Business Contract Translation Assignment 2023

1. Class: ML ............. Group: ------------

3. Group members: (full names and index, group leader):
Notes:
- Font: Times New Roman / Arial
- Email subject: IBC - Class : ......- Group ….
- Email : Trinhngocthanhftu@gmail.com
- Deadline: 9pm., 10 March, 2023
- Group work: Translate two contracts from English into Vietnamese and
to submit your assignment in two tables as follows ( File word)
Table 1: (25 words or expressions extracted from each contract)
Word/ Pronunciation Explanation in Meaning in Sentence example
expression English Vietnamese

Affluent (a) / 'æfluənt/ rich, well-off, Giàu có Affluent Western

wealthy, prosperous countries have
implemented policies to
assist developing
countries

( Following are some online dictionaries for your reference

http://www.oxfordlearnersdictionaries.com
http://www.oxforddictionaries.com
http://dictionary.cambridge.org )
http://dictionary.reference.com
http://www.oxforddictionaries.com
http://www.macmillandictionary.com/dictionary/british/
http://www.macmillandictionary.com
Table 3: Contract translation
CONTRACT IN ENGLISH (Exercise) TRANSLATION INTO VIETNAMESE

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General specimen of FOB contract - ICC
Please note: The contracts and guides contained in the present collection have been
selected for illustrative purposes only. Juris International shall not be liable for their
contents or use.
General free on board terms contract (F.O.B.)
Date ____________
Sellers ____________
Intervening as brokers ____________
Buyers ____________ have this day entered into a contract on the following terms
and conditions.
1. Goods ________________________
2. Quantity ________________________
3. Price
____________ per tonne of 1000 kilograms, free on board
4. Quality
Specifications ____________
5. Delivery
Buyers shall tender vessel(s) in readiness to load between ____________
____________ both dates inclusive.
Vessel(s) to load in accordance with the custom at the port of loading unless
otherwise stipulated. Bill of lading shall be considered proof of delivery in the
absence of evidence to the contrary. Buyers have the right to substitute the
nominated vessel, but in any event the original delivery period and any extension
shall not be affected thereby.
6. Nomination
Sellers shall be entitled to receive at least ____________ consecutive days notice of
probable readiness and of the estimated tonnage required.
7. Extension of delivery
The contract period of delivery shall, if desired by Buyers, be extended by an
additional period of 21 consecutive days, provided that Buyers give notice in
accordance with the Notices Clause not later than the next business day following
the last day of the delivery period.

In this event Sellers shall carry the goods for Buyers' account and all charges for
storage, interest, insurance and other such normal carrying expenses shall be for
Buyers' account. Any differences in export duties, taxes, levies etc., between those
applying during original delivery period and those applying during the period of

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extension shall be for the account of Buyers and Sellers shall produce evidence of
the amounts paid for if required by Buyers and in such cases Clause 11 shall not
apply. Should the Buyers fail to present a vessel in readiness to load under the
extension period, Sellers shall have the option of declaring the Buyers to be in default
or shall be
entitled to demand payment at contract price plus such charges as stated above, less
current F.O.B. charges, against warehouse warrants and the tender of such
warehouse warrants shall be considered complete delivery of the contract on the part
of the Sellers.
8. Shipment and classification
Shipment by first class-mechanically self-propelled vessel(s) suitable for the
carriage of the contract goods classed Lloyds 100A1, or equivalent class, or in
accordance with the Institute Classification Clause of the Institute of London
Underwriters, excluding tankers and vessels which are either classified in Lloyd's
Register or described in Lloyd's Shipping Index as "Ore/Oil" vessels.
9. Payment ____________

Final invoices for monies due may be prepared by either party and shall be settled
without delay. If not settled, either party may declare that a dispute has arisen which
may be referred to arbitration as herein provided.
10. Interest
If there has been unreasonable delay in any payment interest appropriate to the
currency involved shall be charged. If such charge is not mutually agreed, a dispute
shall be deemed to exist which shall be settled by arbitration. Otherwise interest shall
be payable only where specifically provided in the terms of the contract or by an
award of arbitration. The terms of this clause do not override the parties obligation
under the Payment Clause.
11. Duties, taxes, levies, etc
All export duties, taxes, levies, etc., present or future, in country of origin or of the
territory where the port or ports of shipment named herein is/are situate, shall be for
Sellers' account.
12. Weighing
____________
13. Sampling and analysis
If required by Buyers, samples shall be taken at time and place of shipment by
Buyers' and Sellers' representatives and analysis instructions given in accordance
with the GAFTA Sampling Rules Form No.124. When superintendents are required
for the purposes of supervision and sampling of the goods in accordance with these
Rules, then the parties agree to appoint from superintendents in the GAFTA

