1. 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

2. 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)

3. 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)

4. 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

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

6. 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

7. 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

8. 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)

9. 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