion of legal characters and classification of international commercial contracts
1.2. The law applicable to international commercial contracts
1.3. The formation of international commercial contracts
1.4. Legal regulation of international commercial contracts
2. CONTENT OF INTERNATIONAL COMMERCIAL CONTRACTS
2.1. Clauses essential (necessary) and accessories (optional) of the contract
2.2. The effects of international trade agreements
2.3. Failure international commercial contracts
CONCLUSION
BIBLIOGRAРHY
INTRODUCTION
Actuality of Theme. Legal regulation of the trade agreement is very topical internationally today. In view of Moldova's European integration, adapting national legislation to European standards with regard to contracts has become a necessity.
The contract is a legal instrument, which achieves international exchange of goods, services and knowledge in a world about globalization. But the practical value and effectiveness of any agreement depends on mechanisms to ensure its implementation and realization of the main objective of any contract agreement.
Permanent legal system drew attention to the need to ensure compliance with contractual commitments to maintain a climate of trust between the parties is necessary for developing trade in goods, services and objects.
Contracts concluded international transactions whose size, intensity, variety, speed, geographic area, means are unprecedented achievement, are often subject to a variety of legal regimes. Legal regulation of international trade agreements is designed to avoid difficulties arising from the multiplicity of national laws and, primarily, to avoid conflicts of laws. Namely international instruments provide effective solutions on some issues different approaches in national legislation in the field of international commercial contracts.
Among the means to standardize the basic material right place occupies the Vienna Convention of 11 April 1980 on Contracts for the International Sale of Goods (herein after – Covent Vienna), which is absolutely the most important international conventions, as an effective tool for harmonization of international trade law.
A significant place in the sentence is assigned and discussions on international instruments smoothing an optional contract law.
Two main instruments of this kind were launched in recent years.
We have the following: "The principles relate to international trade agreements developed and published by the International Institute for the Unification of Private Law (herein after – the UNIDROIT Principles) and" Principles of European Contract Law "elaborated by the Committee on European contract law (herein after -Principles DEC) [12].
Of special interest is the knowledge of national legal systems, which have greatly exercised developments of contract law in general, and the institution's failure to apply the sanctions in particular. These national legal systems include the French law and German law systems that are part of continental law and common law family.
French law is indicated as the law applicable to traders Moldovan relations with business partners in France, relations, which are constantly growing, and diversity. Thus, in a greater or lesser extent, the Civil and Commercial Code French full or the main concepts and institutions were received in countries like Belgium, Luxembourg, Italy, Spain, Portugal, Romania, Latin America Egypt, Libya, Iraq, a large number of countries on the African continent and Oceania – former colonies of France, the US state of Louisiana, Quebec in Canada, etc. [24, p. 103].
In terms widely spread in the world, the Civil Code of 1804 is the ideal model of civil law. In this regard, we present an expression of Professor Ole Lando, Chairman of the European Contract Law, which argues that Napoleonic Code is "the most important export product that once existed in modern times always possessed a remarkable vitality" [1].
Great interest is the analysis of failure to apply the measures in the German legal system. German Civil Code (Bürgerliches Gesetzbuch – BGB) in 1900 had a particularly important role in the history of civil and commercial law of continental Europe, being a model for legislators from different countries. Thus, they were strongly influenced by German Civil Code civil and commercial laws of Austria, Switzerland, Greece, Japan, Brazil, USSR, Hungary, Czechoslovakia, and Yugoslavia etc. Similarly, German Civil Code played a leading role in developing civil law doctrine, it is a classic legislative expression pandects coding method and concept [13, p. 159]. For lawyers Moldovan civil and commercial law of Germany is of particular interest, both because the Civil Code of the Republic of Moldova has adopted many of the German Civil Code concepts in general and the law of obligations, in particular, and by virtue country Our tends to increase and diversify its economic relations with EU countries, including Germany, which occupies a prominent place among industrialized world.
In the 19 century and early 20 century, global trade was dominated by England and the US went after this role, both countries as part of the common law family. Apart from England and the US common law is shared by a number of national legal systems of different countries on all continents [14, p. 127]. Many instruments of uniform law in international trade have been developed taking into account the common law concepts.
The purpose and objectives of the thesis.
The aim of the thesis is to research and analyze the essence of the contract in international of law trade, both in terms of uniform law and the law relevant states.
To achieve this thesis were expected default following objectives:
– Identifying the meaning of the concept of legal regulation of international commercial contract under national regulations in some countries part of continental law (France, Germany) and common law (England, USA) and international instruments under the regulations to standardize contract law: Convention Vienna [5], UNIDROIT Principles Principles DEC [32];
– Analyzing the concept and characteristics of the contract and the basic conditions;
– Studying judicial practice and national and international arbitration in different countries and to identify suitable precedents in the matter concerned;
– Highlighting the similarities and differences between approaches in different legal systems on contract as a whole;
– Identification of principles governing the administration of the contract in international trade law.
Methodological work. Methodological Basis of the thesis consists of a set of means and procedures strictly defined theoretical and practical knowledge of researched field of legal reality.
In developing the thesis were applied several research methods socio-humanistic issues such as:
– Historical analysis applied to research the origin and evolution of the contract;
– Logical analysis (deductive, inductive generalization, specification, etc.), applied consistently throughout the thesis, especially in the synthesis of opinions of various authors on the concept and practical application of the legal institution of international commercial contract;
– Benchmarking throughout the paper used for finding similarities and differences contract;
– Systemic analysis, the study used different legal rules, though concern legal regulation of contract, however, are found in a multitude of regulations in different national legal systems and international instruments to standardize the law;
– Classification, used in assessing and defining the various concepts and terminology used in the thesis category;
– Synthesis, used to generalize the issues to be examined and to establish clear and concise recommendations.
The theoretical importance and value of the work.
The results for the science and practice are:
– From scientifically, such an approach will contribute to developing a general theory of contract in international trade law aimed at ensuring a deep and complex scientific approach to legal means ensuring protection of parties to the contract;
– In practical terms, the consolidated presentation of the parties to the contract will ease the perception about the possibilities and gives him the law allows them to choose that legal instrument which responds to its interests;
– Work can serve as a source for people concerned with international trade issues; ideas and concepts presented in the thesis can serve as a possibility to carry out new investigations and studies in the field.
Structure. Chapter 1 contains deep analysis of sources and scientific materials thesis: uniform law instruments, national laws, articles, monographs, textbooks, etc., published in different countries. As a result of studying literature, comparative analysis is performed of the existing situation in the field, describing the achievements and shortcomings, towards research and formulating problem solving directions. Describe the purpose and objectives of the thesis.
Chapter 2 is devoted to conceptual aspects of the concept of contract law regulating international trade. In this chapter analyzes clauses, the effects of contracts and breach of contract concepts in some national legal systems (French, German, common law systems) and in instruments of uniform law (Vienna Convention, UNIDROIT Principles Principles DEC).
1. GENERAL TERMS OF INTERNATIONAL COMMERCIAL CONTRACTS
1.1. The notion of legal characters and classification of international commercial contracts
International Commercial Contract Agreement will be done between two or more participants from different countries in international trade that determines, modify or extinguish legal relations of International Trade [20, p. 15].
Legal Characters of international commercial contracts are:
a) Contracts for pecuniary interest, which means that their purpose is to obtain a profit;
b) Reciprocal contracts perfect, which means that these contracts creates mutual obligations each party having rights and obligations;
c) Commutative contracts, whereas the existence and extent of the services undertaken by the parties are reliable and determined (or determinable) from the moment of conclusion. There are exceptions to this rule. Thus, in some cases, contracts may be random. So, for example, international insurance contract and international reinsurance contract risks, the existence and extent benefits depend on a future event and certain;
d) Contracts consensual because it validly concluded by the mere agreement of the parties.
Classification of international commercial contracts:
1) In relation to the effects that it generates:
a) Incorporation of rights contracts (e.g. contract of mandate, contract fee);
b) Contracts for transferring the rights (e.g. commercial contract of sale international);
c) Declaratory contracts (e.g. contract transaction).
2) Depending on whether or not expressly covered by the law distinguish:
a) Contracts called;
b) Unnamed contracts;
c) Complex contracts;
3) Depending on the mode of execution:
a) Contracts with instantaneous execution (e.g. contract of sale, if the buyer pays the price immediately take up good);
b) Contracts with successive performance (e.g. lease);
4) The correlation between them:
a) Principal contracts;
b) Ancillary contracts;
5) Depending on the duration for which ends:
a) Short-term contracts (up to 1 year);
b) Medium-term contracts (1-5 years);
c) Long-term contracts (over 5 years);
6) Depending on the subject to the obligations that they generate:
a) Contracts giving rise to the obligation to give;
b) Contracts that give rise to obligations to do (e.g. contract for contract transporacts with instantaneous execution (e.g. contract of sale, if the buyer pays the price immediately take up good);
b) Contracts with successive performance (e.g. lease);
4) The correlation between them:
a) Principal contracts;
b) Ancillary contracts;
5) Depending on the duration for which ends:
a) Short-term contracts (up to 1 year);
b) Medium-term contracts (1-5 years);
c) Long-term contracts (over 5 years);
6) Depending on the subject to the obligations that they generate:
a) Contracts giving rise to the obligation to give;
b) Contracts that give rise to obligations to do (e.g. contract for contract transport);
c) Contracts generating an obligation not to do;
7) After how to express the will of the parties:
a) Negotiated contracts;
b) Adhesion contracts;
c) Forced contracts;
d) Contracts authorized (for example, under Moldovan law, state enterprise may contract of lease or lien on Operative management transmitted to it only with the authorization of the Government or authority administrative authority);
8) Depending on the subject of obligations, mostly economic aspect:
a) Contracts for delivery of goods (e.g. contract of sale);
b) Execution of works contracts (e.g. contract for construction-assembly works);
c) Contracts for the supply of services (e.g. office, commission, store, transport, consulting, insurance, banking certain service contracts);
9) As compared with subjects taking part in the conclusion of the contract:
a) Contracts between legal subjects belonging to different states domestic law (called ordinary contracts);
b) Contracts between subjects as belonging to the international legal order and national legal subjects belonging to different members [2].
