Law & contractsen
International sales contract
An agreement between a seller and buyer in different countries for the sale of goods, subject to specific international trade rules.
An international sales contract is the agreement whereby a seller undertakes to deliver goods to a buyer in another country, in return for payment of a price. It is the most common contract in international trade.
Essential elements to include:
- Identification of parties and their representatives
- Description of goods: technical specifications, quantities, quality
- Price and payment terms: currency, deadlines, payment instruments
- Incoterm: allocation of costs, risks and logistics obligations
- Delivery deadlines and late delivery penalties
- Warranties: conformity, latent defects, duration
- Governing law and dispute resolution: jurisdiction or arbitration
- Special clauses: force majeure, hardship, confidentiality, intellectual property
The contract may be subject to the CISG (automatically if both countries are signatories), a national law chosen by the parties, or a combination of both.
It is strongly recommended to formalise the contract in writing, even though the CISG does not require any particular form (Article 11). A well-drafted contract prevents disputes and facilitates their resolution.