When negotiating an international sales contract, both parties need to pay as
much attention to the terms of sale as to the sales price. To make it as clear
as possible, an international set of trade terms (INCOTERMS) has been adopted by
most countries that defines exactly the responsibilities and risks of both the
buyer and seller including while the merchandise is in transit.
The following chart summarizes the responsibilities of both the buyer and
seller for each of the current 13 INCOTERMS. In addition, a definition for each
term is included at the bottom of the page.
EXW - EX WORKS (... named
place)
"Ex works" means that the
seller delivers when he places the goods at the
disposal of the buyer at the seller's premises or
another named place (i.e. works, factory, warehouse,
etc.) not cleared for export and not loaded on any
collecting vehicle.
This term thus represents the
minimum obligation for the seller, and the buyer has
to bear all costs and risks involved in taking the
goods from the seller's premises.
However, if the parties wish
the seller to be responsible for the loading of the
goods on departure and the bear the risk and all the
costs of such loading, this should be made clear by
adding explicit wording to this effect in the
contract of sales. This term should not be used when
the buyer cannot carry out the export formalities
directly or indirectly. In such circumstances, the
FCA term should be used, provided the seller agrees
that he will load at his cost and risk.
EXW - Ex-Works, named place where shipment is available to the buyer, not
loaded.
The seller will not contract for any transportation.
FCA - FREE CARRIER (...
named place)
"Free Carrier" means that the
seller delivers the goods, cleared for export, to
the carrier nominated by the buyer at the named
place. It should be noted that the choosen place of
delivery has an impact on the obligations of loading
and unloading the goods at that place. If delivery
occurs at the seller's premises, the seller is
responsible for loading. If delivery occurs at any
other place, the seller is not responsible for
unloading.
This term may be used
irrespective of the mode of transport, including
multimodal transport.
"Carrier" means any person who,
in a contract of carriage, undertakes to perform or
to procure the performance of transport by rail,
road, air, sea, inland waterway or by a combination
of such modes.
If the buyer nominates a person
other than a carrier to receive the goods, the
seller is deemed to have fulfilled his obligation to
deliver the goods when they are delivered to that
person.
FCA - Free Carrier, unloaded at the seller's dock OR a named place where
shipment is available to the international carrier or agent, not loaded.
This term can be used for any mode of transport.
FAS - FREE ALONGSIDE SHIP
(... named port of shipment)
"Free Alongside Ship" means
that the seller delivers when the goods are placed
alongside the vessel at the named port of shipment.
This means that the buyer has to bear all costs and
risks of loss of or damage to the goods from that
moment.
The FAS term requires the seller
to clear the goods for export.
This is a reversal from previous
Incoterms versions which required the buyer to
arrange for export clearance.
However, if the parties wish the
buyer to clear the goods for export, this should be
made clear by adding explicit wording to this effect
in the contract of sale.
This term can only be used only
for sea or inland waterway transport.
FAS - Free Alongside Ship, named ocean port of shipment.
Ocean shipments that are NOT containerized.
FOB - FREE ON BOARD (...
named port of shipment)
"Free on Board" means that the
seller delivers when the goods pass the ship's rail
at the named port of shipment. this means that the
buyer has to bear all costs and risk of loss of or
damage to the goods from that point. The FOB term
requires the seller to clear the goods for export.
This term can be used only for sea or inland
waterway transport. If the parties do not intend to
deliver the goods across the ship's rail, the FCA
term should be used.
FOB - Free On Board vessel, named ocean port of shipment.
This term is used for ocean shipments only where it is important that the goods
pass the ship's rail.
CFR -
COST AND FREIGHT (... named port of destination)
"Cost and Freight" means that
the seller delivers when the goods pass the ship's
rail in the port of shipment.
The seller must pay the costs
and freight necessary to bring the goods to the
named port of destination BUT risk of loss of or
damage to the goods, as well as any additional costs
due to events occuring after the time of delivery,
are transferred from the seller to the buyer.
The CFR term requires the seller
to clear the goods for export.
This term can be used only for
sea and inland waterway transport. If the parties do
not intend to deliver the goods across the ship's
rail, the CPT term should be used.
CFR - Cost and Freight, Named ocean port of destination.
This term is used for ocean shipments that are not containerized.