The conditions of validity of international commercial contracts
The conditions of validity of an international commercial contract means all the requirements established by applicable law or parts for that contract to exist and effects
Legal. If these conditions are not met, the contract can not exist, or if there are available.
In the absence of specific regulations, conditions of validity of international commercial contracts are the common law: the capacity; consent (consent); cause; subject; form (when it is prescribed by law under penalty of nullity).
The ability individual’s traders participating in acts of international trade is governed by lex statement.
The personal law, results in the following consequences:
a) If a person is able by his personal law, he shall be deemed capable of shipping will go;
b) If a person is considered incapable of personal law, it will be considered as such in any other country.
The ability to contract legal entities, subjects of national, is determined by lex society In terms of intergovernmental organizations, they were created by the signatory states to the Convention establishing their subjects have the status of legal capacity as derivatives whose purpose was conditional on the establishment of their envisaged [17, p. 112].
In turn, the state, having special legal status, capacity is falling under the impact of both the rules of national law and the rules of international law.
Consent is the outward manifestation of the will of the person to enter into a contract.
The manifestation of will may be express or tacit. The conditions of validity of the consent:
a) Come from a person with discernment;
b) Be externalized (express or implied);
c) Be expressed with the intent to produce legal effects (birth, modification or termination of rights and obligations);
d) Be certain (subject to charge and to get the essence of the contract);
e) Not be vitiated.
Vitiated consent is affected by:
a) Error, that misrepresentation of reality to conclude the contract. The error can be fact or law. Because the error to constitute grounds for cancellation of international commercial contract, it is necessary that it be considerable, meaning that the element on which the representation is false to be decisive for the conclusion of the act, so that if it were known reality, no contract are over. Because the error is significant, it is necessary to refer to false representation following:
-The nature of the contract;
Quality of substantial contract object (material attributes, authenticity, ownership, age, ability to serve the intended use etc.);
-The contract;
A party may request cancellation of the contract, if error-induced state of negligence.
b) The fraud, which consists of misleading a person through the cunning means to cause it to enter into a contract. Constituents deception are subjective element; the objective element. Subjective element consisting in the intention to deceive the person to cause it to enter into a contract. Element objective is to use various cunning means to achieve the intent to mislead. Because dolul be grounds for cancellation of the contract, it is necessary that the error be decisive for its conclusion.
c) Violence, coercion or threat consisting in a bad unjust person to produce a fear which leads it to conclude the contract, which otherwise would not be completed.
The objective element of threat or application of violence consists of wrong. The subjective element consists in fear of violence, as a result of threat or coercion, affecting consent.
Violence has as a vice of consent only when it is non legitimizes.
d) Lesion, which consists of material injury you suffer one of the parties contract because of obvious disproportion existing value when concluding act between bound and services performed by the benefit that would receive her. Element objective is manifestly disproportionate value between considerations. Subjective element consists in taking advantage of his lack of a set of circumstances in which the other heavy hand.
To make lesion serve basis for cancellation of the contract, it should following conditions are met:
-Star needed to be decisive for the conclusion of the contract;
-River contract to be concluded not simply unfavorable conditions, but extremely unfavorable to one party;
-Disproportion of consideration to be the time of conclusion of the contract and not a moment later;
-To prove that the other party took advantage of the state of emergency that was found in invoking the lesion.
The object of international commercial contract must:
-To be determined (individual or generic) or determinable. In the most elementary form, identifying the subject of the contract may be expressed by the formula "what and how". -To Exist;
-To be possible. Failure must be absolute; -To be lawful [22, p. 51].
The cause is the objective at the end of the contract, that interest which the parties seek to satisfy the contract.
To be valid, the case must meet the following conditions:
-To exist. Legal act ended without question can not have any effect;
-To be real. Legal act founded on a false question can not have any effect;
-To be lawful and moral. It is unlawful because contrary to law, public order or morality. The existence of the case is presumed by law [16, p. 57].
Form international trade agreement:
There are three types of international commercial contract form: verbal, written or authentic Parties can take in writing any contract, unless the law expressly requires another form, for example, authentic form.
There are different ways of written form. The contract may take the form of a document signed by persons who conclude or persons empowered to do it in a proper way. Also, the contract may be concluded through the composition of several documents signed by the parties they dispatch: by exchange of letters, telegrams, telefonograme, electronic documents etc.
The literature has offered insights, as that form is not a condition of validity for humanity quasi-international commercial contracts. Other authors deny the veracity of that assertion, whereas when lex contractus is an imperative legislation containing rules on formal requirements and registration of certain categories of contracts, contract parties also can not neglect the legal provisions. Thus, a contract of pledge international trade, which falls under Moldovan law, will be registered as established by law in question, under threat of nullity [18, p. 169].
The regime of international commercial contracts invalid:
To the extent that a contract does not comply with the validity terms, it lacks its effects through invalidity. Nullity may be absolute or relative.
That nullity is absolute compliance on to the contract, a rule that protects a general interest public. It is that relative nullity compliance on to the contract, a rule that protects a particular interest, individually, personally [13, p. 74].
The contract void (affected by absolute nullity) available any time and shall have no effect.
Cancelable contract (affected by relative nullity) until it is canceled it produces all its effects; from the moment of nullity is rendered, these effects fall, they were destroyed and gone.
Any interested person may invoke absolute Nullity.
Nullity features are:
– The court may invoke the absolute nullity ex officio;
– Absolute nullity can not be covered by confirmation;
– Absolute nullity action is imprescriptible.
Absolute nullity sanctions apply in the following cases:
a) Forming an essential element of the contract, such as consent, subject, because, ad valid form required;
b) The subject or because the contract contrary to mandatory rules, public order or morality;
c) The contract is fictitious or simulated;
d) The contract is concluded by a person without legal capacity.
Only the person whose interest is fixed relative nullity may invoke relative nullity. However, unsecured creditors of the party whose interest is fixed relative nullity may invoke the nullity of an indirect way.
Relative nullity features are:
– The court can not of its own motion relative nullity;
– Relative nullity may be covered by the confirmation that it is entitled invoke.
The relative invalidity grounds include:
a) The contract is concluded in breach of the limit powers;
b) The contract is affected by vitiated consent;
c) The contract is concluded by understanding the disjointed between Counsel and other;
d) The contract is forbidden to dispose of property.
As for the consequences of nullity of the contract, it is designed to restore as far as possible, the legal situation of the parties and third parties existing at the time the contract. In this regard, the nullity has retroactive effect.
Exception to the rule of retroactivity, depending on the circumstances, it occurs in contracts with continuous or sequential execution. Such contracts may be terminated only in the future.
Part and third parties in good faith are entitled to compensation for damage caused by invalid contract [4].
1.2. The law applicable to international commercial contracts
General. Choice of law by the parties of international commercial contract
The international nature of commercial contracts can cause conflicts in many legal systems, which are claimed competent to govern, in whole or in part, relations legal entity concerned. The problem of determining the relevant law comes to the fore when a dispute arises concerning international trade agreement.
For the reasons set out, since the time the contract, the parties must consider not only the law of their country (e.g. the laws of the countries with which one party is bound by nationality or domicile) but also provisions of other third countries. This may be the law of the country in which the agreement will or legal document, because, according to some legal systems, the act will be valid and will be able to produce effects even in a third country only if it is done in compliance with these laws. Likewise, the parties' ability to contract is determined in some legal systems, the personal law of each of the parties (personal lex), which may be the law of the country of nationality (lex Fatherland), the law of the country in question domicile or residence (lex residences), the law of the country where the legal entity has its principal place of incorporation times (lex society) [22, p. 37].
As to the consequences of a legal act – that the rights and obligations that will arise from this – they are determined generally by the law chosen by the Parties under the principle of autonomy – voluntary, lex. However, if the parties have not made such a choice, these effects will be governed according to the relevant legal provisions or by the law of the country where the act ends (lex loci actus) or the law of the country in which it is to be executed (lex loci or lex loci Execution Solution) or other national regulations to be laid down in the relevant connection points.
A key issue in forming and developing international trade agreements is to determine the lex contractus, ie competent law governing majority on the substantive issues and effects of the contract. Lex contracts can be determined in two ways: subjectively, that the will of the contracting parties, and objective, e.g. the objective of locating the contract to a specific area of law.
In this regard, the 1980 Rome Convention on the law applicable to contractual obligations, has the art. 4 that in the absence of choice, the contract is governed by the law of the country with which he sets most closely [15, p. 45].
The parties may determine the law conflict or substantive law that will govern the contract. The latter is recommended because it avoids the reference back.
Typically, the choice of applicable law or contract determination is made by the very contract by the parties, namely through its stipulation called trespassed to use the electoral law were clauses.
However, the parties are free to introduce in the actual content of the contract agreed between the normative provisions. Since the introduction, provisions of normative turn conventional.
Contract parties are entitled to agree on the change whenever applicable law. Determination after contract, the applicable law is retroactive and is deemed valid time of conclusion, notwithstanding its formal validity or the rights acquired by third parties in connection with this contract.
Lex is voluntary, the conflict rule of private international law, under which the contracting parties may choose the law competent to govern their contractual relationship (lex causa or lex contractus) a state's legal system. By lex contractus, that the law applicable contract means the entire system of law of the country concerned, and not a particular substantive law.
Norma lex voluntary, best meet the needs of international trade security and predictability. It allows the parties to choose the right material lex agreement of that country, which best corresponds to specific transaction in question, their interests and their known to them [23, p. 159].
Choice of law by the relevant international trade agreement jurisdiction
Unless the parties have designated the law applicable to international trade, in the event of a dispute, this task rests with the court or arbitration [6].
Each country has its own rules of conflict, making it unclear designation of the applicable law. A number of international conventions common principles require signatory states. One of the most relevant examples is the Rome Convention [11].
Under the Rome Convention, to the extent that the law applicable to the contract has not been chosen, the contract will be subject to the rule of law which it is most closely connected. Consequently. Applicable law may vary from one case to another on the same subject, if presents particularities [11].