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Approved Register of Superintendents. Methods of Analysis to be prescribed by the
Grain and Feed Trade Association being the GAFTA Regulations, Form 130.
14. Insurance
Marine and War Risk insurance including strikes, riots, civil commotions and mine
risks to be effected by Buyers with first class underwriters and/or approved
companies. Buyers shall supply Sellers with confirmation thereof at least five
consecutive days prior to expected readiness of vessel(s). If Buyers fail to provide
such confirmation Sellers shall have the right to place such insurance at Buyers' risk
and expense.
15. Prohibition
In case of prohibition of export, blockade or hostilities or in case of any executive
or legislative act done by or on behalf of the government of the country of origin or
of the territory where the port or ports of shipment named herein is/are situate,
restricting export, whether partially or otherwise, any such restriction shall be
deemed by both parties to apply to this contract and to the extent of such total or
partial restriction to prevent fulfilment whether by shipment or by any other means
whatsoever and to that extent this contract or any unfulfilled portion thereof shall be
cancelled. Sellers shall advise Buyers without delay with the reasons therefor and, if
required, Sellers must produce proof to justify the cancellation.
16. Force majeure, strikes etc
Sellers shall not be responsible for delay in delivery of the goods or any part thereof
occasioned by any Act of God, strike, lockout, riot or civil commotion, combination
of workmen, breakdown of machinery, fire or any cause comprehended in the term
"force majeure". If delay in delivery is likely to occur for any of the above reasons,
Sellers shall give notice to Buyers by telegram, telex or by similar advice within 7
consecutive days of the occurrence, or not less than 21 consecutive days before the
commencement of the contract period, whichever is later. The notice shall state the
reason(s) for the anticipated delay. If after giving such notice an extension to the
delivery period is required, then the Sellers shall give further notice not later than 2
business days after the last day of the contract period of delivery. If delivery be
delayed for more than 30 consecutive days, Buyers shall have the option of
cancelling the delayed portion of the contract, such option to be exercised by Buyers
giving notice to be received by Sellers not later than the first business day after the
additional 30 consecutive days. If Buyers do not exercise this option, such delayed
portion shall be automatically extended for a further period of 30 consecutive days.
If delivery under this clause be prevented during the further 30 consecutive days
extension, the contract shall be considered void. Buyers shall have no claim against
Sellers for delay or non-delivery under this clause, provided that Sellers shall have

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supplied to Buyers, if required, satisfactory evidence justifying the delay or non-
fulfilment.
17. Notices
All notices served on the parties pursuant to this contract shall be served by letter, if
delivered by hand on day of writing, or by telegram or by telex or by other method
of rapid written communication. A notice to the broker or agent shall be deemed a
notice under this contract.
For the purpose of time limits, the date and time of despatch shall, unless otherwise
stated, be deemed to be the date and time of service. In case of resales all notices
shall be passed on without delay by Buyers to their respective Sellers or vice-versa.
18. Non-business days
Saturdays, Sundays and the officially recognised and/or legal holidays of the
respective countries and any days which The Grain and Feed Trade Association may
declare as non-business days for specific purposes, shall be non-business days.
Should the time limit for doing any act or giving any notice expire on a non-business
day, the time so limited shall be extended until the first business day thereafter. The
period of delivery shall not be affected by this clause.
19. Default
In default of fulfilment of contract by either party, the following provisions shall
apply:
(a) The party other than the defaulter shall, at their discretion have the right, after
giving notice by letter, telegram or telex to the defaulter to sell or purchase, as the
case may be, against the defaulter, and such sale or purchase shall establish the
default price.
(b) If either party be dissatisfied with such default price or if the right at (a) above is
not exercised and damages cannot be mutually agreed, then the assessment of
damages shall be settled by arbitration.
(c) The damages payable shall be based on the difference between the contract price
and either the default price established under (a) above or upon the actual or
estimated value of the goods, on the date of default, established under (b) above.
(d) In all cases the damages shall, in addition, include any proven additional
expenses which would directly and naturally result in the ordinary course of events
from the defaulter's breach of contract, but shall in no case include loss of profit on
any sub-contracts made by the party defaulted against or others unless the
Arbitrator(s) or Board of Appeal, having regard to special circumstances, shall in
his/their sole and absolute discretion think fit.
(e) Damages, if any, shall be computed on the quantity called for, but if no such
quantity has been declared then on the mean contract quantity, and any option

