sample agreement for the international commercial sale of, Slides of Business

Download sample agreement for the international commercial sale of and more Slides Business in PDF only on Docsity! SAMPLE AGREEMENT FOR THE INTERNATIONAL COMMERCIAL SALE OF GOODS PARTIES: Seller Name (name of company) ................................................................................................................................................ Legal form (e.g. Limited Liability Company) ................................................................................................................................................ Country of incorporation and (if appropriate) trade register number ................................................................................................................................................ Address (address of place of business of the Seller, phone, fax, e-mail) ................................................................................................................................................ Represented by (surname and first name, address, position, legal title of representation) ................................................................................................................................................ Buyer Name (name of company) ................................................................................................................................................ Legal form (e.g. limited liability company) ................................................................................................................................................ Country of incorporation and (if appropriate) trade register number ................................................................................................................................................ Address (address of place of business of the Buyer, phone, fax, e-mail) ................................................................................................................................................ Represented by (surname and first name, address, position, legal title of representation) ................................................................................................................................................ Hereinafter: “the Parties” 1. GOODS 1.1 Subject to the terms agreed in this contract, the Seller shall deliver the following good(s) (hereinafter: “the Goods”) to the Buyer. 1.2 Description of the Goods (details necessary to define/specify the Goods which are the object of the sale, including required quality, description, certificates, country of origin, other details). Contd.... 1.3 Quantity of the Goods (including unit of measurement). 1.3.1 Total quantity ........................................................................................................ 1.3.2 Per delivery instalment . . . . . . . . . . . . . . . …………………. . . . . . (if appropriate) 1.3.3 Tolerance percentage: Plus or minus . . . . ……… . . . . . . . . . . . % (if appropriate) 1.4 Inspection of the Goods (where an inspection is required, specify, as appropriate, details of organization responsible for inspecting quality and/or quantity, place and date and/or period of inspection, responsibility for inspection costs). 1.5 Packaging.................................................................................................................... 1.6 Other specifications..................................................................................................... 2. DELIVERY 2.1 Applicable International Chamber of Commerce (hereinafter: ICC) Incoterms (by reference to most recent version of the Incoterms at date of conclusion of the contract). 2.2 Place of delivery................................................................................................................ 2.3 Date or period of delivery.................................................................................................. 2.4 Carrier (name and address, where applicable)................................................................... 2.5 Other delivery terms (if any).............................................................................................. 3. PRICE 3.1 Total price ....................................................................................................................... 3.2 Price per unit of measurement (if appropriate)................................................................... 3.3 Amount in numbers........................................................................................................... 3.4 Amount in letters............................................................................................................... 3.5 Currency............................................................................................................................ 3.6 Method for determining the price (if appropriate)............................................................. Contd.... 7. LACK OF CONFORMITY 8.1 The Buyer shall examine the Goods, or cause them to be examined within as short period as is practicable in the circumstances. The Buyer shall notify the Seller of any lack of conformity of the Goods, specifying the nature of the lack of conformity, within …………………….. days after the Buyer has discovered or ought to have discovered the lack of conformity. In any event, the Buyer loses the right to rely on a lack of conformity if he fails to notify the Seller thereof at the latest within a period of two years (other period of time) from the date on which the Goods were actually handed over to the Buyer. 