Commercial Contract

AGREEMENT FOR EXPORT OF SPORTS GOODS

Small and Medium Enterprises Development Authority

Ministry of Industries & Production
Government of Pakistan
www.smeda.org.pk
HEAD OFFICE
4th Floor, Building No. 3, Aiwan-e-Iqbal Complex, Egerton Road,
Lahore
Tel: (92 42) 111 111 456, Fax: (92 42) 36304926-7
[email protected]

REGIONAL OFFICE REGIONAL OFFICE REGIONAL OFFICE REGIONAL OFFICE

PUNJAB SINDH KPK BALOCHISTAN

3rd Floor, Building No. 3, 5TH Floor, Bahria Ground Floor Bungalow No. 15-A
Aiwan-e-Iqbal Complex, Complex II, M.T. Khan Road, State Life Building Chaman Housing Scheme
Egerton Road Lahore, Karachi. The Mall, Peshawar. Airport Road, Quetta.
Tel: (042) 111-111-456 Tel: (021) 111-111-456 Tel: (091) 9213046-47 Tel: (081) 831623, 831702
Fax: (042) 36304926-7 Fax: (021) 5610572 Fax: (091) 286908 Fax: (081) 831922
[email protected] [email protected] [email protected] [email protected]

January 2013
Agreement for Export of Sports Goods
Pro-Gole (Right to do Business)
Legal Services, B&SDS

LEGAL SERVICES, SMEDA

The Legal Services (LS) department is a part of Business & Sector Development
Services Division of the Small Medium Enterprises Development Authority and plays
a key role in providing an overall facilitation and support to the small businesses. The
LS believes that information dissemination among the small businesses on the
existing legal & regulatory environment and business to business and business to
client contracting is of paramount importance and plays a pivotal role in their
sustainable development.

In order to facilitate small businesses, the LS, under the Pro-GOLE (Right to do
business) project, a joint SMEDA-UNDP initiative for supporting the small businesses,
has developed user-friendly contract templates.

Pro-GOLE, (Right to do Business)

The UNDP has partnered with the Small and Medium Enterprises Development
Authority to initiate and execute the Pillar 4 (Right to do business) component of the
UNDP PRO-GOLE project which seeks to enhance the legal awareness and mobility of
marginalized/ informal businesses. Under the project legal services outreach shall be
extended to small businesses including home based enterprises, small shopkeepers,
growers, women entrepreneurs, hawking vendors etc. In addition, small business
shall be mobilized to access legal services.

The Need for Commercial Contracts Templates

In an increasingly complex and competitive industry, it is vital that suppliers and
purchasers are fully protected against legal and commercial risks. To counter such
risks, a viable solution; available as- of the shelf commercial contract templates- will
provide the users with first class ready to use support. With obligations properly set
out and liabilities accurately defined, the users will be in a far better position to look
after their rights and interests and move forward from their marginalized positions to
being active players of the economy. The Legal Service Providers can equally take
benefit of these templates for their professional and business development.

Disclaimer
The information contained in this template is meant to facilitate the businesses in
documenting transactions with reference to import and export. However, SMEDA,
UNDP or any of their employees or representatives accept no responsibility and
expressively disclaim any and all liabilities for any and all losses/shortfalls caused by
or motivated by recommendations from the information contained within this
document. Although SMEDA’s ambition is to provide accurate and reliable
information; yet, the document is not an alternative to expert legal advice and
should ideally be used in conjunction with the same. Any person using this document
and or benefiting from the information contained herein shall do so at his/her own
risk and costs and be deemed to have accepted this disclaimer.
All information contained in this document may be freely used provided that relevant
acknowledgement is accurately quoted with each usage.

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Agreement for Export of Sports Goods
Pro-Gole (Right to do Business)
Legal Services, B&SDS

AGREEMENT FOR EXPORT OF SPORTS GOODS

THIS AGREEMENT FOR EXPORT OF SPORTS GOODS (hereinafter referred to

as the “Agreement”) is made at [insert place] on this ___ (insert date) day of _________
(insert month), 20__ (insert year)
BY AND BETWEEN:

M/s [insert Name], a public/private company incorporated under the Companies

Ordinance, 1984, having its registered office at [insert Address] through its [insert
Designation], Mr/Mrs/Ms [insert Name];
OR
M/s [insert Name], a partnership concern of Mr/Mrs/Ms [insert Name] and Mr/Mrs/Ms
[insert Name], having its place of business at [insert Address] through its Partner,
Mr/Mrs/Ms [insert Name];
OR
M/s [insert Name], a sole proprietorship concern of Mr/Mrs/Ms [insert Name], having its
place of business at [insert Address] through Mr/Mrs/Ms [insert Name];
OR
Mr/Mrs/Ms [insert Name], son/wife/daughter of [insert Name], r/o [insert Address] CNIC
# [insert Number]

(hereinafter referred to as the “Business”, which expression shall, wherever the context so
provides, include its successors, assigns, nominees and agents)
AND
M/s [insert Name], a public/private company incorporated under the Companies
Ordinance, 1984, having its registered office at [insert Address] through its [insert
Designation], Mr/Mrs/Ms [insert Name];
OR
M/s [insert Name], a partnership concern of Mr/Mrs/Ms [insert Name] and Mr/Mrs/Ms
[insert Name], having its place of business at [insert Address] through its Partner,
Mr/Mrs/Ms [insert Name];
OR
M/s [insert Name], a sole proprietorship concern of Mr/Mrs/Ms [insert Name], having its
place of business at [insert Address] through Mr/Mrs/Ms [insert Name];
OR
Mr/Mrs/Ms [insert Name], son/wife/daughter of [insert Name], r/o [insert Address] CNIC
# [insert Number]

(hereinafter referred to as the “Importer”, which expression shall, wherever the context so
provides, include its successors, assigns, nominees and agents).

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Agreement for Export of Sports Goods
Pro-Gole (Right to do Business)
Legal Services, B&SDS

(The Business and the Importer are hereinafter collectively referred to as the “Parties”,
and individually as the “Party”.)

WHEREAS the Business is engaged in the production of sports goods (hereinafter

referred to as the “Sports Goods”, and more particularly described in Clause 2 of this
Agreement) in Pakistan.

AND WHEREAS the Importer is engaged in the sale of Sports Goods in [insert
country], and wishes to import the Sports Goods from Pakistan for its sale in its outlets in
[insert country].

AND WHEREAS the Business wishes to sell its Sports Goods, and the Importer wishes
to buy the Sports Goods, on the terms and conditions contained in this Agreement.

NOW THEREFORE the Parties have entered into this Agreement on the following
terms and conditions:

1. TERM OF CONTRACT

(1) This Agreement shall come into effect on the date of execution of the Agreement,
and shall expire upon the delivery of the Sports Goods from the Business to the
Importer on the terms and conditions of this Agreement.

(2) The Parties agree that in no case shall the expiry date of the Agreement be
extended beyond [insert date].

2. SPORTS GOODS, PACKING AND PRICING

(1) The Business agrees to sell, and the Importer agrees to buy, the following Sports
Goods from the Business, in the quantities mentioned hereinafter:

1. [insert description of Sports Goods] [insert quantity]

2. [insert description of Sports Goods] [insert quantity]
3. [insert description of Sports Goods] [insert quantity]

(2) The Business shall pack the Sports Goods in accordance with the Business’
standard packing procedure which shall be suitable to permit the shipment of the
Sports Goods to the [insert the destination point] without damage.

(3) The Prices of the Sports Goods shall be as follows (hereinafter referred to as the
“Price”):

1. [insert description of Sports Goods] [insert price per unit in rupees]

2. [insert description of Sports Goods] [insert price per unit in rupees]
3. [insert description of Sports Goods] [insert price per unit in rupees]

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Agreement for Export of Sports Goods
Pro-Gole (Right to do Business)
Legal Services, B&SDS

(4) The Price shall be inclusive of the delivery charges, other charges pertaining to
packaging, and all the taxes and charges applicable on the export of the Sports
Goods in the Business’ country, i.e. Pakistan, and the Importer shall not be liable
to pay any other amounts to the Business in lieu of any such charges.

(5) The charges and taxes applicable on the import of the Sports Goods in the
Importer’s country, i.e. [insert Importer’s country] shall be payable by the
Importer directly to the relevant authorities.

(6) The Price shall be payable by the Importer to the Business in the [insert
currency] equivalent of Pakistani Rupees as mentioned in Clause 2 (3) above.

(7) The payment of the Price shall be made by the Importer to the Business through
an irrevocable Letter of Credit drawn on [insert name of the Importer’s bank],
sent to [insert name and branch of the Business’ bank].

3. DELIVERY

(1) The Sports Goods shall be delivered by the Business to the Importer by [insert
mode of delivery], through [insert name of the Carrier].

(2) The delivery of the Sports Goods shall be F.O.B Destination Port i.e. [insert
Destination port], and the Business shall bear all costs and risks of loss of or
damage to the Sports Goods until the time that the Sports Goods reach [insert
the destination port].

(3) The Importer shall be responsible for the transportation of the Sports Goods from
the Delivery Port to its place of business.

4. INSPECTION AND ACCEPTANCE

(1) Promptly upon the delivery of the Sports Goods, the Importer shall inspect the
shipment to determine in the Sports Goods included in the shipment are in
accordance with the specifications provided by the Importer.

(2) Upon inspection of the shipment, in case of any discrepancy/damage to the

Sports Goods, the Importer shall notify the Business in writing of any such
discrepancies with in [insert number] days.

(3) Upon the receipt of such notice, the Business shall arrange for the replacement of
the damaged Sports Goods with in [insert number] days of the receipt of the
notice, or at the sole option of the Importer, refund the amounts against such
discrepancy/damaged Sports Goods.

5. TECHNICAL INFORMATION

The Business shall make available to the Importer all technical information as well as
information regarding the make of the Sports Goods as may be reasonably required

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Agreement for Export of Sports Goods
Pro-Gole (Right to do Business)
Legal Services, B&SDS

by the Importer so as to enable the Importer to depart this information to its buyers
or prospective buyers.
6. SALES PROMOTION AND ADVERTISEMENT

The Importer shall be solely responsible for the sales promotion, and advertisement
for the sale of the Sports Goods, and shall not, at any time, claim any contribution
from the Business in this respect.
7. OWNERSHIP OF INTELLECTUAL PROPERTY

The Importer acknowledges that the Business is the sole and exclusive owner of the
intellectual property rights, including without limitation trademarks, service marks,
design and design rights, database rights, copyright works, trade or business names
and any other industrial and proprietary rights (whether registered or unregistered)
(hereinafter collectively referred to as the “Intellectual Property”), and agrees that
the Importer shall not claim ownership rights to the Intellectual Property by virtue of
this Agreement.

8. GOVERNING LAW AND RULES OF CONSTRUCTION

(1) The validity, interpretation, and the performance of this Agreement shall be
governed by the laws of [insert place].

(2) If any term or provision of this Agreement is determined to be invalid, it shall not
affect the validity and enforcement of the remaining terms and provisions of the
Agreement.

(3) This Agreement shall be binding upon, and inure to the benefit of, the respective
successors, assigns, representatives, and heirs of the Parties herein.

9. SETTLEMENT OF DISPUTE

Any dispute, controversy or claim arising out of or relating to this Agreement or

the breach, termination or invalidity thereof, shall be settled by arbitration in
accordance with the UNCITRAL Arbitration Rules [or insert any other applicable
rules] , subject to the exclusive jurisdiction of the Courts of [insert place].

10.FORCE MAJEURE

(1) Force Majeure shall mean any event that is beyond the reasonable control of a
Party, or the effects of which adversely affect the performance by such Party of
its obligations under this Agreement, including, but not limited to, acts of God,
sabotage, insurrection, terrorism, riots, hostilities or war (whether declared or
not), acts of the public enemy, civil disturbances, any kind of fire, explosion,
flood or accidental damage, epidemics, landslides, washouts, lightening, storms,
earthquakes, lockouts, blockades, shortage of labor or material, major equipment
failure, or other causes beyond the control of the Party affected.

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Agreement for Export of Sports Goods
Pro-Gole (Right to do Business)
Legal Services, B&SDS

(2) Notwithstanding anything contained hereinabove, neither Party shall be liable to

the other if it is unable to perform any of its obligations under this Agreement
due to the occurrence of Force Majeure.

(3) The Party affected by the Force Majeure event shall be entitled to suspend
performance of its obligations under the Agreement to the extent that such
performance is impeded or made impossible by the events of Force Majeure.

(4) Each Party shall give a notice within [insert number] days of the occurrence of the
event of Force Majeure and shall promptly thereafter consult the other Party for the
purpose of finding a mutually acceptable solution to the Force Majeure event.

11.AMENDMENTS

This Agreement may be modified, extended, enlarged or amended from time to time
by mutual agreement and consent of the Parties.

12.NONWAIVER

The failure of either Party to exercise any right provided in this Agreement shall not
be construed as a waiver its right to subsequently enforce such provision or any
other provision of this Agreement.

13.ENTIRE AGREEMENT
This Agreement represents the complete agreement between the Parties with
regard to the subject matter and supersedes any prior understanding or agreements,
oral or written.

IN WITNESS WHEREOF, the Parties hereto have set their hands and seals the day,
month and year mentioned hereinabove.

_________________________ _________________________
For and on behalf of For and on behalf of
The Business The Importer

WITNESS NO. 1 WITNESS NO. 2

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 Agreement for Export of Sports Goods
Pro-Gole (Right to do Business)
Legal Services, B&SDS

Signature: ___________________ Signature: ___________________

Name: ___________________ Name: ___________________

Designation: ___________________ Designation: ___________________

Date: ________________________ Date: ________________________