Schmitthoff's export trade : the law and practice of international trade

목차 (Table of Contents)

• CONTENTS
• Dedications = ⅴ-ⅷ
• Preface = ⅸ
• Table of Cases = xxxv
• Tabel of European Cases = lxxxix
• Table of Statutes = xcv
• Table of Statutory instruments = ciii
• Table of European Communities Legislation = cvii
• Regulations = cvii
• Directives = cviii
• United States Legal Materials = cxi
• Uniform Commercial code (UCC) = cxi
• Federal Statutes = cxi
• Restatement (Second) of Torts 1965 = cxi
• International Conventions and other Formulations of International Trade Law = cxiii
• 1. INTRODUCTION = 1
• Export transactions based on a contract of sale = 1
• Export transactions for the construction of works and installations = 1
• The export transaction = 2
• The parties and means involved in the export transaction = 2
• PART ONE. THE INTERNATIONAL SALE OF GOODS
• 2. SPECIAL TRADE TERMS IN EXPORT SALES = 7
• Ex works (named place) = 8
• Free carrier (named place) = 10
• F.A.S. (named port of shipment) = 12
• F.O.B. (named port of shipment) = 15
• American practice = 17
• Types of f.o.b. contracts = 17
• Arrangement of freight and marine insurance = 20
• Responsibilities of the parties = 21
• Nominating a suitable ship = 21
• Suitable ship = 22
• Failure to nominate a suitable ship = 23
• Nomination of a substitute vessel = 24
• The loading operation = 24
• Passing of property = 25
• Examination of the goods = 26
• Multi-port f.o.b. terms = 27
• Duty to procure an export licence = 27
• F.O.B. airport, free carrier (FCA airport) = 28
• C.I.F. (named port of destination) = 29
• Definition = 30
• The shipping documents = 33
• The bill of lading = 33
• The insurance document = 34
• The invoice = 36
• Other documents = 36
• The right to reject the documents and the right to reject the goods = 36
• Responsibilities of the parties = 38
• Contractual relations of seller and carrier = 39
• Contractual relations of buyer and carrier = 39
• Liability of carrier in tort = 40
• Payment of the price = 40
• Port of shipment and port of destination = 41
• Tender of goods afloat = 42
• Loss of goods = 43
• Contracts expressed to be c.i.f. but not being true c.i.f. contracts = 44
• Refusal to accept the goods = 45
• Variants of the c.i.f. contract = 45
• C. and F. (named port of destination) = 47
• C.I.F. and c., c.i.f. and e., c.i.f. and c. and I. = 48
• Carriage and insurance paid to (named place of destination) (CIP) = 48
• Carriage paid to (named place of destination) (CPT) = 48
• Arrival, ex ship or delivered ex ship (DES) (named port of arrival) = 49
• Ex quay, delivered ex quay (DEQ) (named port of destination) = 50
• Delivered at frontier (DAF) (nemed point at frontier) = 50
• Delivered duty paid (DDP), delivered duty unpaid (DDU) (named place of destination in the country of importation) = 50
• Container trade terms = 51
• 3. FORMATION OF CONTRACT = 52
• The negotiations = 52
• Inquiries and invitations to contract = 52
• The quotation = 53
• Tenders = 53
• The offer = 53
• Firm offers = 54
• The acceptance = 54
• The acceptance must be unconditional and unqualified = 54
• Communication of acceptance = 55
• Contract by conduct = 56
• Forms of acceptance = 57
• The confirmation slip = 57
• The countersigned acceptance form = 57
• Comfort letters or letters of intent = 57
• Acceptance subject to seller's general conditions = 58
• Incorporation of current edition of general conditions = 59
• Certainty = 59
• Parol evidence = 61
• Special problems relating to general conditions = 62
• Agreement to standard terms = 62
• The battle of forms = 64
• International supply contracts = 65
• 4. PERFORMANCE OF THE CONTRACT = 67
• English and foreign sales law = 67
• Delivery of the goods = 68
• Passing of the property = 69
• Unascertained goods = 69
• Ascertained goods = 72
• The retention of title clause = 74
• The simple retention of title clause = 74
• The exthended retention of title clause = 74
• Passing of the risk = 76
• Provisioin of certificates = 78
• Certificates of quality = 78