CIF - COST, INSURANCE AND
FREIGHT (... named port of destination)
"Cost, Insurance and Freight"
means that the seller delivers when the goods pass
the ship's rail in the port of shipment.
The seller must pay the costs
and freight necessary to bring the goods to the
named port of destination BUT the risk of loss of or
damage to the goods, as well as any additional costs
due to events occuring after the time of delivery,
are transferred from the seller to the buyer.
However, in CIF the seller also has to procure
marine insurance against the buyer's risk of loss of
or damage to the goods during carriage.
Consequently, the seller
contracts for insurance and pays the insurance
premium. The buyer should note that under the CIF
term the seller is required to obtain insurance
only on minimum cover. Should the buyer wish to have
the protection of greater cover, he would either
need to agree as much expressly with the seller or
to make his own extra insurance arrangements.
The CIF term requires the seller
to clear the goods for export.
The term can be used only for
sea and inland waterway transport. If the parties do
not intend to deliver the goods across the ship's
rail, the CIP term should be used.
CIF - Cost, Insurance and Freight, named ocean port of destination.
This term is used for ocean shipments that are not containerized.
CPT - CARRIAGE PAID TO (...
named place of destination)
"Carriage paid to... " means
that the seller delivers the goods to the carrier
nominated by him but the seller must in addition pay
the cost of carriage necessary to bring the goods to
the named destination. This means that the buyer
bears all risks and any other costs occuring after
the goods have been so delivered.
"Carrier" means any person who,
in a contract of carriage, undertakes to perform or
to procure the performance of' transport, by rail,
road, air, sea, inland waterway or by a combination
of such modes.
If subsequent carriers are used
for the carriage to the agreed destination, the risk
passes when the goods have been delivered to the
first carrier.
The CPT term requires the
seller to clear the goods for export.
This term may be used
irrespective of the mode of transport including
multimodal transport.
CPT - Carriage Paid To, named place or port of destination.
This term is used for air or ocean containerized and roll-on roll-off shipments.
CIP - CARRIAGE AND INSURANCE PAID TO (... named place of
destination)
"Carriage and insurance paid
to..." means that the seller delivers the goods to
the carrier nominated by him, but the seller must in
addition pay the cost of carriage necessary to bring
the goods to the named destination. This means that
the buyer bears all risks and any other costs
occuring after the goods have been so delivered.
However, in CIP the seller also has to produce
insurance against the buyer's risk of loss of or
damage to the goods during the carriage.
Consequently, the seller
contracts for insurance and pays the insurance
premium.
The buyer should note that under
the CIP term the seller is required to obtain
insurance only on minimum cover. Should the buyer
wish to have the protection of greater cover, he
would either need to agree as much expressly with
the seller or to make his own extra insurance
arrangements.
"Carrier" means any person who,
in a contract of carriage, undertakes to perform or
to procure the performance of' transport, by rail,
road, air, sea, inland waterway or by a combination
of such modes.
If subsequent carriers are used
for the carriage to the agreed destination, the risk
passes when the goods have been delivered to the
first carrier.
The CIP term requires the seller
to clear the goods for export.
This term may be used
irrespective of the mode of transport, including
multimodal transport.
CIP - Carriage and Insurance Paid To, named place or port of destination.
This term is used for air or ocean containerized and roll-on roll-off shipments.
DAF - DELIVERED AT FRONTIER
(... named place)
"Delivered at Frontier" means
that the seller delivers when the goods are placed
at the disposal of the buyer on the arriving means
of transport not unloaded, cleared for export, but
not cleared for import at the named point and place
at the frontier, but before the customs border of
the adjoining country. The term "frontier" may be
used for any frontier including that of the country
of export. Therefore, it is of vital importance that
the frontier in question be defined precisely by
always naming the point and place in the term.
However, if the parties wish the
seller to be responsible for the unloading of the
goods from the arriving means of transport and to
bear the risks and costs of unloading, this should
be made clear by adding explicit wording to this
effect in the contract of sales.
This term may be used
irrespective of the mode of transport when goods are
to be delivered at a land frontier. When delivery is
to take place in the port of destination, on board a
vessel or on a quay (wharf), the DES or DEQ terms
should be used.
DAF - Delivered At Frontier, named place of destination, by land, not
unloaded.
