Assume that you are working as an associate in a law firm headquartered in northern Virginia, USA. The law firm has provided some legal services in the past for a company named Geopositioning Statistical Information Enterprises. The company goes by the nickname of GeoStat. Geo Stat produces state-of-the-art geo positioning system ("GPS") equipment. Geo Stat's company headquarters, its manufacturing facility, and its warehouse are all located in Herndon, Virginia (a city in northern Virginia). GeoStat apparently has little or no experience with international sales, but recently it participated in a trade fair in New York as part of an expanded marketing effort.

This morning you received a telephone call from Ken Chadwick, the Vice President and General Counsel of GeoStat. Mr. Chadwick wants you to help him draft a contract for a transaction involving the sale of some GPS equipment to a buyer in the Netherlands Mr. Chadwick has explained that the GPS equipment is currently in inventory in GeoStat's warehouse in Herndon and that the potential buyer would want the equipment transported by ocean freight from Norfolk, Virginia (an important US seaport) to the potential buyer's warehouse a few kilometers outside Rotterdam (a major seaport in the Netherlands).

In making this request, Mr. Chadwick has offered these specific queries and points to guide you in your work.

(a) Mr. Chadwick says he wishes to "minimize the cost and hassle to GeoStat of arranging for the transport of the goods from GeoStat's warehouse in northern Virginia to the potential buyer's warehouse near Rotterdam. Besides, he says, the buyer has much more experience in ocean transport than Mr. Chadwick has

(b) Mr. Chadwick has no preference, he says, as to the governing law, and in fact he assumes that this point need not be addressed because both parties to the potential contract have offices in CISG Contracting States.

(c) Mr. Chadwick wants any contract disputes to be handled either in Virginia courts or by commercial arbitration in Virginia.

(d) Mr. Chadwick wants you to suggest any other terms that especially important to include in the contract. you think are

Question 1: What is the main purpose of Incoterms, and what difficulties is Incoterms designed to overcome?

Question 2: What is the legal status of Incoterms and of the entity that created and revises Incoterms?

Question 3: What are the main differences between EXW, FOB, CIF, and DDP (Incoterms 2010) in terms of the seller's obligations?

Question 4: Which of the terms under Incoterms 2010 are suitable only for use in a transaction involving ocean transport?

Question 5: When does the risk pass to the buyer in a CIF (Incoterms 2010) contract? Question 6: When does the cost pass to the buyer in a CIF (Incoterms 2010) contract?

Question 7: How do CIF and FOB (or FCA) under Incoterms 2010 differ from CIF and FOB, respectively, under the UCC?

Question 8: What right of inspection does a buyer have under a CIF (Incoterms 2010) contract?

Question 9: What are the advantages and disadvantages to the buyer in insisting that a pre- shipment inspection certificate be issued?

Question 10: In a transaction for the sale of goods across borders, what are some key features of contract provisions dealing with:

(a) choice of governing law?

(b) choice of forum? (c) nonperformance? (d) force majeure?

(e) hardship? (f) notice? (g) corrupt practices?

Question 11: What is the meaning and significance of each of these terms and acronyms?

(a) EXW (b) FCA (c) FAS (d) FOB (e) CFR (f) CIF (g) CPT (h) CIP (i) DDP (j) non-exclusive choice-of-forum provision