• Certificates of inspection = 79
• Pre-shipment inspection = 80
• Liquidated damages and penalties = 82
• 5. ACCEPTANCE AND REJECTION OF GOODS = 84
• Conditions, warranties and innominate terms = 84
• Conditions and warranties = 85
• The innominate term = 87
• Examination of goods = 89
• Acceptance of goods = 91
• Rejection of goods = 93
• Right of rejection in c.i.f. contracts = 94
• Rejection where each delivery to be treated as separate contract = 95
• Property in rejected goods = 96
• Rejection and estoppel = 96
• Relaxation of strict performance of contract = 96
• The right of the unpaid seller = 99
• The rights of the unpaid seller = 99
• The unpaid seller's lien = 100
• Stopage in transit = 101
• The right of resale = 103
• 6. FRUSTRATION OF CONTRACT = 104
• Legal meaning of frustration = 105
• Frustration may be a matter of degree = 106
• Frustration by delay = 107
• Self-induced frustration = 107
• Condition upon which the contract is frustrated = 108
• Destruction of subject-matter = 108
• Illegality = 109
• Outbreak of war = 109
• Export and import prohibitions = 110
• Government prohibitions affecting State trading corporations = 111
• Fundamental change in circumstances = 112
• Export and import licences and quotas = 117
• Partial frustration =117
• Apportionment of performance = 117
• Effect of frustration = 118
• In general = 118
• The Law Reform (Frustrated Contracts) Act 1943 = 119
• Different kinds of force majeure clauses = 121
• The two-stage force majeure clause = 122
• Force majeure clauses in standard contracts used in the commodity trade = 122
• Force majeure clauses which are too vague = 123
• Force majeure clauses defeated by events = 124
• 7. INVOICES AND PACKING = 125
• Invoices = 125
• The invoice must be true and corrent = 125
• The commercial invoice = 125
• Invoices in letter of credit transactions = 127
• Official requirements for invoices = 127
• Packing = 128
• The obligation to provide suitable packaging = 128
• Packing in the sale of goods = 128
• Packing in the law of carriage of goods = 129
• Packing in containers = 130
• Packing in insurance law = 130
• Import regulations relating to packing = 130
• Dangerous goods = 131
• 8. PRODUCT LIABILITY = 132
• The basis of product liability = 132
• English law = 133
• Liability arising from the contract of sale = 133
• The E.C. Directive on Product Liability = 134
• The Consumer Protection Act 1987 = 134
• Liability for defective products = 135
• Defences = 137
• Examples = 138
• Damages = 139
• Procedural aspects = 139
• Product liability insurance = 140
• American law = 140
• Restatement (Second) of Torts, s. 402A = 141
• The reform of American law = 141
• PART TWO. FINANCE OF EXPORTS
• 9. BILLS OF EXCHANGE = 145
• Payment on open account = 146
• Payment by bills of exchange = 146
• Nature of the bill of exchange = 147
• Foreign bills = 151
• The UN Convention on International Bills of Exchange and International Provissory Notes (1988) = 152
• The claused bill = 152
• The documentary bill = 155
• Avalised bills = 156
• Bills drawn in a set = 157
• Negotiation of bills by exporter = 158
• Proceedings on bills of exchange = 159
• 10. COLLECTION ARRANGEMENTS = 161
• The Uniform Rules for Collections = 161
• Dishonour = 164
• Delivery of documents contrary to instructions = 164
• Release under a trust receipt = 164
• 11. LETTERS OF CREDIT = 166
• Characteristics of the letter of credit = 166
• Uniform Customs and Practice for Documentary Credits = 167
• Application of the UCP = 168
• The stages of a letter of credit transaction = 169
• The two fundamental principles = 170
• The autonomy of the letter of credit = 170
• The doctrine of strict compliance = 172
• The documents tendered to the bank = 175
• Time for examination = 176
• Discrepancy of the documents = 177
• Provisions relating to the documents in the UCP = 179
• The transport documents = 179
• The invoice = 182
• Insurance documents = 182
• Several documents to be read together = 184
• Linkage of documents = 184
