Intermediary Contracts in International Trade

 

June 30, 2024

BRACE Law Firm ©

 

International trade activity consists of diverse operations performed by foreign partners when concluding an international trade contract, ranging from the execution of the main agreement to the final delivery of goods to the buyer. During the performance of an international trade contract, international trade participants may utilize the services of other international trade entities that support the delivery of goods. These include not only cargo transportation services but also international intermediary contracts.

Intermediary contracts include:

• the commission agreement, under which the commission agent undertakes, on the instructions of the principal (komitent), to perform one or several transactions in its own name but at the principal's expense for a fee [1];
• the agency agreement, under which the agent undertakes, for a fee, to perform legal and other actions on the instructions of the principal (printsipal) in its own name but at the principal's expense, or in the name and at the expense of the principal [2];
• the mandate agreement, under which the mandatary (poverenniy) undertakes to perform certain legal actions in the name and at the expense of the principal (doveritel), whereby the rights and obligations under the transaction performed by the mandatary arise directly for the principal [3];
• the freight forwarding agreement, under which the forwarder undertakes, for a fee and at the expense of the client (the consignor or consignee), to perform or organize the performance of services defined by the forwarding agreement related to the carriage of goods [4];
• the trust management of property agreement, under which the settler of the management transfers property to the trustee for a specified term for trust management, and the other party undertakes to manage this property in the interests of the settler or a person indicated by the settler (the beneficiary) [5];
• other agreements.

A common condition of all intermediary contracts is the performance of a specific action in the name and on the instructions of the customer of a particular service to perform the actions stipulated by the contract. Furthermore, based on the freedom of contract, the parties to a transaction may conclude an agreement containing elements of various contracts provided for by law or other legal acts (a mixed contract). The rules on contracts whose elements are contained in the mixed contract apply to the relations of the parties under such mixed contract in the relevant parts, unless otherwise follows from the agreement of the parties or the essence of the mixed contract [6].

At the same time, it is also important to note that when qualifying a contract, the essence of the legislative regulation of the corresponding type of obligation and the features of the contracts provided for by law or other legal acts are taken into account, regardless of the name given to the contract by the parties, the names of the parties, the name of the method of performance, etc. [7].

The primary aspects of concluding an intermediary contract are the necessity of knowing the specifics of working with foreign partners from other countries, knowledge of the market for specific products, and knowledge of suppliers. This allows the customer of the intermediary service to significantly reduce potential risks that may occur when concluding an international trade contract, including avoiding interaction with unscrupulous suppliers.

Intermediary services in international trade typically include:

• searching for a foreign partner at the customer’s request, where contact between the parties to an international trade transaction is established through an intermediary;
• preparing, conducting, and concluding an international trade transaction;
• cargo insurance;
• logistics services;
• customs clearance;
• promoting goods to a foreign market;
• financial support and servicing.

When entering a foreign market, it is important for an entrepreneur to find a sales market and a buyer for their products. Navigating all spheres of international trade interaction between foreign partners can be difficult, especially in the absence of experience and a strategy for working with foreign sales markets. To avoid mistakes and choose a reliable partner, international trade participants often seek the help of qualified specialists in international trade interaction who can help select a foreign partner for further cooperation, verify their reputation, and provide recommendations on interaction.

Once a foreign partner has been identified, it is important to correctly conclude an international trade contract, the text of which will determine the obligations of the parties, the parameters of contract performance, and penalties in the event of a breach of obligations by the parties.

The contract typically reflects all material terms regulating relations with foreign partners, including logistics, cargo insurance (if not provided for by the chosen Incoterms delivery basis), customs clearance, etc. Meanwhile, certain stages of performing an international trade contract may be handled not only by the seller and the buyer but also by other intermediaries with whom a party to the international trade transaction concludes a separate intermediary contract for the provision of the necessary service.

In addition to the main types of intermediary services in international trade, it is customary to highlight intermediary contracts concluded with international trade participants. These often include the commission agreement, agency agreement, mandate agreement, representation agreement, consignment agreement, distribution agreement, etc., in which a section on applicable law in the event of disputes is a significant aspect.

