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FOB contract meaning

What does FOB contract mean?
An FOB (free on board) contract describes a sale of goods for sea or inland waterway shipment in which the seller puts the goods on board a vessel nominated by the buyer at the named port of shipment, at the seller’s expense, and clears them for export. The buyer normally arranges and pays for the main carriage and insurance. Risk usually passes when the goods are loaded on board; property passes according to the parties’ intention and the Sale of Goods Acts’ default rules. FOB is not defined by statute in the UK or Ireland; its meaning derives from commercial usage and case law and, where expressly incorporated, the ICC Incoterms (e.g. FOB Incoterms 2020). Key features include strict shipment windows, tender of shipping documents (typically a bill of lading), and the buyer’s duty to nominate a suitable vessel; failure to nominate may place the buyer in breach. Variants exist (for example, traditional FOB and FOB where the seller contracts for carriage on the buyer’s behalf), so the parties’ wording prevails. Usage and interpretation are broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland.
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View the related News about FOB contract

NEWS
Summary judgment for sellers' price claim under SGA 1979 s 49(1); title passed; letter of credit conditional; tender sufficed – English Commercial Court (Moeve Trading v Mael Trading)

Moeve Trading S.A.U. (formerly CEPSA Trading SAU) v Mael Trading FZ LLC [2026] EWHC 17 (Comm) The background facts By a contract dated 4 April 2024, the parties agreed the sale of 9,000–9,500 MTs of gasoline and 5,000 MTs plus 5% of gasoil, both at the Buyers’ option, on Free on Board (FOB) terms at Algeciras, Spain (the Contract). The cargo was loaded on 12 July 2024 aboard the MV HARBOUR PROGRESS (the Vessel) and bills of lading were issued. One week later the Vessel arrived at Freetown, Sierra Leone, where notice of readiness was tendered. Discharge proceeded without presentation of the bills of lading, against a letter of indemnity, and the Buyers and their purchasers took delivery. On shipment, title to the cargo passed to the Buyers in line with the Contract’s express terms. The purchase price exceeded US$13 million and was payable upon presentation of the shipping documents, including the issued bills of lading. Payment was to be made under an LC opened in June 2024,...

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NEWS
Unpaid price under s49(2) SGA 1979: English Commercial Court holds CAD/FOB terms mean payment not ‘irrespective of delivery’ or on ‘a day certain’, barring sellers’ price actions

Trans Trade RK SA v State Food and Grain Corporation of Ukraine [2025] EWHC 1803 (Comm) The Commercial Court overturned three GAFTA Appeal Awards and affirmed the correct construction of section 49(2) of the Sale of Goods Act 1979. In GAFTA arbitrations, the Sellers pursued the contract price for goods left unpaid. The Buyers resisted on two bases, both of which failed before GAFTA, namely: that the Contracts had been frustrated; and that the Sellers could not sue for the unpaid price. The Buyers then appealed the awards to the Commercial Court under section 69 of the Arbitration Act 1996. A central provision common to all three Contracts was clause 6.1, which stated that the Buyer must pay, by bank transfer on a CAD (cash against documents) basis, 100% of the value of the portion of the Goods delivered, in accordance with the Seller’s commercial invoice, by 1 September 2021 inclusive, again against scanned copies of the cargo documents specified in clause...

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View the related Practice Notes about FOB contract

PRACTICE NOTES
UK law on bills of lading and sea waybills: types, functions, parties, transfer of rights, charterparty incorporation, security, letters of indemnity, multimodal and electronic trade documents

This Practice Note sets out the legal framework and practical issues around bills of lading and sea waybills used in the context of arrangements for transporting goods by sea. It outlines how bearer bills, order bills and seaway bills differ, in practice, and describes the roles of a bill of lading as receipt, title document and contractual instrument. The Note also identifies the parties to the carriage contract, how they interact with third parties, and, in particular, the means by which rights under the paperwork can be effectively transferred. A bill of lading: is issued by or on behalf of the sea carrier to the person with whom the carriage contract is concluded records or evidences that contract and its terms serves as evidence of receipt of the cargo operates as a document of title Types of bills Bearer bills and order bills There are two principal kinds of bill of lading: as follows bearer...

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PRACTICE NOTES
Commodities sales and carriage: CIF/FOB contracts, common disputes on quality, documents, timing, force majeure and sanctions, charterparty links, and trade arbitration bodies

An introduction to contracts for the sale and purchase of commodities Contracts for the sale and purchase of commodities sit at the centre of international trade. A single deal for a particular commodity will typically involve several additional contracts or commercial arrangements, including but not limited to: a contract for the transport of the commodity by sea and, possibly, by road and/or rail a contract of insurance the execution of a bill or exchange, or the opening of a letter of credit or other documentary credit Many, though not all, disputes stemming from contracts for the sale of commodities and related agreements are resolved by arbitration. As outlined below, numerous bodies that create standard form contracts or deliver services for specific trade sectors also offer arbitration facilities. For further details on commodities arbitration, see Practice Note: Commodities arbitration—trade associations and arbitration rules. The focus of this Practice Note is on contracts for the sale of commodities and on contracts for...

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View the related Precedents about FOB contract

PRECEDENTS
Archived precedent: SIAC statement of claim—international sale of petroleum coke; contamination, breach of warranty, equipment damage and demurrage (FOB Mombasa)

ARCHIVED : This Precedent has been archived and is not maintained . SIAC ARBITRATION NO. [ ] OF 2015 IN THE MATTER OF AN ARBITRATION BETWEEN Parties WEIPA RESOURCES LIMITED — Claimant SELANGOR RESOURCES SDN BHD — Respondent 1 The Claimant, Weipa Resources Limited (Claimant), is a company incorporated in the British Virgin Islands, with its registered office at P.O. Box 1234, Charlotte Street, Tortola, British Virgin Islands. 2 The Respondent, Selangor Resources Sdn Bhd (Respondent), is a company incorporated in Malaysia, with its registered address at 20-02, 500 Federal Plaza, Petaling Jaya, Selangor. 3 Pursuant to a written agreement made on or about 15 August 2014 between the Respondent and the Claimant (the ‘Contract’), the Claimant agreed to purchase, and the Respondent agreed to sell, 20,000 metric tonnes (plus or minus 5% at the Claimant’s option) of low sulphur delayed coking petroleum sponge coke (the ‘Product’). The Contract is governed by the law of Aleutia. 4...

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PRECEDENTS
Precedent SIAC statement of claim—contaminated petroleum coke shipment causing port equipment damage, screening costs, voyage deviation and demurrage

SIAC ARBITRATION NO.[ ] OF 201[ ] IN THE MATTER OF AN ARBITRATION BETWEEN: Parties WEIPA RESOURCES LIMITED Claimant SELANGOR RESOURCES SDN BHD Respondent The Claimant, Weipa Resources Limited (Claimant), is a company incorporated in the British Virgin Islands, with its registered address at P.O. Box 1234, Charlotte Street, Tortola, British Virgin Islands. The Respondent, Selangor Resources Sdn Bhd (Respondent), is a company incorporated in Malaysia, with its registered address at 20-02, 500 Federal Plaza, Petaling Jaya, Selangor. By a written agreement made on or about 15 August 2014 between the Respondent and the Claimant (the Contract), the Claimant agreed to buy and the Respondent agreed to sell 20,000 metric tonnes (plus or minus 5% at the Claimant’s option) of low sulphur delayed coking petroleum sponge coke (the Product). The governing law of the Contract is the law of [ insert applicable law ]. A copy of the Contract is enclosed herewith, as Annex SOC-1. ...

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