Agreement for the International Sale of Goods with a United States Seller

International Sales Agreement No._____ made effective ____________________

___________________ (date), by and between, _________________________________
___________________________ (name of seller), referred to herein as Seller, a
corporation duly organized and existing under the laws of the State of
________________________________________, with its principal office located at
________________________________________________________________________
________________________________________________________________________
__________________________________ (street address, city, county, state, zip code),
and ______________________________________________ (name of buyer), (referred
to herein as Buyer, a ____________________________________ (specify type of entity)
duly organized and existing under the laws of ___________________________________
(name of country), with its principal office located at a place of business at
________________________________________________________________________
________________________________________________________________________
__________________________________________________ (street address, city, etc.)
in ___________________________________________ (name of country).
Whereas, Buyer has agreed to purchase from Seller and Seller has agree to sell to
Buyer certain product items on an ongoing basis; and
Whereas, the parties wish to avoid having to resolve questions of conflicting
terms and conditions on purchase orders and purchase order acknowledgments each time
Buyer places an order with Seller; and
Whereas, the parties are willing to enter into an Agreement that sets forth the
terms and conditions that will govern all transactions between them.
Now, therefore, for and in consideration of the mutual covenants contained in this
agreement, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1.

Definition of Product
The term product means those items for which Buyer issues to Seller a purchase
order during the term of this Agreement.
2.

Issuance of Purchase Orders

Buyer may issue purchase orders to Seller from time to time. Each purchase order
must contain a description of the products ordered, the quantities and prices, the shipment
schedule, the terms and place of delivery, and the following notation: This order is issued
pursuant and subject to Agreement No. ________ between Seller and Buyer. Every
purchase order issued by Buyer to Seller following the effective date of this Agreement
and bearing this notation will be governed by and be deemed to include the provisions of
this Agreement. In the event of any inconsistency between the terms and conditions of

this Agreement and the terms of a purchase order, the terms and conditions of this
Agreement will prevail.
3.

Term
The term of this Agreement for purposes of purchase order placement commences
on the effective date stated above and continues for a period of (e.g., one year)
_________________________. This Agreement is renewable automatically (e.g., for a
period of one year) _____________________________ unless either party, at least (e.g.,
30) ________ days prior to the end of any (e.g., one year) ________________________
period, gives the other party written notice of its intent not to renew.
4.

Packing. Shipping, Packing, Pricing and Payment

A.
All items must be suitably packed, marked, and shipped as designated by
Buyer or, in the absence of a designation, in accordance with the requirements of
common carriers in a manner to secure lowest transportation cost, and no additional
charge will be made to Buyer.
B.
Prices for products are to be based on ex-works Seller's facility at
________________________________________________________________________
________________________________________________________________________
___________________________________ (street address, city, county, state, zip code).
C.

There will be no additional charges to Buyer for packing.

D.
Seller will insure shipments by commercial surface shippers at full value
plus _____%. Seller will not insure airfreight shipments for more than the minimum
coverage offered by the carrier.
E.
Shipments for which the Buyer is responsible for transportation charges
must be properly described on the bill of lading to obtain the lower applicable charge.
The lowest valuation available must be declared when the carrier offers released
valuation rates.
F.
All local, state, and federal excise, sales, and use taxes, when applicable,
must be stated separately on Seller's invoices.

5.

G.

Seller's invoices must contain the following information:

1.
Buyer's purchase order number;
2.
Part number;
3.
Description of goods shipped; and
4.
Quantity of goods shipped and unit price applicable to the
goods.

H.

Payment is to be made as agreed by the parties for each order.

