ICC MODEL INTERNATIONAL SALE CONTRACT - Details

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ICC MODEL INTERNATIONAL SALE CONT Double-click Auto Scroll

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ICC MODEL INTERNATIONAL SALE

(Manufactured Goods Intended for Res

A. Specific Conditions
see General Conditions
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These Specific Conditions have been prepared in order to permit the part their sale contract by completing the spaces left open or choosing (as the alternatives provided in this document. Obviously this does not prevent th or further details in box A-16 or in one or more annexes. A-1 GOODS SOLD ___________________________________ ___________________________________ (DESCRIPTION OF THE GOODS) If there is insufficient space parties may use an annex. A-2 CONTRACT PRICE (ART. 4) Currency: ______________________ amount in numbers:______________ amount in letters: _____________ A-3 DELIVERY TERMS

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Recommended terms (according to Incoterms 2000): (see Introduction o �� EXW Ex Works �� FCA Free Carrier �� FAS Free Alongside Ship �� FOB Free On Board

named place: ____________

named place: ___________

named port of shipment: ___

named port of shipment: ___

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1) Time for payment (if different from art. 5) �� NO �� Payment on open account (art.Details http://www. 7) �� YES A-7 PAYMENT CONDITIONS (ART. week or month) at which or within w delivery obligations according to clause A. 5. 3) �� Before shipment place of inspection: _______________ �� Other: ________________________________________ A-6 RETENTION OF TITLE (ART.3) �� Confirmed Place of issue (if applicable): _________ Place of confirmation �� Credit available: �� By payment at sight �� By deferred pa �� By acceptance of drafts at: ___ days �� By negotiatio �� Partial shipments: Transhipment: �� Allowed �� Allowed �� Not allowed �� Not allowed �� 2 trong 8 11/16/2013 8:49 PM . 5.1) ____ days from date of inv �� Open account backed by demand guarantee or standby letter of �� �� Payment in advance (art. 5.2) Date (if different from art.g.4 of the respective Incoterm (se ________________________________________________________ ________________________________________________________ �� A-5 INSPECTION OF THE GOODS BY BUYER (ART.com/english/onews.lawyerguangzhou.asp?id=216 �� CFR Cost and Freight �� CIF Cost Insurance and Freight �� CPT Carriage Paid To �� CIP Carriage and Insurance Paid To �� DAF Delivered At Frontier �� DES Delivered Ex Ship �� DEQ Delivered Ex Quay (duty paid) �� DDU Delivered Duty Unpaid �� DDP Delivered Duty Paid �� Other delivery terms CARRIER (where applicable) NAME AND ADDRESS ________________ A-4 TIME OF DELIVERY named port of destination: __ named port of destination: _ named place of destination: _ named place of destination named place: ___________ named port of destination: __ named port of destination: _ named place of destination: named place of destination: CONTACT PERSON ________________ Indicate here the date or period (e.2): ________ �� Total price �� �� Documentary Collection (art. 5. 5.ICC MODEL INTERNATIONAL SALE CONTRACT . 5.5) �� D/P Documents against payment �� D/A Documen �� �� Irrevocable Documentary Credit (art.