In principle, it is presumed that the contract is most closely connected with the country where the characteristic performance must have, at the conclusion of the contract, his habitual residence or, in the case of a company, association or legal person, has its headquarters [28, p. 176].
By derogation from this principle, it is presumed that the contract is most closely connected with:
A) the State where the property is located, to the extent that the contract is a right in rem or right to use a building;
b) state that, when the contract on the transportation of goods carrier has its principal place of business, if this state coincides with the State in which the place of loading or unloading place of the consignor.
In harmony with the provisions of the Rome Convention [11], the Hague Convention of 1986 on the law applicable to contracts for the international sale of goods [7], provides that the sale is governed by the law chosen by the parties. Insofar as the parties have not chosen the applicable law, the sale is governed by the law of the state where vendor has its head when the contract.
However, the sale is governed by the law of the State where the customer is established when the contract if:
Negotiating were conducted and the contract was concluded between the parties in that State, or -River contract expressly provides that the seller must perform his obligation of delivering the goods in its territory, or -Sale was concluded under the conditions set mainly buyer and in response to an invitation he had sent to more people competing (tender) [25, p. 241].
Scope and limits of the law applicable to international commercial contract In accordance with the Rome Convention, the law applicable to a contract shall refer in particular to:
a) Interpretation;
b) Execution;
c) The consequences of breach, including the assessment of damage;
d) The various ways of extinguishing obligations, and prescription and limitation of actions; e) the consequences of nullity of the contract.
The agreement is particularly applicable to performance of the obligations under the contract. As for the manner of execution and the measures to be taken by the lender in the event of non-performance, should be considered the state law enforcement.
As a rule governing the law applicable to the existence and validity and existence and validity of any provision of the contract. However, to establish that did not agree, a party may rely on the law of the State in which he has his habitual residence if the circumstances occur that would not be reasonable to determine the effect of his behavior under the law applicable to the contract.
Form of the contract is determined by the law governing the fund (law of the contract).
If the application under the Rome Convention the law of a particular state, will be applied the provisions of the law of another State that the situation is closely connected, if and to the extent that, according to the latest state law, those rules must be applied whatever the law which is subject contract. Nothing in the Convention can not restrict the application of the law of the forum in a situation where they are mandatory irrespective of the law applicable to the contract.
Rome Convention enshrines the rule on keeping public order of the forum. According to art. 16, applying the laws of any State may be refused if such application is manifestly incompatible with the public policy of the forum.
Art. 1581 of the Civil Code of the Republic of Moldova stipulates that foreign law rule does not apply where the consequences of its application would contravene the public policy of the Republic of Moldova; by removal of foreign law will apply that law of the Republic of Moldova [1].
1.3. The formation of international commercial contracts
Offer to contract
The offer to contract is a proposal addressed to one or more persons, which contains all the essential elements of the future contract and reflect the tenderer will be bound by the acceptance of the offer.
The elements of the tender are:
a) The tender must be firm; Such a proposal for concluding a contract constitutes an offer if it is sufficiently definite and indicates the intention of the offered to be bound in case of acceptance. The more complete proposal with the greater its chances of being considered as an offer;
b) tenders must be accurate and complete; In this sense, the offer must contain all the elements necessary to carry out the will, so the contract is concluded by simply accepting it;
c) the bid must be unambiguous; offer will not be unequivocal when done with reservations, be expressed specifically by its author or resulting from the nature of the contract.
Forms can be the most varied supply. It can be made in writing or by actions that show the intention to conclude an agreement: publishing a notice in the newspaper, magazine, radio or television, placing a proposal on a website.
Offer may become obsolete in the following cases:
-if not accepted by the deadline set in the tender or the lack thereof, in time for the recipient to be able to express acceptance and the response to reach the bidder according to the circumstances of the case, the practice established between the parties and usages; -if the offer is rejected, express or implied. The offer shall be deemed revoked if the revocation is received notice about the person to whom it was addressed before accepting the offer or concurrently with it [19, p. 80].
Acceptance of the offer:
Acceptance of the offer is a manifestation of free will to enter into a contract under which the offer was addressed.
Acceptance form may be express (written, verbal or by gesture – to public auctions) or implicit. Silence and inaction are not worth accepting if the law, in practice the usages established between the parties and not otherwise apparent.
The conditions, which must meet, accepted:
a) Acceptance of the offer must conform; any modification, restriction or conditioning the bid will not be considered as acceptance, but as a new offer that will make obsolete the original offer;
b) Must be unquestioned acceptance;
c) The acceptance must reach at fair person; if the offer was addressed to a certain person, only that person can accept. If this is the case of a public offer,
Offer can come from anyone who wishes to conclude the contract;
d) Acceptance must be made before the bid lapsed or been revoked.
In this regard, the offer made to a person present can only be accepted on the spot immediately. This rule applies when the offer is made by means of instantaneous telecommunication (eg telephone). If the offer is made to a person absent, that which is not in the same place and is sent by mail, fax, telex, courier, e-mail, radio, television, etc.
There are two possible situations:
-If the tenderer has set a deadline for acceptance of the offer may be accepted only within;
-If offer does not contain a deadline for acceptance, it may be accepted only until the bidder could expect under normal conditions, given the means of communication employed by the offered, the response is received.
Acceptance of the offer shall be deemed revoked if the revocation reaches the offer’s notification of acceptance prior to or concurrently with it.
After general rules belated acceptance of the offer amounts to a new offer. However, the late acceptance can take effect if the offered shall promptly acceptor that he considers acceptance received within [29, p. 115].
The time and place of conclusion international trade It is considered time of conclusion of the contract at the time the offer and acceptance meet and thus formed will agreement.
The importance of measuring the time the contract is manifested in the following aspects:
-In depending on the time the contract is estimated capacity of contracting parties;
-In relation to this moment are obvious causes of nullity of the contract, including the existence of vices of consent;
– The time the contract is the criterion that will determine the law applicable in case of conflict of laws over time;
– The time the contract is the starting point of all effects, unless the law or the parties do not secure another term;
– The time the contract is the starting point to run certain legal and conventional terms, such as, for example, the period of limitation;
– Determines the time and place of conclusion to its conclusion.
Determining the moment of conclusion is based on two assumptions:
a) Conclusion of a contract between present. In this case, the timing of conclusion does not present any special problems. Timing of conclusion will be that the bidder and the acceptor, being in front, agree on concluding the operation that often takes the form of signature applied by the parties. Similarly the time the contract is determined by phone because the parties perceive their direct and immediate declarations of will;
b) Conclusion of a contract between absent. The difficulty of establishing the time the contract is that time of acceptance by the offered event coincides with the knowledge not accepted by the bidder.
In legislation of different countries have emerged more systems:
– System-show acceptance of this system is laid down in the common law systems.
Under this system, the contract is concluded when the recipient accepts the offer, even if not communicated such acceptance.
– Dispatch system acceptance; under this system, the contract is concluded when the acceptor has sent its reply positively.
– Reception system acceptance; under this system, the contract is concluded when the acceptance reaches the offer or, whether it is aware of its contents.
– Information system; under this system, the contract is concluded when the tenderer was effectively acquainted acceptance.
The Republic of Moldova is characteristic reception system acceptance.
Place of conclusion is where agreement was reached of the parties. This place is irrelevant because it is a criterion for determining the law applicable to the contract with foreign elements.
Determination of the place of conclusion is made in conjunction with the system adopted for the timing of its conclusion.
The conclusion of the contract between the present site is the location of the parties. In case of contract phone is considered the place where the conclusion is that the bidder.
In the case of contracts between absent, system acceptance and the receipt of information, the contract is concluded at the residence or premises tenderer if the contract is not indicated another place. On the other hand, according to the show and the dispatch system acceptance, the contract is concluded at the place where the domicile or headquarters acceptor [25, p. 168].
Peculiarities of concluding international commercial contracts by electronic means Electronic commerce is entrepreneurship of individuals and legal entities sale of goods, works or service, performed with use electronic communication and / or electronic contracts.
Electronic contract represents all electronic documents constituting the contract of civil law, following the establishment, modification or termination of civil rights and obligations, may be covering the goods, works or services.
According to Moldovan law, can not be completed as electronic contract:
a) contracts under which appear or transmitted over property rights, except leases or lease;
b) concluding contracts which require by law, participation courts, public authorities or public officials;
c) contracts surety and pledge of securities, executed by persons acting for purposes unrelated to their commercial activities;
d) contracts that are governed by family law or the law of succession [4].
Subjects of electronic contract may be individuals and legal entities, including foreign, regardless of the type of property and legal form and the State as a subject of law, participating in e-commerce.
Contract parties are electronic commerce agent, on the one hand, and the purchaser or beneficiary, on the other hand.
Objects of electronic contract are:
a) The assets that can be disposed of under the legal provision;
b) work;
c) services.
As to form, after the evidential legal power, electronic contract is equivalent to the contract shall be in writing and signed by the parties, including stamps authenticated parties.
The content of the electronic contract must contain the following compulsory clause:
a) How the stages of conclusion of the contract;
b) The application of digital signature;
c) The language of the contract is drawn up;
d) The presentation and withdrawal of the offer and acceptance;
e) Main rights and obligations of the parties;
f) The nature, characteristics and price of the goods, work or service charge;
g) How to make the settlements between the parties;
h) The conditions for waiver of the legal act;
I) Procedure and terms of performance of obligations;
j) The modification of the contract;
k) Clauses that are included in the contract with reference to electronic documents and electronic communications and how to access such references;
l) Termination clauses;
m) Legal and electronic addresses and bank identification elements parties;
n) Other clauses coordinated among themselves.
The mechanism consists of conclusion electronic combination of two essential elements: offer and acceptance.
Offer and acceptance shall be deemed received by the recipient after sending the notification, in the form of electronic communication, on their receipt, unless the parties have agreed otherwise.
The recipient deems the formation of the electronic contract, whether electronic contract provides otherwise.
