International Sales Contract Terms And Conditions are essential for businesses engaged in cross-border trade. This document is designed for use under U.S. jurisdiction and provides a structured framework for international sales transactions, incorporating key elements of the CISG and UCC. It's particularly relevant for companies seeking to establish clear, legally compliant terms for their international sales operations, covering crucial aspects from product specifications and pricing to risk allocation and dispute resolution. The terms and conditions help protect both parties' interests while ensuring compliance with applicable trade regulations and customs requirements.
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1. Parties: Identification of buyer and seller, including full legal names, addresses, and registration details
2. Background: Context of the sale and relationship between parties
3. Definitions: Key terms used throughout the contract
4. Scope of Supply: Detailed description of goods being sold
5. Price and Payment Terms: Pricing, payment schedule, currency, and payment methods
6. Delivery Terms: Incoterms, delivery schedule, and shipping arrangements
7. Title and Risk: Transfer of ownership and risk provisions
8. Warranties: Product quality guarantees and warranty terms
9. Governing Law: Applicable law and jurisdiction
1. Force Majeure: Provisions for circumstances beyond parties' control, typically included for long-term contracts or high-risk territories
2. Intellectual Property: IP rights and licenses provisions, used when products involve patents, trademarks, or proprietary technology
3. Compliance: Export control and trade compliance provisions, necessary when dealing with regulated goods or sanctioned countries
4. Insurance: Insurance requirements and obligations, recommended for high-value goods or risky shipments
1. Product Specifications Schedule: Detailed technical specifications of goods
2. Price List Schedule: Detailed pricing information including any volume discounts
3. Delivery Schedule: Detailed delivery timelines and locations
4. Quality Standards Schedule: Specific quality requirements and testing procedures
5. Compliance Certificates Schedule: Required regulatory or quality certifications
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