International Sale Contract: Template for Business-to-Business Transactions, Study notes of Business

Download International Sale Contract: Template for Business-to-Business Transactions and more Study notes Business in PDF only on Docsity! 1 INTERNATIONAL SALE CONTRACT MODEL This model of International Sale Contract is designed for the international sale of different types of products: raw materials, manufacturing parts, consumer goods, equipment/machinery, etc.; it is used by companies positioned in different countries for the sale and purchase of goods. This Model Contract is intended to be used for the sale of products from business to business, not to end clients, and where each operation represents a sale in itself, that it is to say, it is not a long term agreement for the supply of products. To ensure a contract that best suits the needs of sellers and buyers includes several alternatives to choose from for certain specific aspects of the contract such as, price, form and date of payment, delivery period, applicable law, etc.) INTERNATION SALE CONTRACT DATE: .............................................................................................................................................. BETWEEN: ................................. [company legal name] whose registered office is at ..................................... [address, city and country] and registration/fiscal number is .............................., represented by ............................................................. [surname and first name, position] (hereinafter referred to as “the Seller”), AND: ................................. [company legal name] whose registered office is at ..................................... [address, city and country] and registration/fiscal number is .............................., represented by ............................................................. [surname and first name, position] (hereinafter referred to as “the Buyer”). Both Parties declare an interest in the sale and purchase of goods under the present Contract and undertake to observe the following agreement: 1. PRODUCTS Under the present Contract, the Seller undertakes to provide, and the Buyer to purchase: Alternative A. The following Products and quantities: ................................................................... Alternative B. The Products and quantities as set out in Annex 1 of the present Contract. 2 2. PRICE The total price of the Products which the Buyer undertakes to pay the Seller shall be .................... [write in numbers and letters]. The aforementioned price: Alternative A. Is the sum total of the prices of all Products and quantities as set out in Clause 1. Alternative B. Is the sum total of the prices of all Products and quantities as set out in Annex 1. Both Parties undertake to renegotiate the agreed price when affected by significant changes in the international market, or by political, economic or social situations in the country of dispatch or destination of the Product, which may damage the interests of either party. 3. DELIVERY CONDITIONS The Seller shall deliver the Products to ................... [mention the place: warehouse, port, airport, etc.], ..................... [city and country], under conditions .............. [mention Incoterm]. The goods shall be delivered at the agreed place, and to the transport agent designated by the Buyer, at least twenty-four hours before the deadline established in the present Contract. Should the Buyer fail to take charge of the goods on arrival, the Seller shall be entitled to demand the fulfillment of the Contract and payment of the agreed price. 4. PACKAGING The Seller undertakes to deliver the Products hereunder, suitably wrapped and packaged for their specific characteristics and for the conditions of transport to be used. 5. MEANS OF PAYMENT The Buyer undertakes to pay the total price which appears in the present Contract. Payment of said price shall be effected by: Alternative A. Cash, check or bank transfer to the account and bank branch designated by the Seller. Alternative B. Bill of exchange or direct debit to the account and bank branch designated by the Buyer. Alternative C. Irrevocable and guaranteed letter of credit payable to the account and bank branch designated by the Seller. 6. DATE OF PAYMENT The price shall be paid on the following terms: Alternative A. ....... %, being ..................... [write in numbers and letters], on signing the present Contract; and the rest, being .................... [write in numbers and letters], on delivery of the goods. 5 Example of blank space (........) with options to select between brackets: Orders handled before completion of the present Contract which produce sales transactions within .......... [1, 2, 3, 6] months shall entitle the Agent to receive the corresponding commission. In this case the user must choose between options 1, 2, 3 or 6 months and insert one in the blank space (........). • When the text between brackets is in italics the user has to insert the data and information requested and eliminate the bracketed text. Example of blank space - (.........) to insert text: Both parties, by mutual consent, resolve to refer any dispute to the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The place of arbitration shall be ........... [city and country]. In this case the user must insert in the blank space (...........) the city and country chosen to conduct the arbitration and afterwards eliminate the bracketed text [city and country]. Notices Clause Sometimes it may happen that the official address of the Parties which appear at the beginning of the contract is different from which is to be used for communications between the Parties during the terms of the contract. In this case the user should include at the end of the contract a Notices Clause. Example of Notices Clause: Notices. - In order to comply with their