"Contract negotiation is the negotiation between two or more parties who are going to enter into a contract for the purpose of understanding each other and determining their contractual rights and obligations. In international trade, it is important to confirm the core terms of a contract through negotiation. In the international trade contract held recently the core terms of the negotiation skills seminar, Zhong Lun law firm partner Yuan Peihao said.
Yuan Peihao said, first of all, the enterprise needs to due diligence on the customer's credit background, research customer demand in advance and goods, a variety of negotiations in advance, careful choice of negotiating team personnel, then design negotiation procedure step by step, under the principle of equality and mutual benefit and friendly consultation, clear negotiation theme and gradual goal, to carry out their draft as the basis for negotiations, Be flexible in analyzing the offer.
Secondly, on this basis, the price and payment terms of the negotiation. The best price formulation mode includes the following points: pricing currency, payment content and amount, multi-stage payment, payment after inspection, warranty, payment time, overdue fees, documents.
In this process, enterprises need to pay attention to the contractual nature of the Supply Chain Service Agreement, which may lead to the invalidity of the contract. The transaction structure of supply chain is complex, which may have different transaction characteristics and form different legal relations. The nature of the legal relationship shall not be changed by the agreement in the contract between the two parties.
Yuan Peihao said, for example, in A dispute case of agency procurement contract, Shenzhen Futian District Court of first instance determined that the agency procurement contract was A genuine expression of intent between the parties A and B, which was legally binding. The contract clearly stipulated that the two parties were entrusted with the procurement relationship, and A and B were entrusted with the contract. Shenzhen, then second, although the contract for purchasing agent relationship, but the other terms of the contract agreement, A buy A product, in accordance with the instruction of the B to C B after the payment, A transfer of ownership of the goods to B, from A to B is higher than the price of A buy goods from C to buy the goods prices, A to B to issue special VAT invoices, A and B for business contract relationship.
As for the negotiation of the terms of service and commodity provision, Yuan Peihao believes that a good agreement should include the name of commodity, type of service, specific specification of commodity, way of service provision, quality of commodity and quality of service (picture, physical object, text, manual, trademark, grade, standard, specification and sample), etc.
Thirdly, enterprises also need to design contract clauses from the micro level, especially the breach clause, exemption clause, force majeure clause, breach liability clause and other law application and dispute settlement clauses. The negotiation direction of force majeure clause may focus on any party, agreement on force majeure, notification time, written proof, obligation of loss reduction, exemption of obligation and liability, etc. The dispute settlement clause may specify applicable laws, such as Chinese laws. At the same time, the expenses shall be borne by the losing party, such as attorney's fee, travel fee, arbitration fee, evidence preservation fee and property preservation fee. It can also clearly stipulate that the court with jurisdiction can apply for enforcement and bear relevant costs.
Finally, if there is no agreement on the handling method of the liability clause for breach of contract, it shall be handled in accordance with the legal provisions. According to the Civil Code, if the performance does not conform to the agreement, the parties concerned shall bear the liability for breach of contract. Where the liability for breach of contract was not prescribed or clearly prescribed, and cannot be determined in accordance with the provisions of Article 510 of this Law, the aggrieved party may, in light of the nature of the subject matter and the magnitude of the loss, reasonably elect to request the other party to bear the liabilities for breach of contract such as repair, rework, replacement, return of goods or reduction of price or remuneration. The parties may prescribe that if a party breaches the contract, it shall pay a certain amount of liquidated damages to the other party in light of the circumstances of the breach, and may also prescribe a method for calculating the amount of damages resulting from the breach.
