Permanent Establishment Risk

April 17, 2015

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When one draft, review or negotiate for an international trade contract, as or for seller (or exporter), it is essential to have fundamental knowledge on local taxation, to minimize the risk of ‘permanent establishment’ (PE). In brief, when the seller is carrying on the business at another country, the latter tax regime may view the […]

Competition Law In Brief

April 15, 2015

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Malaysia is relatively a new jurisdiction in the development and enforcement of competition law. The principal legislation, i.e. Competition Act 2010, is enforceable from 2012. Competition law, also known as antitrust law or antimonopoly law, which is promoting market competition by regulating anti-competitive conducts of the commercial entities. Therefore, the commercial contracts within the jurisdictions […]

Adoption of CISG

January 20, 2015

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‘Choice of laws’ in an international trade contract, i.e. which (domestic) law should apply in the event of disputes, could be contentious during a contract negotiation. The parties may bargain their own domestic law is the preferred choice. In a stalemate situation, the parties may have to adopt a third country domestic law as the […]

Posted in: Contract Law

Romalpa Clause

January 18, 2015

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Romalpa clause, also known as ‘Retention of Title’ (ROT) clause. It is always adopted into contracts of good on credit terms. The clause is applicable on both domestic trade and international trade, and acceptable in most of the jurisdictions. What is Romalpa clause? It is a contractual provision which allows the title (or ownership) to the goods remains vested […]

Posted in: Contract Law

Incoterms

January 15, 2015

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‘Incoterms 2010’, is a familiar term in an international trade contract. Thus, as a corporate counsel, I have to familiar the usage of this. What is Incoterms? Incoterms, which is short for ‘international commercial terms’, were established in 1936 by International Chamber of Commerce. Since then, the terms have been revised for eight times and […]

Posted in: Contract Law

Liquidated Damages

January 13, 2015

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In some of the commercial contract negotiations that I involved, there are lengthy discussion on liquidated damages clause is always contentious between the parties. What is ‘liquidated damages’? It is a fixed and contractually agreed sum of money which is payable by the defaulting party, or a genuine pre-estimate of the actual loss that an […]

Posted in: Contract Law