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Specimen Contract Pinnel PDF
Specimen Contract Pinnel PDF
between
<NAME OF SELLER>
hereinafter called "the SELLER"
and
<NAME OF BUYER>
hereinafter called “the BUYER"
Preamble
The agreement between the parties to this Contract is based on the following understandings:
[NOTE: The following clauses are examples only.]
[NOTE: If the seller is making goods to unusual specifications, the preamble might state:]
1. Both parties understand that Goods made to the BUYER'S special specifications may have
no value, or very limited value, on the open market.
[NOTE: If the buyer is relying on the seller's expertise, the preamble might state:]
2. The SELLER understands that the BUYER in specifying the Goods has relied to a large
extent on the expertise of the SELLER.
[NOTE: If the delivery of defective or incomplete goods would seriously hurt the buyer, the
preamble might use one of the following:]
3. The SELLER understands that the BUYER is under contract to resell the Goods, and that
if the Goods are defective or nonconforming in quality or quantity, the BUYER may be
liable for damages in an amount exceeding <AMOUNT> <CURRENCY>.
4. The SELLER understands that the BUYER intends to install the Goods as a component
part in equipment to be resold, and that if the Goods are defective or nonconforming in
quality- or quantity, the BUYER may be liable for substantial damages.
1. Applicable Law
This Contract, and all questions relating to its formation, validity, interpretation or
performance shall be governed by the law of <COUNTRY>.
2. Definitions
In this Contract, including the preamble and the appendices, the words below have the
meanings ascribed to them unless the context otherwise clearly dictates:
2.1 Unless expressly modified by the parties, "FOB," "CIF" and other trade terms
have the meanings and obligations ascribed to them in Incoterms 1990f
Publication 460 of the International Chamber of Commerce, Paris.
2.2 "Contract" means this Contract, its preamble and appendices, as well as all
documents expressly listed as Contract documents or otherwise expressly
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mentioned in this Contract.
2.3 "Goods" means the Goods specified in Clause 4 below.
2.4 "Price" means the Price as specified in Clause 9 below payable to the SELLER
for the Goods.
2.5 "Delivery" means Delivery as specified in Incoterms 1990 under the Incoterm or
Incoterms agreed in this Contract.
2.6 "Day" means a calendar Day. For the purposes of this Contract, Saturdays,
Sundays and all holidays are considered as Days.
2.7 "Direct" costs and losses are costs and losses arising in immediate Connection with
any failure to deliver, any delay in Delivery, or any defect in Goods delivered
under this Contract. Such costs and losses must have an immediate/ foreseeable
and provably causal connection with the delay or defect. All other costs and losses
are deemed by this Contract to be "indirect." In particular, loss of profit, loss of use,
and loss of contract, are considered indirect losses.
2.8 "Government" means national Government, local Government, local authorities, and
their agencies. In' particular customs and/or excise departments are considered as
Government agencies.
2.9 "Termination" means the discharge of the Contract by one of the parties under any
right expressly granted by this Contract. The discharge of the Contract by any
other right arising from the applicable law or any other source is deemed to be
"cancellation" of the Contract.
In addition to the text of Contract itself, the documents listed below shall form part of the
Contract. All listed documents and the clauses of this Contract shall be read, if possible, so
as to be consistent. In the event of conflict, the order of precedence for the provisions and
documents which constitute this agreement shall be as follows:
4. Scope of Supply
The Goods to be delivered under this Contract are specified <CLAUSE/ ANNEX
WHERE GOODS ARE SPECIFIED>.
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5. Delivery
5.1 Date, Place and Terms of Delivery
[NOTE: In the interests of clarity, when using the Incoterms CIF, CFR, CIP, and
CPT, the parties may wish to add the clause below]
[NOTE: This clause is intended primarily for use in FOB and FAS contracts.]
The BUYER shall advise the SELLER of the name of the vessel not later than
<NUMBER> Days before the agreed Delivery date.
If the vessel named by the BUYER fails to arrive on or before <DATE>, then the
SELLER may at his discretion deliver the Goods to a bonded warehouse in the port of
<PLACE OF DELIVERY> and shall be deemed to have fulfilled his Delivery
obligations under this Contract. In this event, the SELLER must notify the BUYER of
the full circumstances of the Delivery to the warehouse, with Delivery to the
warehouse, all costs, including but not limited to cost of storage and insurance are to the
BUYER'S account.
