Contract No. NA | Date: NA
This Export Sales Contract ("Contract") is made and entered into on the date stated above, by and between:
NA, having its registered office at NA (hereinafter the "Seller"/"Exporter"),
AND
NA, having its registered office at NA (hereinafter the "Buyer"/"Importer"),
(each a "Party" and together the "Parties"), on the following terms:
1. Scope of Contract. This Contract governs the sale and export of the goods described in Clause 2, transported by any mode or means other than as bulk cargo by sea (i.e., unpackaged/loose cargo carried in a vessel’s hold rather than in containers or unitized packing). Bulk sea shipments are outside the scope of this Contract and require a separate agreement between the Parties.
2. Goods.
•Description & specification: NA
•HS Code: NA
•Quantity: NA
•Packing & marking: NA
3. Price & Contract Value. The unit price is NA, and the total Contract value is NA, on NA basis (Incoterms® 2020). The price is fixed and shall not be subject to escalation except by written amendment signed by both Parties.
4. Payment Terms.
[Select a Payment Method in field 13 — the matching payment clause appears here, and the other four are deleted.]
4.1 Documents Under the L/C / Collection. The following documents shall be presented by the Seller for negotiation or collection under the payment mechanism set out in this Clause 4: NA.
4.2 Documents Outside the L/C / Collection. The following documents shall be sent by the Seller directly to the Buyer, outside the L/C or collection mechanism: NA.
4.3 Bank Charges & Account. All charges levied by the Seller’s bank shall be borne by the Seller, and all charges levied by the Buyer’s bank — including L/C opening, confirmation, and amendment charges, where applicable — shall be borne by the Buyer, unless otherwise agreed in writing. The Seller’s account for remittance under this Clause is: NA.
5. Shipment & Delivery. Shipment shall be effected within NA, from NA to NA. NA. Time of shipment is of the essence. The Seller shall notify the Buyer of the shipment date, vessel/flight details, and provide shipping documents within 3 working days of dispatch.
6. Documents. The Seller shall furnish the Buyer with: commercial invoice, packing list, bill of lading/airway bill, certificate of origin, and any additional certificates specified by the Buyer or required by the destination country’s customs authority (e.g. phytosanitary, fumigation, quality/inspection certificates).
7. Inspection & Quality.
•Where the Parties have agreed to a pre-shipment quality inspection mechanism, including appointment of a third-party inspection agency (NA), the inspection report so issued shall be final and binding on both Parties, and no quality-related claim may thereafter be raised by the Buyer at the port of discharge.
•Where the Parties have not agreed to any pre-shipment quality inspection, the Buyer may raise a quality claim at the port of discharge, supported by a report from an internationally recognised inspection agency, within 14 days of arrival of the goods at the destination port, failing which the goods shall be deemed accepted.
•Any loss of or damage to the goods occurring during international transit shall be claimed by the Buyer directly against the insurer under the marine/transit insurance policy referred to in Clause 8, and shall not constitute a quality claim against the Seller.
8. Insurance. Marine/transit insurance for the shipment shall be arranged and borne by NA, consistent with the Incoterm selected in Clause 3. Where the Incoterm places this obligation on the Seller, the policy shall cover no less than 110% of the CIF value. Claims for loss of or damage to the goods in transit shall be made by the Buyer directly to the insurer, in accordance with Clause 7.
9. Taxes, Duties & Compliance. Each Party shall bear its own taxes, duties, and statutory levies applicable in its own jurisdiction, except where the selected Incoterm expressly allocates these differently. Each Party shall be responsible for obtaining its own import/export licenses, permits, and regulatory clearances necessary to perform this Contract.
10. Force Majeure. Neither Party shall be liable for delay or failure to perform due to events beyond its reasonable control, including natural disaster, war, strikes, port congestion, epidemic, or government action. The affected Party shall notify the other in writing within 7 days of the event and resume performance as soon as reasonably possible. If the event continues beyond 60 days, either Party may terminate this Contract by written notice without further liability, other than for obligations already accrued.
11. Warranties. The Seller warrants that the goods shall conform to the agreed specifications and shall be free from defects in material and workmanship at the time of shipment. This warranty does not extend to damage occurring after risk has passed to the Buyer under the applicable Incoterm.
12. Limitation of Liability. Neither Party’s aggregate liability under this Contract shall exceed the total Contract value, except in cases of fraud, wilful misconduct, or gross negligence. Neither Party shall be liable for indirect, incidental, or consequential losses, including loss of profit or business opportunity.
13. Confidentiality. Each Party shall keep confidential all commercial and technical information disclosed by the other Party in connection with this Contract, and shall not disclose it to third parties without prior written consent, except as required by law.
14. Termination. Either Party may terminate this Contract by written notice if the other Party commits a material breach that is not remedied within 14 days of notice, or becomes insolvent. Termination shall not affect rights or obligations accrued prior to the termination date.
15. Governing Law & Dispute Resolution. This Contract shall be governed by NA. Any dispute arising out of or in connection with this Contract shall first be referred to good-faith negotiation between the Parties, failing which it shall be finally resolved by arbitration under NA, whose decision shall be final and binding on both Parties.
16. Notices. All notices under this Contract shall be in writing and sent to the addresses stated above (or such other address as either Party may notify), by email with confirmation of receipt, or by courier.
17. Entire Agreement & Amendment. This Contract constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior negotiations or agreements, whether oral or written. Any amendment shall be valid only if made in writing and signed by both Parties.
18. Assignment. Neither Party may assign or transfer its rights or obligations under this Contract without the prior written consent of the other Party.
19. Severability. If any provision of this Contract is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Contract on the date first written above.
