International Sales Agreement. Key Documentation for Export Agreement. Essential Export Import Operation.

April 24, 2009 by kutenk · Leave a Comment
Filed under: Export Import 

Here is sample for International Sales Agreement (Export)

AGREEMENT made January 4, 1982, between Panoramic Export Company, Inc., a New York corporation having its principal place of business at 71 West 42d Street, New York, New York (the “Seller”), and Miguel Vellos, of 31 Avenida de Cortez, Lima, Peru (the “Purchaser”).

1.    Sale. The Seller shall cause to be manufactured, and shall sell and deliver to the Purchaser certain machinery and equipment (the “goods”), to be manufactured specially for the Purchaser by Rollo Manufacturing Company (the “Manufacturer”), at the Manufacturer’s plant in Detroit, Michigan, according to the specifications appearing in Exhibit A annexed.

2.    Price. The purchase price shall be $1,857.60 F.O.B. mill, freight prepaid to New Orleans, Louisiana, payable in currency of the United States of America. The term “F.O.B. mill” means delivery free on board cars at the Manufacturer’s works.




3.    Payment. The terms are net cash on presentation of invoice and inland bill of lading to bankers approved by the Seller, with whom credit in favor of
the Seller for the full amount of the purchase price is to be established forthwith. This credit shall be confirmed to the Seller by the bankers, and shall remain in full force until this contract shall have been completely performed. Delay by the Purchaser in establishing this credit shall extend the time for the performance of this contract by the Seller to such extent as may be necessary to enable it to make delivery in the exercise of reasonable diligence after such credit has been established; or, at the Seller’s option, such delay may be treated by the Seller as a wrongful termination of this contract on the part of the Purchaser.

4.    Delivery. The Seller shall notify the Purchaser when the goods are ready for shipment. Thereupon the Purchaser shall furnish shipping instructions to
the Seller, stating the date of shipment, the carrier, and the routing. The Purchaser shall be entitled to select any routing officially authorized and published by the transportation companies, provided that the Seller may change the routing if inability to secure cars promptly, or other reasons, would involve delay in forwarding the goods over the route selected by the Purchaser. The Seller shall not be required to ship the goods until it has received shipping instructions from the Purchaser. If the Purchaser fails to furnish shipping instructions promptly, so as to enable the Seller to perform this contract in accordance with its terms, the Seller may, at its option, and in addition to all other rights it may possess, cancel such portion of this contract as may remain unexecuted, or make shipment in accordance with any routing of its own selection.




5.    Freight charges. Any prepayment by the Seller of freight charges shall be for the account of the Purchaser, and shall be included in the amount of the invoice and repaid by the Purchaser on presentation thereof, and shall not affect the obligations of the Seller with respect to delivery. Insofar as the
purchase price includes freight charges, such price is based upon the lowest official freight rate in effect at the date of this contract. Any difference between such rate and the rate actually paid, when the goods are shipped from the Manufacturer’s plant, shall be for the Purchaser’s account, and shall be reflected in the invoice, whether such difference results from a change in rate or a change in route.

6.    Insurance. In no case does the purchase price, even though inclusive of freight, cover the cost of any insurance; but if the route selected involves
movement of the goods by water, or by rail and water, for which the freight rate does not include insurance, the Seller shall effect marine insurance for the account of the Purchaser, and the Purchaser shall repay to the Seller the cost of such insurance.

7.    Partial delivery. The Seller may ship any portion of the goods as soon as completed at the Manufacturer’s plant, upon compliance with the terms of
paragraph 4; and payment for any portion of the goods as shipped shall become due in accordance with the terms of payment stated in paragraph 3.

8.    Contingencies. The Seller shall not be liable for any delay in manufacture or delivery due to fires, strikes, labor disputes, war, civil commotion, delays in transportation, shortages of labor or material, or other causes beyond the control of the Seller. The existence of such causes of delay shall justify the suspension of manufacture, and shall extend the time of performance on the part of the Seller to the extent necessary to enable it to make delivery in the exercise of reasonable diligence after the causes of delay have been removed. However, that in the event of the existence of any such causes of delay, the Purchaser may cancel the purchase of such portion of the goods as may have been subjected to such delay, provided such portion of the goods has not been manufactured nor is in process of manufacture at the time the Purchaser’s notice of cancellation arrives at the Manufacturer’s plant.

9.    Warranty. The Seller guarantees that the goods will generate or utilize electrical energy to their rated capacities without undue heating, and will
do their work in a successful manner, provided that they are kept in proper condition and operated under normal conditions, and that their operation is
properly supervised. THE WARRANTIES SPECIFIED IN THIS CONTRACT ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10.    Inspection. The Purchaser may inspect the goods at the Manufacturer’s plant, and such inspection and acceptance shall be final. Reasonable facilities shall be afforded to inspectors representing the Purchaser to make the inspection, and to apply, before shipment from the Manufacturer’s plant, tests in accordance with the specifications contained in paragraph 1. If the Purchaser fails to inspect the goods, the failure shall be deemed an acceptance of the goods, and any acceptance shall be deemed a waiver of any right to revoke acceptance at some future date with respect to any defect that a proper inspection would have revealed.

11.    Claims. The Seller shall not be liable for any claims unless they are made promptly after receipt of the goods and due opportunity has been given for investigation by the Seller’s representatives. Goods shall not be returned except with the Seller’s permission.

12.    Country of importation. The Purchaser represents that the goods are purchased for the purpose of exportation to Peru, and the Purchaser covenants that the goods will be shipped to that destination, and shall furnish, if required by the Seller, a landing certificate duly executed by the customs authorities at the port of importation, certifying that the goods have been landed and entered at that port.

13.    Duties. All drawbacks of duties paid on materials entering into the manufacture of the goods shall accrue to the Seller, and the Purchaser shall
furnish the Seller with all documents necessary to obtain payment of such drawbacks, and to cooperate with the Seller in obtaining such payment.

14.    Cancellation by purchaser. The Purchaser may cancel this contract, as to any goods not manufactured or in process of manufacture at the time the Purchaser’s notice of cancellation arrives at the Manufacturer’s plant, in any of the following events:
a.    if the country of importation becomes involved in civil or foreign war, insurrection, or riot, or is invaded by armed forces; or if, as a result of war, treaty, or otherwise, it is added to or becomes a part of the domain of any other sovereignty; or
b.    if a countervailing duty is declared or imposed on the goods by the country of importation; or
c.    if by reason of an embargo the goods cannot be exported from the United States; or
d.    if the Purchaser is unable to obtain an export shipping license for the purpose of exporting the goods to Peru.

15.    Benefit. This agreement shall be binding upon and shall inure to the benefit of the parties, their legal representatives, successors, and assigns,
provided that the Purchaser shall not assign this contract without the prior written consent of the Seller.

16.    Construction. This contract shall be construed under the laws of New York.

In witness whereof the parties have executed this contract.
Corporate Seal    Panoramic Export Company,
Attest:    Inc. by ………………….
President
…………………………     …………………… (L.S.)
Secretary                      Miguel Vellos

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