electronic funds transfer to designated bank A-8 DOCUMENTS Indicate here documents to be provided by Seller. 1 Liquidated damages for delay in delivery shall be: �� ____ % (of price of delayed goods) per week. 1 Seller��s liability for damages arising from lack of conformity of th �� limited to proven loss (including consequential loss.asp?id=216 Date on which the documentary credit must be notified to seller �� ______ days before date of delivery �� other: ______ �� �� Other: ________________________________________________ (e.g.8) mu than __________ from the date of arrival of the goods at destination 3 trong 8 11/16/2013 8:49 PM .6) TO BE COMPLETED ONLY IF THE PARTIES WISH TO MODIFY ART. or: �� as follows (specify): _____________________________________ A-12 LIMITATION OF LIABILITY WHERE NON-CONFORMING GOODS (ART.Details http://www. 10. 10.4 AND 11.11.com/english/onews.8) TO BE COMPLETED ONLY IF THE PARTIES WISH TO MODIFY ART. cheque. 1 The price abatement for retained non-conforming goods shall not ex �� ___% of the price of such goods or: �� ________ (specify amou A-13 TIME-BAR (Art.lawyerguangzhou. e contract price. bank draft. Parties are advised to selected under A-3 of these Specific Conditions. loss of profit. 11.ICC MODEL INTERNATIONAL SALE CONTRACT .3) TO BE COMPLETED ONLY IF THE PARTIES WISH TO MODIFY ART. Seller��s liability for damages for price of the non-delivered goods �� A-11 LIMITATION OF LIABILITY FOR LACK OF CONFORMITY (ART. with a maximum of __ �� ________ (specify amount) �� In case of termination for delay.1. 1 Any action for non-conformity of the goods (as defined in article 11. (As concerns transport d �� 8) �� Transport documents: indicate type of transport document require �� Commercial Invoice �� Certificate of �� Packing list �� Certificate of i �� Insurance document �� Other: ______ A-9 CANCELLATION DATE TO BE COMPLETED ONLY IF THE PARTIES WISH TO MODIFY ARTIC If the goods are not delivered for any reason whatsoever (including the Buyer will be entitled to CANCEL THE CONTRACT IMMEDIATELY B A-10 LIABILITY FOR DELAY (art. 1 TO BE COMPLETED ONLY IF THE PARTIES WISH TO MODIFY ART.

asp?id=216 A-14(a). acco �� ARBITRATION �� ICC (according to art. and to the extent that such questions are not covered by CISG.com/english/onews. these General Conditions and any sp parties) shall be governed: A.Details http://www. by refere the Seller has his place of business.e.) is deem 4 trong 8 11/16/2013 8:49 PM . SELLER (signature) ___________________________ place __________ date ________ BUYER (signature) ___________ place _______ B. B.ICC MODEL INTERNATIONAL SALE CONTRACT . b their own into any sale contract. by the United Nations Convention on Contracts for the International S 1980. ICC arbitration will apply. 1. The solution hereunder is not recommended ( (a) This sales contract is governed by the domestic law of __________ (c To be completed if parties wish to choose a law other than that of the sell (b) Any questions not covered by CISG will be governed by the law of __ A-15 RESOLUTION OF DISPUTES (Art. General Conditions Art.2 Any questions relating to this Contract which are not expressly or imp contained in the Contract itself (i. the specific conditio 1.1.3 Any reference made to trade terms (such as EXW.lawyerguangzhou. If no choice is made. A-14(b) APPLICABLE LAW (Art. FCA. In case of contradiction betwee specific conditions agreed upon between the parties. 1 GENERAL 1. 14. Where these General Conditions (Part B Specific Conditions (Part A). hereafter referred to as CISG). any reference in Part B to Part A will be inte specific conditions agreed by the parties. etc.14) The two solutions hereunder (arbitration or litigation before ordinary court choose both of them.2) TO BE COMPLETED ONLY IF THE PARTIES WISH TO SUBMIT THE S LAW INSTEAD OF CISG.1 These General Conditions are intended to be applied together with th International Sale Contract (Manufactured Goods Intended for Resale).1) Place of arbitration _________ �� Other ___________________ (specify) A-16 OTHER _______________________________ ________________________________ �� LITIGATIO In case of dis ____________ shall have The present contract of sale will be governed by these Specific Condition boxes have been completed) and by the ICC General Conditions of Sale Resale) which constitute part B of this document.

