This International Sales Contract template is essential for businesses engaged in cross-border trade where New Zealand law governs the transaction. It is particularly useful for companies exporting goods from New Zealand or international parties choosing New Zealand law as their governing law. The contract incorporates provisions required under New Zealand's Contract and Commercial Law Act 2017, Fair Trading Act 1986, and the CISG, providing a robust framework for international trade. It includes comprehensive sections on payment terms, delivery conditions, quality requirements, risk allocation, and dispute resolution mechanisms, making it suitable for both one-time transactions and ongoing supply relationships. The template is designed to protect both parties' interests while facilitating smooth international trade operations.
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1. Parties: Identifies and provides full legal details of the seller and buyer, including registration numbers and addresses
2. Background: Sets out the context of the agreement and general intention of the parties
3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement
4. Sale and Purchase: Core agreement for the sale and purchase of goods, including basic obligations
5. Price and Payment: Details the price, currency, payment terms, and payment method
6. Delivery and Risk: Specifies delivery terms, Incoterms, timing, and transfer of risk
7. Quality and Inspection: Sets quality standards, inspection rights, and acceptance procedures
8. Title and Risk: Establishes when title passes and allocation of risk
9. Warranties: Details warranties regarding the goods and mutual business warranties
10. Compliance with Laws: Obligations regarding import/export laws, permits, and regulations
11. Term and Termination: Duration of agreement and grounds for termination
12. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
13. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Intellectual Property: Required when goods involve patents, trademarks, or other IP rights
2. Confidentiality: Important when parties exchange sensitive information during the relationship
3. Force Majeure: Particularly relevant for long-term supply relationships or high-risk markets
4. Insurance: Required when specific insurance coverage needs to be maintained
5. Security Interest: Include when retention of title or other security interests are required
6. Minimum Purchase Commitments: For ongoing supply relationships with volume requirements
7. Product Support and Training: Needed for complex products requiring after-sales support
8. Customs and Export Control: Required for goods subject to special export/import requirements
1. Product Specifications: Detailed technical specifications of the goods
2. Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms
3. Delivery Schedule: Specific delivery dates, locations, and requirements
4. Quality Standards: Detailed quality requirements, testing procedures, and acceptance criteria
5. Warranty Procedures: Detailed procedures for warranty claims and returns
6. Required Documentation: List of required shipping, customs, and compliance documents
7. Key Contacts: Contact details for key personnel on both sides
Relevant legal definitions
Agreement
Applicable Laws
Business Day
Buyer
Confidential Information
Contract Price
Delivery Date
Delivery Location
Delivery Terms
Effective Date
Force Majeure Event
Goods
Incoterms
Intellectual Property Rights
Letter of Credit
Order
Packaging Specifications
Payment Terms
Product Specifications
Purchase Order
Quality Standards
Related Documents
Seller
Shipping Documents
Specifications
Term
Territory
Trade Documents
Warranty Period
Working Hours
Applicable Laws
Business Day
Buyer
Confidential Information
Contract Price
Delivery Date
Delivery Location
Delivery Terms
Effective Date
Force Majeure Event
Goods
Incoterms
Intellectual Property Rights
Letter of Credit
Order
Packaging Specifications
Payment Terms
Product Specifications
Purchase Order
Quality Standards
Related Documents
Seller
Shipping Documents
Specifications
Term
Territory
Trade Documents
Warranty Period
Working Hours
Clauses
Parties and Interpretation
Sale and Purchase
Price and Payment
Delivery
Title and Risk
Quality and Inspection
Warranties
Packaging and Labeling
Documentation
Export and Import Compliance
Insurance
Force Majeure
Intellectual Property
Confidentiality
Term and Termination
Liability and Indemnification
Dispute Resolution
Governing Law
Assignment
Notices
Entire Agreement
Amendment
Severability
Third Party Rights
Counterparts
Anti-Corruption
Data Protection
Currency and Exchange Rate
Customs and Duties
Boilerplate
Sale and Purchase
Price and Payment
Delivery
Title and Risk
Quality and Inspection
Warranties
Packaging and Labeling
Documentation
Export and Import Compliance
Insurance
Force Majeure
Intellectual Property
Confidentiality
Term and Termination
Liability and Indemnification
Dispute Resolution
Governing Law
Assignment
Notices
Entire Agreement
Amendment
Severability
Third Party Rights
Counterparts
Anti-Corruption
Data Protection
Currency and Exchange Rate
Customs and Duties
Boilerplate
Relevant Industries
Manufacturing
Retail
Agriculture and Food
Technology and Electronics
Automotive
Textiles and Apparel
Chemical and Pharmaceuticals
Industrial Equipment
Consumer Goods
Raw Materials and Commodities
Medical Devices
Construction Materials
Relevant Teams
Legal
Commercial
International Trade
Procurement
Sales
Compliance
Supply Chain
Operations
Finance
Risk Management
Business Development
Documentation
Relevant Roles
Commercial Director
Export Manager
Import Manager
Procurement Manager
Sales Director
International Trade Specialist
Legal Counsel
Compliance Officer
Supply Chain Manager
Operations Manager
Contract Manager
Business Development Manager
Chief Commercial Officer
Trade Finance Manager
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