Description

Compared to domestic transactions, the risks associated with international sales are greatly multiplied. It is a rare international sales agreement that can rely on minor variations of standard terms, as is so often the case in domestic agreements. Foreign laws, export/import and currency exchange controls, treaties, transit issues, inspection of goods, insurance, tariffs—all these and more must be taken into account in contract negotiations.

This is the second edition, expanded and updated, of an enormously useful book that guides practitioners through the process of drawing up sound agreements for the international sale of goods. Organised according to the framework of an annotated agreement, with detailed commentary on each provision, it incorporates hundreds of model clauses designed to cover every contingency, including such factors as the following (and a great deal more):

• definitions;
• Incoterms;
• price adjustments;
• documentation;
• labelling;
• delivery dates;
• transportation modes;
• limitation of liability;
• confidentiality;
• arbitration; and
• antitrust issues.

Although the clauses are drawn without reference to any particular country, relevant national circumstances are covered in the commentary to each clause. Appendices reprint the texts of the United Nations Convention on Contracts for the International Sale of Goods (CISG), the UNIDROIT Principles, and the Principles of European Contract Law.

For lawyers charged with drafting an international sales contract, this book is invaluable. Clause by clause, it clearly details the drafting process, commenting expertly on every issue likely to arise as it goes. It would be hard to find a more useful guide.

Contents of Sample Clauses. Introduction. 1. Preliminary Matters. 2. Drafting the Agreement. 3. The Goods Being Sold. 4. Trade Terms. 5. Price. 6. Permits, Licenses and Certificates. 7. Payment. 8. Delivery. 9. Transfer of Title and Risk. 10. Bills of Lading and Other Documents for Carriage of Goods. 11. Insurance. 12. Inspection. 13. Warranties. 14. Force Majeure and Hardship. 15. Termination and Penalty Clauses. 16. Intellectual Property. 17. Other Obligations of the Parties. 18. Dispute Resolution. 19. Governing Law. 20. Language. 21. Miscellaneous Provisions. Appendices: 1. The CISG. 2. UNIDROIT Principles of International Commercial Contracts. 3. The Principles of European Contract Law