Models of international contracts

In international trade, international contracts are a legal figure necessary to carry out a serious and orderly transaction. Do not go to specialists to advise you, do not use the type of contract indicated, or not to include clauses to ensure the transaction, could produce large losses of money and time.



Therefore we put at your disposal a series of models of contracts drawn up by our experts in international legislation. Our models of contract have been drawn up in accordance with the Principles of International Commercial Contracts (UNIDROIT), the international Laws and Customs, and with the specific legislation for each contract (if there is any).



All models are customizable (for different types of products or services) with several options of articulated so that you can self adapt them to your company needs. But if you do not have time, don't worry, we will personalize any of our models for you.

Model of international sale contract
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It is understood by international sale contract the legal document that embodies the mutual agreement between two parties that have their establishments in different sovereign States. The agreement is based on a part transferring to another the property of a particular commodity, and in return the second part gives to the first money or sign to represent it.

The international sale contract is only applicable to specific transactions, in the case of long-term agreements the applicable contract shall be the international supply contract.

This contract have been drawn in accordance with the principles of 1980 Vienna Convention on Contracts for the International Sale of Good


Model of International Supply Contract
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The international sale contract and the supply one, are very similar. But there is one big difference, in the first the deal it’s a specific operation, while in the second (international supply contract) it is a stable relationship and, by which the seller is obligated to provide, with continuity a particular good, to the buyer.

Another of the characteristics of the Supply Contract that includes maximum and minimum amounts, delivery monthly, quarterly, annual… periods, and the possibility to adjust the price at the end of each year on the basis of the final sent quantities.





  • Intermediation Contracts
International Commercial Agency Contract
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The recruitment of an agent is something common for SME’s when they faced with countries which are geographically or culturally distant.

The Commercial Agency Contract is the legal document by which a natural or legal person (agent), commits to another continuously and in return for remuneration, to make trade operations, or to promote and to conclude them on the company behalf, but as an independent intermediary. The agent is not assuming, in the absence of an agreement to the contrary, the liability for those transactions.

In the event that the person is linked by an ordinary or special employment relationship with the employer, the correct model of contract would not be the agency, but the representation.

Throughout EU this type of contract is regulated by the Directive 86/653 CEE of the Council of December 18, 1986.
International Sales Representative Contract
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Very close to the commercial agency contract, the representative contract is that by which a natural or legal person (representative), commits to another to carry out commercial operations, or to promote them and conclude them on the company behalf. The representative acts, in this case, as an dependent intermediary because is already linked to the entrepreneur in whose behalf is acting.

The relationship with the representative is continuous relation and generally charge by commissions on the sales, although a payment of a fee in respect of expenditure management and representation may be agreed.


International Commission or Intermediary Contract for Trade Operations
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It is a contract by which a person (the intermediary) is required to provide a service on behalf of another (the company) acting in their own name or from the company. The Intermediary is remunerated by the payment of a commission.

The main difference with commercial agency contract is that this type of contract it’s only applicable to a specific operation.

Another difference is that there is often no covenant non-competition and nor is it agreement on the obligation to organize sales, participate in trade fairs, etc…




  • Collaboration Contracts
International Distribution Contract
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Sometimes SME's which begin to export need the collaboration of other companies in order to be established with effectiveness, with low risks, and without a high cost. One of the most common way is the use of local distributors who known the market.

The Distribution Contract is an agreement that an entrepreneur (the supplier) confers to another (the distributor) the right to resell, on exclusive or not, for an indefinite time or limited, in a given geographical area, the goods that the first produces. This resale is in the name and on behalf of the distributor.

The contract includes an explanation about applicable regulations inside the EU and recommendations for establish the arbitration or the courts, and the law applicable, outside the EU.

International Franchise Contract
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It is a cooperation contract between independent enterprises through which one of the entrepreneurs, the franchisor, transferred to another, the franchisee in exchange for economic compensation, the right to develop an experienced business. This may be the marketing and/or manufacturing of goods or the The franchisor must provide to the franchisee the know-how, the necessary commercial and technical assistance for the proper business development, and the right to use the industrial property titles (trademarks, signs, denominations…). As well, the franchisor should continue with the parameters of the franchisor for marketing and image.




International Service Provider Contract or International Outsourcing contract.
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The Service Provider Contract is a voluntary agreement by which a company (client) instructs to another (provider), the provision of specialized services. The feature that gives the "international" nomenclature is the fact that the parties are located in different sovereign States.






Other contract models
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If you think the legal needs of your company are not covered by our contract models, don't worry.

