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INDEX

Parties Clauses

1. Products2. Price3. Delivery conditions4. Packaging5. Means of payment6. Date of payment7. Delivery period8. Delivery delays9. Contractual Responsibility10. Patents, Trade Marks and

Industrial Property Rights11. Certification of product quality12. Certification of product origin13. Fulfilment of agreement14. Termination due to breach of

agreement15. Insolvency16. Subsistence of Obligations17. Granting rights and obligations18. Term of agreement19. Ownership20. Force Majeure21. Applicable law22. Resolution of disputes23. Taxation24. Language

SignaturesAnnex

Model of the type of agreement to be used by companies located in different countries for the sale and purchase of goods. The exporter (“the Seller”) is obliged to deliver the stated products, and the importer (“the Buyer”) shall acquire them under the agreed conditions of payment, delivery and transaction schedule.

The model is intended for the international sale of different types of products (raw materials, industrial components, consumer goods, machinery, etc). There are several wording alternatives concerning the most important issues of the agreement (products, prices, form and date of payment, place of delivery, etc.).

The agreement conforms to the principles established in the 1980 Vienna Convention on the International Sale of Goods.

Nº of pages: 7 + 3 (User Guide)Format: WordLanguage: English

MODEL OFINTERNATIONAL SALE AGREEMENT

INTERNATIONAL SALE AGREEMENT

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 Agreement and undertake to observe the following agreement:

1. PRODUCTS

Under the present Agreement, 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 Agreement.

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.

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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 Agreement. Should the Buyer fail to take charge of the goods on arrival, the Seller shall be entitled to demand the fulfillment of the Agreement 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 Agreement. 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 Agreement; and the rest, being .................... [write in numbers and letters], on delivery of the goods.

Alternative B. ........ %, being ..................... [write in numbers and letters], on submitting documents of property to the transport agent designated by the Buyer; and the rest, being .................... [write in numbers and letters), within .......... calendar days of receipt of the goods by the Buyer.

Alternative C. Within .......... calendar days of receipt of the goods by the Buyer.

7. DELIVERY PERIOD

The Seller undertakes to deliver the goods within .......... calendar days of receipt of:

Alternative A. The signing of the present Agreement.

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Alternative B. The confirmation in writing of the order in question, once all payment conditions established in the present Agreement have been fulfilled.

Alternative C. The notification of the opening of a letter of credit by the Buyer.

The established delivery period may be modified by either party in case of Force Majeure or unforeseen circumstances which prevent its fulfillment.

8. DELIVERY DELAYS

The Seller shall not be held liable for damages caused to the Buyer by delays in delivery, unless such delays be directly attributable to the Seller without justified cause.

9. CONTRACTUAL RESPONSIBILITY

The Seller guarantees that the goods supplied shall be free of foreign bodies or faults. To this end, it undertakes to replace at no additional cost any faulty part and to make good any operational defects, on condition that the Buyer notifies the Seller of such faults within a period of ....... calendar days from the receipt of the goods at their destination. Should such defects be evident at the time of receipt of the goods, the Buyer should give immediate notification to the Seller. In all cases, the Vendor shall be entitled to check the foreign bodies or defects alleged by the Buyer in any way it sees fit. The above conditions shall not apply to defects or damages to the goods caused by negligence or inappropriate handling by the Buyer.

10. PATENTS, TRADEMARKS AND INDUSTRIAL PROPERTY RIGHTS

The Seller declares, and the Buyer accepts, that all patents, trademarks, and other industrial property rights hereunder are appropriately registered .................. [include inscription data]. The Buyer consequently undertakes to notify the Vendor immediately of any violation or undue use of such rights by third Parties, in order that the Vendor may take the appropriate legal proceedings.

11. CERTIFICATION OF PRODUCT QUALITY

Alternative A. In order to guarantee the quality of the Products, the Seller accepts that the Buyer should appoint a Representative to inspect and thoroughly check the Products. The Representative shall give a written declaration as to the quality of the products on each dispatch. The Buyer shall make such document available to the Seller for its approval, should the Seller deem it appropriate. The declaration made by the Buyer’s Representative and signed by the Seller shall serve as certification as to the quality of the products.

