In a transaction negotiation, when one party makes an offer and the other party accepts it, a sales contract is signed and the transaction is established, and the buyer and seller form a contractual relationship. The contract is not only the basis for the performance of the contract by both parties, but also the main basis for handling trade disputes. In an e-commerce contract, the digital signature of the parties and the certification of a third-party authoritative certification agency are required to realize the signing function of the contract parties.
Internationally, more and more cross-border manufacturers use e-mail to sign business contracts. At present, there are three main methods for preparing such contracts: one is to directly use the text of the email as the contract; the second is to use electronic documents such as Word and Excel sent as attachments as the contract; the third is that one party sends an electronic document such as Word or Excel first, and the other party prints it out with a printer after receiving it, then signs and stamps it, and then uses a scanner to scan it into PDF or image format, and finally sends it back to the first party via e-mail (or fax it back). From the perspective of standardization and security, more cross-border business enterprises use the third approach.
In addition to the above-mentioned E-mail contract method, at this stage, traditional trade contract forms are still widely used in international trade, and even occupy a major position. Internationally, there are no specific restrictions on the form of written contracts. Buyers and sellers can use formal contracts, confirmations, agreements, or orders, etc., and they exist in written form.
1. Contract
The characteristic of a contract is that it is relatively comprehensive, with relatively detailed provisions on the rights and obligations of both parties and how to deal with disputes after they occur. This form is usually adopted in large, complex, valuable or large-volume commodity transactions. If the contract is made by the seller, it is called a sales contract; if it is made by the buyer, it is a purchase contract.
2. Confirmation
Confirmation is a simplified contract, which is suitable for small-volume business or business with a small amount but a large number of batches, or transactions with long-term trade agreements such as agency and underwriting.
Compared with contracts, confirmations often do not list or do not fully list basic trade conditions, but only list general trade conditions.
3. Agreement
An agreement or letter of agreement has the same meaning as a contract in law. If the transaction negotiated by the buyer and seller is more complicated, after negotiation, some conditions are agreed upon, and other conditions are subject to further negotiation. The two parties may first sign a “preliminary agreement” or “agreement in principle” to determine the transaction conditions agreed upon by both parties, and leave the remaining conditions for further negotiation in the future.
4. Order
An order refers to a purchase order for goods drawn up by an importer or actual buyer. After the buyer and seller reach a deal, foreign buyers usually send a copy of the order they have drawn up so that the seller can fulfill contractual obligations such as delivery and delivery of documents based on it; some also send two copies of the original and ask the other party to sign and return one copy. This order sent after the negotiation is actually a purchase contract or purchase confirmation letter from a foreign customer.
The terms of the contract are the main content of the cross-border electronic transaction contract. After negotiating and reaching an agreement on each transaction condition, they are clearly written into the contract one by one, which is the transaction terms. These terms are: name of goods, specifications, quantity, packaging, price, shipping period and payment terms, insurance terms, inspection and quarantine, disputes and claims, force majeure and arbitration clauses.