Delivery and Transfer of Title

A.
Seller will expend its best efforts to conform to the mutually agreed
delivery date or dates for products ordered pursuant to this Agreement. The mutually
agreed delivery date for purposes of a purchase order placed pursuant to this Agreement
will be a date that allows at the minimum a lead time of (e.g., six weeks) _____________
______________, after receipt of order. In the event of failure of delivery on the delivery
date, Buyer will give Seller written notice of delinquency allowing Seller a reasonable
time to cure. In no event will Seller be considered in default of its obligation under this
Agreement to deliver until (e.g., 30 days) ______________________ after the notice.
Unless otherwise specified in connection with a particular order placed pursuant to this
Agreement, risk of any loss of or damage to the products passes from Seller to Buyer
when they are delivered as specified in the order, except for loss or damage resulting
from Seller's fault or negligence or failure to comply with an order.
B.
Seller must notify Buyer immediately of any circumstances that may cause
a delay in delivery, stating the estimated period and reasons for delay and, if requested by
Buyer, Seller will use additional effort to avoid or minimize delay to the extent possible.
C.
In spite of any other provisions of this Agreement, if shipment cannot be
or is not made within (e.g., 90 days) ______________________ after the date scheduled
on any order, Buyer may, upon knowledge of the fact and whether or not the delay would
be excusable as provided below, terminate the order by written notice to Seller and, in
spite of any other provisions of this Agreement, the termination will be without cost to
Buyer and will discharge all obligations and liabilities of the parties under the order
except as to products delivered previously.
D.
Buyer agrees that diversion of the goods that are the subject of this
transaction from the destinations identified in the Shipper's Export Declaration
constitutes a fundamental and material breach of this Agreement. If the goods are
diverted from the intended destinations, then, in accordance with (specify applicable
provisions of a state's Uniform Commercial Code, Article 2 or Articles 61 and 64 of the
United Nations Convention on Contracts for the International Sale of Goods)
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
__, the contract of sale may be voided in the sole discretion of Seller, and all right, title,
and interest in the goods that passed under it will revert to Seller. In the event of a breach,
Buyer is liable to Seller for all costs, fees, and expenses incurred by Seller in connection
with the recovery of the goods, including reasonable attorney fees. This provision may
not be waived except in a writing signed by Seller.
E.
Seller retains title and all associated rights to its intellectual property,
including trademarks, trade names, copyrights, and patents. Any intellectual property may
not be copied, removed, disguised, or changed in any form by Buyer. This intellectual
property includes, at a minimum, product packaging and associated markings, advertising
or marketing materials, and manuals.
6.

Inspection

Seller must inspect and test all products prior to shipment to Buyer.
Notwithstanding any prior payment or inspection by Buyer, all products are subject to
final inspection and acceptance by Buyer at Buyer's facility in ______________________
________________________________________________________________________
___________________________________________________ (street address, city, etc.)
in _______________________________________________ (name of country), or in
accordance with quality control standards to be agreed upon by Buyer and Seller. Buyer
will make final inspection and acceptance or rejection within (e.g., five days after receipt
of products) __________________________________________________________ and
failure of Buyer to reject any product within (e.g., five days) _______________________
after receipt constitutes acceptance. Should Buyer reject any product for failure to
conform to the requirements of an order, Buyer must notify Seller of the rejection, giving
detailed reasons for the rejection. Seller then has the option to repair or replace the
nonconforming product within (e.g., 90) _______ days at Buyer's or Seller's facility.
Rejected items to be returned to Seller must be shipped at Seller's expense. Should Seller
fail to act to correct any nonconforming product within (e.g., 90) ________ days after
notice by Buyer, then Buyer may, at Seller's risk and expense, return any nonconforming
product to Seller.
7.

Excusable Delay
Neither party shall be liable to the other for damages for any delay arising out of
causes beyond its reasonable control and without its fault or negligence.
8.

Warranty
A.
Seller warrants to Buyer that all products delivered under an order shall be
free from defects in materials and workmanship, that all products will conform to the
requirements of the order including, but not limited to, the applicable descriptions,
specifications, and drawings that have been agreed to by the parties and, to the extent the
items are not manufactured pursuant to detailed designs furnished by Buyer, that all items
will be free from defects in design and suitable for the intended purposes. The warranty
period extends to final acceptance by Buyer or Buyer's customer in accordance with the
final acceptance test procedures as mutually agreed between Buyer and Seller, whichever
occurs last.
B.
If a defect in the goods is claimed by Buyer, Buyer must allow Seller a
reasonable time to remedy the defect. Buyer will render necessary assistance to Seller and
furnish adequate means for operating and testing the goods. Should the goods prove
defective and the defect is not remedied, the particular part, attachment, or article that
fails to conform to the warranty in this Agreement must be returned by Buyer in as good
condition as received, except for ordinary wear, to the place where it was received. Buyer
must immediately notify Seller of the return by registered mail addressed to Seller at
________________________________________________________________________
________________________________________________________________________
________________________________ (Name and Address), and Seller may then, at the
option of Seller, either replace the goods or rescind this Agreement so far as the goods are
concerned. If any goods are returned by Buyer and the returned goods are not replaced by

Seller, then Seller will refund to Buyer any money, notes, or property paid or given for the
goods, or Seller must credit the account of Buyer, in a like amount, and no further claim
for the defect can be made against Seller.
C.
Except as otherwise provided in this Agreement, transportation costs of
returning defective Seller's Products to Seller's facilities must be borne by the Seller and
transportation costs of returning the Products to Buyer must be borne by Seller.
D.
Any action on a breach of Seller's obligations under this Section must be
commenced within one year after the cause of action has accrued.
E.
The warranty quoted above does not apply to any of Seller's Products that
have been subjected to improper use, improper installation, improper repair by
unauthorized service personnel, tampering, negligence, abuse, or accident. Seller is not
liable for any direct, indirect, special, or consequential damages resulting from the use of
any of its Products.
F.
THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR OF TECHNOLOGICAL VALUE.
9.

