INTERNATIONAL SALE AGreeMent

1. Denition 2. Parties to the Agreement 3. Main clauses

3.1 Price 3.2 Delivery conditions 3.3 Means of payment 3.4 Delivery period 3.5 Ownership

4. Law applicable 5. Model Agreement

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1. DEFINITION This model of International Sale Agreement is used by companies positioned in different countries for the sale and purchase of goods. The exporter (Seller) is responsible for delivering the stated products, and the importer (Buyer) shall acquire them under the agreed conditions of payment, delivery and transaction schedule. This agreement 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. It that were the case, it is preferable to use the model of International Supply Agreement.
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2. PARTIES TO THE AGreeMent

Usually both the Seller and the Buyer are companies. For each party, the following has to be included: Name of company, full address and nationality. Company type: public limited company, limited liability company, etc. Name and position of company representative who signs the agreement. Tax ID number of both parties.

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3. MAIN CLAUSES Some of the most important clauses in the International Sale Agreement are as follows: Price Delivery conditions Means of payment Delivery period Ownership

See sample International Sale Agreement

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3.1 PRICE CLAUSE

The total price of the Products which the Buyer undertakes to pay the Seller shall be .................... [write in numbers and letters]. Both Parties undertake to renegotiate the agreed price when affected by signicant 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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3.2 DELIVERY CONDITIONS CLAUSE

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 fulllment of the Agreement and payment of the agreed price.
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3.3 MEANS OF PAYMENT CLAUSE

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.

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3.4 DELIVERY PERIOD CLAUSE

The Seller undertakes to deliver the goods within ..... calendar days of receipt of the conrmation in writing of the order in question, once all payment conditions established in the present Agreement have been fullled. The established delivery period may be modied by either party in case of Force Majeure or unforeseen circumstances which prevent its fulllment.

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3.5 OWNERSHIP CLAUSE

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.

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4. LAW APPLICABLE The following standards of International Law are applied to the International Sale Agreement: United Nations Convention on Agreements for the International Sale of Goods (Vienna Convention). UNIDROIT Principles of International Commercial Agreements. Uniform Law for the International Sale of Goods.
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5. MODEL AGreeMent

In order to obtain the model agreement in Word format and the user guide, click on: International Sale Agreement

See sample International Sale Agreement