contractual obligations, the Parties establish the following address for the provision of notices related to this contract: - Party 1 ............................................................. [insert full address]. - Party 2 ............................................................. [insert full address]. ANNEXES The contracts incorporate some Annexes, each of them, referenced to the corresponding Clause. Annexes are drafted in commonly used formats, although the user must adapt these formats and the text inserted in them to each particular situation. SIGNATURES People who sign Persons signing the contract on behalf of the company must have the authority to do so and preferably, be entitled on the basis of a power of attorney. Below the signature, in addition to the full name of the person that signs his/her position must be inserted. When one of the Parties who signs is a natural person (for example a commercial agent in an Agency Contract) obviously he or she is the person that has to sign the contract. 6 The laws of some countries require that contracts, to be valid, shall be signed in front of witnesses or a public notary. Therefore, before signing a contract you should be informed about the requirements that may exist in each country. Place and date of signature Usually contracts are signed by both Parties on the same date and place. Nevertheless, in international contracts, due to physical distance, it is common that each of the Parties sign in different dates and places. This contract provides for both alternatives so it comes to choosing the most appropriate to each situation. Number of copies Usually, the Parties sign two copies of the contract, each Party retaining one of them, but can also arise the need to sign more copies. In this case all you have to do is mention explicitly the number of copies to be signed in the paragraph that is included at the end of the contract (Both Parties declare their conformity to the present contract, which is signed in ...... copies, each of which shall be considered an original). GENERAL RECOMMENDATIONS The Parties must sign all pages of the contract, including Annexes, so they are also valid. It is better to use ball point or pen (not pencil) in a color other than black (e.g.: blue); this makes it easier to distinguish an original document from a photocopy. It is preferable (although no mandatory) to express sums of money and percentages in words and figures. Of course, the words and figures for a given amount must match exactly. You also must insert the currency in which the amounts are expressed. It is advisable to use the rules establish by ISO that name each currency by three capital letters (EUR for euro, USD for dollar, GBP for sterling pound, JPY for Japanese yen, etc. - you can get the acronyms of every currency in the website www.oanda.com). Once you have chosen the best alternatives of each clause and have completed the blank spaces you should revise the whole contract to remove remaining paragraphs and correct any errors. 4 INTERNATIONAL CONTRACTS IN ENGLISH ¢ International Sale Contract ¢ International Supply Contract ¢ International Distribution Contract ¢ International Manufacturing Contract ¢ International Commercial Agency Contract ¢ International Buying Agent Contract ¢ International Sales Representative Agreement ¢ Logistics Services Contract « Intermediary Contract for Trade Operations ¢ Export Contract ¢ International Joint Venture Contract ¢ Confidentiality Agreement * International Strategic Alliance Agreement « Expatriate Contract of Employment ¢ International Franchise Contract ¢ Memorandum Understanding International distribution * International Services Contract ¢ Memorandum of Understanding for Joint Venture ¢ International Consulting Contract « International Technology Transfer Agreement « Pack 10 Contracts in English ¢ International Trademark License Agreement ¢ Pack All Contracts in English ¢ Contrato de Compraventa Internacional ¢ Contrato Internacional de Suministro ¢ Contrato de Distribucién Internacional ¢ Contrato Internacional de Fabricacién ¢ Contrato de Agencia Comercial Internacional ¢ Contrato de Agente de Compras Internacional ¢ Contrato de Representacién Comercial Internacional ¢ Contrato de Servicios Logisticos ¢ Contrato de Intermediacién Comercial Internacional ¢ Contrato de Exportacién ¢ Contrato de Joint Venture Internacional © Contrato de Confidencialidad ¢ Contrato de Alianza Estratégica Internacional ¢ Contrato de Trabajo para Expatriado ¢ Contrato de Franquicia Internacional ¢ Memorandum Entendimiento Distribucién Internacional ¢ Contrato Internacional de Servicios ¢ Memorandum de Entendimiento para Joint Venture * Contrato Internacional de Consultoria ¢ Contrato Internacional de Transferencia de Tecnologia ¢ Pack 10 Contratos en Espafiol ¢ Contrato Internacional de Licencia de Marca ¢ Pack Todos los Contratos en Espafiol ¢ Contrat de Vente Internationale * Contrat International d’Approvisionnement ¢ Contrat de Distribution Internationale * Contrat International de Fabrication ¢ Contrat d’Agent Commercial International * Contrat de Confidentialité ¢ Contrat de Représentation Commerciale Internationale Protocole d’Accord pour Distribution Internationale ¢ Contrat de Joint Venture Internationale * Protocole d’Accord pour Joint Venture Internationale ¢ Contrat de Franchise Internationale ¢ Contrat International de Services ¢ Pack Tous les Contrats en Frangais ¢ Internationaler Kaufvertrag ¢ Internationaler Liefervertrag ¢ Internationaler Vertriebsvertrag * Internationaler Herstellungsvertrag ¢ Internationaler Handelsvertretervertrag * Geheimhaltungsvereinbarung ¢ Internationaler Vertretungsvertrag ¢ Absichserlarung Internationalen Vertriebsvertrag ¢ Internationaler Joint Venture Vertrag * Absichserlarung Joint Venture ¢ Internationaler Franchisevertrag ¢ Internationaler Dienstleistungsvertrag ¢ Pack Alle Vertrage in Deutscher GLOBAL’ Business Publications