Changes
As to any product, Seller reserves the right at any time to make changes in (1) its
drawings and specifications, and (2) its methods of packaging and shipping.
10.

Buyers Design and Property

A.
Seller will keep confidential the features of any equipment, tools, gauges,
patterns, designs, drawings, engineered data, or other technical or proprietary information
furnished by Buyer, and will use the items only in performing under this Agreement. In
no event may Seller use data, designs, or information supplied by or on behalf of Buyer
or cause others to do so without Buyer's prior, express, and written consent. On
termination of this Agreement Seller must return all those items and copies made by
Seller to Buyer or make any disposition as Buyer directs or approves.
B.
Any material furnished by Buyer on other than a charge basis in
connection with this Agreement is deemed to be held by Seller on consignment. Seller
will pay for any of the material damaged, destroyed, or not satisfactorily accounted for.
Buyer will specify acceptable scrap allowances, if any, and Seller will pay for any amount
in excess of the allowances at Buyer's cost. All tools, gauges, dies, and other equipment
furnished to Seller by Buyer remain Buyer's property and must be identified clearly by
Seller as Property of _____________________________________________ (Name of
Buyer) and be stored safely and not used except in performing pursuant to this
Agreement. The property, while in Seller's possession, must be maintained in good
condition at Seller's expense and kept insured at Seller's expense in an amount equal to
the replacement cost, with loss payable to Buyer. Buyer may remove its property from

Seller's premises at any reasonable time, but only with prior notice of (e.g., 10) ______
days.
11.

Cancellation for Cause

A.
Either party may cancel this Agreement in the event the other party is in
default of any of the material provisions of this Agreement or is in default under any
order, and the default is not cured within _______________________ (e.g., 30 days) of
receipt by the other party of written notice from the party giving notice specifying the
nature of the default and corrective action that may be taken, if any.
B.
In the event of bankruptcy or insolvency of Buyer, or in the event any
proceeding is brought by or against Buyer under the bankruptcy or insolvency laws,
Seller is entitled to cancel any order then outstanding and will receive reimbursement for
the reasonable and proper cancellation charges accrued by Seller.
C.
In the event of insolvency as defined by the Uniform Commercial Code in
effect in ______________________________________________________ (specify
state), any act of bankruptcy, whether voluntary or involuntary, or any insolvency
proceeding instituted by or against Buyer, Seller may refuse delivery of the goods covered
by this sales Agreement except for cash, including payment for all goods already
delivered under the Agreement, and Seller may stop delivery of goods in transit.
D.
On default by Buyer, Seller has the option of refusing to perform further
under this and any other existing Agreement between the parties that Seller may elect,
and Seller may rescind any agreements between the parties and hold Buyer liable for all
resulting damages and losses, or of reselling, at public or private sale, undelivered goods
covered by this and any other existing Agreement between the parties that Seller may
elect. Seller is not liable to Buyer for any profit on any resale, but Buyer remains liable to
Seller for the difference between (1) the Agreement price of the goods, plus all expenses
and charges for the account of Buyer specified in this Agreement and all expenses of
storage and resale, and (2) the resale price of the goods.
12.

Termination
A.
Buyer may terminate work under an order in whole or in part at any time
by written notice to Seller that states the extent and effective date of the termination. On
receipt of the notice, Seller must, to the extent directed by Buyer, stop work under the
order, and take any necessary action to protect property in Seller's possession that belongs
to Buyer or in which Buyer has an interest.
B.
If, within a reasonable length of time, the parties cannot agree on the
amount of fair compensation to Seller for the termination, Buyer, in addition to making
prompt payments of amounts due for material delivered or service performed prior to the
effective date of termination, will pay to Seller the following amounts without
duplication:
1.
The contract price for all material and services that have been
completed in accordance with the order and not paid for;

2.

The actual costs incurred by Seller that are properly allocable or

apportionable under recognized commercial accounting practices
terminated portion of the order, including the cost of discharging
that are so allocable and apportionable; and

3.

The reasonable costs of Seller in making settlement under this

Agreement and in protecting the property in which Buyer has or
acquire an interest.

to the
liabilities

may

Payments made under this paragraph, exclusive of payments under the immediately
following paragraph, must not exceed the aggregate price specified in the order, less
payments otherwise made or to be made.
C.
With or without Buyer's consent and Agreement or approval, Seller may
retain or sell any completed items, or any items, materials, or work in process, the cost of
which is allocable or apportionable to the order under the immediately preceding
paragraph, and will credit or pay the amounts so agreed or received, transfer title, and
make delivery.
13.

