WINE SALE 351 Any reference to commercial terms (such as EXW19 or CIP20) is to be understood as a reference to the Incoterms of the ICC, in the text in force at the date of conclusion of the contract. Whit regard to jurisdiction/arbitration, it has to be specified that, for any dispute arising out of or in connection with this contract, the Court of the seller’s registered office shall have exclusive jurisdiction. Notwithstanding, the seller shall have the right to bring the dispute before the competent court at the buyer’s registered office. In turn, if the buyer resides in a non-EU country, all disputes arising from or in relation to this contract shall be definitively settled following the Arbitration Rules of the National and International Chamber of Arbitration of Milan, by one or more arbitrators appointed in accordance with said Rules. 7.2. Incoterms In international trade, when negotiating and subsequently signing a contract of sale, it is crucial to agree with the counterparty on the time and place where risks and costs related to the transport of goods pass from the seller to the buyer. The transfer of risks from one party to the other may also take place at a different time (and, therefore, at a different place), at the time (place) when the transfer of costs takes place. This is precisley what Incoterms (International Commercial Terms) are for; within Incoterms, the passage of risks is identified as the “delivery” of goods. In order to identify the time/place of delivery, it has been decided at an international level to introduce a series of “goods return” terms, the so-called Incoterms. These rules are designed to uniquely identify the distribution of costs related to the transport of goods and when the transfer of risks and responsibilities from the seller to the buyer occurs. Their function is to facilitate trade by clearly establishing the parties’ obligations to a sales contract, especially 19 This is the “Ex Works” clause, and it is the most common among incoterms. This clause regulates that during the journey of the goods, the costs and risks of transport are at the buyer’s expense. However, the seller is obliged to assist the buyer in obtaining any documents required by the country of export or transit. The ICC recommends limiting the clause to domestic trade since there are still tax issues relating to the customs exit visa, the proof of intra-EU transfer, the way of filling in customs declarations and ancillary documents, the identification of the exporter not established in the territory or even the identification of the holder of any authorisations or licenses. The advice is to sell the goods at least with the FCA surrender so as to have at least the customs bill for the control of the exit visa. 20 In the Carriage and Insurance Paid To clause, the seller assumes all risk until the goods are delivered to the first carrier at the place of shipment – not the place of destination. Once the goods are delivered to the first carrier, the buyer is responsible for all risks.
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