Contract for International Sale of Goods ICC sample.ppt

Contract for International Sale of Goods国际货物买卖合同条款 Standard contract provided by ICC国际商会范本 General characteristics特点 The ICC Model International Sale Contract is divided into two parts. