On The Connection Between Contract Of International Sales Of Goods And Contract Of International Carriage Of Goods By Sea

International carriage of goods plays an important role in the international sales of goods,as sellers and buyers locate in different countries.The contract of international carriage of goods by sea(hereafter as carriage contract)is a kind of supplementary contract for the contract of international sales of goods(hereafter as sales contract).The former is concluded for the realization of the latter.Carriage contract and sales contract are two separated contracts with close relationship.There is great necessity to probe into the connections between these two contracts,and the legal issues behind these connections.As regulated in the sales contract,seller or buyer will take the responsibility to draw up the carriage contract with carrier.Even though the sales contract will not affect the conclusion of the carriage contract,seller or buyer who is in charge may be deemed as breach of the sales contract,if conditions regulated in the carriage contract are not in harmonization with those in the sales contract.Therefore,these two kinds of contracts should be smoothly connected,in order to successfully conduct the international sales of goods.The dissertation is developed under this basic legal and practical background.The dissertation makes thorough research on the coordination of the sales contract and the carriage contract,with special reference to the latest international legislation,including the Rotterdam Rules,Incoterms 2010 and UCP 600.The dissertation develops the argument from the perspective of subject connection and content connection,with both theoretical analysis and practical analysis.Firstly,it clarifies the definition of the two contracts,and introduces the international legislation of the two contracts.It also conducts comparative analysis on the characteristics and law appliance of the two contracts.It is pointed out that difference in the degree of free negotiation and in the nature of third-party-involved contribute to the difference in the law appliance of the two contracts.Secondly,it discusses general theoretical issues on the coordination of the two contracts,including meaning,essence,and value.It is pointed out that the coordination of the two contracts is in essence the coordination of the two systems of right and liability under the two contractual relationships,in order to realize allocation of right and liability,and the balance of risk and interest.Based on Coase theorem it put forward that the value of the connection of the two contracts lies on the effect of reducing transaction cost and increasing the profit of the parties and the entire society.It further discusses the prerequisite of the coordination of the two contracts and points out that,the agreement on who is in charge of carriage arrangement is the starting point of the connection of international trade and carriage by sea,bill of lading is the tool to connect international trade and carriage by sea,and insurance and carrier liability system reflects the risk allocation in the connection of international trade and carriage by sea.The subject connection can be interpreted as one party of the sales contract is also a party of the carriage contract,while the other party of the sales contract is closely related to the carriage contract.The dissertation analyzes the legal relationship between CIF buyer and carrier,and also the legal relationship between FOB seller and carrier,and makes special analysis on the legal status,rights and obligations of the third party(FOB seller)of the carriage contract in the area of carriage of goods.,which includes the evolution of legal status,the right to acquire shipping documents,and the right of control of goods,etc.The dissertation also discusses cargo claimant(CIF buyer and FOB seller)'s right of suit in the carriage of goods by sea.Legislation on the legal status,rights and obligations of the third pary should be further improved to provide sound legal background for the subject connection of the two contacts in practice.The content connection can be interpreted as the realization of correspondence in function and conjection in effectiveness through coordination.The harmonization of the two contracts is in reality the result of the co-coordination of the two contracts.As to the party who is in charge of both sales contract and carriage contract,it is quite important to avoid the legal risk of disconnection of the two contracts.The dissertation analyzes how to coordinate the two contracts in details,as to specific terms which are in close relationship with carriage,including price terms,shipment terms,payment terms,based on trade practice,and points out that the harmonization of the two contracts contributes to transaction cost reduction,trade conflicts avoidance,and transactions promotion.