What is Applicable Law in International Contracts?

 The demand for trade with Vietnam from merchants worldwide is on the rise. This implies that the number of international commercial disputes will also increase. Many traders have not paid enough attention to issues in contracts, particularly the applicable law in case of contractual disputes. People often think that disputes rarely occur need contract lawyers in Vietnam most when it comes to handling disputes. 

What is Applicable Law in International Contracts?

In reality, contractual disputes pose a risk that needs to be considered because unexpected events leading to disputes can arise from unpredictable factors. Examples include price changes, variations in product quantity, insufficient quality from suppliers, personnel issues, transportation challenges, weather conditions, and seasonal factors, all of which can impact contract fulfillment. To ensure the best protection of their rights in the event of a dispute, traders should thoroughly investigate the agreed-upon law at the time of contract formation.

What Is International Commercial Contract?

An international commercial contract is a legal form of international commercial activity, an agreement between merchants to establish, modify, or terminate the rights and obligations of the parties in carrying out international commercial activities.

What Does the Applicable Law in International Contracts Include?

When the parties agree on the applicable law in international commercial contracts, they can choose:

International Conventions:

- International Conventions: International conventions are written international agreements between countries and legal entities under international law, regulated by international law. The regulated content of international trade law includes goods, services, intellectual property, and foreign investment.

- Example: When signing an international sale of goods contract, parties can choose the applicable law as the United Nations Convention on Contracts for the International Sale of Goods (CISG)

National Laws:

- National Laws: National laws are a legal system of written or unwritten rules set or recognized by the state to regulate legal relations between legal entities arising within the territory or jurisdictional authority of that state.

- Example: When entering into an international commercial contract, the parties can choose the national law as the governing law for the contract (it could be the law of either of the contracting parties or the country where the contract is enforced).

International Trade Practices:

- International Trade Practices: International trade practices are long-established principles of conduct widely used in international commercial activities.

- Example: UCP (used in L/C payments), INCOTERMS (used in international sale of goods).

Principles for Choosing the Applicable Law in International Contracts:

Respecting the Agreement of the Parties – “Lex Voluntatis”:

- Parties to the contract have the right to freely choose the applicable law. In case of a dispute, the dispute resolution body must respect this decision of the parties.

- The dispute resolution body can only request the parties to use a different legal source if the law chosen by the parties is impossible or insufficient to resolve the dispute.

Choosing the Law Most Closely Related to the Contract:

- This principle is applied when the two contracting parties have not agreed on the applicable law or the chosen law is not sufficient to resolve the dispute.

- In international conventions and national laws, there are provisions specifying how to determine the most closely related law to the contract.

While intellectual property law generally does not have conflicting laws, in contracts for the transfer of intellectual property rights, conflicts of law can arise since these are contracts with foreign elements. Choosing the law of the recipient country is suitable for Vietnam’s circumstances because currently, and in the future, Vietnam is likely to be the country receiving more intellectual property transfers than transferring them. Therefore, this provides a basis to legitimately expand Vietnam’s legal jurisdiction.

The choice of applicable law in international contracts is a critical decision. It directly affects the resolution of potential disputes and the protection of the rights of the contracting parties. For Vietnamese businesses engaging in international trade, understanding the nuances of the applicable law and seeking legal assistance, including contract lawyers, is crucial. Contract lawyers in Vietnam, with their expertise in international trade laws, can guide businesses in making informed decisions, drafting contracts that align with the desired legal framework, and ensuring compliance with international conventions or national laws. By leveraging the knowledge and skills of contract lawyers, businesses can enhance their legal standing, protect their interests, and navigate the complexities of international trade more effectively.

Leveraging Contract Lawyers in Vietnam to Safeguard Business Interests and Mitigate Risks

In the dynamic landscape of international commerce, businesses engaging with Vietnam encounter diverse challenges. Navigating legal complexities, ensuring contractual compliance, and mitigating risks are paramount for safeguarding business interests. Contract lawyers in Vietnam play a pivotal role in this landscape, offering invaluable expertise to clients seeking to protect their best interests and minimize potential risks.

1. Expertise in International Trade Laws:

Contract lawyers in Vietnam possess specialized knowledge of international trade laws, including conventions such as the United Nations Convention on Contracts for the International Sale of Goods (CISG) and other relevant regulations. This expertise ensures that contracts align with legal frameworks, reducing the likelihood of disputes.

2. Tailored Contract Drafting:

Crafting contracts tailored to the unique needs of businesses is a key strength of contract lawyers in Vietnam. They structure agreements that not only reflect the intentions of the parties but also anticipate potential issues, providing a solid legal foundation for business relationships.

3. Choice of Applicable Law:

Guiding clients through the selection of the applicable law is a critical aspect of risk mitigation. Contract lawyers in Vietnam assist in choosing the most relevant legal framework, considering factors such as international conventions, national laws, and trade practices.

4. Dispute Resolution Strategies:

In the event of disputes, contract lawyers formulate effective resolution strategies. Whether through negotiation, mediation, or arbitration, their expertise ensures that clients’ interests are protected while seeking swift and cost-effective resolutions.

