International Trade Law Fifth Edition International Trade Law offers a clear overview of the complexities of an international sale transaction through informed analysis of case law, legislation, and international conventions and rules. Fully updated with changes to the law and new directions in legal debate, this new edition considers: • Standard trade terms including INCOTERMS 2010, the Convention on International Sales of Goods 1980 and the UNIDROIT Principles for International Commercial Contracts 2004 • E-Commerce issues, including electronic bills of lading • Insurance and payment mechanisms, such as letters of credit and the UCP 600 • International transportation of cargo, including the Rotterdam Rules • Dispute resolution, incorporating jurisdiction, applicable law, arbitration and mediation • Corruption and anti-corruption conventions, including the UK Bribery Act 2010 In addition to clarifying a range of topics through tables and diagrams, the book directs readers to relevant further reading and online resources throughout, offering students an accessible resource to this often challenging area of the law. Indira Carr is Professor of Law at the University of Surrey. ‘Many of my students have commented on how useful Indira Carr’s book had been to them… . This book is on the top of my list of suggested key textbooks.’ — Dr Simone Lamont-Black, Edinburgh University, UK ‘This is an excellently written, comprehensive and easy to navigate through book. It is an indispensable resource for academics, practitioners and students.’ — Dr Jadranka Petrovic, Monash University, Australia ‘An excellent textbook pitched at just the right level for the modern student.’ — Dennis Crighton, Staffordshire University, UK ‘It is an excellent work on the major elements of international trade which accurately refl ects the law and is essential for practitioners as well as students.’ — Masood Ahmed, University of Leicester, UK ‘Carr’s book is fl uently written and richly informative on the current state of the law and practice in fi eld […] often bringing out the historical context of the international dynamics of commercial transactions’. — Dr Priscilla Schwartz, University of East London, UK International Trade Law Fifth Edition Indira Carr MA (Delhi), BPhil (Liverpool), LLM, PhD (Exeter) Professor of Law University of Surrey with contributions on Private International Law by Peter Stone MA, LLB (Cantab), Barrister (Middle Temple) Professor of Law University of Essex Fifth edition published in 2014 by Routledge 2 Park Square, Milton Park, Abingdon, Oxon, OX14 4RN Simultaneously published in the USA and Canada by Routledge 711 Third Avenue, New York, NY 10017 Routledge is an imprint of the Taylor & Francis Group, an informa business © 2014 Indira Carr The right of Indira Carr to be identifi ed as author of this work has been asserted by her in accordance with sections 77 and 78 of the Copyright, Designs and Patents Act 1988. All rights reserved. No part of this book may be reprinted or reproduced or utilised in any form or by any electronic, mechanical, or other means, now known or hereafter invented, including photocopying and recording, or in any information storage or retrieval system, without permission in writing from the publishers. Trademark notice: Product or corporate names may be trademarks or registered trademarks, and are used only for identifi cation and explanation without intent to infringe. First edition published by Cavendish Publishing Limited 1995 Fourth edition published by Routledge-Cavendish 2010 British Library Cataloguing in Publication Data A catalogue record for this book is available from the British Library Library of Congress Cataloging-in-Publication Data Carr, Indira. International trade law / Indira Carr, Peter Stone. — Fifth edition. pages cm 1. Foreign trade regulation—Great Britain. I. Stone, Peter, 1947- II. Title. KD2460.C37 2013 343.4108’7—dc23 2013019442 ISBN: 978-0-415-65923-9 (hbk) ISBN: 978-0-415-65925-3 (pbk) ISBN: 978-1-315-87086-1 (ebk) Typeset in Joanna Project Managed and Typeset by: diacriTech Outline Contents Table of Cases xiii Table of Statutes xlvii Table of Statutory Instruments liii Table of European Legislations lv Table of Statutes and Other Instruments lxi Table of Abbreviations lxxvii Preface lxxxi Introduction lxxxiii Part I International Sales of Goods 1 Overview 3 1 Standard Trade Terms 5 2 The Vienna Convention on the International Sale of Goods 1980 59 Part II Regulating the Electronic Commerce Environment 95 Overview 97 3 Electronic Commerce – Legal Issues and Harmonisation 99 4 The Electronic Transaction and Security Issues 120 Part III Transportation of Cargo 149 Overview 151 5 Transportation of Goods by Sea – Charterparties 153 6 Bills of Lading 165 7 Bills of Lading and Common Law 197 8 C arriage of Goods by Sea: Bills of Lading and the Carriage of Goods by