Standard Clauses of the International Sale Contract

Standard Clauses of the International Sale Contract

Below, we present the substantive clauses of an international sales contract, according to the International Trade Center Model Contract for the International Commercial Sale of Goods, such as the main rights and obligations of the Parties, the remedies for breach of contract; the general rules that apply equally to both parties; and selected boilerplate clauses broadly accepted in international commercial contracts.

We emphasize that these clauses are a general framework for the numerous types of sales contracts in international trade. When implementing them, the Parties should adapt them to the nature of each particular sales contract as well as to the specific requirements of the applicable law, where these requirements exist.

Clauses e Shor Description:

• Goods

Precise and detailed information necessary to define and specify the goods, the object of the sale, including the description, country of origin, total quantity, packaging, the inspection of the goods and other specifications, if applicable.

• Delivery

Precise and detailed information about the place, the exact point of delivery, the date or period of delivery, the carrier, and other delivery terms, if applicable.

It is advisable to use Incoterms rules, published by the International Chamber of Commerce (ICC).

• Price

The contract’s total price, price per unit (if applicable), currency, and the method for determining the price (only applicable if the parties fail to agree on a price in the contract).

The amounts must be described in both numbers and letters.

• Payment conditions

The means of payment (e.g., cash, cheque, transfer), details of the Seller’s bank account (if applicable), the time for payment, and the payment arrangement (e.g., payment in advance, by bank guarantee, or other payment arrangements).

• Documents

The Seller shall make available to the Buyers (or present to the bank specified by the Buyer), if applicable, the commercial invoice, transport documents, packing list, insurance documents, certificate of origin, certificate of inspection, customs documents, and other documents necessary, if any.

• Non-performance of the Buyer’s obligation to pay the price at the agreed time

Definition of what happens if the Buyer fails to pay the price at the agreed time and how the Seller shall proceed in this situation.

• Non-performance of the Seller’s obligation to deliver the Goods at the agreed time

Definition of what happens if the Seller fails to deliver the goods at the agreed time and how the Buyer shall proceed in this situation.

• Lack of conformity

The Buyer shall examine the goods and notify the Seller of any lack of conformity of them, specifying the nature of the lack of conformity.

• Transfer of property

How the Seller shall deliver to the Buyer the goods specified in the contract (e.g., the goods must be delivered free from any right or claim of a third person).

• Termination of contract

In which situations there is a breach of contract (when a party fails to perform any of its obligations under the contract), the events defined as fundamental breaches of the contract, and of how the parties should proceed if one of them breaches the contract (e.g. terminate the contract).

• Entire agreement

Establishment that the contract sets out the entire agreement between the parties; that neither of them has entered into the contract in reliance upon any representation, warranty, and that the contract shall not be varied except by an agreement of the parties.

• Notices

How the notices under the contract shall be communicated (e.g., in writing) and served (e.g., sending the e-mail to the address of the other party) in a manner that ensures receipt of the notice can be proved. The parties shall include the notifications details (e.g., address of e-mail).

• Force majeure – excuse for non-performance

The occurrence of an event or circumstance that prevents or impedes one of the parties from performing one or more of its obligations under the contract if and to the extent that the party affected by the impediment proves that that such impediment is beyond its reasonable control; it could not reasonably have been foreseen at the time of the conclusion of the contract; and the effects of the impediment could not reasonably have been avoided or overcome by the affected party.

This clause prevents that the affected party is deemed to be in breach of contract or liable to the other by reason of any delay in performance, or the non-performance of any of its obligations under the contract.

• Dispute resolution procedure

How the disputes, controversies or claims arising out of or relating to the contract shall be settled. Some of the options are by arbitration, by a specific state court with exclusive jurisdiction, or by ad hoc arbitration.

If the Parties choose to resolve the conflict by arbitration, it is recommended to specify in this clause the arbitration institution, the number of arbitrators, and the place and language of the arbitration.

• Applicable law and guiding principles

How the questions relating to the contract that are not settled by the provisions contained in the contract itself shall be governed.

Some of the options are for these questions to be governed by the: CISG, UNIDROIT Principles, the applicable national law of the country where the Seller has his place of business, the applicable national law of the country where the Buyer has his place of business, or the applicable national law of a third country.