Alternative B. The Seller undertakes to provide the Buyer with certification as to the quality of the products, issued by a company (laboratory or other inspection) recognized and accepted by both Parties.

12. CERTIFICATION OF PRODUCT ORIGIN

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The Seller undertakes, on the Buyer’s request, to obtain certification of origin from the appropriate authorities as to the origin of the Products hereunder.

13. FULFILLMENT OF AGREEMENT

The present Agreement shall come into force on the date of its signing, after which the Buyer shall not under any circumstances be entitled to cancel any order hereunder without written consent from the Seller. The sole conditions to be met prior to the present Agreement coming into force shall be the following:

13.1 The Buyer shall have made the appropriate payment in advance, in case it exists.

13.2 The Seller shall have obtained the necessary documents (licenses, certifications, etc.) required by the authorities of its own country in order to effect the export of goods.

13.3 The Buyer shall have obtained the necessary documents (licenses, certification, authorization to make payments in foreign currency, etc.) required by the authorities of its own country in order to effect the import of goods.

14. TERMINATION DUE TO BREACH OF AGREEMENT

Both Parties shall be entitled to terminate the present Agreement should either party breach the conditions hereunder and fail to take measures to make good such breach within .......... calendar days from the warning, notification, or demand made by the other party that such reparations be made.

15. INSOLVENCY

Both Parties shall be entitled to terminate the present Agreement before completion of its term and without prior legal actions, should either party be declared bankrupt, insolvent, or in such state as to be unable to make payment of outstanding debts, whether temporarily or otherwise.

16. SUBSISTENCE OF OBLIGATIONS

The termination of the present Agreement shall not affect in any way the validity or enforceability of obligations under any outstanding prior contractual agreements which by their nature or by legal requirement or by mutual agreement between the Parties, are to be deferred to a later date. Consequently, either party may demand the fulfillment of such obligations even after the termination of the present Agreement.

17. GRANTING RIGHTS AND OBLIGATIONS

Neither party may grant, whether totally or partially, the rights or obligations derived from the present Agreement to third Parties without the prior written consent of both Parties.

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18. TERM OF AGREEMENT

Both Parties agree that once the Seller has delivered the full amount of goods hereunder, and the Buyer has fulfilled all obligations hereunder, the Agreement shall be deemed finished.

19. OWNERSHIP

It is understood that the Products hereunder remain the property of the Seller, until the Buyer has completed payment completely. Until such point the Products shall be deemed to be a deposit in possession of the Buyer, and the Buyer shall meet all obligations incurred by receiving such deposit, while being entitled to administer the Products with due diligence.

20. FORCE MAJEURE

Neither party shall be liable for delays or breaches of contractual conditions caused by Acts of God (floods, fires, earthquakes, etc.) or by social or legal circumstances (industrial action, changes in legal restrictions of overseas trade, etc.) which are beyond its control.

21. APPLICABLE LAW

The present Agreement, its content as well as any unforeseen circumstance arising from it, shall be subject to the applicable laws, and particularly to the United Nations Convention on international goods and sale agreements, and by default to the trade practices established therein.

22. RESOLUTION OF DISPUTES

Both Parties, by mutual consent, resolve to refer any dispute to:

Alternative A. The appropriate legal proceedings in the .................... [Seller or Buyer] country of origin and, where appropriate, to those of the local authorities where the headquarters are located, unless the ..................... [Seller or Buyer] as plaintiff wishes to pursue legal proceedings within the jurisdiction of the other Party’s headquarters.

Alternative B. 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] and the proceedings shall be carried out in the ………… language.

23. TAXATION

All taxation and duties in the Buyer’s country of origin arising from the present Agreement, shall be paid by the Buyer. The Seller shall be liable for its duties and taxation in its own country.

24. LANGUAGE

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The whole text of the present Agreement, as well as the documents derived from it, including those in the Annex, have been written in:

Alternative A. English, and is therefore considered to be the only authentic text for all legal effects.

