This model of International Sale Contract 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 contract 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 Contract.

1. INTERNATIONAL SALE CONTRACT
1. Definition
2. Parties to the Contract
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 Contract
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2. This model of International Sale Contract 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 contract 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 Contract.
1. DEFINITION
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3. 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.
2. PARTIES TO THE CONTRACT
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4. Some of the most important clauses in the
International Sale Contract are as follows:
• Price
• Delivery conditions
• Means of payment
• Delivery period
• Ownership
3. MAIN CLAUSES
See sample International Sale Contract
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5. “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
significant 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.”
3.1 PRICE CLAUSE
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6. “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 Contract.”
“Should the Buyer fail to take charge of the goods on arrival, the
Seller shall be entitled to demand the fulfillment of the Contract and
payment of the agreed price.”
3.2 DELIVERY CONDITIONS CLAUSE
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7. “The Buyer undertakes to pay the total price which appears in the present
Contract. 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.”
3.3 MEANS OF PAYMENT CLAUSE
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8. “The Seller undertakes to deliver the goods within ..... calendar days
of receipt of the confirmation in writing of the order in question,
once all payment conditions established in the present Contract
have been fulfilled.”
“The established delivery period may be modified by either party in
case of Force Majeure or unforeseen circumstances which prevent
its fulfillment.”
3.4 DELIVERY PERIOD CLAUSE
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9. “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.”
3.5 OWNERSHIP CLAUSE
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10. The following standards of International Law are
applied to the International Sale Contract:
• United Nations Convention on Contracts for the
International Sale of Goods (Vienna Convention).
• UNIDROIT Principles of International
Commercial Contracts.
• Uniform Law for the International Sale of Goods.
4. LAW APPLICABLE
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11. In order to obtain the model contract in
Word format and the user guide, click on:
International Sale Contract
5. MODEL CONTRACT
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