Incoterms国际贸易术语解释通则精选.docx

1、Incoterms国际贸易术语解释通则精选ForewordBy Rajat Gupta, ICC ChairmanThe global economy has given business broader access than ever before to markets all over the world. Goods are sold in more countries，in large quantities, and in greater variety. But as the volume and complexity of global sales increase, so do

2、 possibilities for misunderstandings and costly disputes when sale contracts are not adequately drafted. The Incoterms? rules, the ICC rules on the use of domestic and international trade terms, facilitate the conduct of global trade. Reference to an Incoterms 2010 rule in a sale contract clearly de

3、fines the parties respective obligations and reduces the risk of legal complications. Since the creation of the Incoterms rules by ICC in 1936, this globally accepted contractual standard has been regularly updated to keep pace with the development of international trade. The Incoterms 2010 rules ta

4、ke account of the continued spread of customs-free zones, the increased use of electronic communications in business transactions, heightened concern about security in the movement of goods and consolidates in transport practices. Incoterms2010 updates and consolidates the delivered rules, reducing

5、the total number of rules from 13 to 11, and offers a simpler and clearer presentation of all the rules. Incoterms 2010 is also the first version of the Incoterms rules to make all references to buyers and sellers gender-neutral. The broad expertise of ICCs Commission on Commercial Law and Practice,

6、 whose membership is drawn from all parts of the world and all trade sectors, ensures that the Incoterms 2010 rules respond to business needs everywhere defines the parties respective obligations and reduces the risk of legal complications. ICC would like to express its gratitude to the members of t

7、he Commission, chaired by Fabio Bortolotti (Italy), to the Drafting Group, which comprised Charles Debattista (Co-Chair, France), Jens Bredow (Germany), Johnny Herre (Sweden), David Lwee (UK), Lauri Railas (Finland), Frank Reynolds (US),and Miroslav Subert (Szech Republic), and to Asko Raty (Finland

8、) for assistance with the images depicting the 11 rules.INTRODUCTIONThe Incoterms? rules explain a set of three-letter trade terms reflecting business-to-business practice in contracts for the sale of goods. The Incoterms? rules describe mainly the tasks, costs and risks involved in the delivery of

9、goods from sellers to buyers.How to use the Incoterms? 2010 rules1. Incorporate the Incoterms? 2010 rules into your contract of saleIf you want the Incoterms? 2010 rules to apply to your contract, you should make this clear in the contract, through such words as, “the chosen Incoterms rule including

10、 the named place, followed by Incoterms? 2010”.2. Choose the appropriate Incoterms ruleThe chosen Incoterms rule needs to be appropriate to the goods, to the means of their transport, and above all to whether the parties intend to put additional obligations, for example such as the obligation to org

11、anize carriage or insurance, on the seller or on the buyer. The Guidance Note to each Incoterms rule contains information that is particularly helpful when making this choice. Whichever Incoterms rule is chosen, the parties should be aware the interpretation of their contract may well be influenced

12、by customs particular to the port or place being used.3. Specify your place or port as precisely as possibleThe chosen Incoterms rule can work only if the parties name a place or port, and will work best if the parties specify the place or port as precisely as possible.A good example of such precisi

13、on would be:：“FCA 38 Cours Albert 1er, Paris, France Incoterms 2010”.Under the Incoterms rule Ex Works(EXW), Free Carrier(FCA), Delivered at Terminal(DAT), Delivered at Place(DAP), Delivered Duty Paid(DDP), Free Alongside Ship(FAS), and Free on Board(FOB), the named place is the place where delivery

14、 takes place and where risk passes from the seller to the buyer.Under the Incoterms rule Carriage Paid to (CPT),Carriage and Insurance Paid to(CIP), Cost and Freight(CFR) Cost, Insurance and Freight(CIF), The named place differs from the place of delivery. Under these four Incoterms rules, the named

15、 place is the place of destination to which carriage is paid.Indications as to place or destination can helpfully be further specified by stating a precise point in that place or destination in order to avoid doubt or argument.4. Remember that Incoterms rules do not give you a complete contract of s

16、aleIncoterms rules do say which party to the sale contract has the obligation to make carriage or insurance arrangements, when the seller delivers the goods to the buyer, and which costs each party is responsible for.Incoterms rules, however, say nothing about the price to be paid or the method of i

17、ts payment. Neither do they deal with the transfer of ownership of the goods, or the consequences of a breach of contract. These matters are normally dealt with through express terms in the contract of sale or in the law governing that contract. The parties should be aware that mandatory local law m

