A. SPECIFICCONDITIONS
These Specific Conditions have been prepared in order to permit the parties to agree the particular terms of their sale contract by completing the spaces left open or choosing(as the case may be) between the alternatives
provided in this document. Obviously this does not prevent the parties from agreeing other terms or further
details in box A-16 or in one or more annexes.
SELLER CONTACTPERSON BUYER CONTACTPERSON
name and address name and address name and address name and address
________________ _________________ _______________ _________________
________________ _________________ _______________ _________________
________________ _________________ _______________ _________________
The present contract of sale will be governed by these Specific Conditions(to the extent that the relevant boxes have been completed) and by the ICC General Conditions of Sale(Manufactured Goods Intended for Resale)
which constitute part B of this document.
SELLER signature
A-1 GOODSSOLD
DESCRIPTION OF THE GOODS
BUYER signature
If there is insufficient space parties may use an annex
A-2 CONTRACT PRICE(ART. 4)
Currency: ______________________
amount in numbers:______________ amount in letters: _____________________
A-3 DELIVERYTERMS
Recommended terms(according to Incoterms1990): see Introduction,§5
_____ EXW ExWorks namedplace: ____________ _____ FCA FreeCarrier namedplace: ____________ _____ CPT Carriage PaidTo named placeofdestination: ____________ _____ CIP Carriage and Insurance Paid To named place ofdestination: ____________ _____ DAF DeliveredAtFrontier namedplace: ____________ _____ DDU Delivered DutyUnpaid named placeofdestination: ____________ _____ DDP Delivered DutyPaid named placeofdestination: ____________
________________ ______________ ________________ ______________ ________________ ______________ A-4 TIME OF DELIVERY
Otherterms (according to Incoterms 1990: see Introduction, § 5)
_____ FAS FreeAlongside Ship named portofshipment: ____________ _____ FOB Free On Board named portofshipment: ____________ _____ CFR Costand Freight named portofdestination: ____________ _____ CIF CostInsuranceand Freight named portofdestination: ____________ _____ DES Delivered ExShip named portofdestination: ____________ _____ DEQ Delivered Ex Quay (duty paid) named portofdestination: ____________ Other delivery terms
CARRIER (where applicable)
NAME AND ADDRESS CONTACT PERSON
Indicate here the date orperiod (e.g. week ormonth) at which or within which the Sellermustperform his delivery obligations according to clause A.4 ofthe respective Incoterm (see Introduction, § 6)
_____________________________ _____________________________
A-5 INSPECTION OF THE GOODS BY BUYER (ART. 3)
___ Beforeshipment placeofinspection: ______________ ___ Other: ________________
A-6 RETENTION OF TITLE (ART. 7) ___ YES
___ NO
A-7 PAYMENT CONDITIONS (ART. 5)
___ Payment on open account (art. 5.1)
Time for payment (if different from art. 5.1 ) ____ days from date of invoice. Other: _____
__ Open account backed by demand guarantee or standby letter of credit (art. 5.5)
__ Payment in advance (art. 5.2)
Date (if differentfrom art. 5.2): ________ ____ Total price
__ ____% ofthe price
___ DocumentaryCollection (art. 5.5)
___ D/P Documents against payment
___ D/A Documents against acceptance
___ Irrevocable documentarycredit (art. 5.3) ___Confirmed ___ Unconfirmed
Place of issue (if applicable): _________ Place of confirmation (if applicable): _________
Credit available:
__ By payment at sight
__ By deferred payment at: ___ days
Partialshipments: Transhipment: __ Allowed __ Allowed
__ Not allowed __ Not allowed
__ By acceptance of drafts at: ___ days __ By negotiation
Date on which the documentary credit must be notified to seller (if different from art. 5.3) __ ______ days before date of delivery __ other: _____________
___ Other: _______________
(e.g. cheque, bank draft, electronic funds transfer to designated bank account of seller)
A-8 DOCUMENTS
