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Sales Contract Builder

Generate a CISG-compliant international sales contract in 9 steps. Auto-saved to your browser. Always have your final contract reviewed by counsel before signing.

Parties

Seller and Buyer details

Contract number

Contract date

Seller

Legal name

Address

Country

Representative

Buyer

Legal name

Address

Country

Representative

Seller name required

Seller country required

Buyer name required

Buyer country required

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Updates as you type. Saved drafts sync across your devices when signed in.

INTERNATIONAL SALES CONTRACT
Contract No: SC-1970-001
Date: 1 January 1970

BETWEEN:

THE SELLER:



Represented by: 
(hereinafter "Seller")

AND:

THE BUYER:



Represented by: 
(hereinafter "Buyer")

The Parties have agreed as follows:

ARTICLE 1 — SUBJECT OF THE CONTRACT
1.1  The Seller shall sell and the Buyer shall purchase the goods described below ("Goods"):
     Product: 
     Description: 
     HS Code: 
     Quantity:  MT (in a single shipment)
     Quality: 

ARTICLE 2 — PRICE AND TOTAL VALUE
2.1  Unit price: USD  per MT FOB  (Incoterms 2020).
2.2  Total contract value: USD .
2.3  Price tolerance: ±5% in quantity and amount allowed pursuant to UCP 600 Art. 30 where payment is by Letter of Credit.

ARTICLE 3 — PACKING AND SHIPMENT
3.1  Packing: . Seller is responsible for export packing suitable for ocean transport.
3.2  Latest shipment date: .
3.3  Port of loading: .
3.4  Port of discharge: .
3.5  Partial shipments: NOT ALLOWED.
3.6  Transshipment: ALLOWED.

ARTICLE 4 — PAYMENT
4.1  Payment term: Irrevocable LC at sight.
4.2  100% by irrevocable Letter of Credit at sight, opened by Buyer within 14 days of signing this Contract.
4.3  All bank charges in the Buyer's country shall be borne by the Buyer; all bank charges in the Seller's country shall be borne by the Seller.

ARTICLE 5 — INSPECTION
5.1  SGS at port of loading, costs borne 50/50.
5.2  The inspection certificate issued at the port of loading shall constitute conclusive evidence of quality and quantity for payment purposes, without prejudice to the Buyer's rights under Articles 35-44 CISG.

ARTICLE 6 — TRANSFER OF RISK AND TITLE
6.1  Risk passes in accordance with Incoterms 2020 (FOB ).
6.2  Title to the Goods passes to the Buyer upon full payment of the price.

ARTICLE 7 — DOCUMENTS
7.1  The Seller shall provide:
     a) Signed commercial invoice in three (3) originals
     b) Full set (3/3) original clean on-board ocean Bill of Lading
     c) Packing list
     d) Certificate of Origin (AfCFTA / EUR.1 / GSP Form A as applicable)
     e) Phytosanitary or Health certificate as applicable
     f) Inspection certificate per Article 5
     g) Insurance policy where Incoterm requires Seller to insure

ARTICLE 8 — WARRANTIES AND REMEDIES
8.1  The Seller warrants that the Goods conform to the specifications in Article 1 and are free from defects in material and workmanship at the time risk passes to the Buyer.
8.2  The Buyer shall examine the Goods within a reasonable time and give notice of any non-conformity within thirty (30) days of discharge, failing which the Buyer loses the right to rely on the lack of conformity (CISG Art. 39).
8.3  Remedies for breach are governed by CISG Articles 45-52 (Buyer's remedies) and 61-65 (Seller's remedies).

ARTICLE 9 — FORCE MAJEURE
9.1  Neither Party shall be liable for failure to perform due to events beyond reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, government action, port closures, pandemics, or natural disasters.
9.2  The affected Party shall notify the other within seven (7) days and provide documentary evidence (Chamber of Commerce force-majeure certificate where applicable).
9.3  If the force majeure event continues for more than ninety (90) days, either Party may terminate the Contract without liability except for goods already shipped.

ARTICLE 10 — CONFIDENTIALITY
10.1 Each Party shall keep confidential all non-public information disclosed by the other Party in connection with this Contract for a period of three (3) years after performance.
10.2 Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

ARTICLE 11 — GOVERNING LAW
11.1 This Contract is governed by: Laws of the Seller's country, supplemented by CISG where applicable.
11.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna 1980) SHALL APPLY.

ARTICLE 12 — DISPUTE RESOLUTION
12.1 Any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity or termination, shall be finally resolved by arbitration under the rules of ICC International Court of Arbitration.
12.2 The seat of arbitration shall be Paris, France.
12.3 The language of arbitration shall be English.
12.4 The number of arbitrators shall be three (3) for disputes above USD 500,000 and one (1) for disputes below that threshold.

ARTICLE 13 — ENTIRE AGREEMENT
13.1 This Contract constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations and agreements relating to its subject matter.
13.2 Any amendment must be in writing and signed by both Parties.

ARTICLE 14 — NOTICES
14.1 All notices shall be in writing and sent by email with acknowledgement of receipt, or by international courier, to the addresses above.

SIGNED IN TWO ORIGINAL COUNTERPARTS, ONE FOR EACH PARTY.

For the SELLER:                                For the BUYER:

___________________________                    ___________________________
                                  
                                 
Date:                                          Date:

This builder produces a working draft incorporating CISG and Incoterms 2020 best practice. Have your final contract reviewed by qualified legal counsel before signing.

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Contract Builder

Sales Contract Builder

Generate a CISG-compliant international sales contract in 9 steps. Auto-saved to your browser. Always have your final contract reviewed by counsel before signing.

Parties

Seller and Buyer details

Contract number

Contract date

Seller

Legal name

Address

Country

Representative

Buyer

Legal name

Address

Country

Representative

Seller name required

Seller country required

Buyer name required

Buyer country required

Live preview

Updates as you type. Saved drafts sync across your devices when signed in.

INTERNATIONAL SALES CONTRACT
Contract No: SC-1970-001
Date: 1 January 1970

BETWEEN:

THE SELLER:



Represented by: 
(hereinafter "Seller")

AND:

THE BUYER:



Represented by: 
(hereinafter "Buyer")

The Parties have agreed as follows:

ARTICLE 1 — SUBJECT OF THE CONTRACT
1.1  The Seller shall sell and the Buyer shall purchase the goods described below ("Goods"):
     Product: 
     Description: 
     HS Code: 
     Quantity:  MT (in a single shipment)
     Quality: 

ARTICLE 2 — PRICE AND TOTAL VALUE
2.1  Unit price: USD  per MT FOB  (Incoterms 2020).
2.2  Total contract value: USD .
2.3  Price tolerance: ±5% in quantity and amount allowed pursuant to UCP 600 Art. 30 where payment is by Letter of Credit.

ARTICLE 3 — PACKING AND SHIPMENT
3.1  Packing: . Seller is responsible for export packing suitable for ocean transport.
3.2  Latest shipment date: .
3.3  Port of loading: .
3.4  Port of discharge: .
3.5  Partial shipments: NOT ALLOWED.
3.6  Transshipment: ALLOWED.

ARTICLE 4 — PAYMENT
4.1  Payment term: Irrevocable LC at sight.
4.2  100% by irrevocable Letter of Credit at sight, opened by Buyer within 14 days of signing this Contract.
4.3  All bank charges in the Buyer's country shall be borne by the Buyer; all bank charges in the Seller's country shall be borne by the Seller.

ARTICLE 5 — INSPECTION
5.1  SGS at port of loading, costs borne 50/50.
5.2  The inspection certificate issued at the port of loading shall constitute conclusive evidence of quality and quantity for payment purposes, without prejudice to the Buyer's rights under Articles 35-44 CISG.

ARTICLE 6 — TRANSFER OF RISK AND TITLE
6.1  Risk passes in accordance with Incoterms 2020 (FOB ).
6.2  Title to the Goods passes to the Buyer upon full payment of the price.

