All the above recommendations involve an element of research – i.e. finding out about the country, the counterpart, local business practices or customs, the market for our products, etc. As noted at the beginning of this section, we often have experience and knowledge of our own market, but we also need to acquire the same type of knowledge of our chosen external market. Information is often the key to success when selling our products.
Esplugues Mota C; Hargain D. 2005. Derecho del comercio internacional, Montevideo, Uruguay, Reus.
CCI,2000. Incoterms 2000 ICC Official Rules for the Interpretation of Trade Terms.
Kluwer Law International. 2004. Contract Formats. San Francisco, CA, United States of America. Kluwer Law Publishers.
Martindale Hubbell Law Digest, U.S. States. 2005. Chicago, United States of America, Martindale Hubbell Publisher (member of Lexis Nexis Group).
Shippey, KC. 2003. A Short Course in International Contracts.México DF, World Trade Press,
Sun Tzu. 1991. The Art of War. London, England, Shambhala Publications.
BIBLIoGraPHY
aNNEXEs
– Sales Agreement . . . 37
– Distributorship Agreement . . . 41
– Brokerage Agreement . . . 46
sAlEs AGrEEmEnT
THIS AGRREMENT, dated __ of 2006 is between:
Parties
, (hereinafter “THE SELLER”) a company duly incorporated under the laws of El Salvador, and represented by , with registered main
offices at: , fax number:
and , (hereinafter “THE BUYER”) a company duly incorporated under the laws of Florida, United States of America, and represented by , with registered main offices at
, fax number: .
Art. 1. General
1.1. These General Conditions are intended to be applied together as part of an International Sale Contract between the two parties herein. In case of contradiction between these General Conditions and any specific conditions agreed upon between the parties in the future, the specific conditions shall prevail.
1.2. Any questions relating to this Contract which are not expressly or implicit settled by the provisions contained in the Contract itself, shall be governed: a) by the United Nations Convention on Contracts for the International
Sale of Goods (Vienna Convention of 1980, hereafter referred as CISG), and
b) to the extent that such questions are not covered by CIGS, by reference to the law of the country where the seller has his place of business. 1.3. Any reference made to trade terms (such as EXW, FCA, etc.) is deemed to be made to the relevant term of Incoterms published by the International Chamber of Commerce.
1.4. Any reference made to a publication of the International Chamber of Commerce is deemed to be made to the version current at the date of conclusion of the Contract.
1.5. No modification of the Contract is valid unless agreed or evidence in writing.
Art.2. Characteristics of the Goods
2.1. It is agreed by the parties that the Seller will sell the following products: ____, and the buyer will pay a price for those products in accordance with article ____.
It is also agreed that any information relating to the goods describe above such as use, weights, dimensions, illustrations, shall not take effect as term of the Contract unless expressly referred to in the Contract.
Art.3. Delivery
The seller should deliver the goods in a period of time no longer than ___ days after receipt of the purchase order duly signed by the buyer.
Art.4. Price
The parties agreed for the price of ___ for the shipment of the goods in accordance to the offer letter received by the buyer on ___ (date) ___. Unless otherwise agreed in writing, the price does not include VAT, sale taxes or any levy of other kind, and is not subject to price adjustment. The offer price will be considered under the FOB incoterm.
Art. 5. Payment Conditions
The parties have agreed that payment of the price and of any other sums due by the Buyer to the Seller shall be on an advance payment equal to FIFTY PERCENT (50%) of the amount due previous to the shipment of goods, and the remaining FIFTY PERCENT (50%) after 15 days of receiving of the goods by the Buyer. The amounts due shall be transferred, unless otherwise agreed, by teletransmission to the Seller’s bank in the Seller’s country for the account of the Seller and the Buyer shall be deemed to have performed his payment obligations when the respective sums due have been received by the Seller’s bank in immediately available funds.
Art. 6. Interest in case of delayed payment
If a party does not pay a sum of money when it falls due the other party is entitled to interest upon that sum from the time when payment is due to the time of payment, equal to ONE PERCENT (1%) for every day of delay, up to a total delayed charge of FIFTEEN PERCENT of the total price of this contract.
Art. 7. Retention of Title
The parties have validly agreed that the goods shall remain the property of the Seller until complete payment of the price is executed by the Buyer.
Art. 8. Contractual term of Delivery
Art. 9. Late delivery
The Buyer is entitled to claim the Seller liquidated damages equal to 0.5% of the price of the goods for every week of delay, unless force majore is communicated by the Seller to the Buyer.
Art. 10. Non-Conformity of the Goods
The Buyer shall examine the goods as soon as possible after arrival at destination and shall notify the Seller in writing of any lack of conformity of the goods within 15 days from the date the Buyer discovers the lack of conformity and will have to probe to the Seller that such non-conforming goods are the sole liability of the Seller. In any case the Buyer shall have no remedy for lack of conformity if he fails to notify the Seller thereof within 45 days from the date of arrival of the goods at the agreed destination. Goods will be deemed to conform to the Contract despite minor discrepancies which are usual in its particular trade.
If the non conformity of the goods issue is called upon by the Buyer, the Seller shall have the following options:
a) Replace the goods with conforming goods, without any additional expense to the Buyer, or
b) Reimburse to the Buyer the price paid for the non-conforming goods.
Art. 11. Cooperation Between the Parties
The Buyer shall promptly inform the Seller of any claim made against the Buyer by his customers or third parties concerning the goods delivered or intellectual property rights related thereto.
The seller shall promptly inform the Buyer of any claim which may involve the product liability of the Buyer.
Art. 12. Force Majeure
No termination fee will be paid neither by the Seller or the Buyer, and neither party shall have any liability if the agreement is forced into cancellation due to circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other party.
Art. 13. Resolution of Disputes
Unless otherwise agreed in writing, all disputes arising in connection with the present Contract shall be finally settle by the law of ___and shall be subject to the exclusive jurisdiction of the ___ courts, to which the parties hereby submit, except that a Party may seek an arbitration procedure in accordance with the rules of arbitration of ___ by one or more arbitrators appointed in accordance with the said rules.
Art. 14. Headings
The headings within this agreement are used for convenience only and shall not affect its interpretation.
Art. 15. Notices
All notices called for under this Agreement must be in writing and will be deemed given when mailed, certified mail, return receipt requested, to a party at its address written above or at such other address as a party may hereafter designate in writing to the other party.
Art. 16. Entire agreement
This Agreement forms the entire understanding between the parties. It cancels and supersedes all prior agreements and understandings. There shall be no change or modification of any of the terms in this Agreement unless it is reduced to writing and signed by both parties.