International Purchase Agreement for the United States

International Purchase Agreement Template for United States

An International Purchase Agreement is a legally binding contract governed by U.S. law that establishes terms and conditions for the cross-border sale of goods. This agreement typically falls under the jurisdiction of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and U.S. Uniform Commercial Code (UCC). It addresses crucial elements including product specifications, pricing, payment terms, delivery conditions, warranties, and dispute resolution mechanisms while ensuring compliance with international trade regulations.

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What is a International Purchase Agreement?

The International Purchase Agreement serves as the primary document governing cross-border sales transactions. It is essential when businesses engage in international trade, particularly when purchasing goods from foreign suppliers or selling to overseas buyers. This agreement, governed by U.S. law, incorporates critical provisions addressing product specifications, quality standards, pricing, payment methods, shipping terms, and risk allocation. It ensures compliance with both domestic and international trade regulations while providing clear mechanisms for dispute resolution. The document is particularly important for managing risks associated with international commerce and establishing clear expectations between parties operating under different legal systems.

What sections should be included in a International Purchase Agreement?

1. Parties: Identification and details of buyer and seller, including full legal names, addresses, and registration details

2. Background: Context and purpose of the agreement, including the intention to engage in international trade

3. Definitions: Key terms used throughout the agreement, including technical terms, industry-specific terminology, and defined contract concepts

4. Products and Specifications: Detailed description of goods being purchased, including quantity, quality standards, and technical requirements

5. Price and Payment Terms: Purchase price, currency, payment method, timing, and any applicable taxes or duties

6. Delivery Terms: Shipping arrangements, applicable Incoterms, delivery schedule, and risk transfer

7. Warranties: Product quality and performance guarantees, warranty period, and remedy procedures

8. Governing Law: Applicable law, jurisdiction, and dispute resolution mechanisms

What sections are optional to include in a International Purchase Agreement?

1. Intellectual Property Rights: Provisions regarding ownership and licensing of patents, trademarks, and other IP rights associated with the products

2. Compliance with Laws: Specific provisions regarding export controls, customs requirements, and other regulatory compliance obligations

3. Force Majeure: Circumstances excusing performance, including notification requirements and consequences

4. Insurance: Requirements for insurance coverage during transit and storage

5. Confidentiality: Protection of confidential information exchanged during the transaction

What schedules should be included in a International Purchase Agreement?

1. Schedule A - Product Specifications: Detailed technical specifications of products, including drawings, dimensions, and performance requirements

2. Schedule B - Pricing Schedule: Detailed pricing structure, including volume discounts, currency adjustments, and payment milestones

3. Schedule C - Quality Standards: Specific quality requirements, testing procedures, and acceptance criteria

4. Schedule D - Shipping Instructions: Detailed logistics requirements, packaging specifications, and handling instructions

5. Schedule E - Compliance Requirements: List of applicable regulations, required certifications, and compliance documentation

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Industries

CISG: United Nations Convention on Contracts for the International Sale of Goods - Primary international sales law governing contracts for the international sale of goods between parties from different contracting states

UCC Article 2: Uniform Commercial Code Article 2 on Sales - U.S. state law governing sales transactions, applies when CISG is not applicable or has been expressly excluded

Export Control Regulations: Including EAR (Export Administration Regulations) and ITAR (International Traffic in Arms Regulations) - Control the export and import of specific goods and technologies

OFAC Regulations: Office of Foreign Assets Control regulations governing trade sanctions and embargoes against specific countries and entities

UCP 600: Uniform Customs and Practice for Documentary Credits - Rules for documentary credits and letters of credit in international trade

Incoterms 2020: International Commercial Terms defining responsibilities of buyers and sellers for delivery of goods under sales contracts

COGSA: Carriage of Goods by Sea Act - Regulates rights and responsibilities between shippers and ocean carriers in international maritime transport

Federal Arbitration Act: U.S. law governing arbitration procedures and enforcement of arbitration agreements in international commercial disputes

New York Convention: Convention on Recognition and Enforcement of Foreign Arbitral Awards - Ensures that international arbitration awards are recognized and enforced

FCPA: Foreign Corrupt Practices Act - U.S. law prohibiting bribery of foreign officials to obtain or retain business

IP Protection Laws: Various international and domestic laws protecting intellectual property rights including patents, trademarks, and trade secrets

Consumer Protection Laws: Federal and state regulations ensuring product safety and protecting consumer rights in international sales

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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