Agreement for International Sale of Goods with United States Buyer by pellcity27


This form is intended for use in a sale of goods transaction between a buyer in the United States and a buyer in a foreign country. This form is drafted from the seller's perspective and contains “pro-buyer” provisions with respect to damages, changes, Orders, and remedies. This form covers the terms and conditions of Purchases and sales to be made over an extended period. Many of the provisions included in the agreement are similar to those that would be found in a sales agreement between two domestic parties.

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									        Agreement for International Sale of Goods with United States Buyer

Sales agreement made effective (date), between (Name of Seller), a corporation
organized and existing under the laws of the Country of (Name of Country), with its
principal office located at (address), referred to herein as Seller, and (Name of Buyer), a
corporation organized and existing under the laws of the state of (name of state), with
its principal office located at (address), referred to herein as Buyer.

Whereas, the parties contemplate that Buyer will purchase from Seller and Seller will
sell to Buyer certain Product items on an ongoing basis; and

Whereas, to avoid having to resolve questions of conflicting terms and conditions on
purchase orders and purchase order acknowledgments each time Buyer places an order
with Seller, the parties are willing to enter into an Agreement that sets forth the terms
and conditions that will govern all such transactions between them;

Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the parties agree as follows:
1.     DEFINITION OF PRODUCT. The term Product means those items for which Buyer
issues to Seller a purchase order during the term of this Agreement.

2.     ISSUANCE OF PURCHASE ORDERS. Buyer may issue purchase orders (hereinafter
called the Purchase Order or Order) to Seller from time to time. Each Purchase Order
must contain a description of the Products ordered, the quantities and prices, the
shipment schedule, the terms and place of delivery, and the following notation: “This
Order is issued pursuant and subject to Agreement No. (number) between Seller and
Buyer.” Every Purchase Order issued by Buyer to Seller following the effective date of
this Agreement and bearing this notation is governed by and is deemed to include the
provisions of this Agreement. In the event of any inconsistency between the terms and
conditions of this Agreement and the terms of a Purchase Order, the terms and
conditions of this Agreement prevail.

       A.     All items must be suitably packed, marked, and shipped as designated by
       Buyer or, in the absence of a designation, in accordance with the requirements of
       common carriers in a manner to secure lowest transportation cost, and no
       additional charge is to be made to Buyer.

       B.     Prices for products shall be ex works Buyer's facility at (address).

       C.     There will be no additional charges to Buyer for packing.
      D.     Seller will insure shipments by commercial surface shippers at full value
      plus _____%. Seller will not insure air freight shipments for more than the
      minimum coverage offered by the carrier.

      E.     Shipments for which the Buyer is responsible for transportation charges
      must be properly described on the bill of lading to obtain the lower applicable
      charge. The lowest valuation available must be declared when the carrier offers
      released valuation rates.

      F.    All local, state, and federal excise, sales, and use taxes, when applicable,
      must be stated separately on Seller's invoices.

      G.    Seller's invoices will contain the following information: (i) Buyers' Purchase
      Order number; (ii) part number; (iii) description of goods shipped; and (iv)
      quantity of goods shipped and unit price applicable to the goods.

      H.     Payment must be made as agreed by the parties for each Order.

4.   TERM. The term of this Agreement for purposes of Purchase Order placement
commences on the effective date stated above and continues for a period of (number of
months or years).

      A.      Seller will expend its best efforts to conform to the mutually agreed
      delivery date or dates for products ordered pursuant to this Agreement. The
      mutually agreed delivery date for purposes of a Purchase Order placed pursuant
      to this Agreement must be a date that allows, at the minimum, the lead time,
      expressed in weeks, after receipt of Order. In the event of failure of delivery on
      the delivery date, Buyer will give Seller written notice of delinquency allowing
      Seller a reasonable time to cure. In no event will Seller be considered in default of
      its obligation under this Agreement to deliver until (number) days after this
      notice. Unless otherwise specified in connection with a particular Order placed
      pursuant to this Agreement, title to and risk of any loss of or damage to the
      products passes from Seller to Buyer when they are delivered as specified in the
      Order, except for loss or damage resulting from Seller's fault or negligence or
      failure to comply with an Order. Passing of title upon the delivery does not
      constitute acceptance of the products. Seller will notify Buyer immediately of any
      circumstances that may cause a delay in delivery, stating the estimated period
      and reasons for delay and, if requested by Buyer, will use additional effort,
      including premium effort, and ship via air or other expedited routing to avoid or
       minimize delay to the maximum extent possible, all at no change in the price, and
       without prejudice to any of Buyer's rights or remedies.

       B.      In spite of any other provisions of this Agreement, if shipment cannot be
       or is not made within (number) days after the date scheduled on any Order,
       Buyer may, upon knowledge of the fact and whether or not the delay would be
       excusable as provided below, terminate the Order by written notice to Seller and,
       in spite of any other provisions of this Agreement, the termination will be
       without cost to Buyer and will discharge all obligations and liabilities of the
       parties under the Order except as to products delivered previously.