Rank conclusion is considered the place where the agent e-commerce bidder, unless the contract provides otherwise [31, p. 156].
1.4. Legal regulation of international commercial contracts
Uniform legal framework of International Commercial Contracts.
Contracts may be made orally or in writing. In the second case, its terms may occur either in an organized form, systematic (in the memorandum) or embedded in other operational documents (invoices, certificates, receipts etc.).
Because the contractual relationship established between two or more parties with opposing interests virtual, terms of the contract are completed and limited rule of laws. This is meant to protect the interests of the parties and to define concrete relations between them in case the contractual provisions are unclear or even missing [13, p. 104].
The international legal framework governing the activity of contracting and carrying out international transactions consists of 3 categories of legal sources: national legal systems, international practices and international conventions (uniform international law).
National legal systems
Continues to play an important role in regulating international trade relations. In principle, any international legal system may be able to rule an external agreement, provided that the Parties have designated it for this purpose, by an express clause "law of the contract". The law applicable to international sale contract includes the whole range of normative regulations of a state and not a single act or law [10].
Therefore, if the parties do not specify in the contract is the law applicable to the contract, the contractual relationship arises a conflict of laws to be resolved by the rules of private international law (conflict rules). Here are a few such rules:
– Lex voluntary, – enabling (right) parties to designate the law applicable to the contract;
– Lex loci agreement (lex loci actus) – the law applicable to the contract is the law of the country in which the contract was concluded;
– Lex loci execution – provided that the applicable law is the law of the country where contract performance takes place (or critical operations);
– Lex rei sitae – it provides that the applicable law is the law of the country where the property is situated forming the contract;
– Lex venditoris – provides that the applicable law is the law of the land seller.
In conclusion, the parties in international commercial contracts are free to determine the national legal system will govern the legal relationship between them. Judgment parties stated in clause "law of the contract" has the force of law, that it can not be circumvented by anyone. Any court called upon to judge in case of dispute (whether it is an ordinary court or an arbitration body) will apply that law [9]. If the parties do not determine the law applicable, the court is one that will, applying the most appropriate conflict rule that contract. In any case, the lex contract governs all legal transactions on training, effects and extinction of obligations [26, p. 251].
It is the repeated practice due to their frequent uses as contractual, legal rules have become character. In order to increase the efficiency, speed and safety of operations, international practice has achieved standardization and uniformity of international usages. Some international organizations (UNCITRAL, UN – ECE Paris CCI, traders' associations, etc.) conducted the standardization of certain categories of usages, as: delivery conditions, standard contracts, general conditions, framework contracts etc. because they can be understood and interpreted as worldwide [12].
International conventions on international commercial contracts constitute a complement to the international legal framework in the field. They provide clarifications and regulations especially in the fields and areas not find any regulation in the legal systems of different states, either in international practice.
2. CONTENT OF INTERNATIONAL COMMERCIAL CONTRACTS
2.1. Clauses essential (necessary) and accessories (optional) of the contract
Depending on the importance and impact on the very existence of the contractual terms of the contract, there are essential clauses (required) clauses accessories (optional). Essential clauses are those provisions whose existence is crucial to any agreement and whose presence in the contract's validity depends on itself. Clauses accessories are not absolutely indispensable for the establishment and conduct of contractual relationships; the parties are free to include them in the contract or to omit them.
According to Moldovan law, it is essential terms are established as such by law, stemming from the nature of the contract or who at the request of a party, have made an agreement.
If it arises doubts about the essential nature of a clause, the court will determine if this is essential given the nature of the contract or incidental circumstances in which it was concluded, its interpretation is given by the parties or may be deducted from their behavior, and usages.
Essential terms, larger common contracts are:
a) The parties to the contract;
b) The contract.
Any agreement is intended to create obligations, whose object is always a benefit. The benefit, in turn, will be to give, to do or not to do.
All contractual terms which are not classified as essential clauses accessories.
Accessories clauses present in most of the international commercial contracts are:
a) Clause on the quality of the services; where quality performance is not expressly determined by the contract, the debtor is obliged to execute at least one quality benefit Average;
b) Clause on the term;
c) Clause on price; price can be determined or determinable. When a the contract does not fix or make provision for determining the price, the parties are considered, in the absence of any indication to the contrary, were related to the price generally charged at the time the contract for such performance in comparable circumstances in the commercial sector concerned or, if such price is available, at a reasonable price [21, p. 155-156].
Clauses express and implied terms:
The contract legally commits the parties not only to what they stated expressly, and everything that follows from nature under the law, usage or principles of equity.
Sources implicit obligations:
a) The nature and purpose of the contract;
b) Practices established between the parties and usages;
c) Good faith;
d) What is reasonable?
Default clauses are classified in turn in:
a) Default clauses in fact: those provisions, which have not been expressly stipulated by the parties the reason they are so obvious, given the nature or scope of the contract and the principles of fairness and good faith, that the parties deem into force without mentioning them;
b) Default clause in the rule of law;
c) Under customary default clauses [16, p. 290].
The standard contractual clauses (clauses type)
Standard terms are provisions which are prepared in advance for general and repeated use by one party and which are actually used without negotiation with the other party.
Characters essential standard clause:
a) Clause is formulated in advance;
b) Clause is designed for repeated use for a multitude of contracts;
c) Clause user is presented by the other party – adherent – without, of actually negotiated.
Nothing contained a standard clause that is of such a nature that the other party could not reasonably have expected it, it is effective unless it has been expressly accepted by that party. As a criterion for determining the unusual nature of the clause will be expectations of a discerning and diligently adhering average found in similar contractual relationships. Protection against unusual clauses can not be invoked if the provision in question was expressly accepted by acceding.
In case of conflict between a standard term and a term, which is not standard, the latter shall prevail.
A standard clause has no effect if disproportionately prejudicial, contrary to principles of good faith, with the other part. In order for a clause to be void, it must meet the following conditions:
a) Clause subject to prejudice the other party to the contract;
b) The injury caused to be disproportionate, contrary to good faith [3].
If the standard contractual clauses have become part of the contract or are invalid in whole or in part, it is available in the remaining contract. The arbitration clause (the arbitration agreement)
Arbitration Convention is an agreement of the parties to submit to arbitration all or certain disputes, which have arisen or will arise between them in relation to their trade. Arbitration Convention can be expressed in the form of a clause in the contract or in the form of a separate agreement [8].
The features of the arbitration agreement:
– The existence, validity or maintaining in force the arbitration agreement does not depend on the fate of the main contract to which this Convention applies; declaring the main contract today, cancellation, termination, termination of the arbitration agreement does not affect [6].
– The law applicable to the arbitration agreement may not be the main law governing the contract.
The validity of the arbitration agreement must be assessed under the law, which the parties have subordinated it, or failing any indication to that effect under the law of the country where the judgment was given.
The conditions of validity of the arbitration agreement are similar to ordinary contracts:
The capacity to contract; the existence and validity of consent; a lawful object; the conditions of form. The arbitration may be of institutionalized or ad-hoc.
The effects of the arbitration agreement:
The obligation of the parties to submit to arbitrators settling disputes;
b) Founding competence of the arbitral tribunal to settle disputes covered by the Convention arbitration; in this respect, dispute the existence or validity of the arbitration agreement does not prevent arbitral tribunal to continue the proceedings, to rule on its jurisdiction and, if affirming its jurisdiction to adjudicate on the dispute without waiting for the fate of a any action for annulment before the competent state jurisdiction;
c) The principle of incompetence state jurisdiction to settle disputes covered by a arbitration agreement.
In the arbitration agreement, the parties will refer to:
– Litigators to be settled by the court of arbitration;
– Arbitration court structure;
– The place of arbitration;
– The language of the arbitration proceedings;
– Applicable law [27, p. 68].
Clauses insurers aim to offset the risks insurers clauses are designed to minimize the risks:
– socio-political: wars, strikes etc.;
– Politico-administrative: establishing embargoes, introducing special schemes of import-export operations etc.;
– Economic: fluctuations in exchange rates of national currencies etc.;
– Natural events: droughts, floods, earthquakes and other disasters.
Clauses insurers aim to:
– Maintaining value of the contract;
– Adapting to the new contract.
A. Maintaining the value of the contract clauses.
a) Strengthening currency clauses:
contractual stipulations aimed at the protection international commercial contract parties against the risk of devaluation related payment. The terms of the parties concerned entails the establishment of two currencies – one payment (which is less stable, more exposed to the fluctuations and depreciation) and another account (which is stronger, more stable).
Example: a vendor in Moldova sell an American buyer a commodity whose price is measured in dollars, based on parity determined as follows: 1 USD = 13.50 lei. In the execution of the contract, however, the dollar was worth no more than 13.00 lei. In this case, the seller has a return loss of 0.50 lei per dollar. If parity when the contract was US $ 1 = 13.00 lei and execution of the contract when parity was 1 dollar = 13.50 lei, then the seller would gain Moldovan lei to 0.50 per US dollar.
To avoid such situations, the Contracting Parties may either refer to a fixed parity contained in the contract: "The price is … lei. Parties choose as their currency US dollar account. At the time the contract is parity between the dollar and the lion, according to the official rate set by BNM, US $ 1 = 13.50 lei. If parity 1 US dollar = 13.50 lei will vary more than 10%, the price will change in the same proportion. "
b) The price revision clause; it can be of two kinds:
– Review clause with unique indexing: the amounts provided for in the contracts involve attachment of essential products, expressed as units (1kW per hour, one ton of coal). Based on indexation clause single price variation is calculated automatically, without the intervention of the parties or the court. To allocate risks between the contracting parties arising from price fluctuations, first have the opportunity to link the unit value with one of the following:
1) US $ (in this case, there is a risk that each party to see their national currency fluctuated against the dollar and the value of the dollar relative to gold ranging);
2) The currency of a third country (in this case, both parties bear the risk caused by varying course, so the currency of each of the contracting parties and third country currency);
3) Monetary gold (in this case, the risk for each contracting party to see its national currency in terms of gold ranging);
4) The creditor's currency (in this case, the creditor is not subject to exchange risk);
5) Currency borrower (in this case, the debtor is not subject to any exchange risk; it is where they have an agreement with any third-country clause without maintaining the value of the contract).
