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International Sales Agreement
"I need an International Sales Agreement under German law for the export of industrial machinery from our manufacturing facility in Munich to a distributor in Japan, with delivery scheduled throughout 2025 and including provisions for technical support and maintenance."
1. Parties: Full legal names and addresses of the seller and buyer, including registration details
2. Background: Context of the agreement and general business relationship between the parties
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including specification of working language
4. Subject Matter of Sale: Detailed description of goods, specifications, and quantity
5. Price and Payment Terms: Purchase price, currency, payment method, and payment schedule
6. Delivery Terms: Incoterms rule, delivery location, shipping arrangements, and transfer of risk
7. Quality and Inspection: Quality standards, inspection procedures, and acceptance criteria
8. Title and Risk: Transfer of title and risk allocation
9. Warranties: Seller's warranties regarding the goods and limitation of warranties
10. Compliance with Laws: Export/import compliance, permits, and regulatory requirements
11. Term and Termination: Duration of agreement and termination rights
12. Force Majeure: Events excusing performance and consequences
13. Limitation of Liability: Liability caps and exclusions
14. Confidentiality: Protection of confidential information exchanged
15. Governing Law and Jurisdiction: Choice of German law and jurisdiction/dispute resolution
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Intellectual Property Rights: Required if the goods involve IP rights, patents, or licenses
2. Insurance: Detailed insurance requirements beyond standard Incoterms obligations
3. Data Protection: Required if personal data processing is involved (GDPR compliance)
4. Training and Support: Include if seller must provide training or technical support
5. Spare Parts and After-Sales Service: Required for technical equipment or machinery sales
6. Exclusivity: Include if parties agree to exclusive dealing arrangements
7. Minimum Purchase Requirements: Include for framework agreements with minimum purchase obligations
8. Anti-Corruption: Detailed anti-corruption provisions for high-risk jurisdictions
1. Schedule 1 - Product Specifications: Detailed technical specifications of the goods
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts
3. Schedule 3 - Delivery Schedule: Timing and quantities for deliveries
4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures
5. Schedule 5 - Warranty Procedures: Detailed warranty claim procedures
6. Appendix A - Form of Purchase Order: Standard form for individual orders under the agreement
7. Appendix B - Technical Documentation: Required technical documentation, certificates, or manuals
8. Appendix C - Compliance Certificates: Required regulatory or quality certifications
Authors
Manufacturing
Automotive
Consumer Goods
Electronics
Industrial Equipment
Chemical
Pharmaceuticals
Textiles
Food and Beverage
Technology
Machinery
Raw Materials
Agriculture
Medical Devices
Legal
Procurement
Sales
International Trade
Supply Chain
Finance
Compliance
Operations
Business Development
Risk Management
Commercial
Chief Executive Officer
Commercial Director
Export Manager
Import Manager
Procurement Manager
Sales Director
International Trade Specialist
Legal Counsel
Contract Manager
Supply Chain Manager
Business Development Manager
Operations Director
Compliance Officer
Risk Manager
Chief Financial Officer
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