Applicable Law to Intermediary Contracts Involving Foreign Persons

Regarding the determination of the law applicable to relations of voluntary representation [8], the Supreme Court of the Russian Federation stated that a distinction should be made between relations arising between the principal and the representative on the one hand, and relations between the principal or representative and a third party on the other hand. In accordance with Clause 1 of Article 1217.1 of the Civil Code, conflict of laws rules regulating the relevant types of contracts apply to internal representation relations. General rules of the Civil Code on determining the governing law of a contract also apply to contractual obligations arising from a transaction performed by a representative in the name of the principal with a third party [9]. For the purposes of applying Clauses 1 and 2 of Article 1211 of the Civil Code, the place of residence or main place of business of the principal, as the person in whose name the corresponding contract is concluded, is taken into account.

In addition, it is important to note that if a concluded intermediary contract lacks a clause on applicable law, this issue will be decided by the court or arbitrator considering the dispute. Russian legislation establishes that the following apply to legal relations complicated by a foreign element:

• international treaties of the Russian Federation;
• the Civil Code of the Russian Federation, federal laws, and sub-legal acts;
• business customs.

At the same time, according to the rule of the closest connection, the law of the country where the intermediary's organization is located is often applied. Furthermore, the court may use conflict of laws rules to determine the applicable law; for instance, the principle of the country of the commission agent will be the applicable law for a commission agreement, and the law of the country of the mandatary will apply to a mandate agreement.

Meanwhile, it should also be noted that conventions regulating representation agreements exist at the international law level; however, Russia is not a party to such regulatory acts, for example:

• the Convention on the Law Applicable to Agency;
• the UNIDROIT Convention on Agency in the International Sale of Goods [10].

In the absence of international treaties regulating this area, the law chosen by the parties applies to the relations of the parties under intermediary contracts. In this case, the parties may specify not only the national norms of a particular country as the applicable law but also include terms in the contract on the application of the UNIDROIT Principles of International Commercial Contracts (the "UNIDROIT Principles") [11], Chapter 2 of which regulates the conclusion of a contract.

Agency Agreements in International Trade

When conducting international trade activity, not only national legislation but also international law norms are used. Given the changing global political situation, the conduct of international trade is increasingly subject to various restrictions and sanctions. Considering this environment, to continue international trade activities in these changed realities, most international trade participants use intermediary contracts for trading with foreign partners, which allow for the conclusion of international trade contracts despite prohibitions and restrictions.

One type of intermediary contract is the agency agreement, the subject of which is legal and other actions performed by the agent on the principal's instructions for a fee in the agent's own name but at the principal's expense, or in the name and at the expense of the principal. Taking into account the legal norms on the agency agreement, the principal may instruct the agent to perform any actions that may be defined by the contract, either by fully listing the instructed actions or by granting the agent general powers, considering that it is not always possible to determine the specific nature of potential actions at the time the contract is concluded [12]. For specific areas of activity, the legislation of the Russian Federation provides for features of agency agreements, which are reflected in the following regulatory documents:

• the Merchant Shipping Code of the Russian Federation;
• Federal Law No. 132-FZ dated November 24, 1996, On the Fundamentals of Tourism Activities in the Russian Federation;
• Federal Law No. 39-FZ dated April 22, 1996, On the Securities Market;
• Russian Law No. 4015-1 dated November 27, 1992, On the Organization of Insurance Business in the Russian Federation, etc.

At the international level, agency agreements are regulated by the Convention on the Law Applicable to Agency [13] (the "Convention on Agency Agreements"); however, it is worth noting that Russia does not participate in this convention. The Convention on Agency Agreements provides that the relationship between the agent and the principal is governed by the rules of the national law they have chosen, provided the choice of law is express or clearly follows from the terms of the agreement of the parties or the circumstances of the case. Additionally, the Convention reflects what the applicable law regulates:

• the existence and scope of the agent's powers, their modification or termination, and the consequences of exceeding or abusing the agent's powers;
• the agent's right to appoint a substitute, sub-agent, or additional agent;
• the agent's right to conclude a contract in the name of the principal when a potential conflict of interest exists between the principal and the agent;
• non-compete clauses;
• del credere clauses;
• compensation clauses (l'indemnité de clientèle);
• types of damage covered by compensation.

Furthermore, the Convention on Agency Agreements applies in cases where the representative (intermediary, agent) acts in their own name or in the name of the principal (printsipal) and when their activity is of a habitual or occasional nature. The law determined in accordance with this Convention applies regardless of whether it is the law of a contracting state.

