There are several definitions that describe the Contract; some of them consider it as a legally enforceable agreement between two or more parties. However, the simplest way is to define it as pending promises where those promises are enforceable by the court in favor of the aggrieved party and against the party in breach. The parties who conclude the Contract are in a legal relationship; both parties need to comply with obligations and regulation; also the Contract is considered as a type of constitution, but instead of governing the whole country, it governs the contractual relationship between two parties or more “Pacta sunt servanda (Agreements must be kept).” Parties are free to include the terms that they agreed for in their Contract unless the Contract or any of its provisions violate the law then the Contract will not be valid. There are various contracts and they are widely involved in our lives. For example, we are in a contractual relationship when we order pizza by phone, and basically, you can file a lawsuit if your pizza was not delivered at the agreed time. In everyday life, we do not notice the numbers of the contracts that we conclude every day, this is because there is no written formality of those contracts, but in fact, the law which governs the contracts in most cases did not require a particular format to consider it as a pending contract. So, the Contract could be verbal, or in written format.

No doubt the contracts are important in our lives as individuals, and it is vital for corporations, organizations, as well as for the states. Herein these essential elements should be kept in mind whenever you are about to conclude a contract.

• Offer and Acceptance (which indicate that an agreement has been reached)
• An intention to create legal relations (usually presumed)
• Certainty as to the terms of the agreement
• lack of the capacity (Those who have unsound mind or are minors suffering from lack of capacity are not in a position to conclude all type of contracts)
• Compliance with mandatory formalities where it required.
  Besides, the parties must genuinely consent to the terms of the Contract, and their consent must be indicated and neither party nor any other power should influence or force one of the parties to conclude the contract. If parties complied with the above mandatory regulations, the contracts are most likely valid; however, there are some exceptions out of this approach. According to existing factors such as the regulations imposed by the country to regulate a designated type of agreements such as “property contracts in Korea – lease contracts” or any other required conditions or forms such as the contracts governed by treaties., the contracts must be
• By written deed
• In writing
• Evidenced in writing
• And in some cases, requires standard Articles.
•  

The following will describe the most popular form of international contract which commonly used in international trade.

INTERNATIONAL SALE OF GOODS CONTRACT

It is a form of international trade contract which widely used in international trade. This contract is governed by a treaty which created by the united nation commission on international trade Law (UNCITRAL). The name of the treaty (CISG) “United Nations Convention on Contract for the International Sale of Goods” it was opened for signature in 11 April 1980. Since then the members who ratified this multilateral agreement reached 91 states which make it one of the most successful international uniform trade laws in the history of the United Nations. The convention is aimed to unify international sales laws and play a significant role in world trade. One of the direct benefits of this convention is that it created a friendly and safe environment for those who are conducting international trade businesses and encourage them to exchange goods and technologies between the states which flow into the vital interests of the consumers around the globe. The sustainable developments of the country and world trade requires stability which promoted by the treaty as it binds the ratified states to comply with its provisions and refer any dispute arising out of such contract to be governed by its provisions not by local laws which is mostly created by the local authority. The involvement of the international law in this treaty gave it the credibility to deploy between the nations and observe the good faith in international trade and as a result, eliminate the security concerns which was one of the barriers that discouraged the companies to move their capital or buy goods from a foreign state. The existence of this convention was one of the main reasons behind the improvement of trade traffic around the world and pave the way to a new era of international trade. The convention introduced a new way to the companies to be independent of their national laws and give them a body of law and application with an international doctrine that they could resort to, subsequently take them out of the national legal context and put them into a context more certain and understandable as a commercial character.

The international sale of goods contract itself is defined as across border legal agreement pending upon two or more parties their place of business in different states, whereas one party will buy goods from another party. To apply such contract and refer it to the above convention, some requirements need to be fulfilled; these required outlined in the convention Articles 1, 2, 3, 4, 5, 6 states that

ARTICLE 1

(1) This Convention applies to contracts of sale of goods between parties whose places of business are in different States:

(a) When the States are Contracting States; or

(b) When the rules of private international law lead to the application of the law of a Contracting State.

(2) The fact that the parties have their places of business in different States is to be disregarded whenever this fact does not appear either from the contract or from any dealings between, or from information disclosed by, the parties at any time before or at the conclusion of the contract.

(3) Neither the nationality of the parties nor the civil or commercial character of the parties or of the contract is to be taken into consideration in determining the application of this Convention.

ARTICLE 2

This Convention does not apply to sales:

(a) Of goods bought for personal, family or household use, unless the seller, at any time before or at the conclusion of the contract, neither knew nor ought to have known that the goods were bought for any such use;

(b) By auction;

(c) On execution or otherwise by authority of law;

(d) Of stocks, shares, investment securities, negotiable instruments or money;

(e) Of ships, vessels, hovercraft or aircraft;

(f) Of electricity.

ARTICLE 3

(1) Contracts for the supply of goods to be manufactured or produced are to be considered sales unless the party who orders the goods undertakes to supply a substantial part of the materials necessary for such manufacture or production.

(2) This Convention does not apply to contracts in which the preponderant part of the obligations of the party who furnishes the goods consists in the supply of labor or other services.

ARTICLE 4

This Convention governs only the formation of the contract of sale and the rights and obligations of the seller and the buyer arising from such a contract. In particular, except as otherwise expressly provided in this Convention, it is not concerned with:

(a) The validity of the contract or of any of its provisions or of any usage;

(b) The effect which the contract may have on the property in the goods sold.

ARTICLE 5

This Convention does not apply to the liability of the seller for death or personal injury caused by the goods to any person.

ARTICLE 6

The parties may exclude the application of this Convention or, subject to article 12, derogate from or vary the effect of any of its provisions.

Why should you seek a legal assistance when you want to enter into a contractual relationship whether it is (international or domestic)?

To determine which form of contracts will be suitable for your case.

To make sure you will not be misinterpreted for any of the terms of the contract and to apply the subject matter laws which will govern your contract.

To avoid the dispute which may arise out of this contract and preserve your rights if it is raised.

To avoid the conflicts between laws and to adopt the rules and regulations which is more likely suitable for you.

Most of the breaches of the contracts occur because the obligations and rights of the parties are not stated clearly which may be an excuse for one of the parties to breach and on the other hand, one  hopes that he will not be a subject to be convicted.

Our firm is used to advise, analyze, and draft all type of contracts. As we are an international law firm, we are practicing international law and equipped with all requirements, which makes us professionals in international contract Law. Our board of international practitioners will help you find a suitable form of Contract and negotiate on behalf of you to get a better outcome and secure your interest.