18、ay override any aspect of the sale contract, including the chosen Incoterms rules.Main features of the Incoterm2010 rules1. Two new Incoterms ruls DAT and DAP have replaced the Incoterms 2000 rules DAF, DES DEQ and DDU.The number of Incoterms rules has been reduced from 13 to 11. This has been achie

19、ved by substituting two rules that may be used irrespective of the agreed mode of transport DAT, Delivered at Terminal, and DAP, Delivered at Place for the Incoterms 2000 rules DAF, DES, DEQ and DDU.Under both new rules, delivery occurs at a named destination: in DAT, at the buyers disposal unloaded

20、 from the arriving vehicle (as under the former DEQ rule); in DAP, likewise at the buyers disposal, but ready for unloading (as under the former DAF, DES and DDU rules).The new rules make the Incoterms 2000 rules DES and DEQ superfluous. The named terminal in DAT may well be in a port, and DAT can t

21、herefore safely be used in cases where the Incoterms 2000 rule DEQ once was. Likewise, the arriving “vehicle” under DAP may well be a ship and the named place of destination may well be a port: consequently, DAP can safely be used in cases where the Incoterms 2000 rule DES once was. These new rules,

22、 like their predecessors, are “delivered”, with the seller bearing all the costs (other than those related to import clearance, where applicable) and risks involved in bringing the goods to the named place of destination.2. Classification of the 11 Incoterms? 2010 rulesThe 11 Incoterms? 2010 rules a

23、re presented in two distinct classes：RULES FOR ANY MODE OR MODES OFTRANSPOTREXW EX WORKSFCA FREE CARRIERCPT CARRIAGE PAID TOCIP CARRIAGE AND INSURANCE PAID TODAT DELIVERED AT TERMINALDAP DELIVERED AT PLACEDDP DELIVERED DUTY PAIDRULES FOR SEA AND INLAND WATERWAY TRANSPORTFAS FREE ALONGSIDE SHIPFOB FR

24、EE ON BOARDCFR COST AND FREIGHTCIF COST INSURANCE AND FREIGHTThe first class includes the seven Incoterms? 2010 rules that can be used irrespective of the mode of transport selected and irrespective of whether one or more than one mode of transport is employed. EXW, FCA, CPT, CIP, DAT, DAP and DDP b

25、elong to this class. They can be used even when there is no maritime transport at all. It is important to remember, however, that these rules can be used in cases where a ship is used for part of the carriage.In the second class of Incoterms? 2010 rules, the point of delivery and the place to which

26、the goods are carried to the buyer are both ports, hence the label “sea and inland waterway” rules. FAS, FOB, CFR and CIF belong to this class. Under the last three Incoterms rules, all mention of the ships rail as the point of delivery has been omitted in preference for the goods being delivered wh

27、en they are “on board” the vessel. This more closely reflects modern commercial reality and avoids the rather dated image of the risk swinging to and fro across an imaginary perpendicular line.3. Rules for domestic and international tradeIncoterms rules have traditionally been used in international

28、sale contracts where goods pass across national boarders. In various areas of the world, however, trade blocs, like the European Union, have made border formalities between different countries less significant. Consequently, the subtitle of the Incoterms? 2010 rules formally recognize that they are

29、available for application to both international and domestic sale contracts. As a result, the Incoterms? 2010 rules clearly state in a number of places that the obligation to comply with export/import formalities exists only where applicable.Two developments have persuaded ICC that a movement in thi

30、s direction is timely. Firstly, traders commonly use Incoterms rules for purely domestic sale contract. The second reason is the greater willingness in the Unites States to use Incoterm rules in domestic trade rather than the former Uniform Commercial Code shipment and delivery terms.4. Guidance Not

31、esBefore each Incoterms? 2010 rule you will find a Guidance Note. The Guidance Notes explain the fundamentals of each Incoterms rule, such as when it should be used, when risk passes, and how costs are allocated between seller and buyer. The Guidance Notes are not part of the actual Incoterms? 2010

32、rules, but are intended to help the user accurately and efficiently steer towards the appropriate Incoterms rule for a particular transaction.5. Electronic communicationPrevious versions of Incoterms rules have specified those documents that could be replaced by EDI messages. Articles A1/B1 of the Incoterms? 2010 rules, however, now give electronic means of communication the same effect as paper communication, as long as the parties so agree or where customary. This formulation facilitates the evolution of new electronic proc