自越南加入世界贸易组织（WTO）和许多自由贸易协定以来，国际货物交流非常活跃。许多企业选择寻找外国伙伴进行合作，以提高业务效率。当今制造企业最重要和最受欢迎的经济活动之一是国际货物贸易。企业可以向国际客户销售产品，也可从国外供应商进口原材料、材料和设备。为开展国际货物买卖活动，法律规定国际货物买卖合同必须以书面形式订立。本货物买卖合同的内容不仅受当事人本国法律的管辖，而还受其他国际法律文件的管辖。其中，国际贸易术语（Incoterms）是各方在订立国际货物销售合同时最常用的文件。
在本文范围内，阿普拉律师有限公司将在将国际贸易术语 – Incoterms 应用于国际货物销售合同时为客户提供注意事项，以便国际商业交易的各方能够以最佳方式确保其权利与义务。
什么是Incoterms？在国际货物买卖合同中是否必须使用 Incoterms？
Incoterms 代表短语International Commercial Terms，意味着国际商业条款。这是一套国际贸易规则，规定了国际货物买卖中各方的价格、运输方式、风险转移、权利和责任等相关规则。
Incoterms 不是国际销售合同中强制性内容。因此，若双方在合同中未就 Incoterms 的适用达成一致，则不受这些规则的约束。
Incoterms 有很多版本
Incoterms的一个特点是Incoterms有多个版本，但后一个版本并不否定前一个版本的有效性，当事人可以选择适合自己需要和条件的Incoterms版本。几个先前版本发布为：1936 年、1953 年（1967 年和 1976 年修订）、1980 年、1990 年、2000 年和 2010 年。
但是，由于Incoterms的所有版本均有效，双方在选择Incoterms时必须注明Incoterms版本号，以免导致无法确定Incoterms有效性的情况。
正确参考 Incoterms
Incoterms对每一方式的内容已有相当详细的规定，因此当事人在选择Incoterms时可增加或减少责任，但不得改变Incoterms条款的性质。
各方需要按照以下结构正确记录选择的 Incoterms：“适用的 Incoterms 条款、交货地点、适用的 Incoterms版本”
例如，双方选择Incoterms 2010的FOB方式，在越南河内内排机场交货，可以参考Incoterms如下：
FOB Noibai Airport, Hanoi, Vietnam Incoterms 2010
Incoterms 只规定商品风险转移的时间
值得注意的是，Incoterms并没有规定当事人在进行货物运输时货物所有权或知识产权的转移时间，而只规定货物风险转移的时间。
例如，对于 CIF 方法（关于运费、保险和运费的规定），规定一旦卖方将货物装船，所有货物损坏、灭失的风险将转移给买方。卖方必须与第三方签订合同，承担运费以确保货物到达约定的交货地点。同时，卖方必须为所运货物的数量购买最低限度的货物保险。
货物的产权和知识产权通常在合同的单独条款中规定。在签订合同时，有必要明确区分所有权转移和风险转移的概念，以免混淆。
Incoterms 的法律效力
如上所述，只有当双方在合同中达成一致才会适用 Incoterms。但是，在某些特殊情况下，即使有约定Incoterms 也不会生效。货物销售合同不仅受 Incoterms 管辖，还受货物销售发生地所在国家和地区的法律管辖。违反这些规定的协议也可能使 Incoterms 无效。
因此，双方必须详细研究交易进行所在国家和地区的法律规定，以确保Incoterms在纳入合同时仍能保持其法律效力。
以上是阿普拉律师有限公司对于《企业在国际货物买卖合同中应用国际贸易惯例的注意事项》主题综合编写。如果您对以上问题仍有疑问，请联系热线寻求建议和支持。
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