International Commission Agreements

Another type of intermediary contract is the commission agreement, the subject of which is the conclusion of one or several transactions for a fee by the commission agent in its own name but at the principal's expense [14]. Moreover, a commission agreement may be concluded for a specific term or without specifying its duration, with or without indicating the territory of its performance, with an obligation of the principal not to grant third parties the right to perform transactions in its interests and at its expense that have been entrusted to the commission agent, or without such an obligation, and with or without conditions regarding the assortment of goods that are the subject of the commission [15].

The commission agent must perform the undertaking on the terms most favorable to the principal in accordance with the principal's instructions, or, in the absence of such instructions in the commission agreement, in accordance with business customs or other typically required standards [16].

A commission agreement is considered concluded when not only the form of the contract has been observed but also when agreement has been reached on all material terms of the transaction. These include terms regarding the subject of the contract, terms defined by law or other legal acts as material or necessary for contracts of this type, and all terms on which an agreement must be reached at the request of one of the parties [17]. It is important to note that a commission agreement may be reclassified as a sale and purchase agreement if it contains, in particular, a condition that the commission agent must pay for the goods transferred to it regardless of whether they have been sold or not [18].

Mandate Agreements with a Foreign Element

Under a mandate agreement [19], one party (the mandatary) undertakes to perform certain legal actions in the name and at the expense of the other party (the principal). Rights and obligations under a transaction performed by the mandatary arise directly for the principal [20]. At the same time, the mandatary must perform the mandate given to it in accordance with the principal's instructions, and the principal's instructions must be lawful, feasible, and specific. The mandatary has the right to deviate from the principal's instructions if, under the circumstances of the case, this is necessary in the principal's interests and the mandatary could not previously inquire with the principal or did not receive an answer to its inquiry within a reasonable time. The mandatary must notify the principal of the deviations as soon as notification becomes possible [21].

The obligations of the mandatary include:

• performing the mandate given to it personally;
• reporting to the principal at its request all information regarding the progress of the mandate's performance;
• transferring to the principal without delay everything received under transactions performed in the course of the mandate;
• upon performance of the mandate or upon termination of the mandate agreement prior to its performance, returning without delay to the principal a power of attorney whose term has not expired and providing a report with supporting documents attached, if required by the terms of the agreement or the nature of the mandate.

The obligations of the principal, in addition to issuing a power of attorney to perform the legal actions provided for by the mandate agreement, also include:

• reimbursing the mandatary for expenses incurred;
• providing the mandatary with the means necessary to perform the mandate.

Meanwhile, it is also important to note that judicial practice reflects the position that a contract whose subject is the conclusion of agreements in the name of the principal, but not the performance of factual actions, is by its legal nature a mandate agreement rather than an agency agreement [22].

International Representation Agreements

Legislation does not distinguish a separate type of representation agreement; in practice, it may be a mandate agreement or an agency agreement. However, Article 184 of the Civil Code defines a commercial representative as a person who constantly and independently represents entrepreneurs in the conclusion of contracts by them in the sphere of entrepreneurial activity. The features of commercial representation in specific spheres of entrepreneurial activity are established by law and other legal acts; therefore, before choosing this method of interaction, it is necessary to determine whether legal norms exist that regulate specific representation relationships.

To avoid a representation agreement being declared invalid, it is important to include the following sections:

• the type of activity that the representative must conduct and/or what actions or transactions it must perform;
• the terms for paying for the representative's services, including the procedure for reimbursing expenses related to the performance of the representation agreement;
• the period of the representation agreement;
• reporting on the representative's activities;
• the liability of the parties for breach of obligations and penalties for violations committed.

At the international level in the field of representation, the Convention on the Law Applicable to Agency [23] and the UN Convention on Agency in the International Sale of Goods [24] were adopted. The latter applies if only the principal and third parties have their places of business in different states, when:

• the intermediary has its place of business in a Contracting State;
• according to the rules of private international law, the law of a Contracting State applies.

International Consignment Agreements

The consignment agreement is also not distinguished as a separate type of contract in the civil legislation of the Russian Federation. Often, the contract is mixed and includes terms regulating storage, commission, and supply. In practice, a consignment agreement [25] is a contract for the commission sale of goods, where the owner (consignor) of the goods transfers them to an intermediary (consignee) for storage and subsequent sale. It is important to note that the goods remain the property of the consignor until they are sold.

