Int’l Sales Contract Elements 1. PREAMBLE & RECITALS 2. BODY OF CONTRACT 3. BOILERPLATE PROVISIONS 4. ENDING & SIGANTURES 5. ICC MODEL INT’L SALE CONTRACT

1. PREAMBLE & RECITALS A) Preamble Normally give a title to the agreement Identify the parties by name State the date the agreement is entered into B) Recitals (or “Introduction”) State background of K and why it’s being entered into - “Whereas…seller is in business of manufacturing widgets” - “Whereas…buyer is in business of marketing/selling widgets” Not common for int’l sales Ks (due to heavy use of standard forms/terms, and brief--if any--negotiations)

2. BODY OF K (What parties specifically agree to) A) Goods Being Sold – clear, definite, quantity B) Price – type and amount of consideration C) Delivery Method (example - INCOTERMs) Any Mode of Transportation EXW - Ex Works (seller makes goods ready at his premises; buyer must pick up and transport) By Ship Only FAS - Free Alongside Ship (seller places “cleared” goods alongside ship at named port) FOB - Free on Board (seller loads goods on chosen ship) CIF - Cost, Insurance & Freight (seller pays for transport to vessel, plus insurance)

3. BOILERPLATE PROVISIONS A) Standarized Language – Often on reverse of main K B) Deal with Many Administrative Matters C) Examples – Rights and duties of buyer and seller; Choice of law; Choice of forum; Force Majeure clause; INCOTERMs

4. ENDING & SIGNATURES A) Ending – expression of mutual agreement and/or intent to be bound by contract B) Signatures – contract enforceable against signatory

5. ICC Model Int’l Sale Contract A) Part A - “Specific Conditions” to an Int’l Sale B) Part B - “General Conditions” (14 Articles) C) Gaps in the Model Contract

A) Part A – Specific Conditions to an Int’l Sale Part A often cross-references Part B articles Appropriate preamble (title, parties, date) Description of goods, price, delivery terms Documents to be provided by Seller (insurance, certificates of origin and inspection, etc) Liability provisions (delay, non-conforming goods, etc) Choice-of-Law (CISG?) Choice-of-Forum (arbitration? court?) Signatures, Location, Date

B) Part B – “General Conditions” (14 Articles) These are referenced throughout Part A - Parts A and B are designed to be used together - In the event of conflict, specific condition applies Applicable law (K, CISG, or seller’s place of business) Payment issues (if parties do not specify, Part B provides default provisions) Seller’s liability for late delivery, non-delivery, and non-conforming goods Buyer’s “notice” requirements Force Majeure clause (excuses failure to perform; an exception to the principle of pacta sund servanda)

C) Gaps in the Model Contract Acceptable methods? “inform” “notice” & “notification” Specific events deemed to be Force Majeure Specific “Hardship Clause” – for events that do not qualify as force majeure, but they would still make performance unduly burdensome - Change in economy, energy prices, taxes/duties, etc - Parties may renegotiate or terminate K