– Indexing cumulative review clause; time clause is welcome when the contract price depends on the value of a plurality of elements, such as labor, raw material etc; It assumes a cumulative indexation formulas indicated by the Contracting Parties.
c) Currency option clause liberator:
the debt is denominated in multiple currencies, the existing parity basis when the contract. At maturity, the creditor is granted the right to choose the currency of payment of the price.
Such a clause is advantageous to the creditor because the date of payment he may request the amount of the claim in the currency strengthened at the time of payment.
Example: "The Borrower shall pay to maturity 100,000 Euros or $ 125,000 US ".
d) Clause option of the place of payment:
Example: "The debtor is committed to pay at maturity 10,000 pounds in London, Dublin or Cairo." In this regard, account currency is the pound sterling. Payment, however, can be made in pounds Sterling, Irish or Egyptian the value of the claim being unchanged.
B. Terms of the contract adaptation to new circumstances.
a) Clause competing offer;
According to this clause, the seller undertakes to grant the buyer the same conditions that would give its competitors seller.
Example: "If, during the execution of that contract, the buyer shall notify the seller on receipt of a competing offer that emanates from a known supplier and offer contained a lower price than the contract, the seller must be within … align to offer competitive conditions. Otherwise, the buyer is free to sign a contract with the third party provider and the contract shall cease to have legal effect after the expiry of the above-mentioned ".
Clause competing offer may be stated more rarely in favor of the seller. In these cases, the seller is entitled to demand from the buyer that he first pay the price might get the same commodity from third party purchasers.
b) Favored-customer clause:
under its promissory pledges to its contractor to provide the most favorable conditions that would give the course execution of the contract, other partners would conclude a similar operation.
Example: "If the supplier would consent to other clients conditions as a whole, would be more favorable than those provided in this agreement for a comparable quantity and quality, the supplier agrees to the customer's consent and, on the day the third party shall apply."
c) Clause "hardship" (unpredictability):
It's called hardship or unforeseeable event that, during the period of a long-term contract, some events occur substantially changing stipulations that the parties took into account when concluding the contract and which are unfair contractual consequences for the least one of the partners. It is necessary that those events to occur without any fault on the part of contractors.
According to art. 623 of the Civil Code of the Republic of Moldova, if the circumstances that led to the conclusion of the contract have changed significantly thereafter, and the parties providing for this change, it would not have concluded the contract or would have done otherwise, contract adjustment may be required to the extent that a party can not be expected, taking into account all the circumstances of that case, in particular contractual or legal risk allocation, maintaining unchanged the contract.
For a situation to be qualified as a hardship and therefore can serve as the basis for one of the parties to the contract are entitled to demand adjustment of the contract, the following conditions must be met [30, p. 16]:
1) The circumstances which led to the conclusion must change the considerably after the conclusion of the contract. It matters not that the seriousness of the event, but its impact on contractual relations.
2) Circumstances have changed (or became known) after the contract.
3) Changing circumstances was unforeseeable at the time the contract.
4) The affected party does not expressly assumed the risk of changes in circumstances.
5) Must be inequitable effects of the situation in question should be borne solely by the affected side.
Hardship situation resembles that of force majeure. Their common element is the unpredictability. However, between the institution and the hardship of force majeure are the following differences: a) insurmountability: while only event more onerous hardship performance by one party, force majeure event attracts usually unable contract execution;
b) The purpose pursued by the parties: the invocation of the hardship situation aims to adjust to the new terms of the contract, whereas in case of force majeure purpose is to regulate the suspension or cancellation of the contract and hold harmless side that was unable enforcement.
As for the contract adjustment mechanism to the new circumstances, the parties are obliged, first, to have the contract renegotiated. Renegotiation procedure begins with the filing of the party entitled to demand adjustment of the contract.
The application in question must meet the following conditions:
a) Be made without delay;
b) To be motivated;
As a result of the renegotiation of the contract can create different situations:
1) Parties manage to find solutions adjust to new circumstances and conclude the contract amendments to the contract;
2) Negotiations fail because the other side denies hardship situation does not respond to the request for adjustment or for any other reason.
The court finds that there is a case of hardship can adapt the contract to restore its equilibrium. If the contract adjustment to new circumstances is impossible or can not impose one party, the disadvantaged party may request rescission or, where appropriate, termination.
Legal provisions enshrining the institution of the legal systems of hardship have facultative character, so that the parties may regulate the contractual obligation of the parties to proceed to modify the content of the contract during its execution when they occur, through no fault of parties, events could not be foreseen when the contract but which substantially changing elements envisaged by the parties at the time of contracting, one of the contractors creates a strain on substantial performance of the contract and therefore would be unfair to be borne only by the affected side [15, p. 53].
d) Force majeure clause.
Example: "… in case of force majeure, the contract is suspended and will continue under the new conditions that will be negotiated or after the period of suspension".
Regardless of the specifics of the contract, the circumstances that constitute force majeure is characterized by the following common features:
– The character unpredictable and insurmountable;
– The character that invokes the exterior;
– After the conclusion of the contract;
– Prevent or make it impossible to fulfill the contract;
-It produces no fault of the debtor;
Preventing caused by force majeure may be total or partial. Where prevention is total, fully exonerate the debtor to pay damages or penalties.
Then, however, when prevention is partial exemption from liability of the borrower is directly proportional to the specific effects of preventing [24, p. 172].
Criminal clause
In international trade agreements, the parties are free to agree on the size of compensation payable by the debtor who has not honored its contractual obligations to the creditor. If a contractual clause stipulating parties concluded an additional agreement or contract once the drawdown, but before the injury has occurred, which predetermines the amount of the damage, it is the penal clause.
The object is the penalty clause, usually a sum of money, determined or determinable, called penalty. Criminal clause may be stipulated in fixed size or as a share of the value of the obligation secured by penal clause or unexecuted part.
Form penalty clause should always be written.
Functions penalty clause are guarantee, evaluation, compensation, sanctioning stimulus.
The main characters of the penalty clause:
– The accessory so that the validity of the principal obligation is a precondition for the penalty clause;
– Reaches only when non-performance can be attributed to the debtor's guilt; – Is binding between the parties to the contract;
The types of penalty clauses:
– Inclusive penal clause: the creditor may claim compensation not covered by the clause in the criminal;
– Alternative penal clause: the creditor may claim or compensation, or a penalty;
– Punitive penal clause: the creditor may claim compensation over penalty;
– Exclusive penal clause: the creditor may only claim the penalty. In exceptional cases, taking into account all the circumstances, the court may order the reduction of penalty disproportionately high [31, p. 133].
2.2. The effects of international trade agreements
The principle of binding force of international commercial contract:
The principle of binding force of the contract (agreements are to be kept) found its classic formulation in the French Civil Code: "Conventions legally formed in place of the law to those who have concluded".
This principle is manifested in two aspects: positive and negative. Under the positive side, it means that the parties must comply fully with their obligations. Under a negative aspect, this principle is expressed in that the parties can not unilaterally abolish what has been mutually agreed [30, p. 103].
In this regard, the consequences of binding force of international commercial contract are:
1) Contracting Parties are required to strictly execute the benefits to which they obliged.
2) Contractual obligations must be performed in good faith. Good faith is expresses, first, in that the debtor is obliged to perform honestly and completely its benefits and, secondly, by the fact that the parties are required to cooperate with the execution their obligations when reasonably can be expected from it.
3) Contract may be modified or terminated by the will of one Contracting Party.
Effects of international trade to third parties In international trade law operating principle of relativity effects of the contract, that the contract can take effect only between the contracting parties in the sense that it can not generate rights and obligations for the benefit of, respectively persons other.
As an exception to the principle evoked by an agreement the parties may provide rights for the benefit of another person if the contract is for the benefit of third parties.
In international trade law this institution is encountered, for example:
a) In the case of international freight contract when the sender agrees with the carrier to deliver the cargo as last recipient, which is not party to the contract.
b) If the international insurance contracts when the policyholder stipulates that the insurer must pay compensation to the sum insured or a third party.
In addition to the conditions of validity of any contract, the contract on behalf of a third party must also meet certain conditions:
a) Willingness to stipulate in favor of a third party must be certain, unmistakable;
b) The individual beneficiary must be determined or at least determinable. The beneficiary is entitled to waive a right that was granted.
Revocation or amendment can be made only stipulation stipulated himself; Stipulated successors or creditors have no right to revoke or amend the stipulation.
Revocation or modification of rights conferred beneficiary can only be made until the beneficiary has not accepted or failed to act reasonably basis.
If not executed promissory obligations to the beneficiary is entitled to stipulate the following:
– To sue the promisor to be obliged to execute the benefit it owes to the beneficiary;
– To invoke the exception of non-performance of the contract;
– Perform rescission or termination of the consequences of this actually;
– To claim compensation, to the extent that production will prove injury to their property due to the failure of the promisor of obligation to the beneficiary.
The beneficiary does not support possible insolvency stipulated as part of the heritage law does stipulate.
If the beneficiary dies before being accepted right, it is transmitted heirs because the right was part of his heritage.
From third party service contract between it and the promisor is born a report of obligations. The third party beneficiary as creditor and debtor promisor has quality. Therefore, in achieving its rights, he can use all the legal means it has any creditor.
The contract on behalf of a third party shall not, in itself, relations between the stipulated recipient, aims to stipulate the exterior of the contract [14, p. 86].
Interpretation of international commercial contract interpretation of the contract is legal logical operation that determines the actual content of the contract, the existence, meaning and precise scope of contractual obligations by researching manifestation of will of the parties.
