Sales

International Sales Contract Template

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International Sales Contract Template

This document defines the terms and conditions governing the sale of products or services between the Seller and Client, outlining their rights, responsibilities, and obligations.
Contract Details
Contract Reference Number: [Unique ID] | Seller: [Full Legal Name of Seller]
Client: [[Full Legal Name of Client]] | Effective Date: [project.createdDate]

Identifying Parties to the Agreement

Accurate identification of all parties is fundamental to the validity and enforceability of any contract. This section precisely details the legal entities involved, their official addresses, and the designated individuals authorized to act on their behalf.
Seller Information
Legal Name : [Full Legal Name of Seller] Registered Address : [Seller's Address]
Client I
Legal Name : [Full Legal Name of Client] Registered Address : [Client's Address]
This Sales Contract (this “Agreement”), effective as of , is entered into by and between [Full Legal Name of Seller], a company duly organized and existing under the laws of [Jurisdiction], having its principal place of business at [Seller's Address] (hereinafter referred to as the “Seller”), and [Full Legal Name of Client], a company having its registered office at [Client's Address] (hereinafter referred to as the “Buyer”).

Whereas, the Seller is engaged in the manufacturing and/or distribution of [Product Description] , and
Whereas, the Buyer desires to purchase such products from the Seller, and the Seller agrees to sell such products to the Buyer, strictly in accordance with the terms and conditions set forth in this Agreement, unless otherwise mutually agreed in writing by the parties.

Now, therefore, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound, the parties hereby agree as follows:
1. APPLICABILITY
Buyer may place purchase orders (“Orders”) for Seller’s products. All Orders are governed exclusively by this Sales Contract unless otherwise agreed in writing. Oral agreements are excluded. Any additional or conflicting terms in Buyer’s order documents are rejected unless expressly accepted in writing by Seller.
2. DELIVERY
Delivery will be as stated in the Order or Seller’s quoted lead time, whichever is later. Transportation costs will be invoiced to Buyer. Seller may make early, partial, or accelerated shipments.
3. INSPECTION
Buyer shall inspect products upon receipt and notify Seller of any nonconformance within fifteen (15) days. Failure to notify constitutes acceptance. Inspection at Seller’s facility is not permitted unless agreed in writing.
4. APPLICABLE LAW
This Agreement shall be governed by the laws of the jurisdiction where Seller accepts the Order, excluding conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
5. EXPORT
Buyer is responsible for compliance with U.S. export laws and obtaining required licenses. Seller is not liable for delays or failures caused by export license denial, cancellation, or changes in export regulations.
6. LIMITATION OF LIABILITY
Seller’s liability shall not exceed the price paid for the product giving rise to the claim. Seller shall not be liable for incidental, special, or consequential damages.
7. NONDISCLOSURE
The Buyer shall not use, copy, or disclose the Seller’s proprietary information without the Seller’s prior written consent. Such information shall be used only as permitted under this agreement.
8. PATENT INDEMNITY
Seller shall indemnify Buyer against valid U.S. patent infringement claims related to Seller-designed products, subject to notice and defense control. Seller may modify, replace, license, or credit the product. Buyer shall indemnify Seller for infringement arising from Buyer-provided designs or unauthorized combinations.
9. SOFTWARE LICENSE
Seller grants Buyer a limited, non-exclusive, non-transferable license to use Seller-provided software solely as intended. Buyer shall not copy, modify, reverse engineer, or disclose the software. The license may be terminated for breach or upon written notice.
10. SPECIAL TOOLING AND DATA
All tooling, software, data, drawings, and related materials used in manufacturing remain Seller’s property unless otherwise agreed in writing.
11. CHANGES
The Seller reserves the right to make changes, enhancements, modifications, or improvements to its products, features, specifications, or functionality at any time. Such updates or improvements may be implemented without prior notice and without any obligation to apply, retrofit, or update those changes to products that have already been delivered, sold, or made available previously.
12. PRICES AND PAYMENTS
All prices are in USD. Payment terms are net thirty (30) days unless otherwise stated. Seller may correct pricing errors and modify credit terms. Late payments may result in order suspension, interest charges, or other legal remedies.
13. SETOFF
The Buyer shall pay all amounts due, payable, or owing under this agreement in full, without any setoff, counterclaim, deduction, withholding, or reduction of any kind. All payments must be made regardless of any dispute, claim, or alleged breach, and no amounts may be withheld or delayed on account of any present or future claims the Buyer may have against the Seller or any third party.
14. WARRANTY
Seller warrants that products will conform to Seller specifications and be free from defects for twelve (12) months from shipment. Buyer must notify Seller of defects within the warranty period and obtain an RMA before return. Seller’s sole obligation is repair or replacement. All other warranties are disclaimed, and Seller is not liable for indirect or consequential damages.
15. EXCUSABLE DELAY
Seller shall not be liable for delays caused by events beyond its reasonable control, including government actions, natural disasters, labor issues, material shortages, or third-party delays.
16. CANCELLATION
Buyer may cancel any affected portion of an Order if Seller defaults, becomes insolvent, suspends operations, or becomes subject to bankruptcy or similar proceedings.
17. DISPUTES
Disputes involving U.S.-incorporated Buyers shall be resolved by courts of competent jurisdiction. Disputes involving non-U.S. Buyers shall be resolved by binding arbitration under mutually agreed procedures.
18. TAXES
Prices exclude applicable taxes and duties. Buyer is responsible for all such taxes, which Seller may invoice separately. This clause survives Order completion.
19. ASSIGNMENT
Neither party may assign or transfer this Order, in whole or in part, without the prior written consent of the other party, and any unauthorized assignment shall be invalid. This Order shall remain binding on the original parties unless such consent is properly obtained.
20. WAIVER
Failure by either party to enforce any right or provision shall not be deemed a waiver of that right, nor shall it affect the enforcement of such right or any other rights in the future.
21. SEVERABILITY
If any provision of this agreement is held to be invalid or unenforceable, such provision shall be deemed severed. The remaining provisions shall continue in full force and effect. This agreement shall be interpreted to best reflect the original intent of the parties.
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SENDER
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[sender.company]
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[Buyer Company]

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Growlity
Evoke Strategy
Uffizio
Charge&Go
Aktiv
Story99
Scribd
Prolexity
Hero
Accenture
Vyapar
Storyboard Films
Infosys
TCS
FinoWorks Technologies
Growlity

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