8.2 Where the Buyer has given due notice of non-conformity to the Seller, the Buyer may at his option: 8.2.1 Require the Seller to deliver any missing quantity of the Goods, without any additional expense to the Buyer; 8.2.2 Require the Seller to replace the Goods with conforming goods, without any additional expense to the Buyer; 8.2.3 Require the Seller to repair the Goods, without any additional expense to the Buyer; 8.2.4 Reduce the price in the same proportion as the value that the Goods actually delivered had at the time of the delivery bears to the value that conforming goods would have had at that time. The Buyer may not reduce the price if the Seller replaces the Goods with conforming goods or repairs the Goods in accordance with paragraph 8.2.2 and 8.2.3 of this Article or if the Buyer refuses to accept such performance by the Seller; 8.2.5 Declare this contract avoided in accordance with Article 10 of this contract. The Buyer shall in any event be entitled to claim damages. [Option: “8.3 The Seller’s liability under this Article for lack of conformity of the Goods is limited to [specify the limitation(s)”.] 8. TRANSFER OF PROPERTY The Seller must deliver to the Buyer the Goods specified in Article 1 of this contract free from any right or claim of a third person. [Option: “Retention of title. The Seller must deliver to the Buyer the Goods specified in Article 1 of this contract free from any right or claim of a third person. The property in the Contd... Goods shall not pass to the Buyer until the Seller has received payment in full of the price of the Goods. Until property in the Goods passes to the Buyer, the Buyer shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property”.] 9. AVOIDANCE OF CONTRACT 10.1 There is a breach of contract where a party fails to perform any of its obligations under this contract, including defective, partial or late performance. 10.2 There is a fundamental breach of contract where: 10.2.1 Strict compliance with the obligation which has not been performed is of the essence under this contract; or 10.2.2 The non-performance substantially deprives the aggrieved party of what it was reasonably entitled to expect under this contract. [Option: “The Parties additionally agree that the following is to be considered as a fundamental breach of contract: (Specify the cases that constitute a fundamental breach of contract e.g. late payment, late delivery, non-conformity, etc.)”.] 9.3 In a case of a breach of contract according to paragraph 10.1 of this Article, the aggrieved party shall, by notice to the other party, fix an additional period of time of (specify the length) for performance. During the additional period of time the aggrieved party may withhold performance of its own reciprocal obligations and may claim damages, but may not declare this contract avoided. If the other party fails to perform its obligation within the additional period of time, the aggrieved party may declare this contract avoided. 9.4 In case of a fundamental breach of contract according to paragraph 10.2 of this Article, the aggrieved party may declare this contract avoided without fixing an additional period of time for performance to the other party. 9.5 A declaration of avoidance of this contract is effective only if made by notice to the other party. Note: For the purposes of this Model Contract, the term “Avoidance” is taken from the CISG and means termination of contract. Contd.... 10. FORCE MAJEURE – EXCUSE FOR NON-PERFORMANCE 11.1 “Force majeure” means war, emergency, accident, fire, earthquake, flood, storm, industrial strike or other impediment which the affected party proves was beyond its control and that it could not reasonably be expected to have taken the impediment into account at the time of the conclusion of this contract or to have avoided or overcome it or its consequences. 11.2 A party affected by force majeure shall not be deemed to be in breach of this contract, or otherwise be liable to the other, by reason of any delay in performance, or the non-performance, of any of its obligations under this contract to the extent that the delay or non-performance is due to any force majeure of which it has notified the other party in accordance with Article 11.3. The time for performance of that obligation shall be extended accordingly, subject to Article 11.4. 11.3 If any force majeure occurs in relation to either party which affects or is likely to affect the performance of any of its obligations under this contract, it shall notify the other party within a reasonable time as to the nature and extent of the circumstances in question and their effect on its ability to perform. 11.4 If the performance by either party of any of its obligations under this contract is prevented or delayed by force majeure for a continuous period in excess of three [specify any other figure] months, the other party shall be entitled to terminate this contract by giving written notice to the Party affected by the force majeure. [If preferred, replace 11.4 with the following alternative: “11.4 If the performance by either party of any of its obligations under this contract is prevented or delayed by force majeure for a continuous period in excess of three [specify any other figure] months, the Parties shall negotiate in good faith, and use their best endeavours to agree upon such amendments to this contract or alternative arrangements as may be fair and reasonable with a view to alleviating its effects, but if they do not agree upon such amendments or arrangements within a further period of 30 [specify any other figure] days, the other party shall be entitled to terminate this contract by giving written notice to the Party affected by the force majeure”.] 11. ENTIRE AGREEMENT 12.1 This contract sets out the entire agreement between the Parties. Neither party has entered into this contract in reliance upon any representation, warranty or undertaking of the other party that is not expressly set out or referred to in this contract. This Article shall not exclude any liability for fraudulent misrepresentation. [Add where relevant: “This contract supersedes any previous agreement or understanding relating its subject matter”]. Contd...