Sea Act 1971 216 9 The Hamburg Rules and the Rotterdam Rules 267 10 International Carriage of Goods by Air 308 11 International Carriage of Goods by Rail 336 12 International Carriage of Goods by Road 351 13 International Multimodal Transport 373 vi | OUTLINE CONTENTS Part IV Financing and Insurance 397 Overview 399 14 Marine Insurance 401 15 Letters of Credit 431 Part V Dispute Resolution 479 Overview 481 16 Civil Jurisdiction 483 17 Choice of Law 527 18 Foreign Judgments 569 19 Arbitration 584 20 Mediation (Conciliation): An Alternative Form of Dispute Resolution 609 Part VI Corruption 625 Overview 627 21 Fighting Corruption in International Business 629 Appendices 657 Index 685 Detailed Contents Table of Cases xiii Table of Statutes xlvii Table of Statutory Instruments liii Table of European Legislations lv Table of Statutes and Other Instruments lxi Table of Abbreviations lxxvii Preface lxxxi Introduction lxxxiii Part I International Sales of Goods 1 O verview 3 1 Standard Trade Terms 5 Introduction 6 Ex works 6 CIF contracts 7 CIF contracts under INCOTERMS 2010 30 C&F contracts 34 C&F and INCOTERMS 34 FOB contracts 35 Variants of an FOB contract 44 FAS contracts 44 Conclusion 50 Further reading 50 2 The Vienna Convention on the International Sale of Goods 1980 59 Introduction 60 The Vienna Convention 63 Conclusion: Recent international initiatives 89 Further reading 93 Part II Regulating the Electronic Commerce Environment 95 Overview 97 3 Electronic Commerce – Legal Issues and Harmonisation 99 Introduction 100 Policy considerations, e-commerce and international regulatory measures 101 Electronic data interchange (EDI) and interchange agreements 103 UNCITRAL model law on e-commerce 104 viii | DETAILED CONTENTS Other international initiatives – the International Chamber of Commerce 112 The EU directive on e-commerce 112 The United Nations Convention on the use of electronic communications in international contracts 115 Conclusion 118 Further reading 118 4 The Electronic Transaction and Security Issues 120 Introduction 121 Electronic signatures and UNCITRAL 122 The EU directive on electronic signatures and the UK legislation: Electronic Communications Act 2000 and the Electronic Signatures Regulation 2002 130 Electronic medium and computer misuse 132 Conclusion: a bright future for e-commerce? 147 Further reading 148 Part III Transportation of Cargo 149 Overview 151 5 Transportation of Goods by Sea – Charterparties 153 Introduction 154 Types of charterparties 155 Common law implied obligations in a voyage charterparty 156 Common law immunities 161 Usual express terms 161 Conclusion 163 Further reading 164 6 Bills of Lading 165 Introduction 166 Nature of a bill of lading 166 Rights and liabilities of consignee/endorsee 177 The Carriage of Goods by Sea Act 1992 181 Bills of lading and fraud 186 Electronic data interchange (EDI) and the Carriage of Goods by Sea Act 1992 189 Conclusion 195 Further reading 195 7 Bills of Lading and Common Law 197 Introduction 198 Implied obligations on the part of the shipowner 198 Implied obligations on the part of the shipper 206 Shipowner's immunities 207 Common law exceptions 208 Contractual exceptions 208 Other terms in bills of lading 210 Conclusion 215 Further reading 215 DETAILED CONTENTS | ix 8 Carriage of Goods by Sea: Bills of Lading and the Carriage of Goods by Sea Act 1971 216 Introduction 217 Interpretation of The Hague-Visby Rules in the English Courts 218 Carrier's responsibilities and liabilities 220 Carrier's immunities 232 Limitation of liability 238 Shipper's duties and immunities 247 Scope of application 251 Contracting out 262 The future 265 Further reading 265 9 The Hamburg Rules and the Rotterdam Rules 267 Introduction 268 The Hamburg Rules 270 Scope of application 271 The Rotterdam Rules (The UN Convention on Contracts for the International Carriage of Goods Wholly or Partly by Sea) 296 Conclusion 306 Further reading 306 10 International Carriage of Goods by Air 308 Introduction 309 The Warsaw system 309 Approach to interpretation of the Warsaw Convention in the English courts 312 Scope of application of the Warsaw Convention (unamended and amended versions) 312 Contracting out 314 Documentary responsibilities 315 Air waybill and negotiability 317 Electronic data interchange (EDI) and the Warsaw regime 317 Carrier liability 318 Consignor's responsibilities and rights 324 Consignee's responsibilities and rights 325 Proceedings 325 The Montreal Convention 331 Further reading 335 11 International Carriage of Goods by Rail 336 Introduction 337 Interpretation of the CIM 338 Scope of application 338 Documentary responsibilities 340 Electronic data interchange (EDI) and the CIM rules 342 Contracting out 343 Carrier's responsibilities and liabilities 343 Carrier's rights 345 Consignor's responsibilities and rights 346 Consignee's responsibilities and rights 347