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available to either party shall be deemed to have been exercised accordingly in
favour of the mean contract quantity.
20. Insolvency
If before the fulfilment of this contract, either party shall suspend payments, notify
any of the creditors that he is unable to meet debts or that he has suspended or that
he is about to suspend payments of his debts, convene, call or bold a meeting of
creditors, propose a voluntary arrangement, have an administration order made, have
a winding up order made, have a receiver or manager appointed, convene, call or
hold a meeting to go into liquidation (other than for re-construction or
amalgamation) become subject to an Interim Order under Section 252 of the
Insolvency Act 1986, or have a Bankruptcy Petition presented against him (any of
which acts being hereinafter called an "Act of Insolvency") then the party
committing such Act of Insolvency shall forthwith transmit by telex or telegram or
by other method of rapid written communication a notice of the occurrence of such
Act of Insolvency to the other party to the contract and upon proof (by either the
other party to the contract or the Receiver, Administrator, Liquidator or other person
representing the party committing the Act of Insolvency) that such notice was thus
given within 2 business days of the occurrence of the Act of Insolvency, the contract
shall be closed out at the market price ruling on the business day following the giving
of the notice. If such notice be not given as aforesaid, then the other party, on
learning of the occurrence of the Act of Insolvency, shall have the option of declaring
the contract closed out at either the market price on the first business day after the
date when such party first learnt of the occurrence of the Act of Insolvency or at the
market price ruling on the first business day after the date when the Act of Insolvency
occurred.
In all cases the other party to the contract shall have the option of ascertaining the
settlement price on the closing out of the contract by re-purchase or re-sale, and the
difference between the contract price and the re-purchase or re-sale price shall be
the amount payable or receivable under this contract.
21. Domicile
Buyers and Sellers agree that, for the purpose of proceedings either legal or by
arbitration, this contract shall be deemed to have been made in England, and to be
performed there, any correspondence in reference to the offer, the acceptance, the
place of payment, or otherwise, notwithstanding, and the Courts of England or
arbitrators appointed in England, as the case may be, shall, except for the purpose of
enforcing any award made in pursuance of the Arbitration Clause hereof, have
exclusive jurisdiction over all disputes which may arise under this contract. Such
disputes shall be settled according to the law of England, whatever the domicile,
residence or place of business of the parties to this contract may be or become. Any

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party to this contract residing or carrying on business elsewhere than in England or
Wales, shall for the purpose of proceedings at law or in arbitration be considered as
ordinarily resident or carrying on business at the offices of The Grain and Feed Trade
Association, and if in Scotland, he shall be held to have prorogated jurisdiction
against himself to the English Courts; or if in Northern Ireland to have submitted to
the jurisdiction and to be bound by the decision of the English Courts. The service
of proceedings upon any such party by leaving the same at the office of The Grain
and Feed Trade Association, together with the posting of a copy of such proceedings
to his address abroad, or in Scotland or in Northern Ireland, shall be deemed good
service, any rule of law or equity to the contrary notwithstanding. Where goods
forming the subject of this contract are not for consumption in Great Britain or
Northern Ireland nothing in the foregoing shall make the sale subject to the
provisions of the Agriculture Act for the time being in force.
22. Arbitration
(a) Any dispute arising out of or under this contract shall be settled by arbitration in
accordance with the Arbitration Rules, No. 125, of The Grain and Feed Trade
Association, in the edition current at the date of this contract, such Rules forming
part of this contract and of which both parties hereto shall be deemed to be cognisant.
(b) Neither party hereto, nor any persons claiming under either of them shall bring
any action or other legal proceedings against the other of them in respect of any such
dispute until such dispute shall first have been heard and determined by the
Arbitrator(s) or a Board of Appeal, as the case may be, in accordance with the
Arbitration Rules and it is expressly agreed and declared that the obtaining of an
award from the Arbitrator(s) or a Board of Appeal, as the case may be, shall be a
condition precedent to the right of either party hereto or of any persons claiming
under either of them to bring any action or other legal proceedings against the other
of them in respect of any such dispute.
23. International conventions
The following shall not apply to this contract:
(a) the Uniform Law on Sales and the Uniform Law on Formation to which effect is
given by the Uniform Laws on international Sales Act 1967;
(b) the United Nations Convention on Contracts for the International Sale of Goods
of 1980; and
(c) the United Nations Convention on Prescription (Limitation) in the International
Sale of Goods of 1974 and the amending Protocol of 1980.
Sellers ____________ Buyers ____________

