An international business transaction requires a precise and detailed underlying contract. However, it can be expensive and time-consuming to draft such a contract. With the ICC Model Contract International Sale, the International Chamber of Commerce (ICC) 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 therefore also be used for a so-called purchase agreement.
The model contract is divided into two parts: specific conditions and general conditions. The specific conditions allow the parties to use the model directly by filling in the blanks, while the general conditions provide a platform of standard legal terms, serving as a reference tool for contract drafting or negotiation. These general conditions may be used together with the specific conditions, or independently.
The model contract is specifically adapted for transactions governed by the UN Convention for the International Sale of Goods which applies to an increasingly large volume of international sales.
Each ICC Model Contract includes a fully editable version in Microsoft Word, permitting you to easily adapt the contract to your specific case.
This model contract is available in English, contact your local ICC to enquire about a translated version National committees - ICC - International Chamber of Commerce (iccwbo.org)
| Code ISBN : | 978-92-842-0674-2 |
| Number of pages : | 62 |
| Publishing date : | 2024 |
| Language : | English |
| Format in cm : | 21*29.7 |
Foreword..... 4
Introduction..... 5
- General characteristics..... 6
- Scope of application..... 6
- Applicable law..... 6
- Modifications to be evidenced in writing..... 7
- Shipment and delivery conditions..... 7
- Time of delivery..... 7
- Payment conditions...... 8
- Documents to be provided by the seller..... 8
- Retention of title..... 10
- Warranty to consumers..... 10
- Inspection and examination...... 10
- Non-infringement of intellectual property rights as element of conformity..... 10
- Limitations of liability..... 11
- Avoidance of contract by the buyer in case of breach..... 12
- Force majeure..... 12
- Need to consider sanctions and trade restrictions..... 12
- Resolution of Disputes: ADR, Arbitration, National Courts..... 12
Model form
ICC International Sale Contract (Manufactured Goods)..... 14
- Specific conditions..... 14
- General conditions..... 19
Annex 1 | Specimen Model form
ICC International Sale Contract (Manufactured Goods)..... 24
Annex 2
Incoterms® 2020, Explanatory Notes..... 29
Annex 3
United Nations Convention on Contracts for the International Sale of Goods..... 38
Explanatory note by the UNCITRAL secretariat on the United Nations Convention on Contracts
for the International Sale of Goods*...... 52
ICC Publications..... 57
About the International Chamber of Commerce (ICC)..... 63
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; 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).