Introduction
The course focuses on the risks that may arise in international commercial sales and how the sale contract and associated contracts, particularly the contract of carriage of goods by sea, manage these risks. It provides a legal framework for international commercial sales covering key principles, rules, and practices, and how they interrelate. The course addresses legal issues throughout the value chain, from negotiating an international sales contract to delivering goods to the buyer.
The course is divided into three parts. All parts address risk distribution under international contracts of sale and carriage of goods by sea, as well as the complexities of unregulated multimodal contracts. Most of the rules discussed in the course originate from international conventions. The legal perspective is nevertheless Norwegian law. How international conventions are implemented in national Norwegian law and how they impact national law will accordingly be discussed.
- Part I introduces the challenges of trading across different legal systems and cultures and the role of the legal persons involved in the process, including the seller and the buyer, the shipper and the carrier, and contractual representatives such as freight forwarders and commercial agents. It also briefly introduces the students to questions related to jurisdiction, choice of law, and arbitration in international commercial sales and carriage of goods. Part I furthermore examines the sales contracts essential for international agreements, focusing on passing risk and risk distribution according to the CISG (Convention on Contracts for the International Sale of Goods) and various INCOTERMS, as well as clauses designed to protect parties against breaches of contract and changed circumstances (e.g., hardship)
- Part II explores rules and practices related to the Contract of Carriage by Sea and associated agreements, such as cargo insurance. The part focuses on the Carrier’s transport liability under the Contract of Carriage by Sea, and how this is governed by mandatory rules in the Nordic Maritime Code, which implements international conventions such as the Hague-Visby Rules and the Hamburg Rules (the Nordic Compromise). The part also addresses the Carrire’s liability related to misinformation in the transport documents (The Bill of Lading and the Sea Waybill), it also addresses the problems which arise when a Bill of Lading is issued under a Charter Party (Tramp Bill of Lading). The section furthermore covers payment modalities (such as documentary credits).
- Part III introduces the current regulatory discussions related to the international carriage of goods, initiated by the European Union (EU), and the United Nations Commission on International Trade Law (UNCITRAL). UNCITRAL’s pending Convention on International Carriage of Goods wholly or partly by Sea (the Rotterdam Rules) intends to fill a regulatory gap, whereas EU’s initiatives emphasize the need for multimodal transport by shifting road traffic to sustainable transport modes (rail, inland waterways, and short sea shipping) to increase the competitiveness of multimodal transport, and hence to achieve emission reduction targets. Part three includes the geopolitical risks including sanctions, and how private law responds to sanctions.