2. SPECIMEN CONTRACTS

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Specimen Contract 1

CONTRACT FOR THE SALE OF GOODS

Between
<NAME OF SELLER> hereinafter called “the SELLER”
And
<NAME OF THE BUYER> hereinafter called “the BUYER”

Preamble
The agreement between the parties to this Contract is based on the following understandings:
[NOTE: the following clauses are example only.]
[NOTE: if the SELLER is making goods to unusual specifications, the preamble might state:]
1. The Buyer is acting partly on its own behalf and partly as a purchasing agent for other
companies
2. The buyer is acting as purchasing agent for…
3. Both parties understand that Goods made to the BUYER’s specifications may have no value,
or very limited value, on the open market.
4. The SELLER understands that the BUYER in specifying the Goods has relied to a large
extent on the expertise of the SELLER.
5. The SELLER understands that the BUYER is under Contract to resell the Goods, and that if
the Goods are defective or non-conforming in quality or quantity, the BUYER may be liable
for damages in an amount exceeding <AMOUNT><CURRENCY>.
6. The SELLER understands that the BUYER intends to install the Goods as a component part
in equipment to be resold, and that if the Goods are defective or non-conforming in quality or
quantity, the BUYER may be liable for substantial damages.

1. Applicable Law
This Contract, and all questions relating to its formation, validity, interpretation or performance
shall be governed by the law of <COUNTRY>
[NOTE: The additional clause below is optional]
This Contract shall not include, incorporate or be subject to the provisions of the “United Nations
Convention on Contracts for the International Sale of Goods.”

2. Definitions
In this Contract, including the preamble and the appendices, the words below have the meanings
ascribed to them unless the context otherwise clearly dictates:
2.1 Unless expressly modified by the parties, “FOB,” “CIF” and other trade terms have the
meanings and obligations ascribed to them in Incoterms 2000, Publication 460 of the
International Chamber of Commerce, Paris.
2.2 “Contract” means this Contract, its preamble and appendices, as well as all documents
expressly listed as Contract documents or otherwise expressly mentioned in this Contract.
2.3 “Goods” means the Goods specified in Clause 4 below.
2.4 “Price” means the Price as specified in Clause 9 below payable to the SELLER for the
Goods.

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2.5 “Delivery” means Delivery as specified in Incoterms 2000 under the Incoterm or
Incoterms agreed in this Contract.
2.6 “Day” means a calendar Day. For the purposes of this Contract, Saturday, Sundays and
all holidays are considered as Days.
2.7 “Direct” Cost and Losses are costs and losses arising in immediate connection with any
failure to delivery, any delay in Delivery, or any defect in Goods delivered under this Contract.
Such costs and losses must have an immediate, foreseeable and provably causal connection with
the delay or defect. All other costs and losses are deemed by this Contract to be “indirect.” In
particular, loss of profit, loss of use, and loss of Contract are considered indirect losses.
2.8 “Government” means national Government, local Government, local authorities, and
their agencies. In particular customs and / or excise departments are considered as Government
agencies.
2.9 “Termination” means the discharge of the Contract by one of the parties under any right
expressly granted by this Contract. The discharge of the Contract by any other right arising from
the applicable law or any other source is deemed to be “cancellation” of the Contract.