• Instructions communicated by teletransmission = 185
• Time of opening of credit = 186
• The expiry date of the credit = 188
• The law applicable to the credit = 188
• Damages for failure to open or pay a credit = 192
• Kinds of letters of credit = 192
• Payment at sight, deferred payment, acceptance and negotiation credits = 192
• Revocable and irrevocable credits; confirmend and unconfirmend credits = 194
• Revocable and unconfirmed credits = 195
• Irrevocable and unconfirmed credits = 196
• Irrevocable and confirmend credits = 196
• Recourse and reimbursement of confirming bank = 197
• The confimation as localisation device = 198
• Variants of confirmation = 198
• Standby letters of credit = 199
• Revolving credits = 200
• Packing credits; red clause credits = 201
• Back-to-back and overriding credits = 202
• Transferable credits = 202
• The assignment of the benefit of the credit = 203
• The transfer of the credit = 204
• Anomalous letter of credit situations = 206
• Letters of credit and bank indemmities = 206
• Payment under reserve = 207
• Short-circuiting of letter of credit =208
• The conditional character of the credit = 208
• Other instances of short-circuiting = 209
• Fraud affecting letters of credit = 210
• Evidence of fraud = 213
• 12. BANK GUARANTEES AND OTHER CONTRACT GUARANTEES IN GENERAL = 214
• Guarantees in the common law and in international trade = 214
• Bank guarantees = 217
• Bank guarantees procured by the buyer = 219
• Bank guarantees procured by the seller = 219
• Demand guarantees = 219
• Unfair demand or fraud = 222
• 13. FACTORING, FORFAITING, FINANCIAL LEASING AND OTHER FORMS OF MERCHANT FINANCE = 226
• Factoring = 226
• The essence of international factoring = 226
• Direct and indirect factoring = 227
• Legal forms of factoring = 228
• Disclosed factoring = 229
• Undisclosed factoring = 230
• The Unidroit Convention on International Factoring = 231
• Forfaiting = 232
• The essence of forfaiting = 233
• Avalised bills of exchange and bank guarantees as security for the forfaiter = 233
• Primary and secondary forfaiting transactions = 234
• International financial leasing = 235
• The essence of the financial leasing transaction = 235
• The Unidroit Convention on International Financial leasing = 235
• Other forms of merchant finance = 238
• Non-recourse finance = 238
• 14. COUNTERTRADE = 240
• Contracts of sale and of barter = 240
• The economic background = 241
• Types of countertrade transactions = 242
• Reciprocal sales agreements = 242
• The definition of the countersale buyer = 243
• Barter = 244
• The buy-back agreement = 245
• Offset arrangements = 245
• Disposal and switch transactions = 246
• Oil countertrade = 246
• The framework agreement = 247
• PART THREE. TRANSPORTATION OF EXPORTS
• 15. CARRIAGE OF GOODS BY SEA = 251
• The carriage of goods in export transactions = 251
• Unimodal and multimodal transport = 251
• Traditional methods of transport and container transport = 252
• The course of business in the carriage of goods by sea = 253
• The contract of carriage by sea = 257
• Carriage covered by bill of lading or charterparty = 157
• Conclusion of the contract of carriage by sea = 258
• Shutting out goods = 258
• Freight = 259
• Calculation of freight = 260
• Lump sum freight = 260
• Prepaid freight = 260
• Prepaid freight and freight collect bills of lading = 262
• Pro rata freight = 262
• Back freight = 263
• Dead freight = 263
• Primage = 263
• Freight rates fixed by shipping conferences = 264
• By whom freight is payable = 265
• Shipowner's lien = 266
• Bills of lading and other carriage documents = 267
• Nature of the bill of lading = 267
• The international rules relating to bills of lading = 268
• The territorial and documentary application of the Carriage of Goods by Sea Act 1971 = 269
• Territorial application = 269
• Documentary application = 271
• Types of bills of lading = 273
• Charterparty bills of lading = 273
• Negotiable and non-negotiable bills = 275
• "Shipped" and "received" bills = 277
• Clean and "claused" bills = 278