In practice, it is customary to highlight the following types of consignment agreements:

• a returnable agreement for the sale of goods, where unsold goods are returned to the owner when the term of the agreement expires;
• a partially returnable agreement, where the consignee is required to purchase a certain quantity of goods after a specified time, depending on the terms of the agreement;
• without the return of goods.

Given the lack of formalization of this type of contract in the civil legislation of the Russian Federation and the fact that this type of activity includes terms from different types of contracts, the text of the agreement must reflect a general part, the subject of the agreement (specifying the name, cost, and specific important characteristics of the goods), the rights and obligations of the parties, ownership of the goods, cost, the consignee's fee, payment terms, the procedure for transferring goods, the liability of the parties, the term of the agreement, and final provisions.

When formalizing the rights and obligations of the parties under a consignment agreement, it is important to reflect what the consignee undertakes to perform, for example, ensuring the delivery of products to the destination, reporting to the consignor on the sold goods and the remaining volume of goods, performing the acceptance of products and guaranteeing their integrity, paying for the sold products, and providing the owner with access to the products for reconciliation. In turn, the consignor undertakes under the consignment agreement to deliver the goods to the consignee within the designated timeframe, including accompanying documentation for the goods, and to provide consultation to the consignee on matters regarding the quality of the goods and their sale, including providing advertising information, etc.

International Distribution Agreements

Despite the absence of a specific type of distribution agreement in the civil legislation of the Russian Federation, the Decision of the Council of the Eurasian Economic Commission No. 80 dated November 3, 2016, On Approval of the Rules of Good Distribution Practice within the Eurasian Economic Union (the "EEC Council Decision No. 80") defines rules that apply to all persons involved in the distribution of medicinal products in accordance with the functions they perform, including distributors and manufacturers of medicinal products, regardless of departmental affiliation or form of ownership.

The goal of Good Distribution Practice (GDP) is to observe proper storage, transportation, and distribution conditions necessary to ensure the quality, safety, and effectiveness of medicinal products throughout the supply chain, as well as to prevent the risk of falsified medicinal products entering the supply chain.

In accordance with the EEC Council Decision No. 80, distribution represents activity related to the purchase, storage, import, export, and sale (except for sale to the public) without volume restrictions and the transportation of medicinal products.

Meanwhile, the ICC Model Distributorship Contract [26] establishes that the contract form concerns the situation where the distributor acts as a wholesaler and is responsible for organizing the placement of the supplier's goods within a country or part of it. The distributor is not merely a wholesale reseller, as it is more closely connected with the supplier. In this regard, it is advisable to highlight the following features [27]:

• as a reseller, the distributor promotes and/or organizes the placement of goods in its designated territory;
• the supplier provides the distributor with a privileged position in the given territory – usually the exclusive right to purchase goods from such supplier;
• such relationships must be sufficiently long-term and provide conditions for cooperation that cannot be occasional;
• such relationships create sufficiently strong bonds of loyalty, meaning that the distributor refrains from placing competitors' goods;
• the distributor almost always places goods bearing a trademark (or otherwise distinct).

When concluding a distribution agreement, it is important to pay attention to the following features:

• the subject of the agreement includes the obligations of the parties to organize deliveries, where the distributor systematically purchases goods from the manufacturer for subsequent resale to third parties;
• a long-term nature on a permanent or regular basis;
• a privileged position is ensured for each of the parties;
• the purchase of goods by the distributor is performed for the purpose of their subsequent sale, promotion, and distribution in a specific territory;
• the remunerative nature of the transaction, due to the extraction of profit from distribution by each party;
• it is a reciprocal agreement;
• observance of the mandatory written form of the contract.

Commercial Concession (Franchising)

Under a commercial concession agreement, one party (the right holder) undertakes to provide the other party (the user) for a fee, for a term or without specifying a term, the right to use in the user’s entrepreneurial activity a complex of exclusive rights belonging to the right holder, including the right to a trademark, a service mark, as well as rights to other objects of exclusive rights provided for by the agreement, in particular to a commercial designation and a trade secret (know-how) [28]. Furthermore, the commercial concession agreement provides for the use of the complex of exclusive rights, business reputation, and commercial experience of the right holder in a specific volume (in particular, with the establishment of a minimum and/or maximum volume of use), with or without indicating the territory of use in relation to a specific sphere of entrepreneurial activity (the sale of goods received from the right holder or produced by the user, the conduct of other trade activity, the performance of work, or the provision of services).

