International Goods Trade Contract
This International Goods Trade Contract (“Contract”) is made on this [day] day of [month], [year], by and between [names and addresses of both parties].
PRELIMINARY STATEMENT
This Contract relates to the sale and purchase of Goods from [Seller] to [Buyer]. This Contract is made on the following terms and conditions.
One party to this Contract (the “Seller”) is engaged in the sale of certain goods (“Goods”).
The other party (the “Buyer”) is interested in purchasing certain Goods from the Seller.
In order to ensure a smooth and efficient sale and purchase process, the parties have agreed to enter into this Contract, setting out the terms and conditions governing their mutual rights and obligations with respect to the sale and purchase of Goods.
DEFINITIONS
1.1 “Incoterms” means the International Commercial Terms of the International Chamber of Commerce, as in force on the date of this Contract.
1.2 “Governing Law” means the law applicable to the interpretation, validity and enforceability of this Contract, as stated in clause 8 of this Contract.
1.3 “Goods” means the goods to be sold and purchased from the Seller to the Buyer in accordance with the terms and conditions of this Contract.
PRICE
2.1 The purchase price of the Goods is set at [amount] (the “Price”).
2.2 Unless agreed otherwise between the parties, the Price is exclusive of any applicable taxes, duties, levies, and freight, insurance and other costs of delivery, which are to be paid by the Buyer.
2.3 The Price is payable in full by the Buyer on or before [date].
2.4 If the Price is not paid on the due date, the Seller may, at its discretion and without prejudice to any other rights it may have under this Contract, charge the Buyer with interest on the Price from the due date until full payment at the rate of [percent] per annum.
DELIVERY
3.1 The Seller shall deliver the Goods to the Buyer at the place of delivery stated and in accordance with the terms of Incoterms.
3.2 The Seller shall use all reasonable efforts to deliver the Goods to the Buyer within [number] days of the due date for payment.
3.3 The Buyer shall be responsible for all costs, expenses and other liabilities arising in connection with or incidental to the delivery and transportation of the Goods.
RISK
4.1 Risk of loss or damage of the Goods shall pass to the Buyer upon delivery.
WARRANTY
5.1 The Seller warrants that the Goods shall be free from defects in material and workmanship and, except as set out herein, shall conform to applicable specifications or descriptions.
5.2 If there is any defect in the Goods or any non-conformity with applicable specifications or descriptions, the Seller shall, at its option and at its own cost and expense, either (a) repair the Goods; or (b) replace the Goods with Goods conforming to applicable specifications or descriptions. In the event that the Seller elects to repair or replace the Goods, the Seller shall have no further liability under this warranty with respect to such Goods.
5.3 This warranty shall only apply to Goods which are used and maintained in accordance with applicable specifications and operating instructions.
5.4 This warranty is effective from the date of delivery to the Buyer and shall continue in force for a period of [number] months, unless otherwise agreed between the parties.
LIABILITY
6.1 The Seller shall not be liable to the Buyer for any consequential, indirect or special damage or loss suffered by the Buyer, including damage or loss caused by any breach of contract or tort.
6.2 The Seller and the Buyer agree that this Contract shall not limit or exclude liability of either party which cannot be limited, according to Governing Law.
FORCE MAJEURE
7.1 Neither the Seller nor the Buyer shall be liable for any non-performance under this Contract which is caused by an event of force majeure.
7.2 The term “force majeure” shall include, but not be limited to, acts of God, acts of government, weather conditions, fire, flood, war, civil unrest, strikes and any other unforeseeable event beyond the reasonable control of either party.
GOVERNING LAW
8.1 This Contract is subject to [all applicable laws in the jurisdiction of Seller] (the “Governing Law”).
8.2 All matters arising out of or related to this Contract shall be governed by the Governing Law and any dispute between the parties shall be subject to the [jurisdiction of the courts of Seller].
MISCELLANEOUS PROVISIONS
9.1 The invalidity or unenforceability of any provision of this Contract shall not affect the remaining provisions of this Contract which shall remain in full force and effect.
9.2 Failure by either party to enforce any right or remedy under this Contract shall not be deemed to be a waiver of any such right or remedy.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE HEREUNTO SET THEIR HANDS
[Signature of Seller]
[Signature of Buyer]