5. Mitigating Intellectual Property Risks:

Businesses involved in intellectual property transactions face unique challenges. Contract lawyers in Vietnam help mitigate risks by ensuring that contracts for the transfer of intellectual property rights align with the laws of the recipient country, providing a solid legal basis for such transfers.

6. Compliance Assurance:

Staying compliant with international trade laws and regulations is crucial. Contract lawyers in Vietnam regularly update clients on legal changes, ensuring that contracts remain in compliance with evolving standards and reducing the risk of legal complications.

7. Proactive Risk Identification:

Contract lawyers in Vietnam conduct thorough risk assessments, identifying potential challenges before they escalate. This proactive approach allows clients to address issues preemptively, minimizing the impact on business operations.

8. Negotiation Support:

During contract negotiations, contract lawyers in Vietnam act as strategic partners, safeguarding clients’ interests while fostering positive business relationships. Their negotiation skills contribute to the creation of mutually beneficial agreements.

9. Due Diligence and Research:

Offering due diligence and research services, contract lawyers in Vietnam provide clients with comprehensive reports on potential partners, helping them make informed decisions. This meticulous approach contributes to risk mitigation by uncovering crucial information.

10. Compliance with Local Laws:

Understanding local laws and regulations is vital for businesses operating in Vietnam. Contract lawyers in Vietnam ensure that contracts comply with Vietnamese laws, safeguarding clients against legal challenges that may arise due to non-compliance.

In conclusion, leveraging the expertise of contract lawyers in Vietnam is a strategic investment for businesses seeking to protect their interests and mitigate risks in the complex realm of international trade. With their specialized knowledge, these legal professionals empower clients to navigate contractual complexities, ensuring that agreements are robust, compliant, and conducive to sustainable business relationships.

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Benefits of Investors in Setting up a Business in Da Nang

 Da Nang is one of the five major cities in Vietnam, having a geographical location that is particularly conducive to rapid and sustainable economic development. Da Nang has important transportation routes such as the China-ASEAN international railway crossings, seaports and international airports. Foreign investors will find many benefits in setting up business in Da Nang.

Why it is attractive for setting up business in Da Nang?

Da Nang is one of the tourist centers of the country, having rich tourism potential including natural tourism resources and humanities. Da Nang has many famous scenic spots such as Hai Van pass, Son Tra mountain, Ba Na hills, Ngu Hanh Son, Cham Museum or My Khe beach have been voted by Forbes magazine as one of the six most beautiful beaches in the world. These conditions are favorable for the development of diversified forms of tourism such as travel, research, cultural.

Da Nang has infrastructure development, four types of roads are popular: high way, rail way, international airport and international seaport.

Da Nang has the sea lanes to most major ports in Vietnam and around the world. It helps investor more convenient to arrange logistics in Vietnam and other countries.

Moreover, Da Nang’s water supply, electricity supply and communication system have developed rapidly and are increasingly modernized, ranking third in the whole country after Hanoi and Ho Chi Minh City.  Da Nang has Da Nang Port, which help investor in import/export activities easily.

The advantage of the policy mechanism is that Da Nang has also had great support the mechanism and policies for socio-economic development of Da Nang. Since Da Nang was recognized as a national grade I city in 2003, Da Nang has implemented guidelines, regulatory directions and the issuance of specific regulatory mechanisms that support investors in setting up business in Da Nang.

With the support from the Central Government, Da Nang authorities have also developed appropriate policies and mechanisms to facilitate the development of the economy, such as the one-stop-shopping mechanism. For examples: Procedures related to investment, investment locations, land clearance and handover plan, the granting of business registration certificates and investment preference certificates would be carried out under the one-stop-shopping mechanism at the provincial municipal all of them are resolved at Da Nang Administration Center.

With open minded approach, the legal setting in Da Nang is such that investors making meaningful investments and investments favored by the Da Nang’s government can negotiate practical and favorable arrangements from preferential export taxes to work force advantages.

Tradition of unity, consensus of people and the dynamism and creativity of the leadership are the advantages that has mobilized the strength, the most important and decisive resource for the development of Da Nang. The determination of leaders, city authorities in building programs, projects with the support of the people, investors, enterprises, etc that help investors who will invest in Da Nang enjoy the highest benefits in setting up business in Da Nang in particular, and doing business in Vietnam in general.

How lawyers in Da Nang can help investors in setting up business in Da Nang?

Having lawyers in Da Nang with a thorough understanding of local laws and the intricacies of doing business operations at the local level can provide valuable insight and ensure investors have the peace of mind they need to have successful business operations. Knowing local customs, traditions, and how to navigate the obstacles where contacting a Da Nang-based lawyer can help investors get a local perspective and determine proper business set-up strategies. Additionally, an experienced Da Nang lawyer can assist with advising the correct business company type and appropriate license if necessary; being familiar with the various laws at a municipal level; working with local officials to acquire all applicable permits and be aware of all regulatory factors, including taxation; and be always prepared in the event of any dispute to ensure that client complies with local regulations. Thus a lawyer with a deep knowledge and understanding of Da Nang can provide invaluable assistance that will lead investors to successfully running their businesses in the region.

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