3. Entire Agreement and Contract Documents.

This Contract constitutes the entire agreement and understanding between the parties. There are
no understandings, agreements, conditions, reservations, or representations, oral or written, that
are not embodied in this Contract or that have not been superseded by this Contract.
[NOTE: The sub-clause and the list below are optional]
In addition to the text of the Contract itself, the documents listed below shall form part of the
Contract. All listed documents and the clauses of this Contract shall be read, if possible, so as to
be consistent. In the event of conflict, the order of precedence for the provisions and documents
which constitute this agreement shall be as follows:
[NOTE: the list below contains examples only]
a. Any alterations made on the face of the printed Contract
b. The Contract itself
c. Specifications;
d. Manufacturing drawings;
e. The BUYER’s Special/General Conditions of Purchase;
f. The SELLER’s Special/General Conditions of Sale.

4. Scope of Supply
The Goods to be delivered under this Contract are specified <CLAUSE/ANNEX WHERE
GOODS ARE SPECIFIED>

5. Delivery
5.1 Date, Place and Terms of Delivery
Delivery of the Goods shall be made <INCOTERM>. The scheduled date of Delivery shall be
<DATE OF DELIVERY>. Risk and title to the Goods shall pass from the SELLER to the
BUYER on Delivery.
[NOTE: In the interest of clarity, when using the Incoterms CIF, CFR, CIP, and CPT, the parties
may wish to add the clause below.]
The place of delivery under this Contract is <PORT OF SHIPMENT>.

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5.2 Naming and arrival of Vessel
[NOTE: This clause is intended primarily for use in FOB and FAS Contracts]
The BUYER shall advise the SELLER of the name of the vessel not later than <NUMBER>
Days before the agreed Delivery date.
If the vessel named by the BUYER fails to arrive on or before <DATE>, then the SELER may at
his discretion deliver the Goods to a bonded warehouse in the port of <PLACE OF DELIVERY>
and shall be deemed to have fulfilled his Delivery obligations under this Contract. In this event,
the SELLER must notify the BUYER of the full circumstances of the Delivery to the warehouse,
all costs, including but not limited to cost of storage and insurance are to the BUYER’s account.

5.3 Shipping Marks and Packaging

[NOTE: the following clauses are example only.]
On the surface of each package delivered under this Contract shall be marked: the package
number, the measurements of the package, gross weight, net weight, the lifting position, the
letter of credit number, the words RIGHT SIDE UP, HANDLE WITH CARE, KEEP DRY, and
the mark: <MARK>
Goods are to be packed in <REQUIRED PACKING> and are to be well protected against
dampness, shock, rust or rough handling. The SELER shall be liable for any damage to or loss of
the Goods attributable to improper or defective packaging.

5.4 Disposal of Packing

Responsibility for the disposal of any packing shall be the BUYER’s

6. Notification of Delivery
[NOTE: This clause applies largely to Contracts under which delivery takes place in the country
of the SELLER.]
Immediately on Delivery, the SELLER shall notify the BUYER of Delivery by <MEANS OF
NOTIFICATION>. This notification shall include <INFORMATION AND DOCUMENTS TO
BE INCLUDED>.

7. Inspection before Shipment

7.1 Inspection by the BUYER
The BUYER may, at the BUYER’s option, inspect the Goods prior to shipment. At least
<FIGURE> Days before the actual Delivery Date, the SELLER shall give notice to the BUYER,
or to any agent nominated by the BUYER, that the Goods are available for inspection. The
SELLER shall permit access to the goods for the purposes of inspection at a reasonable time
agreed by the parties.
[NOTE: Customs requirements for information of goods into some countries require inspection
by SGS prior to shipment from the SELLER’s country. The following clause is recommended
for sales to these countries.]

7.2 Inspection by Inspection Service

The parties understand that importation into <NAME OF COUNTRY> requires inspection of
Goods by SGS before shipment from the SELLE’s country. The SELLER agrees to cooperate
fully with the SGS in providing access to and necessary information about the Goods for the
purpose of such inspection.

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 8. Early, Partial and Late Delivery
8.1 Early Delivery
[NOTE: the three sub-clauses below are alternatives.]
Choice A: Early Delivery is not permitted under this Contract.
Choice B: Delivery up to <NUMBER> Days early is permitted; however, payment shall not
become due until the date agreed for payment under this Contract.
Choice C: Delivery up to <NUMBER> days early is permitted; in this case, payment shall fall
due as though the actual Delivery date were the Delivery date agreed in the Contract.