On the surface of each package delivered under this Contract shall be marked: the
package number, the measurements of the package, gross weight, net weight, the lifting
position, the letter of credit number, the words RIGHT- SIDE UP, HANDLE WITH
CARE, KEEP DRY, and the mark: <MARK>
6. Notification of Delivery
[NOTE: This clause applies largely lo contracts under which delivery takes place in the
country of the seller.]
The BUYER may, at the BUYER'S option, inspect the Goods prior to shipment. At least
<FIGURE> Days before the actual Delivery date, the SELLER shall give notice to the
BUYER, or to any agent nominated by the BUYER, that the Goods are available for
inspection. The SELLER shall permit access to the Goods for purposes of inspection at a
reasonable time agreed by the parties.
In the event of late Delivery for reasons other than force majeure as defined in Clause
17 below, the SELLER shall pay as liquidated damages and not as a penalty the sum of
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<FIGURE>% of the value of the undelivered part per Day of late Delivery up to a
maximum of <FIGUKE>% of the Price payable under Clause 9 below. Payment of
liquidated damages shall be due without the BUYER having to furnish proof of any
loss, damage or injury.
CHOICE B: Payment of liquidated damages by the SELLER shall not preclude the
BUYER from seeking compensatory damages from the SELLER for any loss, injury
or damage arising from or in connection with late Delivery of any Goods. In
particular the BUYER shall be entitled to compensation from the SELLER for any
indirect or consequential loss or damage, including but not limited to loss of profit,
loss of use or loss of contract, arising from or in connection with late Delivery of any
Goods. However, payments made as liquidated damages shall be offset against any
compensatory damages recovered from the SELLER for the late Delivery of any
Goods.
9. Price
The Price for the Goods to be delivered under this Contract is <CURRENCY SYMBOL>
<FIGURE> (<CURRENCY IN WORDS> <FIGURE IN WORDS>).
This Contract shall not come into force under Clause 16 below until the SELLER has received
advice that the letter of credit has been opened in his favor and has ascertained that the terms are
in accordance with those agreed between the parties. Any discrepancy between the terms agreed
by the parties and the letter of credit as issued shall be notified by the SELLER to the BUYER
immediately.
If the BUYER does not notify the SELLER of any such discrepancy within <NUMBER>
6
Days of the arrival of the Goods, then the Goods shall be deemed to have been in conformity
with the Contract on arrival.
If a material discrepancy in quantity exists and is duly notified to the SELLER, the BUYER at
his discretion and subject to Clause 8.2 above may either:
a.. Accept the delivered portion of the Goods and require the SELLER to deliver the remaining
portion forthwith; or
b. Accept the delivered portion of the Goods and terminate the remaining portion of the
Contract upon due notice given to the SELLER.
Discrepancies in quality shall be considered as defects and shall give rise to claims under the
Defects Liability provision of this Contract in Clause 12 below.
However, a fundamental discrepancy in quality shall give the BUYER the right to refuse
Delivery of the Goods in whole or in part and to recover from the SELLER all payments
made for the unaccepted portion of the Goods as well as all costs, expenses and customs duties
incurred by the BUYER in association with the shipment, movement through customs,
insurance or storage of the unaccepted portion the Goods.
If any defect provably present in any of the Goods on the date of Delivery comes to
light during the defects liability period, then the BUYER shall forthwith 'notify the
SELLER. The SELLER, without undue delay, shall at his own risk and cost and at his
discretion repair or replace such item or otherwise make good the defect.
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The SELLER'S liability for defects is subject to the BUYER having adhered to all
procedures and instructions applicable to the <CONDITIONS OF USE> of the item,
and expressly excludes damage to the Goods caused by fair wear and tear or by
misuse occurring after Delivery.
The SELLER shall be liable for defects which come to light during a period of
<FIGURE> Days from <DATE OF START OF DEFECTS LIABILITY PERIOD>.
After the end of this period, the BUYER shall have no right to raise claims of any
kind against the SELLER for any defect in any Goods of the SELLER'S supply.
The defects liability period shall be prolonged by the length of any period during
which the Goods cannot be used by the BUYER because of a defect. However, if new
Goods are delivered to replace defective Goods, the' defects liability period shall not
begin again on the replacement Goods.
CHOICE A: The duty to repair and replace or otherwise to make good defects is the
only duty of the SELLER in the event of the Delivery of defective Goods. In particular
the BUYER shall not be entitled to compensation from the SELLER for any indirect
loss or damage as defined in Clause 2.7 above, arising from or in connection with
Delivery of defective Goods.
