Civil Law Contracts of Sale

Course Overview With the increasing globalisation of markets, cross border sales contracts governed by Civil law are becoming common practice in international business. Understanding Civil law contracts of sale has not only therefore become essential for Common law lawyers, but also for business people, to whom the basic notions of Civil contract law, and particularly those concerning cross-border contracts, are largely unknown. This course will focus in depth on the principles and key questions that arise in international contracts of sale governed by Civil law. By attending, participants will gain an understanding of how best to negotiate and conclude such contracts, as well as how to avoid the most common mistakes. The course will also explore: Cross border sale agreements and international contracts governed by Civil law Fundamental principles of Civil contract law Structure and key-clauses of Civil law contracts Remedies for breach of contract, and limitation of liability Contract enforcement and dispute resolution Who should attend: Lawyers in financial institutions and corporations Lawyers in private practice with clients involved in Civil law transactions Business people dealing with international transactions Bankers involved in cross-border trade FEATURING – Interactive Workshop Session 12 CPD Hours Law Society Accredited
Day 1 Monday 10th March Legal and commercial aspects of cross border contracts The challenge of global markets International and domestic contracts: main differences Global legal systems and contracts Civil Contract Law: Introduction Civil and Common law: distinction between the two systems General principles of Civil contract law Applicable law in cross border contracts of sale Applicable law and jurisdiction Law governing the contract Rome I Regulation Choice of Law (EC) The United Nations Convention on Contracts for the International Sale of Goods (CISG) UNIDROIT Principles Principles of European Contract Law Drafting, negotiating and concluding international contracts under Civil Law The pre-contractual stage Formal requirements / representation Letters of intent / memoranda of understanding Concluding the contract: When is it binding? offer and acceptance / termination of an offer Structure of Civil law contracts and typical boilerplates Legal terminology / translation difficulties / interpretation of foreign terms Clauses frequently used in Civil law contracts of sale Pitfalls of cross-system contracts The limits of contractual freedom Product liability Customer protection Laesio enormis Title and ownership Passing of title and property under Civil law Retention of title and ownership Day 2 Tuesday 11th March Trade terms / passing of risk / INCOTERMS 2010 Passing of risk INCOTERMS 2010 Payment Terms and securities General terms How to use general terms Battle of forms in Civil law Mistake, fraud and duties to inform Remedies for breach of contract Performance and remedies for nonperformance Default in Civil law Duty to inspection and objection Liability for non-conformity in the law of sale Limitation of liability The conception of warranty and guarantee Liquidated damages in Civil law