8.2 Partial Shipment

[NOTE: the two sub-clauses are alternatives.]
Choice A: Partial shipment is not permitted under this Contract.
Choice B: Partial shipment is permitted under this Contract, subject to the agreement of both
parties; however, any costs arising from partial shipment shall be to the account of the
<BUYER/SELLER.>

8.3 Delay in Delivery:

In the event of late Delivery for reasons other than Force Majeure as defined in Clause 17 below,
the SELLER shall pay as liquidated damages and not as a penalty the sum of… the value of the
undelivered part per Day of late Delivery up to a maximum of …………………… of the
Contract Price. Payment of liquidated damages shall be due without the BUYER having to
furnish proof of any loss, damage or injury.
[NOTE: The two sub-clauses below are alternatives]

Choice A: Payment of liquidated damages shall constitute full and complete satisfaction of any
claim of the BUYER against the SELLER arising from or in connection with late Delivery of
any Goods. In particular the SELLER shall not be liable for any indirect loss or damage, as
defined in Clause 2.7 above, arising from or in connection with late Delivery of any Goods.

Choice B: Payment of liquidated damages by the SELLER shall not preclude the BUYER from
seeking compensatory damages from the SELLER for any loss, injury or damage arising from or
in connection with late Delivery of any Goods. In particular the BUYER shall be entitled to
compensation from the SELLER for any indirect or consequential loss or damage, including but
not limited to loss of profit, loss of use or loss of contract, arising from or in connection with late
Delivery of any Goods. However, payments made as liquidated damages shall be offset against
any compensatory damages recovered from the SELLER for the late Delivery of any Goods.

8.4 Termination for Delay

In the event that the SELLER becomes liable to pay the maximum sum payable as liquidated
damages under Clause 8.3 above, then the delay shall be deemed breach of contract and the
BUYER shall, upon due notice, have the right to terminate the Contract and/or seek any any
other remdu available to him.

9. Price

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 The Price for the Goods to be delivered under this Contract is ………. <Currency and
symbol>……………. ………………… <currency and figures in words> …………

10. Terms of Payment

Payment shall be made by means of an irrevocable, confirmed Letter of Credit. The BUYER
shall open the Letter of Credit on or before ........--<Date of opening of Letter of Credit>........----
on the terms agreed by the Parties and annexed to this Contract as Appendix ........-<appendix
number>........-----
This Contract shall not come into force under clause 16 below until the SELLER has received
advice that the Letter of Credit has been opened in his favor and has ascertained that the terms
are in accordance with those agreed between by the Parties; Any discrepancy between the terms
agrred by the parties and the letter of Credit as issued shall be notified by the SELLER to the
BUYER immediately.

11. Inspection of the Goods

11.1 Duty to Inspect and Notify Discrepancies
The BUYER shall inspect the Goods on their arrival at the place of destination. If the Goods fail
to conform with the Contract in either quality or quantity, then the BUYER shall notify the
SELLER of any discrepancy without delay.

11.2 Failure to Notify Discrepancies

If the BUYER does not notify the SELLER of any such discrepancy within ............... <Number
of days> days of the arrival of the Goods, then the Goods shall be deemed to have been in
conformity with the Contract on arrival.

11.3 BUYER’s Rights in the event of Discrepancy in Quantity

If a material discrepancy in quantity exists and is duly notified to the SELLER, the BUYER at
his discretion and subject to Clause 8.2 above may either:

a. Accept the delivered portion of the Goods and require the SELLER to deliver the remaining
portion forthwith; or

b. Accept delivered portion of the Goods and terminate the remaining portion of the Contract
upon due notice given to the SELLER.
If any material discrepancy in quantity exists such that ................ <Description of fundamental
discrepancy> and if such discrepancy is duly notified to the SELLER, the BUYER may at his
discretion:
a. Adopt either of the remedies prescribed above in this clause; or
b. Reject the delivered portion of the Goods and recover from the SELLER all payments made to
the SELLER as well as all costs, expenses and customs duties incurred by the BUYER in
association with the shipment, movement through customs, insurance or storage of the goods.

11.4 BUYER’s Rights in the Event of Discrepancy in Quality

Discrepancies in quality shall be considered as defects and shall give rise to claims under the
defects liability provision of this Contract in clause 12 below.

