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Model Contract

This document outlines an international sales contract between Vietnam Coffee Exports Co., Ltd. and EU Coffee Importers GmbH for the sale of 1,000 metric tons of Arabica coffee beans for $2,500,000, with delivery terms set to CIF Hamburg by December 31, 2023. The contract includes provisions for inspection, payment conditions, liability for delays, and dispute resolution through ICC Arbitration in Paris. It is governed by the CISG and includes force majeure clauses and retention of title until full payment is made.

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K61 TRẦN TRUNG HIẾU
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14 views4 pages

Model Contract

This document outlines an international sales contract between Vietnam Coffee Exports Co., Ltd. and EU Coffee Importers GmbH for the sale of 1,000 metric tons of Arabica coffee beans for $2,500,000, with delivery terms set to CIF Hamburg by December 31, 2023. The contract includes provisions for inspection, payment conditions, liability for delays, and dispute resolution through ICC Arbitration in Paris. It is governed by the CISG and includes force majeure clauses and retention of title until full payment is made.

Uploaded by

K61 TRẦN TRUNG HIẾU
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as DOCX, PDF, TXT or read online on Scribd
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INTERNATIONAL SALES CONTRACT

(Manufactured Goods Intended for Resale)

A. SPECIFIC CONDITIONS
Parties
Seller Contract Person Buyer Contract Person
[Vietnam Coffee Exports Co., Ltd.]
Address: [Hanoi, Vietnam] [Nguyen Van A]
Tel: [XXX-XXX-XXXX] [EU Coffee Importers GmbH]
Address: [Berlin, Germany] [Hans Schmidt]
Tel: [XXX-XXX-XXXX]
Governing Terms: This contract is governed by these Specific Conditions and
the ICC General Conditions of Sale (Part B).

Signatures:

Seller Signature Buyer Signature


Place: Hanoi, Vietnam Place: Berlin, Germany
Date: [●] Date: [●]
A1. Goods Sold
Description: 1,000 metric tons of Arabica coffee beans, Grade AA, conforming
to EU Regulation No. 1234/2007 on coffee quality standards. Moisture content
≤ 12%, free from foreign matter.

A2. Contract Price


Currency: USD
Amount:

In numbers: $2,500,000.00
In letters: Two million five hundred thousand United States dollars.

A3. Delivery Terms


Incoterm: CIF Hamburg, Germany (Incoterms 2000).
Carrier: [Vietnam Shipping Lines], Address: [Ho Chi Minh City, Vietnam].

A4. Time of Delivery


Delivery shall be completed by December 31, 2023.

A5. Inspection of the Goods


☑ Before shipment.
Place of inspection: Port of Ho Chi Minh City, Vietnam, by an independent
inspector (e.g., SGS).

A6. Retention of Title


☑ Yes. Title retains with Seller until full payment.

A7. Payment Conditions


☑ Irrevocable documentary credit (Art. 5.3):

Confirmed by a reputable EU bank.

Available by payment at sight.

Partial shipments: ☑ Allowed. Transshipment: ☑ Allowed.

Credit must be notified to Seller 30 days before shipment.

A8. Documents
Seller shall provide:
☑ Commercial Invoice
☑ Certificate of Origin
☑ Phytosanitary Certificate
☑ Weight and Quality Certificate (issued by SGS)
☑ Insurance Policy (for CIF)

A9. Cancellation Date


If goods are not delivered by January 15, 2024, Buyer may cancel the contract.

A10. Liability for Delay


Liquidated damages: 1% of delayed goods’ price per week, capped at 5%.
Termination liability limited to 10% of non-delivered goods’ price.

A11. Limitation of Liability for Non-Conformity


Seller’s liability capped at 15% of contract price.

A13. Time-Bar
Buyer must notify non-conformity within 12 months of goods’ arrival.

A14. Applicable Law


(a) Governed by CISG.
(b) Residual issues governed by Vietnamese law.

A15. Resolution of Disputes


☑ ICC Arbitration (Paris, France).
A16. Other
Force Majeure: Includes natural disasters, pandemics, or governmental
restrictions in Vietnam or the EU.

Packing: Jute bags, 50 kg each, marked for EU compliance.


INCORPORATION OF GENERAL CONDITIONS (PART B)
All terms in Part B apply unless modified above.

Seller
[Signature and Stamp]
Buyer
[Signature and Stamp]

This contract is executed in duplicate, both copies being equally valid.

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