International Trade Agreement
This agreement is made between [Company A], a company incorporated in [Country] (“Seller”) and [Company B], a company incorporated in [Country] (“Buyer”).
Background
A. Seller and Buyer desire to enter into an international trade agreement for the sale and purchase of certain products (the “Products”).
B. The Seller and Buyer hereby enter into this Agreement for this purpose.
Definitions
In this Agreement, the following words shall have the following meanings:
“Agreement” means this International Trade Agreement, including any and all Schedules, Exhibits and other attachments.
“Order” means any purchase order or other written instruction by Buyer to Seller for the purchase of the Products.
“Price” means the price of the Products per unit as stated in the Order.
“Purchase Price” means the purchase price of the Products, including all freight, insurance, duty, and other charges related to their transport and delivery.
“Specifications” means the specifications of the Products stated on the Order.
Terms and Conditions of the Agreement
1. Orders and Prices.
a. The Buyer will place a written order (an “Order”) for the Products with Seller, setting forth the quantities, prices, related shipping and performance terms. The Order will be deemed accepted by the Seller upon receipt of written notice of acceptance from the Seller. The Seller reserves the right to accept or reject any Order at its discretion.
b. All Prices are stated in United States dollars and are exclusive of all taxes and duties. If any taxes and duties relating to the importation or exportation of the Products into or out of any country fall due in connection with the sale of the Products under this Agreement, the Buyer shall pay such taxes and duties and shall indemnify the Seller from and against any such liability.
2. Delivery and Performance. The Seller agrees to deliver the Products to the Buyer in accordance with the terms of the Order and to perform all other obligations stated in the Order in a timely, professional and satisfactory manner.
3. Warranties. The Seller warrants that the Products delivered hereunder will be of merchantable quality and will conform to the Specifications set forth in the Order and related documents.
4. Title and Risk of Loss. Risk of loss or damage to the Products shall pass to Buyer upon delivery to the shipper, unless otherwise agreed by the parties in writing. Title to the Products passes to Buyer upon Buyer’s payment in full of the Purchase Price.
5. Payment. Buyer agrees to pay Seller upon delivery of the Products, the full Purchase Price in cash (or other agreed upon form of payment, such as Wire Transfer or Letter of Credit).
6. Limitation of Liability. Neither party shall be liable to the other party or to any other person for any indirect, special, incidental or consequential damages of any kind, including without limitation, lost profits, arising in any way out of, relating to or resulting from this Agreement or the performance of either party hereunder.
7. Force Majeure. Neither party shall be liable to the other for any failure of performance due to circumstances beyond its reasonable control, including but not limited to, governmental actions, fire, flood, civil disobedience, acts of war and other causes beyond the control of the parties.
8. Dispute Resolution. The parties shall attempt to resolve any disputes which arise under this Agreement in a spirit of co-operation and in accordance with the Laws of [Country], and any dispute or differences arising between the parties as to any material fact or interpretation of this Agreement or its terms shall be referred to and finally settled by arbitration.
9. Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of [Country] and the parties agree to submit to the jurisdiction of the courts of [Country].
10. Notices. All notices and other communications required or allowed hereunder shall be in writing and shall be deemed to have been duly given when mailed by certified mail, return receipt requested, or sent by commercial delivery service, addressed as follows:
To [Company A]:
[Address]
To [Company B]:
[Address]
11. Entire Agreement. This Agreement constitutes the entire agreement between Seller and Buyer and supersedes all prior, contemporaneous and future agreements, understandings and discussions, whether oral or written, between the parties with respect to the subject matter hereof.
In witness whereof, the parties have caused this Agreement to be executed as of the date first written above.
[Company A]
By:
[Name]
[Company A]
[Address]
[Company B]
By:
[Name]
[Company B]
[Address]