Alternative B. ............. and English, both versions being deemed authentic, but for legal purposes the text in ............. is to be given priority of interpretation.

By signing the present Agreement in duplicate, both Parties express their complete conformity thereto.

This Agreement enters into force the date written above.

Signed by a duly authorized representative of the Seller and of the Buyer.

Alternative A. At………….., the………………..

Alternative B. The Seller, at ……………, the……………, and the Buyer at…………., the………………..

For and on behalf of the Seller For and on behalf of the Buyer

________________________________ __________________________________Mr./Mrs. ............................................ Mr./Mrs. .......................................................................................................... [Title] ........................................................... [Title]

© Copyright Global Marketing Strategies (ISBN 978-84-92570-77-5)

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ANNEX 1. PRODUCTS AND PRICES(CLAUSES 1 AND 2)

Product Description Reference Quantity Priceper item

TotalPrice

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Agreements drafted by the legal experts of Global Negotiator cover all relevant aspects that are negotiated and agreed in the different types of business between companies. However, when these agreements are used you should take into account some recommendations common to all of them that are described in this User Guide. DATE

The date when the agreement comes into force is the one that appears in its header, as mentioned in the final paragraphs of the agreement, before signatures (This Agreement comes into force on the date written above).

In some agreements -for example in the Supply Agreement- the date of coming into force is also mentioned in one of the clauses. In these cases you have to verify that the two dates inserted in the agreement (in the heading and in the corresponding clause) are the same, in order to avoid discrepancies.

PARTIES

Be sure to insert in the first page of the agreement the full details of the Parties:

When a Party is a company you must insert the following information: legal name, legal form (limited, incorporated, etc.), full address, registration data and fiscal identification number.

When a Party is an individual that works as independent professional (for example a commercial agent) you must insert the following information: full name, profession, full address and fiscal identification number.

CLAUSES

Clauses with different alternatives: choose the most favorable

In the most important clauses of each agreement (exclusivity, payment terms, applicable law and competent jurisdiction, etc.) several drafting alternatives are proposed so you can choose the most appropriate to each situation. Therefore, the user before submitting the agreement to the other Party must choose the alternatives that seem best suited to their interests, and eliminate the rest. Clauses with blank spaces to be completed

In several clauses of the agreement blank spaces appear with dots (.......................) that the user has to complete inserting text. Following the dots, between brackets, you will see the data and explanations to insert the text.

When the text between brackets is in normal letters (the same as the agreement) and separated by "," or the word "o", the user must insert one of the options suggested.

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USER GUIDE

Example of blank space (........) with options to select between brackets:

Orders handled before completion of the present Agreement 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 agreement is different from which is to be used for communications between the Parties during the terms of the agreement. In this case the user should include at the end of the agreement 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 agreement:- Party 1 ............................................................. [insert full address].- Party 2 .............................................................. [insert full address].

ANNEXES

The agreements 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 agreement 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 a Agency Agreement) obviously he or she is the person that has to sign the agreement.

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The laws of some countries require that agreements, to be valid, shall be signed in front of witnesses or a public notary. Therefore, before signing a agreement you should be informed about the requirements that may exist in each country.

Place and date of signature

Usually agreements are signed by both Parties on the same date and place. Nevertheless, in international agreements, due to physical distance, it is common that each of the Parties sign in different dates and places. This agreement 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 agreement, each Party retaining one of them, but cal 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 agreement (Both Parties declare their conformity to the present agreement, which is signed in ...... copies, each of which shall be considered an original).

GENERAL RECOMMENDATIONS

The Parties must sign all pages of the agreement, 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 agreement to remove remaining paragraphs and correct any errors.

LEGAL WARNING

Depending upon your particular situation this agreement might not meet your needs and requirements. In case of doubt, you should consult a legal advisor. Global Marketing Strategies, S.L. as publisher and copyright holder of this agreement disclaims all warranties, whether express or implied, respecting the legal content of this agreement. For any claims arising out or in connection with the use of this agreement, Global Marketing Strategies shall be limited to a refund of the purchase price.

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