• Through bills of lading = 278
• Container bills of lading = 279
• House bills of lading and groupage bills of lading = 279
• Through bills of lading covering on-carriage by air = 280
• Switch bills = 281
• "Stale" bills of lading = 281
• Sea waybills = 281
• Delivery Orders = 282
• The date of the bill of lading = 283
• The bill of lading as a receipt = 284
• The bill of lading as evidence of the contract of carriage = 289
• The bill of lading as a document of title = 289
• Indemnities and bills of lading = 292
• Charterparty indemnity = 294
• The liability of the carrier = 294
• Excepted perils = 297
• The burden of proof = 298
• Excepted perils and insurance = 299
• Maximum limits of shipowner's liability = 299
• The Convention on Limitation of Liability for Maritime Claims = 302
• Protection of servants and agents, but not independent contractors = 302
• Notice of claim and time limit for claims for loss of or damage to the goods = 304
• General average claims and contributions = 306
• Dangerous goods = 307
• Proceedings by cargo owner = 308
• Whom to sue－the legal and actual carrier = 308
• The right to sue and liability under The Carriage of Goods by Sea Act 1992 = 310
• 16. CONTAINER TRANSPORT = 314
• The course of business in container transport = 314
• Container leasing agreements = 316
• Legal problems of container transport = 316
• The liability of the container operator = 317
• The documents used in container transport－the combined transport document = 318
• Container bills of lading = 319
• Deck stowage = 321
• Definition of "package or unit" in container transport = 321
• 17. CARRIAGE OF GOODS BY AIR = 324
• History of the statutory scheme = 324
• Damage during "carriage by air" = 325
• Basic system of liability－an overview = 325
• Carrier's defences = 326
• Those who may claim = 327
• Carriers who may by sued = 327
• When do the various regimes apply? = 328
• 1. The original Warsaw Convention = 328
• 2. The amended Convention = 329
• 3. The non-Convention rules = 329
• Carriage governed by the original Warsaw Convention = 330
• Document of carriage = 330
• Basic liability = 331
• Special rights of consignor and consignee = 332
• Procedure in the event of a claim = 332
• Carriage governed by the amended Warsaw Convention = 333
• Document of carriage = 333
• Basic liability = 333
• Special rights of consignor and consignee = 334
• Procedure in the event of a claim = 334
• Non-Convention carriage = 334
• IATA carriage = 335
• 18. CARRIAGE OF GOODS BY LAND = 337
• Carriage by rail and road = 337
• Carriage by rail = 338
• Scope of application = 338
• Making the contract = 338
• Liability = 339
• Carriage by road－CMR = 339
• Scope of application = 339
• Successive carriers = 341
• The consignment note = 342
• Liability of the carrier = 343
• Time limits = 346
• Nullity of stipulations contrary to the Convention = 348
• PART FOUR. INSURANCE OF GOODS IN TRANSIT
• 19. MARINE AND AVIATION INSURANCE = 351
• Marine insurance = 351
• Stipulations in the contract of sale = 351
• The assured, the insurer and the broker = 352
• Kinds of marine insurance = 355
• Valued and unvalued policies = 356
• Floating policies = 357
• Open covers = 359
• Blanket policies = 361
• The contract of insurance = 361
• The slip and the policy = 361
• Certificates of insurance; brokers' cover notes; letters of insurance = 362
• The duty to disclose = 363
• The "held covered" clause = 366
• The insurable interest = 367
• The premium = 370
• Assignment = 370
• Risks covered and risks not covered ("exclusions") = 371
• The Lloyd's Marine Policy and the Institute Cargo Clauses A, B and C = 372
• Institute Cargo Clauses A = 373
• Institute Cargo Clauses B = 373
• Institute Carge Clauses C = 374
• The Transit Clause = 374
• The risks covered = 376
• Risks not covered (the Exclusion Clauses) = 376
• General average = 380
• The general average act = 380
• The general average loss = 381
• General average and the contract of carriage by sea = 382
• General average and the contract of insurance = 383