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However, a fundamental discrepancy in quality shall give the BUYER the right to refuse
Delivery of the Goods in whole or in part and to recover from the SELLER all payments made
for the unaccepted portion of the Goods as well as all costs, expenses and customs duties
incurred by the BUYER in association with the shipment, movement through customs, insurance
or storage of the unaccepted portion of the Goods. Further, a refusal to accept delivery in part
shall be considered termination of that part of the Contract affected by such refusal.

12. Defects Liability

12.1 SELLER’s Liability for Defects
The SELLER warrants that the Goods supplied under this Contract shall at the date of their
Delivery:
a. be free from defects in material;
b. be free from defects in workmanship;
c. be free from defects inherent in design, including but not limited to selection of materials, and
be fit for the purpose for which such Goods are normally used.
If any defect provably present in any of the Goods on the date of Delivery comes to light
during the defects liability period, then the BUYER shall forthwith notify the SELLER.
The SELLER, without undue delay, shall at his own risk and cost and at his discretion
repair or replace such item or otherwise make good the defect.
The SELLER’s liability for defects is subject to the BUYER having adhered to all procedures
and instructions applicable to the ................ <Condition of use <e.g. “ Storage, installation, use
or operation”> of the item, and expressly exclude damage to the Goods caused by fair wear and
tear or by misuse occurring after Delivery.

12.2 Defect Liability Period

The SELLER shall be liable for defects which come to light during a period of ................
<Number of days> Days from ................ <Date of start of defect liability period>. After the end
of this period, the BUYER shall have no right to raise claims of any kind against the SELLER
for any defect in any Goods of the SELLER’s supply.
The defect liability period shall be prolonged by the length of any period during which the Goods
cannot be used by the BUYER because of a defect. However, if new Goods are delivered to
replace defective Goods, the defects liability period shall not begin again on the replacement
Goods.

12.3 Limitation of Defects Liability

<Note: the two clauses below are alternatives. Delete as necessary>
Choice A: The duty to repair and replace or otherwise to make good defects is the only duty of
the SELLER in the event of Delivery of defective Goods. In particular the BUYER shall not be
entitled to compensation from the SELLER for any indirect loss or damage as defined in Clause
2.7 above, arising from or in connection with Delivery of defective Goods.
Choice B: The SELLER shall indemnify and hold harmless the BUYER against any loss or
damage however arising whether direct or indirect which shall be suffered by the BUYER as the
result of defective or faulty Goods delivered by the SELLER.

13. Liability to Third Parties

<Note: the two clauses below are alternatives. Delete as necessary>

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Choice A: The <Name of the Party giving the indemnity-BUYER or SELLER> shall
compensate and hold harmless the <Name of the Party receiving the indemnity-BUYER or
SELLER> from any award of damages, reasonable costs, expenses or legal fees, in the event of
any action or lawsuit by a third party resulting from any injury loss or damage to the third party
caused by a defect in the Goods delivered under this Contract.
In the event of any such lawsuit, the ................ <<Name of the Party giving the indemnity-
BUYER or SELLER> shall immediately notify the ................ <<Name of the Party receiving the
indemnity-BUYER or SELLER> and shall fully cooperate with the <Name of the Party
receiving the indemnity-BUYER or SELLER> in taking any necessary legal action.

Choice B: In the event of any action or lawsuit by a third party resulting from any injury, loss or
damage to the third party caused by a defect in the Goods delivered under this Contract, the Party
against whom the action of lawsuit is brought shall bear all costs, expenses, awards of damages
or legal fees arising therefrom.

14. Taxation
All income taxes, value added taxes, customs duties, excise charges, stamp duties or other fees
levied by any Government, Governmental agency or similar authority shall be borne exclusively
by the party against whom they are levied.

15. Assignment of Rights and Delegation of Duties

The rights under this Contract may not be assigned nor the duties delegated by either party
without the prior written consent of the other party.

16. Coming into Force

This Contract shall come into force after signature by both parties and after:
a. The issuance of a letter of credit in accordance with the terms of Clause 10 above
b. <OTHER>
If the Contract has not come into force within <NUMDER> Days of its signature by both parties,
all its provisions shall become null and void.

