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Modele de document et de lettre : Contrat de vente internationale de marchandises

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International Sale of Goods

[FORME JURIDIQUE DE LA SOCIETE], a limited liability company under the laws of France, registered office (France), represented by [NOM VENDEUR] in his capacity as Managing Director, hereinafter called, “the Seller”,

[FORME JURIDIQUE DE LA SOCIETE], a limited liability company under the laws of
[LIEU ETABLISSEMENT], registered office, [ADRESSE SIEGE SOCIAL], represented by
[NOM ACHETEUR] in his capacity as CEO, hereinafter called “the Buyer”,
Article 1 - Definition
The Seller shall sell to the Buyer the above mentioned goods [MARCHANDISES], defined hereinafter as “products”.
Article 2 - Certification
A verification of the products will be carried out on the basis of AQL systems. For a lot of 1,000 units, 32 pieces will be examined. A lot with 1 defect in 32 will be accepted; 4 defects will result in the lot being rejected. A lot with 2 or 3 defects will be re-examined
Article 3 - Making-up, Packing and Marking
Each product is to be tag-marked, each tag to be sewn at the right-hand side of the end edge of the sheet; each product is to be packed in a plastic bag [dimension] with a cardboard [dimension] in the middle. The bag is to be closed with printed cardboard. Products are to be packed in waterproof boxes. Pallets of [number] boxes are to be made, suitably packaged. Loading must be seaworthy. Shipping marks must be on four sides, indicating company, pallet number, and ”NO HOOKS TO BE USED”.
Article 4 - Consignment Documents
        Complete set of freight-paid clean on board negotiable bills of fading marked “loaded and/or received on board” (Letter of guarantee for any missing copies) or delivery order raised by the carrier;
        Policy, or insurance certificate marked which complies with regular trade conditions or “letter of guarantee”;
        Certificate of origin or movement, or letter of guarantee in provisional replacement;
        Any certificate and document required under international Agreements applying to product transactions between the country of origin and the country of destination.
N.B.: The buyer may demand that all letters of guarantee be bank guaranteed.
Article 5 – Date and Place of Delivery
Shipment shall be provided to buyer by direct remittal of the said products within a maximum period defined hereunder after acceptance of the order by Seller.
Shipment shall be provided within the period defined hereunder:
By plane: Maximum period of [DATE LIVRAISON] weeks/ months delivered in
By sea: Maximum period of [DATE LIVRAISON] weeks /months delivered in [LIEU LIVRAISON]
Upon reception, Buyer shall check the products and shall give notice of any possible claims to the other Party by registered letter with bill of receipt not later than 3 (three) days after reception of the said products, in the event the said products shall be considered with hidden and latent defects.
Article 6 - Price

Article 7 - Insurance
To be covered by Seller.
Article 8 – Return of the Goods
In the event the products shall be considered with hidden and latent defects, the return of the products hereunder shall be accepted after acceptance of Buyer and Seller. The invocating Party shall give notice to the other Party by registered letter with bill of receipt, or by telex or facsimile transmission within eight days of the event within a three days’ period after reception of the said products.
In the event products shall be returned, the reception of the said products by Seller shall lead automatically to a credit for the benefit of the Buyer.
Once the hidden and latent defects have been considered, Buyer shall be either reimbursed, or shall obtain the replacement of the said products.
Article 9 – Transfer of Title
In the event of non-payment by the Buyer for documents complying with the conditions of this sale, the Seller may give him formal notice to effect payment within forty-eight hours.
If payment is not made within that period the Seller may freely dispose of the goods and, declaring the Buyer to be in default, may ask for the terms of the close-out of this contract to be fixed by means of arbitration (with any price difference, penalty and interest to be borne by the Buyer).
Article 10 - Payment
By irrevocable letter of credit, at sight.
Article 11 - Warranty
All products are considered to be without hidden and latent defects within a period of three days after delivery.
Seller shall replace free of charge any product which does not comply with the specific conditions referred hereunder.
Article 12 - Force Majeure
The claim for force majeure shall be made not later than eight days after the shipment period failing which it shall be deemed to be inadmissible. In the event of shipment being prevented or delayed by reasons of unforeseeable and insurmountable events resulting from a ban on exports, fire, strike, lockout, riot, war, revolution or other cases of force majeure, the shipment period shall be extended by one month.
If the shipment delay exceeds one month the Buyer shall have the option:
        Either of terminating this contract in respect of any quantity not shipped;
        Or of continuing to perform this contract by a shipment effected as soon as the original cause of the prevention or delay has ceased to exist, but not later than five months after the end of the first month's extension. When this period has elapsed, this contract shall be automatically cancelled for any quantity not shipped.
This above mentioned option shall be declared in writing by the Buyer to the Seller as soon as the latter has notified the inability to ship during the extended period but not later than seven days from the end of the month following the shipment period stipulated in this contract.
This contract shall be deemed void if the Buyer does not declare the above-mentioned option in the manner set out above. In all cases it shall be for the Seller to give prompt notice to the Buyer and supply proof of force majeure.
Article 13 - Cancellation
In the event the obligations of one of the Parties don't comply with the articles referred to hereunder, the contract shall be, if required by the creditor of the said obligations, cancelled, by giving notice to such termination to the debtor of the obligations within one month. Such notice shall serve to discharge the Parties hereto from their mutual obligations and responsibilities under this Agreement with respect to such products.
Cancellation of the contract shall be effective thirty days within the creditor's inefficient notice.
Article 14 - Arbitration Clause
By express Agreement, any dispute arising between the Seller and the Buyer for any reason whatsoever relating to this contract shall be settled by arbitration by the “International Chamber of Commerce” (ICC) in accordance with its rules which both Parties declare they are familiar with and accept. The arbitration award shall be final and not subject to appeal.
Article 15 - Applicable Law
This contract and its consequences shall be subject to French Law.
Article 16 - Language
This Agreement exists in six original copies, in English.
Any translation, particularly into Korean or French, shall be reputed for the sole needs of Party responsible for requesting, performing or commissioning the translation.
In the event of a dispute, the English original shall prevail.
Article 17 - Registration and fiscal Charges
All charges, taxes and duties payable with respect to the Agreement above shall be borne, in each country, by the resident Party who undertakes to make prompt payment and comply with all fiscal requirements in respect of the Agreement.

Agreement made in
[VILLE SIGNATURE DU CONTRAT], this day of [DATE SIGNATURE CONTRAT], in 6 (six) original copies.

The Seller                                        The Buyer
[NOM VENDEUR]                                [NOM ACHETEUR]


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