CHOICE B: The SELLER shall indemnify and hold harmless the BUYER against any
loss or damage however arising whether direct or indirect which shall be" suffered by
the BUYER as the result of defective or faulty Goods delivered by the SELLER.
CHOICE A: The <NAME OF PARTY> shall compensate and hold harmless the <NAME
OF OTHER PARTY> from any award of damages, reasonable costs, expenses or legal fees,
in the event of any• action or lawsuit by a third party resulting from any injury, loss or
damage to the third party caused by a defect in the Goods delivered I under this Contract.
In the event of any such lawsuit, the <NAME OF PARTY> shall immediately notify the
<NAME OF OTHER PARTY> and shall fully cooperate with the <HAME OF OTHER
PARTY> in taking any necessary legal action.
CHOICE B: In the event of any action or lawsuit by a third party resulting from any injury,
loss or damage to the third party caused by a defect in the Goods delivered under this
Contract, the party against whom the action or lawsuit is brought shall bear all costs,
expenses, awards of damages or legal fees arising therefrom.
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14. Taxation
All income taxes, value added taxes, customs duties, excise charges, stamp duties or other
fees levied by any Government, Governmental agency or similar authority shall be borne
exclusively by the party against whom they are levied.
The rights under this Contract may not be assigned nor the duties delegated by either party
without the prior written consent of the other party.
This Contract shall come into force after signature by both parties and after:
a.. The issuance of a letter of credit in accordance with the terms of Clause 10
above;
b. <OTHER>.
If the Contract has not come into force within <NUMBER> Days of its signature by both
parties, all its provisions shall become null and void.
If either party is prevented from, or delayed in, performing any duty under this Contract by
an event beyond his reasonable control, then this event shall be deemed force majeure, and
this party shall not be considered in default and no remedy, be it under this Contract or
otherwise, shall be available to the other party.
[NOTE: The subclause below contains examples only. It should be modified as necessary.]
Force majeure events include, but are not limited to: war (whether war is declared or not),
riots, insurrections, acts of sabotage, or similar occurrences; strikes, or other labor unrest;
newly introduced laws or Government regulations; delay due to Government action or
inaction, or inaction on the part of any inspection agency; fire, explosion, or other
unavoidable accident; flood, storm, earthquake, or other abnormal natural event.
If either party is prevented from, or delayed in, performing any duty under this Contract,
then this party shall immediately notify the other party of the event, of the duty affected,
and of the expected duration of the event.
If any force majeure event prevents or delays performance of any duty under this Contract
for more than <NUMBER> Days, then either party may on due notification to the other
party terminate this Contract.
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18. Termination
Notice of Termination of this Contract as defined in Clause 2.9 shall be in writing and shall
take effect <FIGURE> Days from the receipt of such notice by the party notified.
In the event of Termination, the duties of the parties shall be as incurred up to the date of
Termination. In particular, the SELLER shall receive the full Price of any Goods delivered
and accepted by the BUYER. The provisions of this Agreement dealing with defects liability,
arbitration, and such other provisions as are necessary in order to resolve any post-
Termination disputes shall survive Termination.
If any provision or provisions of this Contract are invalid or become invalid, then this shall
have no effect on the remaining provisions. Further, the parties agree to replace any invalid
provision with a new, valid provision having, as far as possible, the same intent as the
provision replaced.
20. Language
The language of the Contract, of all Contract Documents, and of all correspondence and other
communication between the patties shall be English.
21. Notices
Notices served by one party to the other under the Contract shall be made, in the first instance
by facsimile transmission {hereinafter called "fax"). A further copy of each notice shall be
sent by registered mail and signed.
The effective date of the notice shall be the date of fax transmission. In the event of a dispute
about the receipt of a fax, however, the effective date of the notice shall be the date of receipt
of the registered letter or a date seven Days after the registered mailing, whichever is the
earlier.
Any change in an address or fax number shall be the subject of a required notice under this
Contract.
The place of arbitration shall be <PLACE>. The language of arbitration shall be English.
CHOICE A: In the event of arbitration, each party shall bear its own costs.
CHOICE B: In the event of arbitration, the court shall assess the amount of the costs to be borne
by each party.
CHOICE C: In the event of arbitration, the party against whom the award is made shall bear the
entire costs of both parties to the action.
Execution
The parties, intending to be legally bound, have signed this Contract on the dates and at the
places stated below: