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Model Contracts for Small Firms: International Commercial Sale of Goods (standard)

ITC MODEL CONTRACT FOR THE

INTERNATIONAL COMMERCIAL
SALE OF GOODS (STANDARD VERSION)

PARTIES:

Seller

Name (name of company)

................................................................................................................................
Legal form (e.g. limited liability company)
................................................................................................................................
Country of incorporation and (if appropriate) trade register number
................................................................................................................................
Address (address of place of business of the Seller, phone, fax,e-mail)
................................................................................................................................
................................................................................................................................
Represented by (surname and first name, address, position, legal title of representation)
................................................................................................................................ ...........
.....................................................................................................................

Buyer

Name (name of company)

................................................................................................................................
Legal form (e.g. limited liability company)
................................................................................................................................
Country of incorporation and (if appropriate) trade register number
................................................................................................................................
Address (address of place of business of the Buyer, phone, fax, e-mail)
................................................................................................................................
................................................................................................................................
Represented by (surname and first name, address, position, legal title of representation)
................................................................................................................................ ...........
.....................................................................................................................

Hereinafter: “the Parties”

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1. Goods
1.1 Subject to the terms agreed in this contract, the Seller shall deliver the following
good(s) (hereinafter: “the Goods”) to the Buyer.
1.2 Description of the Goods (details necessary to define/specify the Goods which are
the object of the sale, including required quality, description, certificates, country of
origin, other details).
1.3 Quantity of the Goods (including unit of measurement).
1.3.1 Total quantity .................................................................................
1.3.2 Per delivery instalment (in the case of a contract for delivery of the Goods
by instalments) ...........................................................
1.3.3 Tolerance percentage: Plus or minus . . . . . . . . . . . . % (if appropriate).
1.4 Inspection of the Goods (where an inspection is required, specify, as appropriate,
details of organization responsible for inspecting quality and/or quantity, place and date
and/or period of inspection, responsibility for inspection costs).
1.5 Packaging .....................................................................................................
1.6 Other specification . . . . . . . . . (e.g. the intended use of the Goods could be
specified).

2. Delivery
2.1 Applicable International Chamber of Commerce (hereinafter: ICC) Incoterms (by
reference to most recent version of the Incoterms at date of conclusion of the
contract) ........................................................................................ 2.2 Place of
delivery ......................................................................................... 2.3 Date or period of
delivery .........................................................................
[Comment: Where there is a delivery by instalments the Parties should indicate
every date of delivery for each instalment.]
2.4 Carrier (where applicable) (name and address of carrier, contact person)
..................................................................................................................... 2.5 Other
delivery terms (if any) ......................................................................

3. Price
3.1 Total price .................................................................................................. 3.2 Price
per unit of measurement (if appropriate) ........................................ 3.3 Amount in
numbers ................................................................................... 3.4 Amount in
letters ....................................................................................... 3.5
Currency ..................................................................................................... 3.6 Method
for determining the price (if appropriate) ..................................

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4. Payment conditions
4.1 Means of payment (e.g. cash, cheque, bank draft, transfer) ...................... 4.2
Details of Seller’s bank account [if appropriate] .......................................... 4.3 Time
for payment [specify the time] ..............................................................
The Parties may choose a payment arrangement among the possibilities set out
below, in which case they should specify the arrangement chosen and provide the
corresponding details:

 Payment in advance
Amount to be paid (total price or part of the price and/or percentage of the
total price) ..................................................................................
Latest date for payment to be received by the Seller’s bank ............... Special
conditions applying to this payment [if any] ..........................  Payment by
documentary collection
Amount to be paid [total price or price per delivery instalment] ...............
Latest date for payment ........................................................................
Means of payment: (i.e. documents against payment − D/P, documents
against acceptance – D/A) hereafter: .................................
The documents to be presented are specified at Article 5 of this contract.
Payment by documentary collection shall be the subject to the Uniform
Rules for Collections published by the International Chamber of Commerce
(ICC).

 Payment by irrevocable documentary credit

The Buyer must arrange for an irrevocable documentary credit in favour of
the Seller to be issued by a reputable bank, subject to the Uniform Customs
and Practice for Documentary Credits published by the International
Chamber of Commerce (ICC). The issue must be notified at least 14 days
before the agreed date for delivery, or before the beginning of the agreed
delivery period specified at Article 2 of this contract, as appropriate, unless
the Parties agree otherwise as specified hereafter:
[Date on which the documentary credit must be notified to the Seller,
other] .
................................................................................................................
The credit shall expire 14 days after the end of the period or date of delivery
specified in Article 2 of this contract, unless otherwise agreed
hereafter: ....................................................................................
The documentary credit does not have to be confirmed, unless the
Parties agree otherwise, as specified hereafter: ....................................
All costs incurred in relation to confirmation shall be borne by the Seller,
unless the Parties agree otherwise, as specified hereafter: .......
The documentary credit shall be payable at sight and allow partial shipments
and trans-shipments, unless the Parties agree otherwise, as specified
hereafter: ............................................................................

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 Payment backed by bank guarantee

The Buyer shall provide, at least 30 days before the agreed date of delivery
or the beginning of the agreed delivery period specified at Article 2 of this
contract, unless the Parties specify hereafter some other date: . . . . . . . . . ,
either a first demand bank guarantee subject to the Uniform Rules for
Demand Guarantees published by the ICC, or a standby letter of credit
subject either to such rules or to the Uniform Customs and Practice for
Documentary Credits published by the ICC, in either case issued by a
reputable bank.

 Other payment arrangements

..............................................................................................................

5. Documents
5.1 The Seller shall make available to the Buyer (or shall present to the bank specified
by the Buyer) the following documents (tick corresponding boxes and indicate, as
appropriate, the number of copies to be provided):

 Commercial invoice .............................................................................

 The following transport documents (specify any detailed requirements).

 Packing list .......................................................................................... 

Insurance documents .......................................................................... 

Certificate of origin ............................................................................. 

Certificate of inspection ...................................................................... 

Customs documents ............................................................................ 

Other documents .................................................................................

5.2 In addition, the Seller shall make available to the Buyer the documents indicated in
the ICC Incoterms the Parties have selected under Article 2 of this contract.

6. Non-performance of the Buyer’s obligation

to pay the price at the agreed time
6.1 If the Buyer fails to pay the price at the agreed time, the Seller shall fix to the Buyer
an additional period of time of (specify the length, e.g. 7 days, 14 days, 30 days, etc. or
opt for a “period of time of reasonable length”) for performance of payment. If the
Buyer fails to pay the price at the expiration of the additional period, the Seller may
declare this contract avoided in accordance with Article 11 of this contract.
6.2 If the Buyer fails to pay the price at the agreed time, the Seller shall in any event be
entitled, without limiting any other rights it may have, to charge interest on the
outstanding amount (both before and after any judgment) at the rate of [specify] % per
annum. [alternatively: Specify other rate of interest agreed by the Parties.]
[Comment: The Parties should take into consideration that in some legal systems
payment of interest is unlawful, or is subject to a legal maximum rate, or there is
provision for statutory interest on late payments.]

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7. Non-performance of the Seller’s obligation to

deliver the Goods at the agreed time
7.1 If the Seller fails to deliver the Goods at the agreed time, the Buyer shall fix to the
Seller an additional period of time (specify the length, e.g. 7 days, 14 days, 30 days, etc.
or opt for a “period of time of reasonable length”) for performance of delivery. If the
Seller fails to deliver the Goods at the expiration of the additional period, the Buyer may
declare this contract avoided in accordance with Article 11 of this contract.
[Option: The Parties may provide liquidated damages for late delivery. If they decide
so, they could use the following model clause on liquidated damages unless otherwise
agreed.
“7.2 If the Seller is in delay in delivery of any goods as provided in this contract, the
Buyer is entitled to claim liquidated damages equal to 0.5% (parties may agree some
other percentage: . . . . . . . %) of the price of those goods for each complete day of delay
as from the agreed date of delivery or the last day of the agreed delivery period, as
specified in Article 2 of this contract, provided the Buyer notifies the Seller of the delay.
Where the Buyer so notifies the Seller within . . . . . . . days from the agreed date of
delivery or the last day of the agreed delivery period, damages will run from the agreed
date of delivery or from the last day of the agreed delivery period. Where the Buyer so
notifies the Seller more than . . . . . . . days after the agreed date of delivery or the last
day of the agreed delivery period, damages will run from the date of notice. Liquidated
damages for delay shall not exceed . . . . . . . % of the price of the delayed goods.
Liquidated damages for delay do not preclude avoidance of contract in accordance with
Article 11.”]

8. Lack of conformity
8.1 There is a lack of conformity where the Seller has delivered:
8.1.1. Part only or a larger or a smaller quantity of the Goods than specified in
Article 1 of this contract;
8.1.2 The Goods which are not those to which this contract relates or goods of a
different kind;
8.1.3 The Goods which lack the qualities and/or characteristics specified in
Article 1 of this contract and/or which lack the qualities of a sample or
model which the Seller has held out to the Buyer;
8.1.4 The Goods which do not possess the qualities and/or
characteristics necessary for their ordinary or commercial use;
8.1.5 The Goods which do not possess the qualities and/or characteristics for any
particular purpose expressly or impliedly made known to the Seller at
the time of the conclusion of this contract;
8.1.6 The Goods which are not contained or packaged in the manner specified in
Article 1 of this contract. [Comment: In the absence of such a contract
clause, it shall be the manner usual for such goods or, where there is no
such manner, in a manner adequate to preserve and protect the Goods.]

8.2 The Seller shall be liable under paragraph 8.1 of this Article for any lack of
conformity that exists at the time when the risk passes to the Buyer, even though the
lack of conformity becomes apparent only after that time.

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[Comment: The Parties may limit the Seller’s liability for lack of conformity of the
Goods. However, such a contract clause shall be null and void if a lack of conformity
was known to the Seller and he failed to notify the Buyer thereof. If the Parties decide to
limit the Seller’s liability for lack of conformity, they could use the following clause:
The Seller’s liability under paragraph 8.1 of this Article for lack of conformity of the
Goods is limited to [specify the limitation(s)].]
8.3 The Seller shall not be liable under paragraph 8.1 of this Article for any lack of
conformity if, at time of the conclusion of this contract, the Buyer knew or could not
have been unaware of such lack of conformity.
8.4 The Buyer shall examine the Goods, or cause them to be examined, within as short
period as is practicable in the circumstances. The Buyer shall notify the Seller of any
lack of conformity of the Goods, specifying the nature of the lack of conformity, within .
. . . . . . . . . days after the Buyer has discovered or ought to have discovered the lack of
conformity. In any event, the Buyer loses the right to rely on a lack of conformity if he
fails to notify the Seller thereof at the latest within a period of two years (other period of
time) from the date on which the Goods were actually handed over to the Buyer.
Comment: The Parties may specify that the notice of non-conformity shall be in writing.
The Parties may also specify that, where the notice of non-conformity has been sent by
letter or other appropriate means, the fact that such notice is delayed or fails to arrive
at its destination shall not deprive the Buyer of the right to rely thereon.]
8.5 Where the Buyer has given due notice of non-conformity to the Seller, the Buyer
may at his option:
8.5.1 Require the Seller to deliver any missing quantity of the Goods, without
any additional expense to the Buyer;
8.5.2 Require the Seller to replace the Goods with conforming goods, without
any additional expense to the Buyer;
8.5.3 Require the Seller to repair the Goods, without any additional expense to
the Buyer;
8.5.4 Reduce the price in the same proportion as the value that the Goods
actually delivered had at the time of the delivery bears to the value that
conforming goods would have had at that time. The Buyer may not
reduce the price if the Seller replaces the Goods with conforming goods
or repairs the Goods in accordance with paragraph 8.5.3 and 8.5.3 of
this Article or if the Buyer refuses to accept such performance by the
Seller;
8.5.5 Declare this contract avoided in accordance with Article 11 of this contract.
The Buyer may also claim damages as provided for in Article 14 of this contract.

[9. Expertise procedure [Optional]

9.1 In the event that the Buyer is not satisfied with the quality of the Goods delivered or
to be delivered, it must inform the Seller of such dissatisfaction as soon as possible and
in any event within . . . . . . . days of delivery of the Goods.
9.2 The Buyer shall immediately apply to the following institution . . . . . . . for an expert
to be appointed. If no institution has been specified by the Parties, then the Buyer shall
immediately proceed to appoint an expert. Any expert appointed shall be independent of
the Parties.

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9.3 The expert shall consider and report to the Parties on the alleged non-conformity of
the Goods.
9.4 For this purpose, the expert shall be entitled to inspect the entire goods, or samples
taken under his supervision, and may carry out any test which he considers to be
appropriate.
9.5 The expert shall submit his report to both parties by (specify the means, e.g.
registered post). The report shall be final and binding upon the Parties unless,
within . . . . . . . days after it has been received, it is challenged by one of the Parties by
the commencement of proceedings in accordance with the dispute resolution procedure
provided under this contract.
9.6 The expert’s fees and expenses shall be borne by the Buyer pending completion of
the expertise procedure, but shall be reimbursed to the Buyer by the Seller if the non-
conformity of the Goods is established.]

10. Transfer of property

10.1 The Seller must deliver to the Buyer the Goods specified in Article 1 of this
contract free from any right or claim of a third person.
[Option: The Parties may provide for the retention of title clause if such a clause is
valid under the law applicable to the contract. According to that clause, the Goods shall
remain the property of the Seller until the full payment of the price. If the Parties decide
so, they can use the following clause:
“10.1 Retention of title. The property in the Goods specified in Article 1 of this contract
shall not pass to the Buyer until the Seller has received payment in full of the price of
the Goods. Until property in the Goods passes to the Buyer, the Buyer shall keep the
Goods separate from those of the Buyer and third parties and properly stored, protected
and insured and identified as the Seller’s property.”]
10.2 If the Goods specified in Article 1 of this contract are subject to a right or claim of
a third person, the Buyer shall notify the Seller of such right or claim and request that
the other goods free from all rights and claims of third persons be delivered to it by the
Seller without any additional expense to the Buyer. [alternatively, the Buyer may
request the Seller to free the Goods from all rights and claims of third persons within
(specify the period of time e.g. reasonable time, immediately, 30 days, etc.) without any
additional expense to the Buyer.]
10.3 If the Seller complies with a request made under paragraph 10.2 of this Article,
and the Buyer nevertheless suffers a loss, the Buyer may claim damages in accordance
with Article 14 of this contract.

10.4 If the Seller fails to comply with a request made under paragraph 10.2 of this
Article, the Buyer may declare this contract avoided in accordance with Article 11 of
this contract and claim damages in accordance with Article 14.3 of this contract. If the
Buyer does not declare this contract avoided he shall have the right to claim damages in
accordance with Article 14.3 of this contract.
10.5 The Buyer shall lose his right to declare this contract avoided if he fails to notify
the Seller as provided in paragraph 10.2 of this Article within . . . . . . . . . . days
[Alternative: Reasonable time, immediately, etc. from the moment when he became
aware or ought to have become aware of the right or claim of the third person in respect
of the Goods.]

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10.6 The Seller shall not be liable under this Article if the existence of right or claim of
a third person on the Goods was notified to the Buyer at the time of the conclusion of
this contract and the Buyer agreed to take the Goods subject to such right or claim.
[10.7 Optional: “No action for legal defects can be taken by the Buyer after one year
(specify other period of time) from the date when the Buyer became aware of the
existence of right or claim of a third person on the Goods.”]

11. Avoidance1 of contract

11.1 There is a breach of contract where a party fails to perform any of its obligations
under this contract, including defective, partial or late performance.
11.2 There is a fundamental breach of contract where:
11.2.1 Strict compliance with the obligation which has not been performed is of
the essence under this contract; or
11.2.2 The non-performance substantially deprives the aggrieved party of what it
was reasonably entitled to expect under this contract.
[Option: The Parties additionally agree that the following is to be considered as a
fundamental breach of contract:
[Specify the cases that constitute a fundamental breach of contract e.g. late payment,
late delivery, non-conformity, etc.”].]
11.3 In a case of a breach of contract according to paragraph 11.1 of this Article, the
aggrieved party shall, by notice to the other party, fix an additional period of time of
reasonable length [alternatively, the Parties may specify the length, e.g. 15 days, 30
days] for performance. During the additional period of time the aggrieved party may
withhold performance of its own reciprocal obligations and may claim damages but may
not declare this contract avoided. If the other party fails to perform its obligation within
the additional period of time, the aggrieved party may declare this contract avoided.
11.4 In case of a fundamental breach of contract according to paragraph 11.2 of this
Article, the aggrieved party may declare this contract avoided without fixing an
additional period of time for performance to the other party.
11.5 A declaration of avoidance of this contract is effective only if made by notice to the
other party.

12. Effects of avoidance in general

12.1 Avoidance of this contract releases both parties from their obligation to effect and to
receive future performance, subject to any damages that may be due.
12.2 Avoidance of this contract does not preclude a claim for damages for non-
performance.
12.3 Avoidance of this contract does not affect any provision in this contract for the
settlement of disputes or any other term of this contract that is to operate even after
avoidance.

1 Note: For the purposes of this Model Contract, the term “Avoidance” is taken from the CISG and means
termination of contract.

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13. Restitution
13.1 On avoidance of this contract either party may claim restitution of whatever it has
supplied, provided that such party concurrently makes restitution of whatever it has
received.
13.2 If both parties are required to make restitution, they shall do so concurrently.
13.3 Where the Seller is under an obligation to refund the price, he shall also be liable
for the interest thereon at the rate fixed by Article 6.2 of this contract, as of the date of
payment.
13.4 The Buyer shall be liable to account to the Seller for all the benefits which he has
derived from the Goods or part of them, as the case may be:
13.4.1 Where he is under an obligation to return the Goods or part of them; or
13.4.2 Where it is impossible for him to return the Goods or part of them, but the
contract is nevertheless avoided.

14. Damages
14.1 Any non-performance gives the aggrieved party a right to damages either
exclusively or in conjunction with any other remedies except where the non-
performance is excused under force majeure as provided for in Article 17 of this
contract.
14.2 Where this contract is not avoided, damages for a breach of this contract by one
party shall consist of a sum equal to the loss, including loss of profit, suffered by the
other party. Such damages shall not exceed the loss which the Party in breach ought to
have foreseen at the time of the conclusion of this contract, in the light of the facts and
matters which then were known or ought to have been known to it, as a possible
consequence of the breach of this contract.
14.3 [To be adapted to a particular contract] In case of avoidance of this contract,
where there is a current price for the Goods, damages shall be equal to the difference
between the price fixed by the contract and the current price on the date on which the
contract is avoided. In calculating the amount of damages, the current price to be taken
into account shall be that prevailing at the place where delivery of the Goods should
have been made. If there is no such current price or if its application is inappropriate, it
shall be the price in a market which serves as a reasonable substitute, making due
allowance for differences in the cost of transporting the Goods. If there is no current
price for the Goods, damages shall be calculated on the same basis as that provided in
paragraph 14.2 of this Article.
14.4 If this contract is avoided and if, in a reasonable manner and within a reasonable
time after avoidance [the Parties may specify the concrete terms], the Buyer has bought
goods in replacement or the Seller has resold goods, the Party claiming damages shall
recover the difference between the contract price and the price paid for the Goods
bought in replacement or that obtained by the resale.
14.5 The damages referred to in paragraphs 14.5 and 14.6 of this Article may be
increased by the amount of any reasonable expenses incurred as a result of the breach or
up to the amount of any loss, including loss of profit, which should have been foreseen
by the Party in breach, at the time of the conclusion of this contract, in the light of the
facts and matters which were known or ought to have been known to it, as a possible
consequence of the breach of this contract.

