Contract Template

NOTE -- THIS CONTRACT CANNOT SIMPLY BE USED "AS-IS." FOR EACH USE, THE PROVISIONS MUST
BE READ CAREFULLY, INFORMATION ADDED, AND INSTRUCTIONS (including these) DELETED
BEFORE PRESENTING FOR SIGNATURE.
* In selecting a vendor, ensure that any applicable grant requirements (e.g., competitive bidding,
conflict of interest, nationality rules, etc.) are followed.
* The specific grant or cooperative agreement may require additional items to be included in this
contract.
* [Items below in brackets and italics are to be modified or deleted, as well as everything above this
line.]
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**
Contract/PO No.
___________
CONTRACT / PURCHASE ORDER FOR THE PURCHASE OF GOODS
BETWEEN:

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

With offices in ...................................................

AND
1. Goods Purchased
1.1 .................................... agrees to purchase, and ..................... agrees to sell, the following goods
(the “Goods”) in the following quantities:
1.2 [INSERT ANY SPECIFIC WARRANTIES, GUARANTIES, OR OTHER STATEMENTS OF QUALITY, OR IF
NONE, SAY:“The Goods will be of good quality and conform to industry standards for like items.”]
.............................reserves the right to reject any Goods which are defective in material or
workmanship, and may, in addition to any other legal remedies, return such Goods to Seller at
Seller’s expense or otherwise dispose of such Goods in a commercially reasonable manner.
2. Price
[INSERT TOTAL LUMP SUM OR ITEMIZED PRICES, AS APPROPRIATE, OR REFERENCE ATTACHED
LIST. SPECIFY THE CURRENCY AND SAY “price includes freight and insurance for delivery to
______”] .........................................................................................................................................
........................................................................................................................................................
........................................................................................................................................................
........................................................................................................................................................
........................................................................................................................................................
........................................................................................................................................................
.................................

PARCEL Project financed by the European Commission Humanitarian Aid and Civil Protection Department (ECHO).
(CC BY 4.0)
Reproduced with kind permission of World Vision
3. Shipment and Delivery Terms
3.1 Seller will arrange for shipment of the Goods, at Seller’s expense, to ............................
operations in __________, at the following delivery address:
[INSERT DELIVERY ADDRESS]

3.2 [Note: Avoid partial shipments, unless prior approval has been obtained.]

3.3 Shipment will be via ....................................... using a duly licensed and reputable international
air/rail/trucking company.

3.4 Seller will provide appropriate notification to ............................ prior to shipment to

enable ............................, or a third party inspection company of ............................’s choice, to
inspect the goods prior to shipment.
3.5 Seller will arrange for insurance on the Goods, at Seller’s expense, up to the point of delivery to
............................, using a duly licensed and reputable insurance company.

3.6 Seller will retain title to, and risk of loss for, the Goods until they are delivered
to ............................ in
[..................................................................................................................]. [NOTE - coordinate
this with payment terms. Generally is desirable to have title and risk pass at the time all or a
significant part of the payment is made.]

4. Delivery Schedule
4.1 Time is of the essence in performing this Contract, and Seller will ensure that the Goods are
delivered to the delivery address no later than the following date(s):
[INSERT DATE OR DATES]

4.2 [INSERT ANY DELAY PENALTY, COORDINATING WITH THE PAYMENT TERMS]
5. Notify parties/appropriations
Please fax or email the consignee, copy to buyer, shipping details within 3 days of the Bill of Lading or
the same day for other modes of transport. In the event of trans-shipment, these details are to be
tendered to the same notify parties within the same period.
6. Packaging
Goods ..................................................................................... Packages should be properly labeled to
indicate ............................................................
7. Markings
Each packing unit is to be marked in indelible ink, at least 5 cm high, on two sides in one color as
follows:
PO No., 9 cm high min.: PO/(xxx)
....................... (place)
................... (place)
Packing Units (PU) to be numbered: PU No. over total PU: PU (x/xx)
Donor markings (if applicable, according to donor specifications)
8. Payment Terms
8.1 ............................ will pay the purchase price via bank wire transfer to Seller’s bank account
indicated below. Bank wire fees are for Seller’s account.
[INSERT SELLER’S BANK ACCOUNT INFO.]
8.2 Payment will be made according to the following schedule, provided that ............................ has
received an appropriate original invoice from Seller:
[INSERT AS NEGOTIATED, possible samples are below. IDEALLY ALL OR MOST WOULD ONLY BE
PAID UPON DELIVERY. IF SIGNIFICANT AMOUNTS ARE PAID UPON SHIPMENT, PROBABLY
WANT TITLE TO PASS THEN.]
 ___________% ($_____________) as a down payment to be paid within 20 days of
contract signing.
 ___________% ($_____________) within 30 days of ............................ receiving (i)
acceptable original documents (bill of lading, insurance certificate, packing list, etc.)
showing the Goods have been shipped and (ii) an inspection certificate confirming that the
shipped Goods conform to this contract.
 __________% ($________________) within 30 days of ............................ receiving the
Goods in good order at the specified delivery address.
8.3 All invoices and other necessary documents shall be sent to the attention of the
following ............................ representative:
9. Duties, Taxes, Customs Clearance
Seller is responsible for paying all applicable sales, export and import duties and taxes,
whether in the country of export or the country of import or any transit country, and ensuring
that all necessary licenses or customs clearances are obtained.
[NOTE - ADJUST THIS AS NECESSARY. Determine if ............................ will actually obtain any
necessary import clearances in (country)? Try to obtain an exemption for customs duties?]
10. Termination
10.1 ............................ may terminate this Contract at any time should the anticipated funding for
this project from its donor(s) be eliminated, or for any other reason. In the event of such a
termination, Seller will be paid according to the payment terms specified herein for any Goods
actually shipped prior to the termination date that conform to this Contract.
10.2 This Contract may be terminated
immediately ...................................................................................................................................
........................................................................................................................................................
...................................................................
10.3 This Contract may be terminated by either party in the event
of ....................................................................................................................................................
........................................................................................................................................................
....................................................
11. Miscellaneous
11.1 Seller shall not assign its rights or obligations under this Contract, in whole or in part, nor enter
into any subcontract to perform any portion of this Contract, without the written consent
of .............................
11.2 This Contract supersedes any and all other agreements, oral or written,
between ............................ and Seller with respect to the subject matter hereof, and no
agreement, statement, or promise relating to the subject matter of this Contract other than
that which is contained herein shall be binding upon the parties. This Contract may not be
amended except by written agreement of the parties.
11.3 Seller agrees to indemnify and hold harmless ............................, and all ............................’s
affiliates from any and all claims or liabilities incurred by ............................ or its affiliates as a
result of Seller’s actions or omissions in performing this Contract.
11.4 Seller warrants that its performance of this Contract, and the Goods supplied under this
Contract, will comply with all applicable laws and regulations.
11.5 This Contract shall be governed by the laws of (Country).
[THE ABOVE DISPUTE CLUASE GENERALLY IS ACCEPTABLE, BUT IF ALTERNATIVES ARE
NECESSARY DISCUSS THEM WITH ............................ LEGAL DEPARTMENT

IN WITNESS WHEREOF, the parties hereto have duly executed this Contract by their authorized
representatives below:

............................ [SELLER’S NAME]

Signature Signature

Printed Name Printed Name

Title Title

DATE: DATE:______________