• Claims = 384
• Liability and causation = 384
• Burden of proof = 385
• Preparation of claims = 386
• Total and partial loss = 387
• Measure of indemnity = 388
• The insurer's right of subrogation = 389
• Air cargo insurance = 391
• Marine clauses = 391
• Air waybill cover = 392
• 20. EXPORT CREDIT GUARANTEES = 394
• The Export Credits Guarantee Department = 396
• Facilities offered by the Export Credits Guarantee Department = 396
• Supplier's credit finance facility = 397
• Buyer credits = 397
• Cover for lines of credit = 398
• Project financing scheme = 399
• Export insurance policy = 399
• Bond risk insurance = 399
• Insurance for overseas investments = 400
• One Stop Shopping with the ECGD = 401
• Comprehensive short term guarantees = 401
• PART FIVE. INTERNATIONAL COMMERCIAL DISPUTER RESOLUTION
• 21. ENGLISH LAW AND FOREIGN LAW = 407
• Proof of foreign law = 408
• Measures of conflict avoidance = 409
• The law governing the contract－The Rome Convention = 409
• Interpretation = 410
• Scope of the Convention = 410
• The applicable law = 412
• Freedom of choice = 412
• Absence of express or implied choice = 414
• Limitations on applicable law and mandatory rules = 416
• Scope of the applicable law = 416
• Burden of proof, formal and material validity = 417
• Capacity = 419
• Voluntary assignment and subrogation = 419
• Specific contracts = 419
• Certain consumer contracts = 419
• Individual employment contracts = 420
• The Foreign Limitation Periods Act 1984 = 421
• Money of account and of payment－recovery in foreign currency = 422
• Foreign state immunity = 424
• Extraterritorial effect of foreign state measures = 426
• The Protection of Trading Interests Act 1980 = 427
• Rejection of foreign extraterritorial claims by the courts－letters of request = 428
• The exclusion of foreign law = 430
• Foreign confiscatory or nationalisation laws = 431
• Foreign revenue laws, penal laws and other public laws of political or administrative character = 431
• Other cases of public policy = 432
• Foreign illegality = 433
• Civil consequences = 433
• Criminal consequences = 435
• Exchange control = 437
• Exchange contracts under the Bretton Woods Agreement = 437
• Disguised exchange contracts = 438
• Recognition of foreign exchange control regulations = 439
• 22. JURISDICTION = 440
• Domicile = 441
• Traditional rules = 443
• RSC Order 11, rule 1(1) = 444
• The application for permission to serve out = 444
• Stay of English proceedings and restraint of foreign proceedings = 445
• Stay on the ground of forum non conveniens = 445
• Stays and exclusive foreign jurisdiction agreements = 447
• Restraint of foreign proceedings = 449
• The Brussls and Lugano Conventions = 451
• RSC Order 11, rule 1(2) = 451
• Interpretation of the Conventions = 452
• Area of application of the Conventions = 452
• Jurisdiction provisions = 453
• Prorogation of jurisdiction = 453
• General jurisdiction = 453
• Special jurisdiction = 455
• Employment contracts = 457
• Tort = 458
• Branch, agency or other establishment = 459
• Co-defendants, third parties and counterclaims = 459
• Insurance contracts = 461
• Consumer contracts = 461
• Exclusive jurisdiction = 462
• Jurisdiction and admissibility = 462
• Lis pendens and related actions = 463
• The Conventions and forum non conveniens = 464
• Service abroad = 464
• Interim remedies = 465
• The freezing injunction = 465
• Its nature = 465
• Orders supporting the freezing injunction = 467
• The search order = 467
• In rem jurisdiction = 468
• 23. INTERNATIONAL COMMERCIAL LITIGATION－ARBITRATION = 472
• Extrajudicial dispute settlement and court proceedings = 472
• General aspects of arbitration = 473
• Arbitration and litigation compared = 473
• Questions of fact and questions of law = 474
• The characteristics of an arbitration = 475
• The contractual element = 475
• The judicial element of arbitration = 476
• Ad hoc and institutional arbitration = 477
• The law governing the arbitration procedure = 477
• Application of the lex mercatoria in arbitration proceedings = 478