Indemnification
Seller agrees to indemnify and hold harmless Buyer and its officers, agents, and
employees, from and against any and all liabilities, damages, losses, costs, and expenses
for injury or death of any officer, agent, or employee of Seller arising out of or in
connection with products and services to be provided under this Agreement. Buyer agrees
to indemnify and hold harmless Seller and its officers from and against all liabilities,
damages, losses, costs, and expenses for injury or death of any officer, agent, or
employee of Buyer, arising out of or in connection with products and services to be
provided under this Agreement.
14.

Confidential Information
Buyer must regard as highly confidential all information developed by or
communicated to it in the course of or in connection with its performance under this
Agreement, and may not, without Seller's prior, express, and written approval, make any
oral or written disclosure of the confidential information, either during or after the term
of this Agreement, except to Buyer's employees and other authorized persons who may be
designated to work with Seller in performing under this Agreement.
15.

Compliance with Laws

A.
In Performance of Agreement
In performing under this Agreement, all applicable governmental laws,
regulations, orders, and other rules of duly constituted authority will be followed and
complied with in all respects by both parties.
B.
Export Controls
Buyer acknowledges that Seller has informed it that United States law and the

United States Export Administration Regulations govern and may prohibit the re-export
or other disposition of Seller's products, spare parts, and related technical data received
by Buyer or its customers without prior United States Government approval. Buyer
therefore agrees that it, and not Seller, will be solely responsible for obtaining any and all
necessary export licenses and complying with all the terms, conditions, required
procedures, and documentation of any export license issued for the delivery of the
products subject to this Agreement.
C.
Ethical Practices
Buyer agrees and warrants that in the performance of its obligations under this
Agreement it will not take any action that will render Seller liable for a violation of the
United States Foreign Corrupt Practices Act, which prohibits the offering, giving, or
promising to offer or give, directly or indirectly, money or anything of value to any
official of a government, political party, or instrumentality of these organizations, in order
to assist it or Seller in obtaining or retaining business. Violation of this Section by Buyer
instantly renders this Agreement null and void.
D.
Anti-boycott Compliance
Buyer acknowledges that it is solely responsible for complying with the Export
Administration Act provisions concerning anti-boycott compliance, that is, that Buyer
acknowledges that it is prohibited from taking or knowingly agreeing to take any of the
actions contained in the law, in either interstate or foreign commerce of the United States,
with the intent to comply with, further, or support any boycott fostered or imposed by a
foreign country against a country that is friendly to the United States.
16.

Arbitration
Any dispute under this Agreement shall be required to be resolved by the parties
through binding arbitration in _______________________________________________
(State). If the parties cannot agree on an arbitrator, each party shall select one arbitrator
and both arbitrators shall then select a third. The third arbitrator so selected shall
arbitrate said dispute. The arbitration shall be governed by the rules of the American
Arbitration Association then in force and effect.
17.

Remedies
A.
The remedies reserved in this Agreement are cumulative and in addition to
any other remedies provided in law or equity. No waiver of breach of any provision of
this Agreement constitutes a waiver of any other breach of the provision.
B.
Seller assumes no liability for consequential or incidental damages where
the loss to Buyer is commercial.
18.

No Waiver
The failure of either party to this Agreement to insist upon the performance of any
of the terms and conditions of this Agreement, or the waiver of any breach of any of the
terms and conditions of this Agreement, shall not be construed as subsequently waiving

any such terms and conditions, but the same shall continue and remain in full force and
effect as if no such forbearance or waiver had occurred.
19.

Notices
Any notice provided for or concerning this Agreement shall be in writing and
shall be deemed sufficiently given when sent by certified or registered mail if sent to the
respective address of each party as set forth at the beginning of this Agreement.
20.

Attorneys Fees
In the event that any lawsuit is filed in relation to this Agreement, the
unsuccessful party in the action shall pay to the successful party, in addition to all the
sums that either party may be called on to pay, a reasonable sum for the successful party's
attorney fees.
21.

Entire Agreement
This Agreement shall constitute the entire agreement between the parties and any
prior understanding or representation of any kind preceding the date of this Agreement
shall not be binding upon either party except to the extent incorporated in this Agreement.
22.

Modification of Agreement
Any modification of this Agreement or additional obligation assumed by either
party in connection with this Agreement shall be binding only if placed in writing and
signed by each party or an authorized representative of each party.
23.

Assignment of Rights
The rights of each party under this Agreement are personal to that party and may
not be assigned or transferred to any other person, firm, corporation, or other entity
without the prior, express, and written consent of the other party.
24.

Counterparts
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute but one and
the same instrument.
WITNESS our signatures as of the day and date first above stated.
_______________________________ ________________________________
(Name of Buyer)
(Name of Seller)
By________________________________ By_________________________________
___________________________________ ____________________________________
(Name and Office in Corporation)
(Name and Office in Corporation)