Indicate here documents to be provided by Seller. Parties are advised to check the Incoterm they have selected underA-3 ofthese Specific Conditions. (As concerns transport documents, see also Introduction, § 8)
__ Transport documents: indicate type of transport document required _________
__ Commercial Invoice __ Certificate of origin
__ Packing list __ Certificate of inspection
__ Insurance document __ Other: ____________
A-9 CANCELLATION DATE
TO BE COMPLETED ONLY IF THE PARTIES WISH TO MODIFYARTICLE 10.3
If the goods are not delivered for any reason whatsoever (including force majeure) by (date) _______ the Buyerwill be entitled to CANCEL THE CONTRACT IMMEDIATELY BY NOTIFICATION TO THE SELLER
A-10 LIABILITY FOR DELAY (art. 10.1, 10.4 AND 11.3)
TO BE COMPLETED ONLYIF THE PARTIES WISH TO MODIFYART. 10.1, 10.4 OR 11.3
Liquidated damages for delay in delivery shall be:
__ ____ % (of price of delayed goods) perweek, with a maximum of____ % (of price of delayed goods) or:
__ ________ (specify amount)
In case of termination for delay, Seller’s liability for damages for delay is limited to ____ % of the price of the non-delivered goods
A-11 LIMITATION OF LIABILITY FOR LACKOF CONFORMITY(ART. 11.5)
TO BE COMPLETED ONLY IF THE PARTIES WISH TO MODIFYART. 11.5.
Seller’s liability for damages arising from lack of conformityof the goods shall be:
___ limited to proven loss (including consequential loss, loss of profit, etc.) not exceeding ___ % ofthe contract price;
or:
___ as follows (specify):
________________________________________________________________
A-12 LIMITATION OF LIABILITYWHERE NON-CONFORMING GOODS ARE RETAINED BYTHE BUYER (ART. 11.6)
TO BE COMPLETED ONLY IF THE PARTIES WISH TO MODIFYART. 11.6
The price abatement for retained non-conforming goods shall not exceed: ___ ___% ofthe price ofsuch goods
or:
___ ________ (specify amount)
A-13 TIME-BAR (Art.1 1.8)
TO BE COMPLETED ONLY IF THE PARTIES WISH TO MODIFYART. 11.8.
Any action for non-conformity of the goods (as defined in article 1 1 .8) must be taken by the Buyer not later than __________ from the date of arrival of the goods at destination
A-14(a), A-14(b) APPLICABLE LAW (Art.1.2)
TO BE COMPLETED ONLY IF THE PARTIES WISH TO SUBMIT THE SALE CONTRACT TO A NATIONAL LAWINSTEAD OF CISG. The solution hereunder is not recommended (see Introduction, § 3)
(a) This sales contract is governed by the domestic law of __________ (country)
To be completed ifthe parties wish to choose a law other than that ofthe seller for questions not covered by CISG
(b) Any questions not covered by CISG will be governed by the law of____________ (country)
A-15 RESOLUTION OF DISPUTES (Art.14)
The two solutions hereunder (arbitration or litigation before ordinary courts) are alternatives: parties cannot choose both ofthem. Ifno choice is made, ICC arbitration will apply, according to art. 14
__ ARBITRATION __ LITIGATION(ordinarycourts)
__ ICC (according to art. 14.1) In case of dispute the courts of
Place of arbitration _________ ___________ (place)
__ Other ___________________ (specify) shall have jurisdiction
A-16 OTHER
B. GENERALCONDITIONS
capacities, prices, colours and other data contained in catalogues, prospectuses, circulars, advertisements,illustrations, price-lists of the Seller, shall not take effect as terms of the Contract unless expressly referred to in the Contract.
International Sale Contract (Manufactured Goods Intended for Resale)
Art. 1 GENERAL
1.1 These General Conditions are intended to be applied togetherwith the Specific Conditions (partA) ofthe International Sale Contract (Manufactured Goods Intended for Resale), butthey may also be incorporated on
their own into any sale contract. Where these General Conditions (Part B) are used independently of the said
Specific Conditions (PartA), any reference in Part B to Part Awill be interpreted as a reference to any relevant
specific conditions agreed by the parties. In case ofcontradiction between these General Conditions and any
specific conditions agreed upon between the parties, the specific conditions shall prevail.