Contact us and we will prepare one especially for you.








Commercial e-mails/letters for internationalization

Do you need to write a e-mail/letter to a dealer or foreign supplier and you do not know the appropriate terms in other languages? Do you have an emergency and you need to contact with your suppliers/customers as efficiently and quickly as possible?

Don't worry, here you will find a variety of commercial e-mail/letters (in English, Spanish and Portuguese), fruit of the experience and knowledge of our team, ready to send and adaptable to any product or service.

Company Presentation to potential clients
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Confirmation of order
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Invitation to a trade fair
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Making a commercial offer/ Tender for commercial offer
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Preparation of contract
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Proposal for Agent/Distributor/Supplier
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Proposal to conduct a Strategic Alliance
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Renegotiation of an order
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Reply to an offer request
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Sending/Receipt of Goods
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Sending/Receipt of Samples and Catalogs
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Other e-mail/ letters
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Se as nossas Cartas/Emails Comerciais não se adequam às suas necessidades, não se preocupe.

Entre em contacto connosco e nós faremos um de acordo com as suas necessidades.









Doing Business Guides

Doing Business Guides has been created to give you a global vision of the economy and culture of foreign countries facilitating the negotiation proces and avoid cultural clashes. (Availables in English, Spanish and Portuguese).

Structure:

- Basic data (capital city, time zones, language, form of State, currency…)

- Basic economic information (Description of the market, GDP…)

- How to face a negotiation in… (Description of local manners, negotiation procedures, invitations, personal appearances and documentation…)

- Practical information (particularities of the country, holidays, opening hours/closure, useful telephones…)

Angola
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Angola or N´gola, was the title of the kings of Ndongo when the Portuguese arrived in Luanda in the fifteenth century. Maybe that is why, in this land of kings, is a good idea to wear discreet and formally.

Luanda is the most expensive capital city of the world for expatriates, which gives an idea of the prices of the country, even high for westerners.

When you go to negotiate with angolans, do not despair if you notice that they are not showing interest, it is a negotiation technique to be able to begin with big demands. This does not mean, in any case, that they are not interested in collaborating with you. It is important to show a high level of knowledge of the product or services and their benefits, and take fresh in the memory the data on your own company.

Bureaucracy is long and tedious, prepare all the documentation with enough time. Do not despair, nor lift the tone.
Argentina
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In Argentina, the country of silver, almost all of its inhabitants are descendants of Spaniards and Italians. You could think they are a very European nation, but for business, they are pretty North-Americans than Europeans. This fact makes that in the business world it also have a great importance the family relationships and the politics.

Appearance, good clothing or good conversation, are essential to carry out a good deal, but above all, never talk of business during the meals. Talk about sports, football and Argentine food, especially their meat.




Brazil
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Brazil or Y-Brasil, was for the ancient people, a magical island located in the Atlantic, filled with a very valuable wood. Perhaps the first Europeans, who arrived there, believed they had found that island and gave it the name of Brazil.

Today Brazil is one of the world's largest markets where the negotiations and the negotiators are serious and professional (breaking the stereotype of carnival and samba). It is recommendable to take the services of a lawyer or professional help to carry out the treatment.

If agreement comes, do not leave, just stay a little more time “batendo papo” (Brazilian expression referring to an informal conversation) with your colleagues. They will appreciate it.


Cape-Verde
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Cape Verde is a young country where most of the population is very young (under 20), and although it is an African state, there are a clear Portuguese influence.

The access to the national economic activity is not discriminatory, you will get the same treatment as the locals, and you even could operate in Euros without problems.

“Made in Cape Verde” products, have preferential access to EU and USA.




Chile
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Chile or Chili was already the name of the land to the south of the Atacama’s desert before the arrival of Europeans.

ChileiIs the country with the largest Anglo-Saxon influence in South America, and has several free trade agreements with the EU and the U.S, so their corporate culture is good and their leaders are efficiently workers. Chileans are quiet when it comes to negotiating and analyzed point by point each part of the agreement. Be empathic and clear about the goals.

The city of business is Santiago, if you want to make a good agreement is there where you need to go. Check meeting with two weeks in advance and remember to confirm them.


Cuba
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Cuba has a rich and deep history that it's good to know before visiting the island.

Cubans are educated and they like to chat before start dealing. Personal relationships are important to build trust, as well as experience and knowledge of the sector. Due to the political structure of the country, the influence of the state on the companies is very important, and not all the companies are able to develop foreign trade operations.

Negotiations are informal, and usually trying to partner for "compañero" (colleague in English). Although negotiations may seem slow, your answer to e-mails and phone calls must be quickly if you do not want to lose the business.