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14.6 Damages are to be paid in a lump sum [the Parties may specify the other solution.
Comment: Damages may be payable in instalments where the nature of the harm makes
this appropriate. Damages to be paid in instalments may be indexed].
14.7. Damages are to be assessed in the currency in which the monetary obligation was
expressed [the Parties may specify the other solution, e.g. in the currency in which the
harm was suffered].

15. Mitigation of harm

A party who relies on a breach of this contract must take such measures as are
reasonable in the circumstances to mitigate the loss, including loss of profit, resulting
from the breach. If it fails to take such measures, the Party in breach may claim a
reduction in the damages in the amount by which the loss should have been mitigated.

16. Change of circumstances (hardship)

[Comment: The Parties should be free to consult each other in the event of a major
change in circumstances − particularly one creating hardship for a particular party.
However, an SME should only include the option at the end of Article 16.3 (right to refer
to the courts/arbitral tribunal to make a revision or to terminate the contract) if (i) the
SME considers that it is not likely to be used against that party’s interests by a party in a
stronger tactical position or (ii) the right to refer to a court/tribunal is already an
existing right under the applicable governing law in the event of hardship.]
16.1 Where the performance of this contract becomes more onerous for one of the
Parties, that party is nevertheless bound to perform its obligations subject to the
following provisions on change of circumstances (hardship).
16.2 If, however, after the time of conclusion of this contract, events occur which have
not been contemplated by the Parties and which fundamentally alter the equilibrium of
the present contract, thereby placing an excessive burden on one of the Parties in the
performance of its contractual obligations (hardship), that party shall be entitled to
request revision of this contract provided that:
16.2.1 The events could not reasonably have been taken into account by the
affected party at the time of conclusion of this contract;
16.2.2 The events are beyond the control of the affected party;
16.2.3 The risk of the events is not one which, according to this contract, the
Party affected should be required to bear;
16.2.4 Each party shall in good faith consider any proposed revision seriously
put forward by the other party in the interests of the relationship
between the Parties.
[Option [add if wished: Otherwise delete if not applicable or not enforceable under the
law governing the contract.
“16.3 If the Parties fail to reach agreement on the requested revision within [specify
time limit if appropriate], a party may resort to the dispute resolution procedure
provided in Article 22. The [court/arbitral tribunal] shall have the power to make any
revision to this contract that it finds just and equitable in the circumstances, or to
terminate this contract at a date and on terms to be fixed.”.]

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17. Force majeure – excuse for non-

performance
17.1 “Force majeure” means war, emergency, accident, fire, earthquake, flood, storm,
industrial strike or other impediment which the affected party proves was beyond its
control and that it could not reasonably be expected to have taken the impediment into
account at the time of the conclusion of this contract or to have avoided or overcome it
or its consequences.
17.2 A party affected by force majeure shall not be deemed to be in breach of this
contract, or otherwise be liable to the other, by reason of any delay in performance, or
the non-performance, of any of its obligations under this contract to the extent that the
delay or non-performance is due to any force majeure of which it has notified the other
party in accordance with Article 17.3. The time for performance of that obligation shall
be extended accordingly, subject to Article 17.4.
17.3 If any force majeure occurs in relation to either party which affects or is likely to
affect the performance of any of its obligations under this contract, it shall notify the
other party within a reasonable time as to the nature and extent of the circumstances in
question and their effect on its ability to perform.
17.4 If the performance by either party of any of its obligations under this contract is
prevented or delayed by force majeure for a continuous period in excess of three
[specify any other figure] months, the other party shall be entitled to terminate this
contract by giving written notice to the Party affected by the force majeure.
[Alternative: If preferred, replace 17.4 with the following alternative:
“17.4 If the performance by either party of any of its obligations under this contract is
prevented or delayed by force majeure for a continuous period in excess of three
[specify any other figure] months, the Parties shall negotiate in good faith, and use
their best endeavours to agree upon such amendments to this contract or alternative
arrangements as may be fair and reasonable with a view to alleviating its effects, but if
they do not agree upon such amendments or arrangements within a further period of 30
[specify any other figure] days, the other party shall be entitled to terminate this
contract by giving written notice to the Party affected by the force majeure”.]