• Arbitration ex aequo et bono = 479
• English arbitration = 480
• The arbitration agreement and the arbitrators = 480
• Examples of arbitration clauses = 481
• Qualifications = 483
• Jurisdiction of the tribunal = 483
• Disputes covered by the arbitration agreement = 483
• Stays = 484
• The powers of the tribunal = 486
• The award = 487
• The role of the court = 488
• Interantional arbitration = 490
• UNCITRAL = 490
• The UNCITRAL Arbitration Rules = 490
• The UNCITRAL Conciliation Rules = 491
• The UNCITRAL model law on international commercial arbitration = 492
• The ICC International Court of Arbitration = 493
• The London Court of International Arbitration = 495
• The International Centre for Settlement of Investment Disputes = 495
• 24. ENFORCEMENT OF FOREIGN JUDGMENTS AND ARBITRAL AWARDS (ENFORCEMENT OF THE WTO AGREEMENT THROUGH THE DISPUTER SETTLEMENT PROCEDURE) = 497
• Recognition and enforcement of foreign judgments = 497
• Brussels Convention = 497
• Whether the judgment falls within the meaning of "judgment" under Article 25 = 498
• Whether there is some way in which the jurisdiction of the adjudicating court can be impeached = 498
• Grounds for non-recognition = 498
• Enforcement = 500
• Enforcement under the common law or stature = 500
• Enforcement under statute = 501
• Conditions for enforcement = 501
• Jurisdiction = 502
• Fixed sum of money = 502
• Penal or revenue sanctions = 502
• Defences = 503
• Fraud = 503
• Recognition contrary to public policy = 503
• Recognition contrary to natural justice = 503
• Registration = 504
• Judgments of the European Court of Justice = 504
• Enforcement of foreign arbitral awards = 504
• Grounds for refusal of recognition = 505
• Other = 506
• The dispute settlement procedure of WTO = 506
• Exporter's standing = 506
• The law relating to WTO disputes = 507
• PART SIX. CONSTRUCTION AND LONG TERM CONTRACTS
• 25. THE CONSTRUCTION OF WORKS AND INSTALLATIONS ABROAD = 511
• The UNCITRAL Legal guide = 512
• Types of procurement = 512
• Procurement by inviting tenders and by negotiation = 512
• Open and selective tender = 513
• The E.C. Directives on public procurement = 514
• Public works = 514
• Supplies = 514
• Services = 515
• Utilities (formerly known as Excluded Sectors) = 515
• Compliance = 515
• Contract structure = 516
• Forms of contract = 517
• FIDIC Conditions of Contract = 517
• ENAA = 518
• UNIDO = 518
• The Standard Bidding Documents for the Procurement of Works = 519
• The Asian Development Bank = 519
• The prequalification procedure = 519
• The invitation to tender = 520
• The tender = 521
• The tender guarantee = 521
• Opening of tenders = 523
• Acceptance of tender = 523
• The contract－some key provisions = 523
• Pricing = 524
• Pricing the risk and changing the contract price = 525
• Contract variations = 526
• Extensions of time = 526
• Standard of design and work = 527
• Inspection and acceptance = 527
• Assignment and sub－contraction = 528
• The engineer or contract administrator = 528
• Payment = 529
• Performance and repayment guarantees = 529
• Liquidated damages and bonus clauses = 530
• Retention money = 530
• Currency clauses = 531
• Insurance and indemnity clauses = 531
• Other contract clauses = 531
• Arbitration and the resolution of disputes = 531
• PART SEVEN. CUSTOMS LAW
• 26. GOVERNMENT REGULATION OF EXPORTS = 537
• Export licensing regulations = 537
• The general control of exports = 537
• Strategic goods = 539
• Antiques = 540
• Customs regulations = 540
• Introduction = 540
• The effect of the Single market on customs legislation = 541
• Supply of goods to other Member States of the European Union = 542
• VAT = 542
• Statistics = 543
• Excise = 544
• Supply of goods to countries outside of the European Union = 545
• Customs requirements = 546
• Normal declaration procedures = 547
• Simplified declaration procedures = 547
• Information required to be declared to Customs = 550
• Postal exports = 551
• Customs trader records and accounts = 551
• Transit procedures = 552