Rules of interpretation:
a) Interpretation is dominated by the principle of good faith;
b) The priority of the real will of the parties; the interpretation should be made starting from the real intention of the parties and not the words that this agreement was expressed. However, up to evidence to the contrary, it is presumed that the agreement reflects the willingness of the real intention of the parties. If the intention can not be established, the contract shall be interpreted according to the meaning given to it by any reasonable person in the same category as the parties in identical circumstances;
c) The effects set (default) interpretation of international commercial contract is starting from the consideration that it produces not only the effects expressly stipulated by the parties, and effects according to the nature of the contract, resulting from the law, customary practice or the principle of fairness;
d) Coordinated interpretation of the clauses. The terms of any agreement form a whole. Therefore, the terms and phrases used by parties should not be viewed in isolation but as an integral part of the general context;
e) Useful interpretation. In this regard, contract clauses shall be interpreted in the sense that effects may occur, but not in the sense that it would not produce any effect, since it is inconceivable that the parties have stipulated a clause without effect to be pursued;
f) Interpretation for the benefit of the weaker party. In this respect, in case of doubt, the clauses of a contract shall, preferably against that party has proposed;
g) The terms multifaceted interpretation; so when a term used in the contract can receive two meanings, both likely to take effect, he understood in the sense that fits more the nature of the contract;
h) Linguistic discrepancies. When a contract is drawn up in two or more the language versions are equally, it is preferable, in case of discrepancy between the versions, the interpretation according to a version in which the contract was originally drawn [33].
Enforcement of international commercial contract:
With regard to discharging its obligation, enshrined in many legal systems solution is that any obligation pure and simple, that is unaffected by a term or condition, it should have the legal relationship of obligations birth.
Term obligations become due only upon expiry.
Obligations affected by a suspense condition become due only to its realization.
In any other circumstances, obligations to be performed within a reasonable period of time after the contract.
If the period of performance of the obligation is determined, it is believed that the lender can not demand earlier performance. The debtor can perform the obligation but ahead of schedule, if the creditor has no valid reason for refusing enforcement.
Regarding the place of performance of the obligation, if it is not fixed and is not determinable from the contract, performance of the obligation is as follows:
a) The obligation to pay a sum of money, the place of business;
b) Any other obligation, at its place of business.
According to the principle of indivisibility of execution, the creditor may reject an offer to perform in part when due, whether or not such offer is coupled with ensuring full implementation of obligations, unless the creditor does not justify any legitimate interest in it.
The order of execution depends on the type of contract. The reciprocal obligations of the parties have executed contracts, usually simultaneously.
Execution costs will be borne by each party to the extent that they are necessary for the performance of their obligations.
With reference to the imputation of payments a debtor who owes more money to the same oblige may specify at the time of payment the debt to which the payment relates. However, the payment discharges first any expenses, then interest due and finally, the main flow. If the obligor makes no such specification, the oblige may, within a reasonable time after payment, declare to the obligor the obligation to which it imputes the payment, provided that the obligation is due and not subject to dispute.
Peculiarities pecuniary obligation fulfillment:
– Payment can be made in any form normally used in business at the place of payment;
– International Commercial Contract parties are free to decide the currency in which the payment. Payment in the currency of the place of payment should be made as there prevailing exchange rate in effect on the due date. However, if the borrower has not paid on the date on which payment is due, the creditor may require payment at the rate of exchange prevailing on the due date of payment or the date of actual payment;
-if payment is made by bank transfer, then the time of execution, it releases a debtor from its obligations is when the transfer to the creditor financial institution is made;
-if the payment method of collection is documentary, period for payment fixed in the contract of sale commences, in principle, from the date of the invoice and shipping documents and transport were sent to the buyer, the bank's headquarters;
in case the payment is made by documentary credit, the obligation to open within a certain period shall be considered satisfied, usually the date stated as such by the issuing bank letter of credit [29, p. 138].
Changing international trade agreement
Changing international commercial contract can be of two kinds: conventional statutory modification or alteration.
As regards the legal amendment, national laws regulating different situations in which a party is entitled to request modification contract a contract in progress. An example of such a situation can serve "hardship". Most often, international commercial contract will be amended by agreement on amending the original contract.
Conventional Change can occur in different ways:
1) By express manifestation of will by both parties (to sign an addendum to the contract);
2) Through a clause inserted in the contract wording (review clause) by which parties agree that, upon occurrence of certain circumstances, or from time to time to review the contract and to proceed to adjust it;
3) Through a clause inserted in the contract wording that assigns one party the right to unilaterally change the purposes and within agreed limits, certain terms of the contract.
Changes in operating, as a rule, in the future. However, it is conceivable that, in some cases, have retroactive amendment.
In successive performance contracts, according to the general rule, the period before the amendment agreement is not called into question, the parties are not entitled to demand reimbursement of benefits executed.
As for instant execution contracts, retroactive effects of modifying the contract depend on whether or not the contract was executed. Thus, a contract can not be changed with instant execution that has already been executed. This sentence comes from the fact that in this case the contract, as the obligations arising from it by execution ceases. That is why, you can not change what is not there [20, p. 44].
Termination international trade agreement
Arrangements to bring the contract are: rescission and termination.
Termination of the contract is to abolish the retroactive reinstatement with instantaneous execution Parties situation prevailing prior conclusion.
Termination is to abolish successive performance contract, which took effect only in the future.
Termination and Termination can occur in two ways: legal and conventional.
A. Termination and statutory termination of the contract.
This way of rescission or termination occurs, most often, as a failure to apply the sanction imposed international trade debtors executed.
The law regulates some situations where successive performance contract can be terminated by a unilateral manifestation of will, without the existence of the failure of the contract:
-In matters of tenancy, termination period may be closed without the application of any party;
-In regard to contracts for works and service contracts, the beneficiary is entitled to terminate the contract at any time until the full realization of the work or performance;
-In the matter of the contract of carriage, the passenger has the right to terminate the contract at any time;
-In matter of the mandate agreement, the parties are entitled to unilaterally terminate the mandate at any time;
-In matter commission contract, the principal has the right to terminate the contract at any time;
-In matters of contract for travel services before the start of the journey, tourists can perform the contract at any time;
-In matter franchising contract, if the duration is not determined or exceeds 10 years, either party may terminate the contract subject to a notice period of one year;
-In matter brokerage contract, either party is entitled to terminate the contract concluded for an indefinite period;
-In matter of current bank account contract, the account holder provided prior notification; can terminate an indefinite term contract at any time;
-In the matter of bank credit agreement, the borrower has the right to terminate the contract at any time fluctuating interest credit;
-In the matter of the insurance contract, contracts concluded for an unlimited period, both parties are entitled to terminate the contract, observing a notice period of at least one month and not more than 3 months.
A particular case of rescission (cancellation) of the contract is the situation of hardship. If the adjustment to new circumstances is impossible or can not be required of a party, the disadvantaged party may request termination of his. In the case of successive performance over time, instead of resorting to termination of reasons, termination [16, p. 118].
B. Termination conventional contract.
Termination or termination agreement can be achieved through a separate legal act, occurred at a time after the conclusion of the contract or can be incorporated directly in the contract. Such a clause is called a clause to terminate or termination pact.
It is important to distinguish between terminate clause and terminate condition. If terminate condition, terminating the contract depends on future and uncertain events, outdoor parties' conduct. If terminate clause, termination is due to the wrongful conduct of the debtor.
termination clause can be reciprocal and unilateral. If synallagmatic pact, either contracting party may use the pact to abolish the rescission of the contract if the other party fails to perform its contractual obligations. Termination clause in the contract is unilateral when inserted a clause, which stipulates that in case of failure only one party can solve the contract. But nothing precludes other side to obtain rescission or termination, citing grounds provided by the law.
Termination of the contract covers the following effects:
– The contract is terminated and the parties are released from the obligation to provide in the future;
– The parties are restored to the situation prior to concluding the contract, returning each other's benefits executed and revenues under the contract terminated – paid.
There are cases where repayment of the benefit in kind, for various reasons, not possible. Then, throw parties in the previous situation occurs by offering cash compensation.
Moldovan legislation shall enumerate the cases when such replacement:
a) Depending on the nature of the benefit, restitution in kind is impossible;
b) The object received is consumed, alienated, encumbered, processed or transformed;
c) The object received is damaged or destroyed; wear property resulting from his use Intended not consider.
The obligation compensation in money instead of returning benefit in kind is excluded in the following cases:
a) When the defect entitling to rescission only emerges during processing or transformation of the object;
b) Whether the creditor is responsible for the damage or destruction of the object;
c) if the deterioration or destruction would have occurred even if the object would be learned the creditor;
d) If, in the case of a rescission right conferred by law, damage or loss was entitled to demand rescission at, although he showed diligence of a good owner, enrichment will be refunded.
In addition to restitution in kind or cash equivalent of benefits received, the borrower is required to repay and income from asset constituting the object of realizing the benefit. If, contrary to the rules of good administration, the debtor does not benefit from the asset, although this would have been possible, he is bound towards the creditor to compensation of lost revenues. However, the debtor is entitled to reimbursement of expenses made in connection with the asset needed [23, p. 246].
2.3. Failure international commercial contracts
The concept of breach of international commercial contract:
In French law, the notion of breach of contract in a broad sense means the putting honor not in any way an obligation arising from the contract; non-performance involves not only the total or partial absence of execution and defective performance in terms of both quality and the term. Failure includes both compliance with a primary obligation and an obligation accessories.
Failure can be both guilty (the fault of the debtor) and due to the impossibility (non-imputable debtor).
Failure non-imputable debtor may be due to one of the following:
a) Force majeure;
b) The act of a third party;
c) The act of the creditor;
In common law, non-performance of the contract is defined as a situation where one hand, without the benefit of a legitimate exemption, is unable or refuses to execute what due under a contract, defective or missing running herself the ability to run.
The uniform law instruments, especially in the Vienna Convention, the exercise of rights of the parties for non-contractual obligations of the contractor is linked to an underlying – "breach of contract".
In turn, breach of contract is when the debtor does not execute a contract that bound to act when he commits an act or contribute to a result that he agreed to omit or to avoid it; guilt of having no importance in this regard.
Vienna Convention makes no distinction between imperfect execution, delay, and defects property.