This term is used for any mode of transportation but must be delivered by land.
DES - DELIVERED EX SHIP (...
named port of destination)
"Ex Ship" means that the seller
delivers when the goods are placed at the disposal
of the buyer on board the ship not cleared for
import at the named port of destination. The seller
has to bear all the costs and risk involved in
bringing the goods to the named port of destination
before discharging. If the parties wish the seller
to bear te costs and risk of discharging the goods,
then the DEQ term should be used.
This term can be used only when
goods are to be delivered by sea or inland waterway
or multimodal transport on a vessel in the port of
destination.
DES - Delivered Ex-Ship, named port of destination, not unloaded.
This term is used for ocean shipments only.
DEQ - DELIVERED EX QUAY
(... named port of destination)
"Delivered Ex Quay " means that
the seller delivers when the goods are placed at the
disposal of the buyer not cleared for import on the
quay (wharf) at the named port of destination. The
seller has to bear costs and risks involved in
bringing the goods to the named port of destination
and discharing the goods on the quay (wharf). The
DEQ term requires the buyer to clear the goods for
import and to pay for all formalities, duties, taxes
and other charges upon import.
This is a very reversal from
previous Incoterms versions which required the
seller to arrange for import clearance.
If the parties wish to include
in the seller's obligations all or part of the costs
payable upon import of the goods, this should be
made clear by adding explicit wording to this effect
in the contract of sale.
This term can be used only when
goods are to be delivered by sea or inland waterway
or multimodal transport on discharging from a vessel
onto the quay (wharf) in the port of destination.
However if the parties wish to include in the
seller's obligations the risks and costs of the
handling of the goods from the quay to another place
(warehouse, terminal, transport station, etc.) in or
outside the port, the DDU or DDP terms should be
used.
DEQ - Delivered Ex-Quay, named port of destination, unloaded, not
cleared.
This term is used for ocean shipments only.
DDU - DELIVERED DUTY UNPAID
(... named place of destination)
"Delivered duty unpaid" means
that the seller delivers the goods to the buyer, not
cleared for import, and not unloaded from any
arriving means of transport at the named place of
destination. The seller has to bear the costs and
risks involved in bringing the goods thereto, other
than, where applicable, any "duty" (which term
includes the responsibility for and the risks of the
carrying out of customs formalities, and the payment
of formalities, customs duties, taxes and other
charges) for import in the country of destination.
Such "duty" has to be borne by the buyer as well as
any costs and risks caused by his failure to clear
the goods for import in time.
However, if the parties wish the
seller to carry out customs formalities and bear the
costs and risks resulting therefrom as well as some
of the costs payable upon import of the goods, this
should be made clear by adding explicit wording to
this effect in the contract of sale.
This term may be used
irrespective of the mode of transport but when
delivery is to take place in the port of destination
on board the vessel or the quay (wharf), the DES or
DEQ terms should be used.
DDU - Delivered Duty Unpaid, named place of destination, not unloaded,
not cleared.
This term is used for any mode of transportation.
DDP - DELIVERED Duty PAID (... named place of destination)
"Delivered duty paid" means
that the seller delivers the goods to the buyer,
cleared for import, and not unloaded from any
arriving means of transport at the named place of
destination. The seller has to bear all the costs
and risks involved in bringing the goods thereto
including, where applicable, any "duty" (which term
includes the responsibility for and the risks of the
carrying out of customs formalities, and the payment
of formalities, customs duties, taxes and other
charges) for import in the country of destination.
Whilst the EXW terms represents
the minimum obligation for the seller, DDP
represents the maximum obligation.
This term should not be used if
the seller is unable directly or indirectly to
abtain the import licence.
However, if the parties wish to
exclude from the seller's obligations some of the
costs payable upon import of goods (such as
value-added tax:VAT), this should be made clear by
adding explicit wording to this effect in the
contract of sale.
If the parties wish the buyer to
bear all risks and costs of the import, the DDU term
should be used.
This term may be used
irrespective of the mode of transport but when
delivery is to take place in the port of destination
on board the vessel or the quay (wharf), the DES or
DEQ terms should be used.
DDP - Delivered Duty Paid, named place of destination, not unloaded,
cleared.
This term is used for any mode of transportation.