Ecuator
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Ecuador, refers to the equator line of the earth, which crosses the country and passes very close to Quito. Quito was named capital just after gaining independence from Colombia in the 19th century.

To negotiate in the country it is highly recommended try to establish prior contacts with some Ecuadorian company or hire professionals who can help you, as a lawyer or an economist. If you have some bond of union with the Ecuadorian company, whether direct or indirect, show it, for them, the personal relations generate more confidence than the successfully presentations.


Germany
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Germany (Deutschland in german) is also know as Das Land der Dichter und Denker (the land of poets and thinkers). They are cults, direct and very professional people. If you want to establish a commercial relationship with them, you must be concise and precise. Don't talk so much about your company; just talk about what are you looking for, and what they could win with dealing with you.

SBe serious and friendly. You must be extremely timely and use the norms and rules of their business world in the meetings.

There is an expression that explains the nature of the Germans versus Latinos: "For a French, everything good is French, while to a German, all German is good"


France
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France, originally related to the land occupied by the Franks. They were a Germanic tribe located in the current northern France and southern Belgium.

Today France is one of the most important countries in the world, with a lot of universal contributions that should be recognized. For them their language it is also very important, is one of the biggest signs of national identity. It should be appropriated learn some words or phrases of regular use and be careful with the pronunciation.

It is not easy to be received, be sure to create interest with information on their products or services and your company, always in French.

Be always formal, and remember that in a conversation it is normal that they interrupt you to make any type of question or clarification.
Italy
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Italy takes its name from the italic peninsula, and although its history is ancient, it is a young country, founded in the second half of the 19th century.

In Italy, the family has an unquestionable importance and they always prefer to talk to entrepreneurs or intermediaries who are already family contact member.

If this is your first time in the country, use distributors instead of local commercial agents.

Take care of your image and your presentations, remember they are one of the most important fashion world centers, they are also very good in design, and they are marketing masters.


Mexico
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Mexico is the most populous country of the Spanish-speaking countries, and one of the most important and industrialized at economic level.

In Mexico DF they are very punctual, arriving sometimes before the hour. Social status is important, and it is preferable that the negotiations should be carried out among peers. Before going on the negotiation, you can talk about their ancient culture or about anything with a certain prestige that you have been done in the city before you meet them.

The negotiations are slow and you need them to have full confidence in you, so you need to visit them periodically. They are not too directs and they are not used to talk in negative terms (like saying “no”). When they are not interested or do not agree with something, they will let you know indirectly.


Portugal
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Portugal, or PortuCale, “the port of the people from Cale”, originally related to the inhabitants of nearby settlements to the present Porto, but over time it has become synonymous with one of the oldest states in Europe and one of the pioneers of the foreign trade.

To go there, it is recommended to arrange meetings with enough anticipation and be punctual. In addition you should dress in formal clothes, even conservative. The business language is Portuguese, although if you don't speak you can try to speak English, after apology for not speak their language. It's also necessary to know the correct form of address, for instance “doutor” (doctor), “engenheiro” (engineer), etc.

Be humble and show them that you are looking for a positive agreement for both companies. Negotiations can be slow but on safe judging not only the price, if not also the quality and the intangibles.

You should prolong the contact in the time, even with regular visits.
Spain
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Spain, contrary to what many people may think is a young country, born in the 19th Century, which is usually confused with Castile.

Your image is important, dress well. The meetings usually begin 10 to 15 minutes after the indicated time, but you must be punctual if you want them to take you seriously. Do not bother with their advice and corrections, it is important to keep their pride high during the negotiation.

They like to talk about various themes, in a volume usually high, but you should be very careful with the topics treated. If it is not sure, or the topics are controversial, is better to hear than to talk, but try to talk. Remember that the Spaniards are very passionate and gesticulate a lot.


United States
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United States is one of the greatest markets of the world, and the good technical training of their citizens, coupled with their enterprising vocation, make the US one of the best countries to make deals.

Maybe they would ask you if you have failed in any business, if you did it, do not hide it. They used to say “fail fast, fail cheap and fail often”, for them you do not learn from the successes but you do for the failures. Visual contact it is important when you are talking, but don't keep in time because it might be considered like a challenge. They are also very talkative, but you should avoid controversial issues about their culture or policy.

Don't forget when you enter to talk about business that they are very practical.


Others countries
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If you think that your company needs are not covered by our Doing Business Guides, or you do not find the county that you are searching, don't worry, contact us and we will draft one especially for you.