Vienna Convention instituted a notch in terms of the use of various means to the Parties for breach of contract, depending on the gravity of the infringement in question. Thus, some means can be used in all circumstances, while the use of others (e.g. termination) can only occur in the event of more serious infringements. This system is based on the distinction between "essential breach" (essential Breach) and violation of unessential.
Breach of essential contains two elements:
1) Substantial harm to the creditor. For the breach is deemed "essential" it has to reach the main content of the contract: delivery of goods or payment of the price, which entails serious damage to economic purpose pursued by the parties. These circumstances must lead to the fact that the aggrieved party does not They may have no interest in enforcement, since violation substantially diminish the value of the contract;
2) Foreseeability of injury. The damage must be foreseeable for the party that has committed the infringement or for any reasonable person placed in the same situation.
Art. 7.1.1 UNIDROIT Principles of non-performance defined as "any breach by either party of any obligations under the contract, including defective performance or late" [11].
Enforcement in the nature of contractual obligations In French law, the right to enforcement of contractual obligations in nature constitute direct effect of the principle of binding force of the contract set out in art. Of 1134. (1) of the French Civil Code [23, p. 163].
In Common Law, for breach of duty by the contractor, the aggrieved party may ask the court to compel the recalcitrant:
To enforcement in nature. According to the traditional definition, enforcement in nature will be ordered by English judge when, in his opinion, the damages are an adequate remedy in this case. The burden of proof that the granting of damages are not an adequate remedy lies with the applicant;
b) Prohibition. This remedy applies to infringements of negative obligations, such as, for example, those under clauses compete or confidentiality clauses.
In the Vienna Convention, the right to enforce the obligations of contractual partner is ranked first in the list of remedies provided for each party.
From the above, we conclude that traditional systems of law enforcement Romance in nature is considered, traditionally the most appropriate remedy, as it allows finally to ensure that the goals they sought when they contracted parties; while in common law systems, this remedy is ruled by courts only in exceptional circumstances.
Art. 7.2.2 UNIDROIT Principles of granting a creditor obligations other than payment of a sum of money, the right to request enforcement in nature, including the correction of defective performance [11].
Termination
According to Moldovan law, the exercise of termination, the following conditions must be met:
1. A party may not be executed its obligations.
Not every non-performance gives grounds to terminate the contract. For termination, non-performance must be essential. With referring to bilateral contracts, the law states that defaults is limited to a part of the benefit, the creditor may review the entire agreement only if has no interest in partial performance of the service. If, however, interest in the partial performance creditor, he can accept it, and the unexecuted part, he has the right option either to seek enforcement of the unexecuted part, either partially Termination contract.
According to Moldovan law, the criteria for determining whether non-performance is essential are:
a) Non-performance substantially deprives the creditor of what was expected of execution contract;
b) Execution of obligations is of the essence just contract;
c) Non-performance is intentional or grave;
d) Non-performance gives grounds to assume that the creditor can not count on future performance contract.
2. Failure to be attributable party has not fulfilled its obligation.
Regarding termination of contracts reciprocal specificities, the Civil Code of the Republic of Moldova, art. 709 (1) provides that if one party does not perform or improperly performs a benefit due arising from a mutually binding contract, the other party may, after unsuccessful expiry of a reasonable period fixed for that benefit or remedy, to Terminate the contract if the debtor had to realize, on the basis of the period, the imminent termination.
Art. 710 of the Civil Code of the Republic of Moldova lists the cases where it is not necessary to establish a grace period or notice: the debtor clearly and definitively rejected execution; breach of the obligation is that the benefit is not held in a certain time and the creditor contractually contractually bound to benefit his interests within its execution; due to special circumstances, taking into account the interests of both sides, immediate termination is justified; the deadline for 30 days at similar (Art. 617 al. (4) Civil Code) without the obligation to be executed [1].
The creditor is entitled to terminate the contract before maturity even if it is clear that the right of rescission premises will be achieved.
Notification of the debtor about the rescission of the contract must be made without delay. If the benefit is offered late or otherwise does not comply with the contract, the creditor loses the right of rescission if not notify the other party within a reasonable time from the date on which he learned or had to learn about the improper performance [1].
Failure and reducing its obligations to the lender in case the borrower does not perform its obligation, the creditor is entitled:
a) Refuse to execute its own obligations, unless the debtor executed (except for performance);
b) Reduce proportionately to the correlative obligation.
In French law, except for non-performance is defined as a rule, under which a report synallagmatic each of the parties may request from the other party executing its commitments if it does not execute its part or provide to its own commitments [23, p. 184].
In the Vienna Convention, the remedies for non-performance is manifested in two ways :
a) Excluding non-execution;
b) Reduce the price [33].
UNIDROIT Principles provide that the exception for non-performance is the right of a party to withhold performance of its own obligations until the other party will implement the requirement that incubate them.
Damages
Moldovan legislation enshrines the rule that if not executed obligation, the debtor is required to compensate the creditor for damage caused so unless he proves that the failure is not attributable obligation.
In French law, the general rule for damages that the debtor has caused the contractor's failure to enforce its contract damage is kept to repair the losses and gains that it has been lacking. Damages can either replace principally benefit unenforced or complement other sanctions: termination, except for non-enforcement, enforcement in nature.
In common law, the award of damages is the usual remedy for breach of contract.
Vienna Convention and UNIDROIT Principles established as a general principle that the creditor should be placed as far as possible, where he would have been in if the contract had been duly executed. This condition implies that the creditor is entitled to full compensation of the damage suffered at the failure to enforce; This damage includes loss he has suffered and that the benefit was lacking.
A traditional approach to the conditions of application of the penalty in the form of damages related to the analysis of the following elements:
A. Breach of contract
In all national legal systems and in instruments of uniform non-performance of the contract is the basic condition of applying the damages as a sanction available to the aggrieved creditor. In Moldovan law and French law, the debtor's fault is a prerequisite for legal liability by paying damages. In common law and under the UNIDROIT Principles, guilt is not required as a condition for contractual legal liability [33].
B. Damage
One of the common features of national legal systems and instruments of uniform law is that damages are awarded only when, and to the extent that the creditor has suffered damage as a result of non-performance of the contract. The aim is full compensation of damages injury. One manifestation of restorative nature of damages is generally accepted rule in all systems that the creditor should not get rich on account of damages; he should not receive more than he lost.
To be repairable, damage must be a sufficient degree of certainty. Certainly the damage that has already occurred or which will certainly achieve; he contrasts the pure damage possibly hypothetical. However, future damage, even if it certainly can not be repaired before its occurrence, unless it can readily be evaluated. Otherwise, wait for the assessment to be possible before the repair is ordered.
According to the Vienna Convention and UNIDROIT Principles, the damage can be repaired only party which has breached the contract "foresaw or ought to foresee when the contract, taking into account facts which it knew or ought to know, as the possible consequences of breach of contract. " Patrimonial or can be non-patrimonial damage can be.
C. The causal link between the failure to execute the contract and injury.
According to Moldovan law and French law is only reparable damage, which is the direct effect of the failure.
In Vienna Convention and the UNIDROIT Principles of causation resulting need for formulations that the damage is reparable which is the "result", "consequence" non-performance of the contract.
According to common law and the Vienna Convention, the party claiming breach of contract must take reasonable steps, given the circumstances, to limit the loss, including missed earnings resulting from the violation. If he fails to do so, the party who committed the breach may request a reduction in damages equal to the amount of the loss that had to be avoided [28, p. 114].
CONCLUSION
International trade relations entail performance of acts and acts of trade from legally be carried out through contracts of sale worldwide.
During case studies, we found that the Moldovan legislation and international trade relations underlying international sale and purchase, is particularly rich and varied. There is a need to unify this legislation because in this way the international sale and purchase contracts will be executed, without incurring difficulties that arise in many cases.
Thus, they have a special interest Incoterms rules, which is how to standardize the main terms used in international sale. Their latest revision was prompted by the need to adapt these rules to the development of electronic data interchange (EDI) transmission techniques and developments.
By simply referring to the Incoterms, the parties are exempt from listing in the contract of their obligations benefiting explanations, clear and detailed. When such a reference has been made, rules or provisions adopted are considered to be part of the contract.
If at the time of writing the contract the seller and the buyer refer to Incoterms, they can be sure that each defined their obligations in clear and simple eliminating the possibility of misunderstanding or dispute any further.
Also play significant role international conventions, joined by a growing number of countries that have managed to achieve unification of national legislations and to form an international trade law, which includes international and sale.
On the basis of establishing international commercial sale is the Vienna Convention on contracts for the international sale and purchase of goods, which has succeeded in unifying, said. Problems arise when perfecting international contracts of sale are disappearing and it is certain that it will reach up to almost entirely eliminate them because it would be a real leap if we could achieve a unification of all rules in international legal sale.
This unification is useful because there are some countries that want and some who even manage to obtain supremacy on international sales market. Developed countries succeed in economically underdeveloped countries to impose. They fail to make real markets in these countries, markets on which its products on that, often, are of utmost importance for them, so touching and purpose: obtaining natural resources.
As for Moldova, it tries and fails to establish relations with all countries, regardless of the level of their economic and political development.
The importance of the contract of sale arises from the fact that it is the most perfect and most widespread legal instrument through which the civil circulation of goods and values. Its legal and economic role is steadily growing and naturally, in the transition to a developed market economy.
The contract of sale depends on the nature of international contractual object and its volume. But there are a number of basic economic and legal components whose absence could give rise to misinterpretations; misunderstandings and disputes often resulted in material damage to one or both of the parties. Therefore knowing the terms of these contracts, the characteristics, training, interpretation and their enforcement in international trade is a necessity not only for the student complex problems of international trade, especially for those engaged in international commercial transactions.