17. Force Majeure

If either party is prevented from, or delayed in, performing any duty under this Contract by an
event beyond his reasonable control, then this event shall be deemed Force Majeure, and this
party shall not be considered in default and no remedy, be it under this Contract or otherwise,
shall be available to the other party.
[NOTE: the sub-clause below contains examples only. It should be modified as necessary.]
Force Majeure events include, but are not limited to: war: <whether war is declared or not>,
riots, insurrections, acts of sabotage, or similar occurrences; strikes, or other labor unrest; newly
introduced laws or Government regulations; delay due to Government action or inaction, or
inaction on the part of any inspection agency; fire, explosion, or other unavoidable accident;
flood, storm, earthquake, or other abnormal natural event.
[NOTE: the sub-clause below on non-force-majeure events is optional.]
Force Majeure events do not include <EVENTS NOT INCLUDED>

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If either party is prevented from, or delayed in, performing any duty under this Contract, then
this party shall immediately notify the other party of the event, of the duty affected, and of the
expected duration of the event.
If any force majeure event prevents or delays performance of any duty under this Contract for
more than <NUMBER> Days, then either party may on due notification to the other party
terminate this Contract.

18. Termination
Notice of Termination of this Contract as defined in Clause 2.9 shall be subject to notice in
writing as stipulated in Clause 22 and shall take effect <FIGURE> Days from the receipt of such
notice by the party notified.
In the event of termination, the duties of the parties shall be as incurred up to the date of
termination. In particular, the SELLER shall receive the full Price of any Goods delivered and
accepted by the BUYER. The provisions of this Agreement dealing with defect liability,
arbitration, and such other provisions as are necessary in order to resolve any post-Termination
disputes shall survive termination.

19. Partial Invalidity

If any provision or provisions of this Contract are invalid or become invalid, then this shall have
no effect on the remaining provisions. Further, the parties agree to replace any invalid provision
with a new, valid provision having, as far as possible, the same intent as the provision replaced.

20. Modification and Waiver

Modification of the terms and conditions of this Contract shall be binding on both parties even
without consideration if the modification is in writing, is signed and is expressly stated to be a
modification of this Contract.
Any waiver of any right under this Contract is binding on the party making the waiver even
without consideration provided the waiver is in writing, is signed, and is expressly stated to be
awaiver of the said right.

21. Language
The language of the Contract, of all Contract Documents, and of all correspondence and other
communication between the parties shall be English.

22. Notices
Notices served by one party to the other under the Contract shall be made, in the first instance by
facsimile transmission <hereinafter called “fax”>. A further copy of each notice shall be sent by
registered letter and signed.
The effective date of the notice shall be the date of fax transmission. In the event of a dispute
about the receipt of a fax, however, the effective date of the notice shall be the date of receipt of
the registered letter or a date seven Days after the registered mailing, which ever is the earlier.
The above stipulations notwithstanding, notice transmitted and received by written means such
as telegram, telex, courier or normal mail shall be deemed valid notice under this Contract.
Notices shall be sent to the following addresses and fax numbers:
SELLER:
Address:

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Fax Number: BUYER:
Address:
Fax Number:
Any change in an address or fax number shall be the subject of a required notice under this
Contract.

23. Settlement of Disputes

All disputes arising in connection with this Contract shall be finally settled under the Rules of
Conciliation and Arbitration of the International Chamber of Commerce by <FIGURE>
arbitrators appointed in accordance with the said rules.
The place of arbitration shall be <PLACE>. The language of Arbitration shall be English.
[NOTE: the three sub-clauses below are alternatives.]
Choice A: in the event of arbitration, each party shall bear its own costs.
Choice B: in the event of arbitration, the court shall assess the amount of the costs to be borne by
each party.
Choice C: in the event of arbitration, the party against whom the award is made shall bear the
entire costs of both parties to the action.
The parties agree that any award made in accordance with the probisions of this clause is final
and binding on both parties.

24. Execution
The parties, intending to be legally bound, have signed this Contract on the dates and at the
places stated below:

For and on behalf of the SELLER:

Title:
Date:
Place: For and on behalf of the BUYER:
Title:
Date:
Place:

[NOTE: the witnessing of signatures is not required by all national laws]

Witness of SELLER’s signature
Witness of BUYER’s signature

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