会计代写|BSB50807 International Business

Medtech manufactures medical devices in its factory in Columbus, Georgia. It is a small, but very successful closely held corporation (no public stock outstanding) that has developed a market for its products in the Southern, Eastern, and Midwestern United States. Jane Bell, the dynamic and ambitious CEO and founder, now is thinking of expanding the business internationally. She has the following questions:
(1) Europe is a natural extension of the market for Medtech’s products. However, there are many different countries all with different languages and cultures. Bell is concerned that these many cultural differences will be reflected in many different legal systems, including differing customs rates, export requirements, and the use of many different currencies. These differences could make doing business in Europe complex and costly. How difficult would it be to develop a European market for Medtech products?
(2) What about starting closer to home? Should Medtech expand to Canada? Mexico? Other countries in Latin America?
(3) How easy would it be to expand to Japan, China, Vietnam, Indonesia, and other Asian markets? How would developing a common strategy for Asia compare with developing a common approach for Europe?
(4) What about developing countries in Africa?
(5) Where can she get some help about what export markets would be best for Medtech’s products? What if Medtech ran into difficulty in the form of an unfair or arbitrary action by a foreign government that prevented foreign sales, like an unruly customs agency that held up the distribution of Medtech products?
(6) Suppose that she goes to the trouble of developing a foreign market and Medtech products are successful. Can the foreign government raise taxes or otherwise shut down her operations?
(7) What about foreign competition for her products in the United States? Can anything be done if foreign competitors are “dumping” their products in the United States, that is, selling their products at prices below cost in order to obtain a market access at the expense of Medtech?

In considering this problem, review the following materials in Sections A through I below.

Suppose the first contact Value Industries has with Globo Products, S.A. is a visit to Globo’s Internet web site where a great array of products is advertised for sale together with prices and terms. Suppose further that Henry Williams, the Sales Director of Value Industries, places an order for 50,000 Christmas lights at the price advertised online by Globo Products. How does the fact that the parties communicate by e-mail affect the formation of the contract? Consult the provisions of the UN Convention on Electronic Communications contained in the Documents Supplement and answer the following questions:
(1) What is the scope of application of the convention? Suppose Brazil but not the United States is a party – does the convention apply to Value Industries’ communications? See Article 1. Note that the convention only applies to B2B transactions. Consumer transactions are excluded. See Article 2.
(2) What rules determine the location of the parties’ places of business? Suppose Value Industries were to use an electronic e-mail address indicating residence in Greece because the sales director has a vacation home on a Greek island. Is the place of business in Greece? See Article 6.
(3) Can electronic communications alone be a valid means of concluding an international contract? See Article 8.
(4) Can electronic communications conclude a contract by means of one or more automated message systems? See Article 12.
(5) If the Globo Products Internet web site contains comprehensive information on available products and prices as well as specific terms of sale, is this an offer? See Article 11.
(6) Is an electronic signature sufficient to conclude a contract? See Article 9(3). United States domestic law is substantially the same. See 15 U.S.C. $\S 7021$.
(7) Do the provisions of older international conventions relating to international transactions, such as the UN Convention on Contracts for the International Sale of Goods (CISG) that predate the Internet age apply to B2B international E-trade contracts? See Article 20.
(8) Note that the convention does not contain specific rules as to the time and place of contract formation. Choice of law is also not covered. Article 10 addresses only the matter of time and place of dispatch and receipt. Suppose Value Industries’ communication to Globo is sent at 9:05 A.M. (U.S. Eastern Standard Time) on November 15, 2010 but because of a firewall problem Globo does not receive the communication at that time. After a telephone conversation to set matters straight, Globo sorts out the problem and receives the communication on December 5. If Globo raised its prices as of December 1, can Value Industries claim the benefit of the lower prices in effect on November 15 ?
(9) Suppose in its communication Value Industries mistakenly places an order for 500,000 Christmas lights when it meant to order 50,000. Suppose further that an automated message arrives from Globo accepting this offer before anyone realizes the mistake. Can Value Industries correct this error? See Article 14.

A U.S. seller and a UK buyer enter into a contract for the sale of books “FOB seller’s factory, Rose Hill, New York. This contract incorporates Incoterms 2010.” In accordance with its usual practice, the seller arranges for transport of the goods inland to New York City where the goods are to be loaded aboard the carrier nominated by the buyer and bound for England. However, the carrier nominated by the buyer does not arrive at New York before the goods. The seller arranges for storage of the books in a transit warehouse at a New York port and immediately notifies the buyer that the goods have been stored pending notification of a substitute carrier by the buyer. One week later, the buyer’s instructions naming the substitute carrier are received by the seller, but in the meantime, the books are destroyed by a fire in the storage facility. The seller argues that it has satisfied its delivery obligations and that the risk of loss passed to the buyer. The seller seeks payment for the cost of transporting the goods from the factory to the port in New York, the cost of storage, and payment of the purchase price. The buyer responds that it owes nothing to the seller; the risk of loss remained with the seller because under an FOB sale, the seller assumed the risk of loss until the books were delivered by “placing them on board the vessel nominated by the buyer at . . . the named port of shipment” (A4), which never occurred. The buyer argues that because the seller cannot deliver the books, there is a total failure of consideration for the contract and the buyer does not have to pay the purchase price. In addition, the buyer argues that the seller should have insured the books against risk of loss. Does the buyer have to pay for the books, inland passage, and storage? See Incoterms on the FOB term below, especially at introductory paragraph, A3, B3, A4, B4, A5, B5, A6, B6, A7, and B7.

A French seller and a U.S. buyer agree on the sale of a quantity of luxury handbags “CIF Los Angeles with payment against documents. This contract is subject to Incoterms 2010.” The seller loads the goods on board the carrier at Marseilles, a southern port city in France. To save on costs, the seller asks the carrier for a straight or nonnegotiable bill of lading made out in the name of the U.S. buyer. The seller forwards the bill of lading and other documents to the buyer and asks for payment against documents. The buyer argues that the seller must submit a negotiable bill of lading under a CIF transaction.
(1) Must the seller submit a negotiable bill of lading to the buyer?
(2) Who must arrange and pay for the contract of carriage?
(3) Who must arrange and pay for insurance for the goods?
(4) Suppose that no one pays for insurance and that the goods are damaged or lost during the ocean carriage. Did the risk of loss for the goods pass from the seller to the buyer?