Under a franchising agreement, the right holder is obliged to:

• ensure the state registration of the granting of the right to use the complex of exclusive rights belonging to the right holder under the commercial concession agreement in the user’s entrepreneurial activity;
• provide the user with constant technical and advisory assistance, including assistance in training and professional development of employees;
• control the quality of goods (work, services) produced (performed, provided) by the user on the basis of the commercial concession agreement.

In turn, the following obligations are placed on the user:

• to use the commercial designation, trademark, service mark, or other means of individualization of the right holder in the manner specified in the agreement when performing the activity provided for by the agreement;
• to ensure that the quality of the goods produced by it on the basis of the agreement, the work performed, and the services provided correspond to the quality of similar goods, work, or services produced, performed, or provided directly by the right holder;
• to comply with the instructions and directions of the right holder aimed at ensuring that the nature, methods, and conditions of using the complex of exclusive rights correspond to how it is used by the right holder, including instructions regarding the exterior and interior design of commercial premises used by the user when exercising the rights granted to it under the agreement;
• to provide buyers (customers) with all additional services they could expect when purchasing (ordering) a product (work, service) directly from the right holder;
• not to disclose the right holder's trade secrets (know-how) and other confidential commercial information received from it;
• to provide the agreed number of sub-concessions if such an obligation is provided for by the agreement;
• to inform buyers (customers) in the most obvious way that it uses the commercial designation, trademark, service mark, or other means of individualization by virtue of a commercial concession agreement.

Meanwhile, it is customary to highlight several types of franchising:

• industrial franchising, where the right to manufacture goods using the franchisor’s patented technology is transferred to the franchisee;
• trade (sales) franchising, where the right to sell products manufactured by the franchisor is transferred to the franchisee;
• service format franchising, where the right to use the franchisor’s trademark (service mark) and its developed business model is transferred to the franchisee.

Choosing a Type of Intermediary Contract for Operation

The choice of the type of intermediary contract depends on the necessary actions of the intermediary, the degree of freedom of action the intermediary will have, and the choice depends on the rights and obligations that will arise for the parties to the intermediary contract.

For simple representation of interests, it is sufficient to conclude a mandate agreement. For the sale and purchase of goods, a commission agreement is usually chosen; the intermediary independently concludes the sale and purchase agreements for the goods, while the obligations under such agreements arise for the intermediary.

For a broader range of the intermediary’s obligations, such as searching for clients, an agency agreement must be chosen. Agency is often used to provide mixed or comprehensive services.

Considering the norms of Article 421 of the Civil Code and the freedom of contract, the parties may conclude an agreement containing elements of various contracts provided for by law or other legal acts (a mixed contract). The rules on contracts whose elements are contained in the mixed contract apply to the relations of the parties under a mixed contract in the relevant parts, unless otherwise follows from the agreement of the parties or the essence of the mixed contract. The terms of the contract are determined at the discretion of the parties, except in cases where the content of a relevant term is prescribed by law or other legal acts.

Furthermore, all intermediary contracts concluded must comply with the requirements of the effective civil legislation of the Russian Federation, taking into account the requirements of international rules applicable to such types of contracts, especially in the event that the intermediary contract is complicated by a foreign element.

All presented intermediary contracts allow entrepreneurs conducting business with foreign partners to conclude necessary transactions, purchase needed goods despite restrictions and prohibitions, comply with legal norms regulating international trade activity, correctly conduct customs clearance, and perform financial operations in compliance with established norms in this sphere, etc.

Despite the fairly wide range of intermediary contracts, when concluding such a transaction, it is important to determine the necessary obligations of the parties and the terms for the sale of goods, and to determine in whose name and at whose expense the intermediary will act. This will allow for the selection of the necessary type of intermediary contract, the drafting of all material and additional terms of the transaction, and the conclusion of a contract on the terms most favorable for the entrepreneur.

