Drafting a Contract for the International Sale of Goods Instruction

This report provides an instruction on drafting a contract for the international sale of goods, covering the terms and conditions of the agreement. It includes a sample contract for the sale of wine between a seller in Australia and a buyer in Hong Kong, with details on product, price, minimum order, payment, dispute resolution, and more. The report also discusses the applicable law, force majeure clause, specific obligations, delivery of order and risk, passing of title, termination, confidentiality, cost and expenses, and notice.

Drafting a Contract for
the International Sale
of Goods Instruction

INTRODUCTION
The contract is an agreement which is made between the parties which provides for the
terms and conditions of it. At an international level, the United Nations Convention on the
Contracts for International Sale of Goods is the multilateral treaty 2which mainly establishes the
uniform framework for the international commerce. This law mainly governs the contract for
sales of goods which are made between the seller and buyer and whose place of business is in
distinct countries who have made CISG as the part of their law namely called contracting states.
This report will cover the drafting of the contract for the international sales of the goods.
MAIN BODY
Contract
DATE:
PARTIES:
Green & Gold Winery Pty Ltd
Of 32 Bond Street Robina 426 QLD, Australia
(Seller)
Between
Wine & Dine Catering Pty Ltd
Of 3 Dundas Street, Mong Kok, Hong Kong
(Buyer)
BACKGROUND:
1. The seller is the wine estate and sells the cultivator of the wine, 2020 Cultivar Shiraz (the
Goods).
2. The buyer is the catering business which mainly specialises in the upmarket corporate
events like board room dinners as well as corporate functions for the corporations as well
as private firms.
3. The seller and buyer have intended to enter into the business sales agreement of the good
for a term of three years.
Both the parties declare the interest in purchase and sale of the goods under present contract and

also undertake to observe following terms and conditions-
THE PARTIES AGREE AS FOLLOWS:
1. Commencement and Documentation
 The parties have agreed in good faith to legally bind this contract for the sales of
cultivator wine.
 The commencement date for the contract which is set by the parties is on 1st November
2021 and duration of the same shall be three years from the commencement date.
2. Product
 Under this current contract, seller undertakes to provide and buyer intends to make the
purchase of good which is labelled as 2020 Cultivar Shiraz 1870, 750ml. This wine shall
be provided from the own grapes of seller but it may wish to reserve a right to make use
of the grapes that are bought in.
 There is no such guarantee from the side of seller that the wine bottles be made up of the
grapes that are grown on its own vineyard but it will make sure that the other grapes that
are used offer similar quality of wine.
 The wine takes normally up to 2 years from the harvest to bottling it in order to make it
ready for the sale.
3. Price
 The buyer hereby agrees to pay the sum of USD 40 per Good FOB and seller agrees to
accept it for the time duration of contract. The price of purchase is inclusive of the import
charges, GST and other taxes. The seller shall provide the discount of 15% on price per
bottle if the certain number of minimum bottles are ordered per year.
 The seller holds the right to increase the price every year due to significant increase of the
cost of production in next five years. but the increase shall be subject to the consent and
mutual agreement between the buyer and seller.
4. Minimum order
 The buyer must give minimum order of the wine bottles per year for the time period of
three years. The minimum order for the wine bottles shall be 3600 bottles during the three
years’ time duration or 80 goods for each order in a month
 The order is required to be placed by the buyer on 15th of every month. In case, the order
is to be placed by buyer before 15th of each month, then the seller is required to give the

notice to seller and also provide it with minimum 7 days of time for preparing the order.
5. Payment
 For the purchase of regulating the payment of the order of wine bottles, the seller as well
as buyer agrees that the buyer shall be entitled for the full payment within the time period
of 7 days from the date when the wine arrives in the country of buyer.
 The parties also agree that there must be a deposit of 50% of the payment of each order of
every month on 1st day. And the payment shall be made to company’s bank account of
seller.
6. Late payment
 In case, the deposit is not being received by the seller on 1st of every month or the full
payment is not received within 7 days- time period from the date it arrives at Hong Pong
Port, then the buyer will be liable for late payment and interest shall be paid by it at 7%
per day till the payment or deposit is received.
7. Dispute resolution
 In case, there is any dispute between the parties in relation to this contract for claim or
controversy, the parties hereby agree to move to alternate dispute resolution which is
arbitration. Initially, the dispute shall first be resolved by negotiation and in case, it is not
settled or resolved, it
 The place of arbitration shall be Singapore International Arbitration Centre and the
language shall be English.
8. Law applicable
The legislation which will govern this contract will be substantive law of the Queensland
of Australia.
9. Force Majeure Clause
 Both the seller and buyer agree that goods should be produced from the vineyard of seller
unless and until seller is not able to complete the order due to any natural disaster or the
event that is not in control of seller.
 It is the duty of seller to communicate to buyer about the uncertainty which have led to
non-completion of order due to nature or uncertain event and then negotiate with buyer
for the options which are available in producing goods
10. Specific obligation

 The seller agrees to the specific obligation that it shall make use of the reasonable efforts
in order to follow UN’s ten principles of global compact in the production of goods.
 The buyer agrees to the obligation that it will display the goods at each event which it is
holding for the aim of advertising the product and brand of the seller.
11. Delivery of order as well as risk
 The delivery for the goods by the seller will be made to the business address of buyer on
or may be before 7th of every month. The risk as well as cost shall be bear by seller before
the goods are being delivered as well as loaded in the vessel for the purpose of
transportation at Port of Brisbane.
 The risk shall be transferred to buyer once it is being loaded on the board.
12. Passing of title
 The title of the goods shall include the rights of the goods which shall be transferred from
seller to the buyer once shipment is left from Port of Brisbane.
13. Termination
 During the absence of breach of contract, either of the party may terminate the contract
but is obliged to provide notice of minimum 14 days in writing to other party.
 In case there is any material change in ownership of seller, the contract shall be
terminated by buyer.
 In case there is material breach of the contract, either party can terminate the contract and
in case, the breach is being capable of the remedy and there is failure to remedy the
breach for the time period of 30 days from the date of written notice by other party, the
party can terminate the contract.
 When the right of termination is being exercised by either party, it will not prejudice legal
remedies and rights which either of the party has against other in relation of breach of any
of the condition, term or warranty of contract.
14. Confidentiality
 The parties hereby acknowledge the confidentiality of the contract and is also prevented
from making disclosure to third party unless it is being required by law to make
disclosure of contract or by the written consent of parties.
15. Cost and expenses
 Unless and until it is being agreed or specified by between the parties, each of the party

shall be held responsible for its own cost in context to negotiation, execution and
preparation of the contract.
16. Notice
 The notice and other communication which is required to be made between the parties
must be in the written form and be send via email to the party concerned.
SIGNATURE
SELLER
BUYER

REFERENCES
Books and Journals
Brownsword, R., 2021. The future of contract law: Three conversations at the Cape. Acta
Juridica. 2021(1). pp.3-35.
Knapp, C.L., Crystal, N.M. and Prince, H.G., 2019. Problems in Contract Law: cases and
materials. Aspen Publishers.
Merkin, R. and Saintier, S., 2019. Poole's Textbook on Contract Law. Oxford University Press,
USA.
Mik, D.E., 2020. The resilience of contract law in light of technological change. Chapter in"
Future of the Law of Contract," Michael Furmston, ed., Routledge.
Van Huyssteen, L.F. and Maxwell, C.J., 2021. Contract Law in South Africa. Kluwer Law
International BV.