1 .2 Any questions relating to this Contract which are not expressly or implicitly settled by the provisions
contained in the Contract itself (i.e. these General Conditions and any specific conditions agreed upon by the
parties) shall be governed:
A. by the United Nations Convention on Contracts forthe International Sale of Goods (Vienna Convention of
1980, hereafter referred to as CISG), and
B. to the extent that such questions are not covered by CISG, by reference to the law ofthe country where the
Seller has his place of business.
1.3 Any reference made to trade terms (such as EXW, FCA, etc.) is deemed to be made to the relevantterm of Incoterms published by the International Chamber of Commerce
1.4 Any reference made to a publication of the International Chamber of Commerce is deemed to be made
to the version current at the date of conclusion of the Contract.
1.5 No modification ofthe Contract is valid unless agreed or evidenced in writing. However, a party may be precluded by his conduct from asserting this provision to the extent that the other party has relied on that
conduct.
ART. 2 CHARACTERISTICS OF THE GOODS
2.1 It is agreed that any information relating to the goods and their use, such as weights, dimensions,
2.2 Unless otherwise agreed, the Buyer does not acquire any property rights in software, drawings, etc.
which may have been made available to him. The Seller also remains the exclusive owner of any intellectual or industrial property rights relating to the goods.
ART. 3 INSPECTION OF THE GOODS BEFORE SHIPMENT
If the parties have agreed that the Buyer is entitled to inspect the goods before shipment, the Seller must notify the Buyer within a reasonable time before the shipment that the goods are ready for inspection at the agreed
place.
ART. 4 PRICE
4.1 If no price has been agreed, the Seller’s current list price at the time ofthe conclusion ofthe Contract
shall apply. In the absence of such a current list price, the price generally charged for such goods at the time of the conclusion of the Contract shall apply.
and to be notified at least 30 days before the agreed date of delivery or at least 30 days before the earliest date within the agreed delivery period. Unless otherwise agreed, the documentary credit shall be payable at sight and allow partial shipments and transhipments.exists atthat place, then the same rate in the State of the currency of payment. In the absence ofsuch a rate at either place the rate of interest shall be the appropriate rate fixed by the law of the State of the currency ofpayment.
4.2 Unless otherwise agreed in writing, the price does not include VAT, and is not subjectto price adjustment.
4.3 The price indicated under A-2 (contract price) includes any costs which are at the Seller’s charge
according to this Contract. However, should the Seller bear any costs which, according to this Contract, are for
the Buyer’s account (e.g. for transportation or insurance under EXW or FCA), such sums shall not be considered as having been included in the price underA-2 and shall be reimbursed by the Buyer.
ART. 5 PAYMENT CONDITIONS
5.1 Unless otherwise agreed in writing, or implied from a prior course of dealing between the parties,
payment ofthe price and of any other sums due by the Buyer to the Seller shall be on open account and time of payment shall be 30 days from the date of invoice. The amounts due shall be transferred, unless otherwise
agreed, by teletransmission to the Seller’s bank in the Seller’s country forthe account ofthe Seller and the Buyer shall be deemed to have performed his payment obligations when the respective sums due have been received by the Seller’s bank in immediately available funds.
5.2 If the parties have agreed on payment in advance, without further indication, it will be assumed that such advance payment, unless otherwise agreed, refers to the full price, and that the advance payment must be
received by the Seller’s bank in immediately available funds at least 30 days before the agreed date of delivery
or the earliest date within the agreed delivery period. If advance payment has been agreed only for a part of the contract price, the payment conditions ofthe remaining amountwill be determined according to the rules set
forth in this article.