18. Entire agreement

18.1 This contract sets out the entire agreement between the Parties. Neither party has
entered into this contract in reliance upon any representation, warranty or undertaking of
the other party that is not expressly set out or referred to in this contract. This Article
shall not exclude any liability for fraudulent misrepresentation. [Add where relevant:
“This contract supersedes any previous agreement or understanding relating its subject
matter”].
18.2 This contract may not be varied except by an agreement of the Parties in writing,
(which may include e-mail). [Add where Article 16.3 or equivalent is included: “Or in
accordance with Article 16.3”].

19. Notices
19.1 Any notice under this contract shall be in writing (which may include e-mail) and
may be served by leaving it or sending it to the address of the other party as specified in
Article 19.2 below, in a manner that ensures receipt of the notice can be proved.
19.2 For the purposes of Article 19.1, notification details are the following, unless other
details have been duly notified in accordance with this Article:

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– ............................................................................................................................
– ............................................................................................................................

20. Effect of invalid or unenforceable provisions

If any provision of this contract is held by any court or other competent authority to be
invalid or unenforceable in whole or in part, this contract shall continue to be valid as to
its other provisions and the remainder of the affected provision, unless it can be
concluded from the circumstances that, in the absence of the provision found to be null
and void, the Parties would not have concluded this contract. The Parties shall use all
reasonable efforts to replace all provisions found to be null and void by provisions that
are valid under the applicable law and come closest to their original intention.

21. Authorizations [add where relevant]

21.1 This contract is conditional upon the following authorizations first being obtained
[specify the authorization(s) or other conditions required e.g. of governmental or
regulatory authority].
21.2 The relevant party shall use all reasonable efforts on its part to obtain such
authorizations and shall notify the other party promptly of any difficulty encountered.

22. Dispute resolution

Any dispute, controversy or claim arising out of or relating to this contract, including its
conclusion, interpretation, performance, breach, termination or invalidity, shall be
finally settled under the rules of [specify the arbitration institution] by [specify the
number of arbitrators, e.g. sole arbitrator or, if appropriate, three arbitrators]
appointed in accordance with the said rules. The place of arbitration shall be [specify].
The language of the arbitration shall be [specify].
[The following are alternatives to a specified arbitral institution under Article 22.
Alternative 1: Ad hoc arbitration
“Any dispute, controversy or claim arising out of or relating to this contract, including
its conclusion, interpretation, performance, breach, termination or invalidity, shall be
finally settled under the rules of UNCITRAL [specify other rules] by [specify the
number of arbitrators, e.g. sole arbitrator or, if appropriate, three arbitrators]
appointed by [specify name of appointing institution or person]. The place of
arbitration shall be [specify]. The language of the arbitration shall be [specify].”]
[Alternative 2: State courts
“Any dispute, controversy or claim arising out of or relating to this contract, in
particular its conclusion, interpretation, performance, breach, termination or invalidity,
shall be finally settled by the courts of (specify place and country) which will have
exclusive jurisdiction”.]

23. Applicable law and guiding principles

23.1 Questions relating to this contract that are not settled by the provisions contained in
the contract itself shall be governed by the United Nations Convention on Contracts for
the International Sale of Goods (Vienna Sales Convention of 1980, hereafter referred to
as CISG).

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Model Contracts for Small Firms: International Commercial Sale of Goods (standard)

Questions not covered by the CISG shall be governed by the UNIDROIT Principles of
International Commercial Contracts (hereafter referred to as UNIDROIT Principles),
and to the extent that such questions are not covered by the UNIDROIT Principles, by
reference to [specify the relevant national law by choosing one of the following options:
The applicable national law of the country where the Seller has his place of
business, or
The applicable national law of the country where the Buyer has his place of
business, or
The applicable national law of a third country (specify the country)].
23.2 This contract shall be performed in a spirit of good faith and fair dealing.

DATE AND SIGNATURE OF THE PARTIES

Seller Buyer
Date ............................................................... ...................................................

Name ............................................................. ...................................................

Signature Signature

14 © International Trade Centre, August 2010