• Common and Community transit = 552
• The TIR and ATA Systems = 555
• Duty suspense and relief schemes = 556
• Outward Processing, Inward Processing Relief and drawback = 556
• Return of unused imports = 558
• Warehouse goods = 559
• E.C. preference arrangements = 560
• Customs appeals = 562
• Customs offences = 563
• The concept of Customs offences = 563
• Customs offences and E.C. law = 564
• Fines, forfeiture of goods and restoration = 565
• Other aspects = 568
• PART EIGHT. MARKETING ORGANISATIONS ABROAD
• 27. AGENCY ARRANGEMENTS = 575
• Self-emplyed agents abroad = 575
• The contract of agency = 576
• The legal nature of the contract of agency = 576
• The agent's authority = 577
• Actual authority = 577
• Disclosure of principal = 577
• Implied, usual and customary authority = 580
• Ostensible (or apparent) authority = 581
• Ratification = 582
• Agency by operation of law = 583
• The agent of necessity = 583
• Rights and obligations of agent and principal = 584
• Duties of the agent to his principal = 586
• Duties of the principal = 589
• Exclusive trading rights = 597
• Special types of agents = 597
• The Commission agent = 598
• The del credere agent = 599
• The agent carrying stock (the mercantile agent) = 599
• The confirming house = 601
• Nature of the confirming house = 601
• Obligations of the confirming house = 602
• Insolvency of the confirming house = 603
• Illustrations = 604
• Confirmation by confirming house and by bank = 605
• The freight forwarder = 605
• The forwarder actings as principal or as agent = 605
• The forwarder as bailee = 607
• Further duties of the forwarder = 609
• Travelling representatives abroad = 610
• 28. BRANCH OFFICES AND SUBSIDIARIES ABROAD－FOREIGN ACQUISITIONS = 611
• Branch offices and subsidiaries abroad = 612
• The choice between branches and subsidiaries = 612
• The legal distinction between branches and subsidiaries = 612
• Branch offices abroad = 613
• Jurisdiction over the head office = 613
• The "oversea company" in the United Kingdom = 613
• Dealings between branches = 614
• Subsidiary companies abroad = 614
• The overseas subsidiary = 614
• The multinational enterprise = 615
• The proposed European company = 616
• Overseas subsidiaries in English and foreign law = 616
• Overseas subsidiaries in English law = 616
• Overseas subsidiaries in foreign law = 618
• Foreign company law = 618
• Foreign employment law = 619
• Foreign tax law = 619
• Foreign investment law = 620
• The settlement of international investment disputes = 621
• Foreign acquisitions = 622
• The law relating to take-overs = 622
• The personnel employed in overseas branches and subsidiaries = 623
• English employment law = 623
• Restraint of trade clauses = 625
• Foreign employment law = 625
• Free movement of employees in the E.C. = 625
• Legislation pertaining to foreigners in non-E.C. countries = 626
• Foreign legislation protecting security of employment = 626
• 29. THE COMPETITION LAW OF THE EUROPEAN COMMUNITY AND OF THE UNITED KINGDOM = 627
• The basic provisions of E.C. competition law = 627
• Article 81 = 627
• Article 82 = 628
• Agreements prohibiting parallel exports or imports = 631
• Regulation 17／62 = 632
• The control of restrictive arrangements in E.C. competition law = 633
• Negative clearance and declaration of inapplicability = 633
• Measures providing block exemptions and notices = 634
• Agreements of minor importance = 634
• Exclusive agency contracts = 635
• Exclusive distribution agreements = 636
• Exclusive purchasing agreements = 637
• Joint research and development, joint ventures and specialisation agreements = 637
• Patent and know-how licensing agreements = 638
• Franchising agreements and agreements relating to intellectual property rights = 638
• Maritime transport and air transport = 639
• Abuse of dominant position = 639
• Powers of Commission to obtain information and to conduct investigations = 640
• The competition law of the United Kingdom = 641
• Competition Act 1998 = 641
• Notification = 642
• Enforcement = 642