5.3 Ifthe parties have agreed on payment by documentary credit, then, unless otherwise agreed, the Buyer must arrange for a documentary credit in favour of the Seller to be issued by a reputable bank, subject to the
Uniform Customs and Practice for Documentary Credits published by the International Chamber of Commerce,
5.4 If the parties have agreed on payment by documentary collection, then, unless otherwise agreed,
documents will be tendered against payment (D/P) and the tender will in any case be subject to the Uniform Rules for Collections published by the International Chamber of Commerce.
5.5 To the extentthatthe parties have agreed that payment is to be backed by a bank guarantee, the Buyer is to provide, at least 30 days before the agreed date of delivery or at least 30 days before the earliest date
within the agreed delivery period, a first demand bank guarantee subjectto the Uniform Rules for Demand
Guarantees published by the International Chamber of Commerce, or a standby letter of credit subject either to such Rules orto the Uniform Customs and Practice for Documentary Credits published by the International
Chamber of Commerce, in either case issued by a reputable bank.
ART. 6 INTEREST IN CASE OF DELAYED PAYMENT
6.1 If a party does not pay a sum of money when it falls due the other party is entitled to interest upon that sum from the time when payment is due to the time of payment.
6.2 Unless otherwise agreed, the rate of interest shall be 2% above the average bank short-term lending rate to prime borrowers prevailing for the currency of payment at the place of payment, or where no such rate
will run from the date ofthe notice. Liquidated damages for delay shall not exceed 5% ofthe price ofthe delayed goods or such other maximum amount as may be agreed.
the price ofthe non-delivered goods.10.5 The remedies underthis article are exclusive of any other remedy for delay in delivery or non-delivery.
ART. 7 RETENTION OF TITLE
Ifthe parties have validly agreed on retention oftitle, the goods shall remain the property ofthe Seller until the complete payment of the price, or as otherwise agreed.
ART. 8 CONTRACTUAL TERM OF DELIVERY
Unless otherwise agreed, delivery shall be "Ex Works" (EXW).
ART. 9 DOCUMENTS
Unless otherwise agreed, the Seller must provide the documents (if any) indicated in the applicable Incoterm or, if no Incoterm is applicable, according to any previous course of dealing.
ART. 10 LATE-DELIVERY, NON-DELIVERY AND REMEDIES THEREFOR
10.1 When there is delay in delivery of any goods, the Buyer is entitled to claim liquidated damages equal to 0.5% or such other percentage as may be agreed of the price of those goods for each complete week of delay, provided the Buyer notifies the Seller of the delay. Where the Buyer so notifies the Seller within 15 days from the agreed date of delivery, damages will run from the agreed date of delivery or from the last day within the agreed period of delivery. Where the Buyer so notifies the Seller after 15 days of the agreed date of delivery, damages
10.2 If the parties have agreed upon a cancellation date in Box A-9, the Buyer may terminate the Contract by notification to the Seller as regards goods which have not been delivered by such cancellation date for any
reason whatsoever (including a force majeure event).
10.3 When article 10.2 does not apply and the Seller has not delivered the goods by the date on which the Buyer has become entitled to the maximum amount of liquidated damages under article 10.1 , the Buyer may give notice in writing to terminate the Contract as regards such goods, ifthey have not been delivered to the Buyer within 5 days of receipt of such notice by the Seller.
10.4 In case oftermination of the Contract under article 10.2 or 10.3 then in addition to any amount paid or payable under article 10.1 , the Buyer is entitled to claim damages for any additional loss not exceeding 10% of
ART. 11 NON-CONFORMITYOF THE GOODS
11.1 The Buyer shall examine the goods as soon as possible after their arrival at destination and shall notify
the Seller in writing of any lack of conformity of the goods within 15 days from the date when the Buyer discovers or oughtto have discovered the lack of conformity. In any case the Buyer shall have no remedy for lack of
conformity if he fails to notify the Seller thereof within 1 2 months from the date of arrival of the goods at the
agreed destination.
11.2 Goods will be deemed to conform to the Contract despite minor discrepancies which are usual in the
particular trade or through course of dealing between the parties but the Buyer will be entitled to any abatement ofthe price usual in the trade orthrough course of dealing for such discrepancies.
