case
Wenzhou City, Zhejiang Province has a company specializing in the production of led lamps (here called A company), which has been engaged in foreign trade business for many years, and the products are very popular in the European market. In June, I met an American trading company named Heathlop (herein referred to as Company B) by chance. After a period of mail contact, the two new LED guardrails produced by Company A, which is urgently needed by Company B. The lamp signed the contract.
According to the contract, A exports a total of 80,000 US dollars of Wall Lights produced at the Fujian branch. FOB Shanghai, 30% of the purchase price is prepaid by T/T. After delivery, Company B will wire the remaining 70% of the loans. The delivery time of the product is within one month after the contract takes effect. In addition, the fine clause is stipulated. That is, for every delay of delivery by company A, company B deducts 5% of the total payment as a fine.
Since the agreed price of the item is 10% higher than other customers, Company A is very willing to promote this business and launch a new customer. In addition, through estimation, if the batch of goods is produced overtime, the production can be completed in about 25 days, plus packaging, booking, customs clearance time, if the time can be arranged compactly, find the appropriate schedule, within a month or The goods are shipped as required. Even if the delivery is delayed for one or two days for various reasons, it will not lose money according to the transaction price. In view of the company B's willingness to prepay 30% of the purchase price, showing the sincerity of its purchase, Company A agreed to the penalty clause in the contract, and the contract came into effect on July 9.
From the date of signing the contract, Company A immediately began to invest all the energy in the production of the contract, the production has been relatively smooth in the early stage, and the time can also be delivered on time. However, in the post-processing, due to the typhoon in the area, the factory and some electrical facilities were destroyed, and all the machines used for polishing could not be put into production. In addition, Company A does not have a backup generator, so it can only resume production after the power equipment is repaired. At the arrival of the typhoon, Company A has notified the customer of the specific situation, but the customer has not responded. After the typhoon passed, Company A immediately took the time to resume production. As a result, the guardrail light under the contract was postponed for 5 days and was completed on August 13.
If the contract requires, Company A needs to compensate the customer for 25% of the loan, which is 20,000 US dollars. For Company A, there will be a lot of losses, so they are eager to discuss solutions with customers. On the evening of August 13, Company A sent a fax to Company B, stating that the production process was interrupted due to the typhoon. This natural disaster is force majeure, so there is no responsibility for delaying delivery.
Company B said on the 14th that the contract did not stipulate the force majeure clause at the time, so insisted that there was no reason to exempt the fine; at the same time, they did not see any reports on the typhoon attack in the production area of ​​the company A in the United States, so they proposed to Company A. Whether the natural disaster caused by the so-called force majeure is true or not.
In view of this, Company A immediately sent a reply to the local foreign trade and economic cooperation commission of the production company on the day of receiving the reply from Company B to see if it could provide relevant documents confirming that the local area had been attacked by the typhoon and the company's power facilities were damaged. However, the reply received was that the Foreign Trade and Economic Cooperation Commission, regardless of similar matters, suggested to the Meteorological Department to issue a certificate. Subsequently, the staff of the Meteorological Bureau suggested to the power supply bureau to ask, and the reply received from the power supply bureau was "the scope of its duties is the problem of the entire power grid. The internal power consumption of individual companies and the resulting commercial disputes and losses are not under its jurisdiction."
As a result, Company A could not obtain the certificate issued by any of the above-mentioned government departments, and it was impossible to verify that it was indeed subject to force majeure. Company A saw that it could not obtain proof in the short term and was exempted from the 25% penalty by force majeure. In order to prevent further delays in the delivery period, the company contacted Company B on the 16th and offered to help Company B to get the lamps to their destination as soon as possible. Company A proposed to change the shipping method to air transportation and was willing to bear the corresponding air freight. However, Company B categorically refused and insisted that A's delayed delivery had affected its original trade, so even if A paid the air freight, the fine could not be reduced.
Company A saw that the negotiation was invalid, and had to contact the nearest route and obtained the ocean bill of lading on the 18th. As a result, Company B missed a list signed in advance with another project in China, so insisted on deducting a total of 50% of the purchase price as a fine for Company A, which would cause Company A to suffer greater economic losses.
After a lot of twists and turns, Company A finally found a company C that is familiar with Company B as a middleman and used it to mediate. Company B considers that this kind of LED guardrail lamp is very optimistic in the US market. At the same time, the preferential price provided by Company A in the future for a long period of time is not difficult to find a buyer in the United States, and there is a large future profit space. Therefore, in order to continue to maintain mutually beneficial cooperation in the future, the compromise finally gave up a fine equivalent to 50% of the purchase price.
As a result, in this case, the price of this product was reduced by 10% due to the influence of Company A on the normal trade of Company B, and unless the market price changed greatly within 2 years, 95% of the original agreed price of this contract was used as the trade price. Based on appropriate adjustments based on market price fluctuations.
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