If advance part of the contract price. the Seller��s current list price at the tim shall apply. price-lists of the Seller. an 4.4 Any reference made to a publication of the International Chamber of C the version current at the date of conclusion of the Contract. 4 PRICE 4. by teletransmission to the Seller��s bank in the Seller the Buyer shall be deemed to have performed his payment obligations wh been received by the Seller��s bank in immediately available funds.1 It is agreed that any information relating to the goods and their use. and th received by the Seller��s bank in immediately available funds at least 3 delivery or the earliest date within the agreed delivery period. The Seller also remains the exclu industrial property rights relating to the goods. 1. the price generally the conclusion of the Contract shall apply. prospe illustrations. prices. colours and other data contained in catalogues.com/english/onews.5 No modification of the Contract is valid unless agreed or evidenced in precluded by his conduct from asserting this provision to the extent that th conduct. The amounts due sha agreed.g. without further ind advance payment.2 If the parties have agreed on payment in advance. or implied from a prior course of d of the price and of any other sums due by the Buyer to the Seller shall be payment shall be 30 days from the date of invoice. 5 PAYMENT CONDITIONS 5. refers to the full price. then. ART. In the absence of such a current list price. ART. the payment conditions of the remaining amoun rules set forth in this article. s capacities. 5.2 Unless otherwise agreed. However. 5.Details http://www.1 Unless otherwise agreed in writing. 2 CHARACTERISTICS OF THE GOODS 2. the price does not include VAT. should the Seller bear any costs wh the Buyer��s account (e. shall not take effect as terms of the C in the Contract.3 If the parties have agreed on payment by documentary credit. the Buyer does not acquire any property rig may have been made available to him. 2.ICC MODEL INTERNATIONAL SALE CONTRACT . for transportation or insurance under EXW considered as having been included in the price under A-2 and shall be re ART.2 Unless otherwise agreed in writing. u must arrange for a documentary credit in favour of the Seller to be issued Uniform Customs and Practice for Documentary Credits published by the and to be notified at least 30 days before the agreed date of delivery or a 5 trong 8 11/16/2013 8:49 PM . unless otherwise agreed.3 The price indicated under A-2 (contract price) includes any costs whic according to this Contract.1 If no price has been agreed.lawyerguangzhou. 3 INSPECTION OF THE GOODS BEFORE SHIPMENT If the parties have agreed that the Buyer is entitled to inspect the goods b the Buyer within a reasonable time before the shipment that the goods ar place.asp?id=216 Incoterms published by the International Chamber of Commerce 1. 4. ART.

the docu sight and allow partial shipments and transhipments. 10 LATE-DELIVERY. 8 CONTRACTUAL TERM OF DELIVERY Unless otherwise agreed. the rate of interest shall be 2% above the a to prime borrowers prevailing for the currency of payment at the place of exists at that place.4 In case of termination of the Contract under article 10. the Seller must provide the documents (if any) or. the Buyer is entitled to 0. a first demand bank guarantee subject to the Guarantees published by the International Chamber of Commerce. then the same rate in the State of the currency of pay at either place the rate of interest shall be the appropriate rate fixed by th payment. 6. delivery shall be "Ex Works" (EXW).lawyerguangzhou. damages will run from the agreed date of del agreed period of delivery. according to any previous course of dealin ART. 10. ART. 5. or a s such Rules or to the Uniform Customs and Practice for Documentary Cre Chamber of Commerce.com/english/onews.2 Unless otherwise agreed. the goods shall rem complete payment of the price.asp?id=216 date within the agreed delivery period. 10. at least 30 days before the agreed date of delivery or at least the agreed delivery period. Where the Buyer so no the agreed date of delivery. if t Buyer within 5 days of receipt of such notice by the Seller.4 If the parties have agreed on payment by documentary collection.3 When article 10.2 or 10. if no Incoterm is applicable.1 When there is delay in delivery of any goods. 10. NON-DELIVERY AND REMEDIES THEREFO 10. ART. the B notification to the Seller as regards goods which have not been delivered reason whatsoever (including a force majeure event). Liquidated damages for dela the delayed goods or such other maximum amount as may be agreed.3 then 6 trong 8 11/16/2013 8:49 PM .5% or such other percentage as may be agreed of the price of those go provided the Buyer notifies the Seller of the delay. the documents will be tendered against payment (D/P) and the tender will in Rules for Collections published by the International Chamber of Commer 5. or as otherwise agreed. 6 INTEREST IN CASE OF DELAYED PAYMENT 6. 7 RETENTION OF TITLE If the parties have validly agreed on retention of title.2 does not apply and the Seller has not delivered th Buyer has become entitled to the maximum amount of liquidated damage give notice in writing to terminate the Contract as regards such goods. ART.ICC MODEL INTERNATIONAL SALE CONTRACT .Details http://www.2 If the parties have agreed upon a cancellation date in Box A-9. 9 DOCUMENTS Unless otherwise agreed. in either case issued by a reputable bank.5 To the extent that the parties have agreed that payment is to be backe to provide. Where the Buyer so notifies the Seller after 15 damages will run from the date of the notice.1 If a party does not pay a sum of money when it falls due the other par from the time when payment is due to the time of payment. Unless otherwise agreed. ART.

