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 .....................................

............................................................. [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. 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.

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.

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 Contract.

Alternative B. The confirmation in writing of the order in question, once all payment conditions

established in the present Contract 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.

............................................................................................................................................