       C.      Buyer has the option to accept or reject goods received from Seller that
       are either improperly delivered or are nonconforming goods. Buyer must give
       Seller notice, within (number) days after receipt of the goods, of Buyer's intention
       to accept or reject the goods.

6.     EXCUSABLE DELAY. Neither party is liable to the other for damages for any delay
arising out of causes beyond its reasonable control and without its fault or negligence.

7.      INSPECTION. Seller will inspect and test all products prior to shipment to Buyer.
Notwithstanding any prior payment or inspection by Buyer, all products are subject to
final inspection and acceptance by Buyer at Buyer's facility at (address), or in accordance
with quality control standards to be agreed upon by Buyer and Seller. Buyer will make
final inspection and acceptance or rejection within (number) days after receipt of
products, and failure of Buyer to reject any Product within (number) days after receipt
constitutes acceptance. If Buyer rejects any Product for failure to conform to the
requirements of an Order, Buyer will notify Seller of the rejection, giving detailed
reasons for the rejection. Seller then has the option to repair or replace the
nonconforming Product within (number) days at Buyer's or Seller's facility. Rejected
items to be returned to Seller must be shipped at Seller's expense. If Seller fails to act to
correct any nonconforming Product within (number) [number of days] days after notice
by Buyer, then Buyer may, at Seller's risk and expense, return any nonconforming
Product to Seller.

       A.     Seller warrants to Buyer that all products delivered under an Order are
       free from defects in materials and workmanship, that all products conform to the
       requirements of the Order including, but not limited to, the applicable
       descriptions, specifications, and drawings that have been agreed to by the parties
       and, to the extent the items are not manufactured pursuant to detailed designs
       furnished by Buyer, that all items will be free from defects in design and suitable
     for the intended purposes. The warranty period extends to final acceptance by
     Buyer or Buyer's customer in accordance with the final acceptance test
     procedures as mutually agreed between Buyer and Seller, whichever occurs last.

     B.      If a defect in the goods is claimed by Buyer, Buyer must allow Seller a
     reasonable time to remedy the defect. Buyer will render necessary assistance to
     Seller and furnish adequate means for operating and testing the goods. If the
     goods prove defective and the defect is not remedied, the particular part,
     attachment, or article that fails to conform to the warranty in this Agreement
     must be returned by Buyer in as good condition as received, except for ordinary
     wear, to the place where it was received. Buyer must immediately notify Seller of
     the return by registered mail addressed to (address), and Seller may then, at the
     option of Buyer, either replace the goods or rescind this Agreement so far as the
     goods are concerned. If any goods are returned by Buyer and the returned goods
     are not replaced by Seller, then Seller will refund to Buyer any money, notes, or
     property paid or given for the goods, or Seller will credit the account of Buyer, in
     a like amount, and no further claim for the defect can be made against Seller.

     C.      Except as otherwise provided in this Agreement, transportation costs of
     returning defective Seller's products to Seller's facilities are to be borne by Seller,
     and transportation costs of returning the products to Buyer are to be borne by

     D.     Seller warrants the accuracy, and agrees to hold Buyer harmless and make
     Buyer whole, concerning any misidentification by Seller of the country of origin of
     the products and the tariff number under which they are exported.

     E.    Any action on a breach of Seller's obligations under this Section must be
     commenced within (number of years or months) after the cause of action has

     A.     As to any product, Buyer reserves the right at any time to make changes in
     (i) drawings and specifications; (ii) methods of packaging and shipping; (iii)
     schedules; (iv) quantities; and (v) the place of delivery. Any difference in price or
     time for performance resulting from the changes will be equitably adjusted and
     the Order will be modified accordingly in writing, but any claim by Seller for any
     adjustment must be made in writing within (number) days of receipt of the
     change Orders.
      B.      Seller will not initiate or make any change or modification in the
      performance, specification, design, materials, or components in or of the Product
      without, in each case, having received Buyer's prior written consent to any
      proposed change or modification. The acceptance of any Product that has been
      so changed or modified without Buyer's prior written consent is subject to
      revocation, and Buyer may reject the Product at any time in spite of any time
      limitations contained elsewhere in this Agreement. Further, Seller is liable and
      shall defend, indemnify, and hold Buyer harmless for any claims or damages,
      direct or indirect, incidental or consequential, arising from or occasioned by any
      change or modification to the Product that has not been approved by Buyer,
      notwithstanding any other limitations or waivers of liability, warranty, or remedy
      contained in this Agreement.

      A.     Seller must keep confidential the features of any equipment, tools, gauges,
      patterns, designs, drawings, engineered data, or other technical or proprietary
      information furnished by Buyer, and will use the items only in performing under
      this Agreement. In no event may Seller use data, designs, or information supplied
      by or on behalf of Buyer or cause others to do so without Buy
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