11.3 Where goods are non-conforming (and provided the Buyer, having given notice ofthe lack of conformity in compliance with article 1 1 .1 , does not elect in the notice to retain them), the Seller shall at his option:
(a) replace the goods with conforming goods, without any additional expense to the Buyer, or
(b) repairthe goods, withoutany additional expense to the Buyer, or
(c) reimburse to the Buyer the price paid for the non-conforming goods and thereby terminate the Contract
as regards those goods.
The Buyer will be entitled to liquidated damages as quantified under article 10.1 for each complete week of delay between the date of notification ofthe non-conformity according to article 1 1 .1 and the supply of substitute goods under article 1 1 .3(a) or repair under article 1 1 .3(b) above. Such damages may be accumulated with damages (if any) payable under article 10.1 , but can in no case exceed in the aggregate 5% ofthe price ofthose goods.
11.4 If the Seller has failed to perform his duties under article 1 1 .3 by the date on which the Buyer becomes
entitled to the maximum amount of liquidated damages according to that article, the Buyer may give notice in
writing to terminate the Contract as regards the non-conforming goods unless the supply of replacement goods
or the repair is effected within 5 days of receipt of such notice by the Seller.
11.5 Where the Contract is terminated under article 1 1 .3(c) or article 1 1 .4, then in addition to any amount paid or payable under article 1 1 .3 as reimbursement of the price and damages for any delay, the Buyer is entitled to
damages for any additional loss not exceeding 10% of the price of the non-conforming goods.
11.6 Where the Buyer elects to retain non-conforming goods, he shall be entitled to a sum equal to the
difference between the value of the goods at the agreed place of destination if they had conformed with the
Contract and their value at the same place as delivered, such sum not to exceed 1 5% of the price of those
goods.
11.7 Unless otherwise agreed in writing, the remedies under this article 1 1 are exclusive ofany other remedy for non-conformity.
11.8 Unless otherwise agreed in writing, no action for lack of conformity can be taken by the Buyer, whether before judicial or arbitral tribunals, after 2 years from the date of arrival of the goods. It is expressly agreed that after the expiry of such term, the Buyer will not plead non-conformity of the goods, or make a counter-claim
thereon, in defence to any action taken by the Seller against the Buyer for non-performance of this Contract.
ART. 12 COOPERATION BETWEEN THE PARTIES
12.1 The Buyer shall promptly inform the Seller of any claim made against the Buyer by his customers orthird parties concerning the goods delivered or intellectual property rights related thereto.
12.2 The Seller will promptly inform the Buyer of any claim which may involve the product liability of the
Buyer.
ART. 13 FORCE MAJEURE
13.1 A party is not liable for a failure to perform any of his obligations in so far as he proves:
(a) thatthe failure was due to an impediment beyond his control, and
(b) that he could not reasonably be expected to have taken into accountthe impediment and its effects upon his ability to perform at the time of the conclusion of the Contract, and
(c) that he could not reasonably have avoided or overcome it or its effects.
13.2 A party seeking relief shall, as soon as practicable afterthe impediment and its effects upon his ability to perform become known to him, give notice to the other party of such impediment and its effects on his ability to perform. Notice shall also be given when the ground of relief ceases.
Failure to give either notice makes the party thus failing liable in damages for losswhich otherwise could have been avoided.
13.3 Without prejudice to article 10.2, a ground of relief under this clause relieves the party failing to perform from liability in damages, from penalties and other contractual sanctions, except from the duty to pay interest on money owing as long as and to the extent that the ground subsists.
13.4 If the grounds of relief subsistfor more than six months, either party shall be entitled to terminate the Contract with notice.
ART. 14 RESOLUTION OF DISPUTES
14.1 Unless otherwise agreed in writing, all disputes arising in connection with the present Contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more
arbitrators appointed in accordance with the said Rules.
14.2 An arbitration clause does not prevent any party from requesting interim or conservatory measures from the courts.