• Appeals = 642
• 30. SOLE DISTRIBUTION AGREEMENTS, LICENSING AND FRANCHISING = 644
• Nature of sole distribution agreements = 645
• Sole and exclusive agreements = 645
• Sole distribution agreements distinguished from contracts of sale and from agency agreements = 645
• Sole distribution agreements and licensing and franchising agreements = 647
• Export distribution agreements = 647
• Clauses in sole distribution agreements = 649
• Definition of the territory = 649
• Definition of the price = 650
• Definition of the goods = 651
• Sole buying and selling rights = 651
• Advertising, market information, protection of patents and trade marks = 652
• Other clauses = 653
• Laws relating to restrictive practices = 654
• Licensing and franchising agreements = 654
• Franchising = 655
• The course of business = 655
• Franchising agreements and E.C. law = 655
• Block exemption = 656
• PART NINE. MARKET INFORMATION
• 31. MARKET INFORMATION FOR EXPORTERS－MARKET RESEARCH = 659
• Direct market research = 659
• Government services for exporters－British Trade International = 659
• Business links = 660
• Export Market Information Centre (EMIC) = 660
• The Trade U.K. Export Sales Lead Service = 662
• The Export Credits Guarantee Department = 663
• Other help available = 664
• Export publications = 664
• British Trade International publications = 664
• Websites for exporters = 665
• Croner's Reference Book for Exporters = 665
• Tate's Export Guide = 665
• Export Today = 665
• Business Matters and International Business Matters = 665
• Euronews = 666
• Eurostat = 666
• PART TEN. STANDARDISATION, UNFICATION, ELECTRONIC COMMERCE AND EDI
• 32. STANDARDISATION OF TERMS AND UNFICATION OF INTERNATIONAL SALES LAW = 669
• Uniform rules of general character = 669
• United Nations Commission on International Trade Law = 670
• International conventions = 670
• Model Laws = 671
• Other instruments = 671
• Legal guides = 672
• International Chamber of Commerce publications = 672
• American Uniform Commercial Code = 673
• Standard contract forms applying to specified international transactions = 674
• Standard conditions issued by trade associations = 674
• Model contracts sponsored by United Nations Economic Commission for Europe = 674
• Model contract forms used in construction contracts = 676
• General terms of business adopted by individual exporters = 676
• Some important clauses = 676
• Standard terms in domestic transactions = 677
• Simplifying international trade = 678
• The Uniform Laws in the United Kingdom = 679
• The Uniform Laws on International Sales Act 1967 = 679
• Application of Uniform Laws only if adopted by parties = 679
• Mandatory provisions of applicable law cannot be contracted out of = 680
• General limitations of Uniform Laws = 680
• Restriction of contracts between parties in Convention States = 681
• Contracts of international sale = 681
• The Uniform Law on International Sales = 682
• The Uniform Law on Formation = 684
• UN Convention on Contracts for the International Sale of Goods (1980) = 685
• The Vienna Convention and the Hague Uniform Laws = 685
• Applicability of the Vienna Convention = 687
• The Vienna Convention and the national law = 687
• The central position of the Vienna Convention = 688
• Some features of the Vienna Convention = 689
• Fundamental and non-fundamental breach = 689
• Specific performance and repair of non-conforming goods = 689
• UN Convention on the Limitation Period in the International Sale of Goods (1974) = 690
• 33. ELECTRONIC COMMERCE AND ELECTRONIC DATA INTERCHANGE = 692
• Standardisation of EDI methods of communication = 693
• UN／EDIFACT standard = 693
• UNTDED and UNTDID = 694
• Interchange agreements = 694
• Other legal issues = 694
• Electronic commerce and contract law = 694
• Selling on the Internet－legal issues = 695
• Authentication of messages = 696
• Negotiability = 696
• Admissibility of electronic data and under English law = 697
• Electronic Communications Act = 698
• UNCITRAL Model Law on Electric Commerce = 699
• Index = 701