ICC Model Contract - International Sale (Manufactured Goods)
No. #828E
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Help CentreAn international business transaction requires a precise and detailed underlying contract. However, it can be expensive and time-consuming to draft such a contract oneself. The International Chamber of Commerce, the world business organization, has responded to the market's need for a reliable and equitable model with the ICC Model International Sale Contract, which provides a solution in presenting a set of clear and concise standard contractual conditions for the most basic international trade agreement.
Although this Model is denominated a 'sale' contract, it is equally appropriate for use by buyers as it balances the interests of exporters (sellers) and importers (buyers).It may thus also be used for a so-called 'purchase' agreement.
The model contract is divided into two parts: Specific Conditions, which allow the parties to use the Model directly by filling in the blanks in the form; and General Conditions, which provide a platform of standard legal terms and thus a reference tool for contract drafting or negotiation. These General Conditions may be used together with the Specific Conditions, or independently.
FOREWORD
INTRODUCTION
1. General characteristics
2. Scope of application
3. Applicable law
4. Modifications to be evidenced in writing
5. Shipment and Delivery Conditions
6. Time of delivery
7. Payment conditions
8. Documents to be provided by the seller
9. Retention of title
10. Warranty to consumers
11. Inspection and examination
12. Infrigement of intellectual property rights as elemnt of conformity
13. Limitations of liability
14. Avoidance of contract by the buyer in case of breach
15. Force majeure
16. Resolution of disputes
Model form ICC International Sale Contract
Specific conditions
General conditions
Annex 1 Specimen model form - ICC International Sale Contract
Annex 2 Incoterms(R) 2020, explanatory notes
Annex 3 United Nations Convention on contracts for the international sale of goods
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This is the latest in a series of successful ICC model contracts prepared by a dedicated Task Force under the auspices of the ICC's Commission on Commercial Law and Practice, chaired by Professor Fabio Bortolotti (Italy). The Task Force was chaired by Koen Vanheusden (Belgium) and the model has benefited from the active participation of the following Task Force members: Dragan Beljic (Serbia); Fabio Bortolotti (Italy); Marie-Christine Cimadevilla (France); Giovanni Leo (Italy); Julien Maire du Poset (France); Galyah Natan-Epstein (Israel); Burghard Piltz (Germany); Christoph Martin Radtke (France); and Isabelle Smith Monnerville (France).
As always, the ICC National Committees around the world were instrumental in circulating drafts of this contract to their trading communities for comment.
ICC Secretariat oversight was provided by ICC Senior Policy Manager, Emily O'Connor (France).