ARTICLE 7 — DOCUMENTS
7.1  The Seller shall provide:
     a) Signed commercial invoice in three (3) originals
     b) Full set (3/3) original clean on-board ocean Bill of Lading
     c) Packing list
     d) Certificate of Origin (AfCFTA / EUR.1 / GSP Form A as applicable)
     e) Phytosanitary or Health certificate as applicable
     f) Inspection certificate per Article 5
     g) Insurance policy where Incoterm requires Seller to insure

ARTICLE 8 — WARRANTIES AND REMEDIES
8.1  The Seller warrants that the Goods conform to the specifications in Article 1 and are free from defects in material and workmanship at the time risk passes to the Buyer.
8.2  The Buyer shall examine the Goods within a reasonable time and give notice of any non-conformity within thirty (30) days of discharge, failing which the Buyer loses the right to rely on the lack of conformity (CISG Art. 39).
8.3  Remedies for breach are governed by CISG Articles 45-52 (Buyer's remedies) and 61-65 (Seller's remedies).

ARTICLE 9 — FORCE MAJEURE
9.1  Neither Party shall be liable for failure to perform due to events beyond reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, government action, port closures, pandemics, or natural disasters.
9.2  The affected Party shall notify the other within seven (7) days and provide documentary evidence (Chamber of Commerce force-majeure certificate where applicable).
9.3  If the force majeure event continues for more than ninety (90) days, either Party may terminate the Contract without liability except for goods already shipped.

ARTICLE 10 — CONFIDENTIALITY
10.1 Each Party shall keep confidential all non-public information disclosed by the other Party in connection with this Contract for a period of three (3) years after performance.
10.2 Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

ARTICLE 11 — GOVERNING LAW
11.1 This Contract is governed by: Laws of the Seller's country, supplemented by CISG where applicable.
11.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna 1980) SHALL APPLY.

ARTICLE 12 — DISPUTE RESOLUTION
12.1 Any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity or termination, shall be finally resolved by arbitration under the rules of ICC International Court of Arbitration.
12.2 The seat of arbitration shall be Paris, France.
12.3 The language of arbitration shall be English.
12.4 The number of arbitrators shall be three (3) for disputes above USD 500,000 and one (1) for disputes below that threshold.

ARTICLE 13 — ENTIRE AGREEMENT
13.1 This Contract constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations and agreements relating to its subject matter.
13.2 Any amendment must be in writing and signed by both Parties.

ARTICLE 14 — NOTICES
14.1 All notices shall be in writing and sent by email with acknowledgement of receipt, or by international courier, to the addresses above.

SIGNED IN TWO ORIGINAL COUNTERPARTS, ONE FOR EACH PARTY.

For the SELLER:                                For the BUYER:

___________________________                    ___________________________
                                  
                                 
Date:                                          Date:

This builder produces a working draft incorporating CISG and Incoterms 2020 best practice. Have your final contract reviewed by qualified legal counsel before signing.

Sales Contract Builder

Parties

Seller

Buyer

Live preview

1.Getting Started

2.Trade Guides

3.Documentation

4.Export Tools

5.Regional & Country

6.Trade Framework

7.Learning & Games

8.Resources & Support

1.Getting Started

2.Trade Guides

3.Documentation

4.Export Tools

5.Regional & Country

6.Trade Framework

7.Learning & Games

8.Resources & Support

Sales Contract Builder

Parties

Seller

Buyer

Live preview

Parties

Seller

Buyer

Live previewCopy.txt.docx

1.Getting Started

2.Trade Guides

3.Documentation

4.Export Tools

5.Regional & Country

6.Trade Framework

7.Learning & Games

8.Resources & Support

1.Getting Started

2.Trade Guides

3.Documentation

4.Export Tools

5.Regional & Country

6.Trade Framework

7.Learning & Games

8.Resources & Support

Parties

Seller

Buyer

Live previewCopy.txt.docx

Live preview

Live preview