BIBLIOGRAPHY
Normative and references sources
Civil Code of the Republic of Moldova no. 1107 of 06.06.2002. In: Official Monitor of the Republic of Moldova, no. 82-86 of 22.06.2002. http://lex.justice.md/md/325085/
Law of the Republic of Moldova the sale of goods no. 134 of 03.06.1994. In: Official Monitor of the Republic of Moldova, no. 17 of 12.08.1994. http://lex.justice.md /index.php?acti on = view & view = doc & lang = 1 & id = 311810
Law of Republic Moldova for Moldova's accession to the World Trade Organization no. 218-XV from 01.06.2001. In: Official Monitor of the Republic of Moldova, no. 59-61 of 07.06.2001. http://www.law-moldova.com/laws/rom/vstuplenii-v-vto-ro.txt
Law of Republic Moldova on international trade arbitration no. 24 of 22.02.2008. In: Official Monitor of the Republic of Moldova, no. 316 of 20.05.2008. http://lex.justice.md/index. php?action=view&view=doc&lang=1&id=327885
Convention on contracts for the international sale of goods in Vienna on 11.04.1980. http://www.cdep.ro/pls/legis/legis text pck.htp act? idt = 28036
European Convention on International Commercial Arbitration adopted in Geneva on 21.04.1961. http://www.jurisint.org/en/ins/153.html
Hague Convention on the law applicable to contracts for the international sale of goods from 22.12.1986. http://www.hcch.net/index_en.php?act=conventions.text&cid=61
Hague Convention on the recognition and enforcement of foreign arbitral awards in civil and commercial matters from 01.021971. http://www.hcch.net/indexen.php?act= conventions. text&cid=78
New York Convention on the recognition of foreign arbitrations awards from 06.10.1958. http://www.newyorkconvention.org/
New York Convention on the terms of limitation in the contract of international sale of goods from 06.14.1974. http://ro.scribd.com/doc/47545559/-of-14-06-Convention74-on-prescript ixtensive -in-terms-of-sale-purchase-of-international-ala goods
The Rome Convention on the law applicable to contractual obligations of 03.03.1980. http://www.mfa.gov.md/img/docs/lista treated multilaterale.pdf
UNCITRAL Rules of Arbitration of 23.04.1976 amended in 02.07.1982 http://www.uncitral.org/uncitral/en/uncitral_texts/arbitration/2010Arbitration_rules.html
Monographs, specialty items
Babiuc V. International Trade Law. Bucharest: Sylvi, 2001. 195 p.
Băieșu A. International trade agreements. Chisinau: CEP USM, 2007. 339 p.
Burnhаm W. Intrоduсtiоn tо thе Lаw аnd Lеgаl Systеm оf thе Unitеd Stаtеs. Washington: Thоmsоn Wеst, 2006. 142 р.
Сhеmеrinsky Е. Fеdеrаl Jurisdiсtiоn. Сanada: Uranus, 2007. 374 р.
Ciobanu G. International economic transactions. Cluj-Napoca: Romanian Academy Press, 2004. 318 p.
Costin M., Costin C. International trade law. Cluj-Napoca: Argonaut, 1999. 474 p.
Costin M., Deleanu S. International Trade Law (Treaty). Special Part. Bucharest: Lumina Lex, 1995. 270 p.
Сotterrell R. Intrоduсtiоn tо Jurisрrudеnсе. Lоndоn: Stеvеns & Sоns, 2001. 158 р.
Dahan V. M. L'entreprise face aux législations du commerce international. In: Droit et pratique du commerce international, nr. 1, 1975, p. 155-158.
Dragan J. International law. Bucharest: Romania of Tomorrow Foundation, 2006. 217 p.
Filiоn M. Fоr аn оvеrviеw оf thе Соdе in Frеnсh. Le Соdе Сivil du Quеbес, 2009. 396 р.
Hаmрstеаd L. Intrоduсtiоn tо Jurisрrudеnсе. Lоndоn: Stеvеns & Sоns, 2003. 285 р.
Kоttеl S. Lаw in а Mоrаl Dоmаin. Еdinburgh: Univеrsity Рrеss, 1999. 440 р.
Loussouarn Y., Bredin J. D. Droit du commerce internationale. Paris: Sirey, 2009. 855 p.
Mazilu D. International trade law. The special part. Bucharest: Lumina Lex, 2005. 152 p.
Prujiner A. Treaties and International Documents Used in International Trade Law. Montreal: MUQ, 1992. 540 p.
Sitaru D. International trade law. General Part. Bucharest: Lumina Lex, 2004. 214 p
Stoian I. International Trade. Techniques and procedures. Vol. I, II. Bucharest: Minerva, 1997. 173 p.
Stutillon S. Droit des affaires internationales. Paris: Vuibert, 1994. 527 p.
Website
Clauses protegeant les parties contre les effets des fluctuations monetaires. Rapport du Secretaire General. Doc. A/C.N. 9/164 dans le 20 martie 1979. http://www.uncitral.org/pdf/french/yearbooks/yb-1981-f/yb_1981_f.pdf (cited on 29.04.2015).
Interpretation of the contract of sale by the Vienna Convention [online]. http://www.rmdiri.ro/pls/legis/legis_pck.htp_act_text?idt=dqwd3768 (cited on 29.04.2015).
BIBLIOGRAPHY
Normative and references sources
Civil Code of the Republic of Moldova no. 1107 of 06.06.2002. In: Official Monitor of the Republic of Moldova, no. 82-86 of 22.06.2002. http://lex.justice.md/md/325085/
Law of the Republic of Moldova the sale of goods no. 134 of 03.06.1994. In: Official Monitor of the Republic of Moldova, no. 17 of 12.08.1994. http://lex.justice.md /index.php?acti on = view & view = doc & lang = 1 & id = 311810
Law of Republic Moldova for Moldova's accession to the World Trade Organization no. 218-XV from 01.06.2001. In: Official Monitor of the Republic of Moldova, no. 59-61 of 07.06.2001. http://www.law-moldova.com/laws/rom/vstuplenii-v-vto-ro.txt
Law of Republic Moldova on international trade arbitration no. 24 of 22.02.2008. In: Official Monitor of the Republic of Moldova, no. 316 of 20.05.2008. http://lex.justice.md/index. php?action=view&view=doc&lang=1&id=327885
Convention on contracts for the international sale of goods in Vienna on 11.04.1980. http://www.cdep.ro/pls/legis/legis text pck.htp act? idt = 28036
European Convention on International Commercial Arbitration adopted in Geneva on 21.04.1961. http://www.jurisint.org/en/ins/153.html
Hague Convention on the law applicable to contracts for the international sale of goods from 22.12.1986. http://www.hcch.net/index_en.php?act=conventions.text&cid=61
Hague Convention on the recognition and enforcement of foreign arbitral awards in civil and commercial matters from 01.021971. http://www.hcch.net/indexen.php?act= conventions. text&cid=78
New York Convention on the recognition of foreign arbitrations awards from 06.10.1958. http://www.newyorkconvention.org/
New York Convention on the terms of limitation in the contract of international sale of goods from 06.14.1974. http://ro.scribd.com/doc/47545559/-of-14-06-Convention74-on-prescript ixtensive -in-terms-of-sale-purchase-of-international-ala goods
The Rome Convention on the law applicable to contractual obligations of 03.03.1980. http://www.mfa.gov.md/img/docs/lista treated multilaterale.pdf
UNCITRAL Rules of Arbitration of 23.04.1976 amended in 02.07.1982 http://www.uncitral.org/uncitral/en/uncitral_texts/arbitration/2010Arbitration_rules.html
Monographs, specialty items
Babiuc V. International Trade Law. Bucharest: Sylvi, 2001. 195 p.
Băieșu A. International trade agreements. Chisinau: CEP USM, 2007. 339 p.
Burnhаm W. Intrоduсtiоn tо thе Lаw аnd Lеgаl Systеm оf thе Unitеd Stаtеs. Washington: Thоmsоn Wеst, 2006. 142 р.
Сhеmеrinsky Е. Fеdеrаl Jurisdiсtiоn. Сanada: Uranus, 2007. 374 р.
Ciobanu G. International economic transactions. Cluj-Napoca: Romanian Academy Press, 2004. 318 p.
Costin M., Costin C. International trade law. Cluj-Napoca: Argonaut, 1999. 474 p.
Costin M., Deleanu S. International Trade Law (Treaty). Special Part. Bucharest: Lumina Lex, 1995. 270 p.
Сotterrell R. Intrоduсtiоn tо Jurisрrudеnсе. Lоndоn: Stеvеns & Sоns, 2001. 158 р.
Dahan V. M. L'entreprise face aux législations du commerce international. In: Droit et pratique du commerce international, nr. 1, 1975, p. 155-158.
Dragan J. International law. Bucharest: Romania of Tomorrow Foundation, 2006. 217 p.
Filiоn M. Fоr аn оvеrviеw оf thе Соdе in Frеnсh. Le Соdе Сivil du Quеbес, 2009. 396 р.
Hаmрstеаd L. Intrоduсtiоn tо Jurisрrudеnсе. Lоndоn: Stеvеns & Sоns, 2003. 285 р.
Kоttеl S. Lаw in а Mоrаl Dоmаin. Еdinburgh: Univеrsity Рrеss, 1999. 440 р.
Loussouarn Y., Bredin J. D. Droit du commerce internationale. Paris: Sirey, 2009. 855 p.
Mazilu D. International trade law. The special part. Bucharest: Lumina Lex, 2005. 152 p.
Prujiner A. Treaties and International Documents Used in International Trade Law. Montreal: MUQ, 1992. 540 p.
Sitaru D. International trade law. General Part. Bucharest: Lumina Lex, 2004. 214 p
Stoian I. International Trade. Techniques and procedures. Vol. I, II. Bucharest: Minerva, 1997. 173 p.
Stutillon S. Droit des affaires internationales. Paris: Vuibert, 1994. 527 p.
Website
Clauses protegeant les parties contre les effets des fluctuations monetaires. Rapport du Secretaire General. Doc. A/C.N. 9/164 dans le 20 martie 1979. http://www.uncitral.org/pdf/french/yearbooks/yb-1981-f/yb_1981_f.pdf (cited on 29.04.2015).
Interpretation of the contract of sale by the Vienna Convention [online]. http://www.rmdiri.ro/pls/legis/legis_pck.htp_act_text?idt=dqwd3768 (cited on 29.04.2015).
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