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References

1. Clause 1 of Article 990 of the Civil Code.
2. Clause 1 of Article 1005 of the Civil Code.
3. Clause 1 of Article 971 of the Civil Code.
4. Clause 1 of Article 801 of the Civil Code.
5. Clause 1 of Article 1012 of the Civil Code.
6. Clause 3 of Article 421 of the Civil Code.
7. Clause 47 of the Resolution of the Plenum of the Supreme Court of the Russian Federation No. 49 dated December 25, 2018, On Certain Issues of the Application of the General Provisions of the Civil Code of the Russian Federation on the Conclusion and Interpretation of a Contract.
8. Clause 48 of the Resolution of the Plenum of the Supreme Court of the Russian Federation No. 24 dated July 9, 2019, On the Application of Norms of Private International Law by Courts of the Russian Federation.
9. Articles 1210 – 1214 of the Civil Code.
10. Concluded in Geneva on February 17, 1983.
11. Principles of International Commercial Contracts (UNIDROIT Principles), 1994.
12. Clause 6 of the Review of Judicial Practice of the Supreme Court of the Russian Federation No. 3 (2023), approved by the Presidium of the Supreme Court of the Russian Federation on November 15, 2023.
13. Concluded in The Hague on March 14, 1978. Entered into force on May 1, 1992.
14. Decision of the Commercial Court of Moscow dated August 26, 2022, in Case No. А40-5358/2022-104-41 On the Recovery of Debt under Commission Agreements and Interest for the Use of Other People's Funds, Taking into Account the Clarifications of the Statement of Claim Accepted by the Court in Accordance with Article 49 of the APC RF. Commission agreements were concluded between the plaintiff and the defendant, based on which certificates and reports under the commission agreements were sent to the defendant. However, the defendant did not sign them, in connection with which the plaintiff applied to the court for the protection of its rights. Having considered this case, the court decided to satisfy the claims.
15. Clause 2 of Article 990 of the Civil Code.
16. Article 992 of the Civil Code.
17. Clause 1 of the Resolution of the Plenum of the Supreme Court of the Russian Federation No. 49 dated December 25, 2018, On Certain Issues of the Application of the General Provisions of the Civil Code of the Russian Federation on the Conclusion and Interpretation of a Contract.
18. Clause 1 of Informational Letter of the Presidium of the Supreme Arbitration Court of the Russian Federation No. 85 dated November 17, 2004, Review of Practice for the Resolution of Disputes under a Commission Agreement.
19. Resolution of the Arbitration Court of the East Siberian District No. F02-6646/2023 dated December 27, 2023, in Case No. A19-22849/2022 On the Recovery of Debt and Penalties under a Mandate Agreement, and Expenses for the Payment of Customs Duties. The statement of claim indicated that the declarant did not compensate the customs duties paid by it and did not pay the fee. The court decided to satisfy the claims in part due to the establishment of the fact of the representative's performance of the customs authority's requirement for the payment of additional customs duties under customs declarations formalized as part of the performance of obligations under the mandate agreement; actions for the customs clearance of goods were performed by the representative in the name of, on the instructions of, and at the expense of the declarant, while the declarant is obliged to compensate the representative in full for the customs duties paid by it.
20. Clause 1 of Article 971 of the Civil Code.
21. Article 973 of the Civil Code.
22. Resolution of the FAS of the Urals District No. F09-4718/13 dated June 24, 2013, in Case No. A60-38808/2012 On Declaring a Mandate Agreement Valid. Having analyzed the terms of the contract in accordance with the requirements of Article 431 of the Civil Code, the courts concluded that the contract by its legal nature is a mandate agreement, the relations under which are subject to regulation by the norms of Chapter 49 of the Civil Code.
23. Concluded in The Hague in 1978.
24. Concluded in Geneva in 1983.
25. Resolution of the Arbitration Court of the Central District No. F10-1015/2024 dated April 11, 2024, in Case No. A54-1365/2023 On the Recovery of Debt under a Consignment Agreement. An agreement was concluded between the plaintiff (consignor) and the defendant (consignee), under the terms of which the consignor undertook, on the basis of the consignee's orders, to transfer products for storage to the consignee's warehouse to form a permanent stock of products subject to delivery under a supply agreement. The goods were transferred by the plaintiff and sold by the defendant. The claims were satisfied due to the existence of the defendant's obligation to accept the products for storage and to purchase them through selection over a certain period, upon the expiration of which the defendant acquires the right of ownership to the unselected goods, as well as the existence of a corresponding obligation of the plaintiff to replenish the permanent stock of products at the defendant's warehouse.
26. 2002 International Chamber of Commerce (ICC), ICC Publication # 646. 2011 translation into Russian by N.G. Vilkova and ICC Russia.
27. Ramberg J. International Commercial Transactions / translated from English under the editorship of N.G. Vilkova. 4th ed. Moscow: Infotropic Media, 2011. 896 p.
28. Article 1027 of the Civil Code.