but can in of the price of those goods.4 or payable under article 11.3(c) or article 11. no action for lack of conformity c before judicial or arbitral tribunals.1.lawyerguangzhou. 11.asp?id=216 payable under article 10. 11. the Buyer will not plead non-conformity of th thereon.com/english/onews.8 Unless otherwise agreed in writing.3 as reimbursement of the price and damages damages for any additional loss not exceeding 10% of the price of the no 11.1 The Buyer shall examine the goods as soon as possible after their a the Seller in writing of any lack of conformity of the goods within 15 days discovers or ought to have discovered the lack of conformity.5 Where the Contract is terminated under article 11.6 Where the Buyer elects to retain non-conforming goods.3(a) or repair under article 11. In any case lack of conformity if he fails to notify the Seller thereof within 12 months fr the agreed destination.7 Unless otherwise agreed in writing.1 The Buyer shall promptly inform the Seller of any claim made agains parties concerning the goods delivered or intellectual property rights relat 7 trong 8 11/16/2013 8:49 PM . the remedies under this article 1 for non-conformity. does not elect in the notice to retain them). without any additional exp (b) repair the goods. 11. 11. 10. 12 COOPERATION BETWEEN THE PARTIES 12. having g compliance with article 11. t (a) replace the goods with conforming goods. such sum not to goods.3 Where goods are non-conforming (and provided the Buyer. the Buyer is entitled to claim damages for any the price of the non-delivered goods.Details http://www.1. after 2 years from the date of arrival of after the expiry of such term.ICC MODEL INTERNATIONAL SALE CONTRACT .1.5 The remedies under this article are exclusive of any other remedy fo ART.2 Goods will be deemed to conform to the Contract despite minor disc particular trade or through course of dealing between the parties but the B abatement of the price usual in the trade or through course of dealing for 11. or (c) reimburse to the Buyer the price paid for the non-conforming goods regards those goods. in defence to any action taken by the Seller against the Buyer fo ART. The Buyer will be entitled to liquidated damages as quantified under artic delay between the date of notification of the non-conformity according to substitute goods under article 11. without any additional expense to the Buyer.4 If the Seller has failed to perform his duties under article 11.3 by the entitled to the maximum amount of liquidated damages according to that writing to terminate the Contract as regards the non-conforming goods un or the repair is effected within 5 days of receipt of such notice by the Selle 11. he shall be difference between the value of the goods at the agreed place of destinat Contract and their value at the same place as delivered.3(b) above accumulated with damages (if any) payable under article 10. 11 NON-CONFORMITY OF THE GOODS 11.

ART. and (c) that he could not reasonably have avoided or overcome it or its effec 13. a ground of relief under this clause from liability in damages. Notice shall also be given when the ground of relief ceases. either party Contract with notice. 13. as soon as practicable after the impedim perform become known to him. and (b) that he could not reasonably be expected to have taken into account his ability to perform at the time of the conclusion of the Contract.ICC MODEL INTERNATIONAL SALE CONTRACT .3 Without prejudice to article 10. all disputes arising in connection finally settled under the Rules of Arbitration of the International Chamber arbitrators appointed in accordance with the said Rules. 13 FORCE MAJEURE 13.asp?id=216 12.4 If the grounds of relief subsist for more than six months.com/english/onews.2 A party seeking relief shall. on money owing as long as and to the extent that the ground subsists.2 The Seller will promptly inform the Buyer of any claim which may inv ART.2. give notice to the other party of such impe perform. 14 RESOLUTION OF DISPUTES 14. 13. from penalties and other contractual sanctions. 14.1 Unless otherwise agreed in writing.2 An arbitration clause does not prevent any party from requesting inte the courts.Details http://www. Failure to give either notice makes the party thus failing liable in damages been avoided.1 A party is not liable for a failure to perform any of his obligations in s (a) that the failure was due to an impediment beyond his control.lawyerguangzhou. Shaw & Team Law Firm Link: China-spirit Law Firm | Chinese Court | SIPO | Chinese lawyer | Lawyer in foshan | guangzhou attorney | guangdong attorney | china attorney ©2008-2014:Guangdong Legal Service for Foreigners Admin Powered by YongNet FsAsp 8 trong 8 11/16/2013 8:49 PM .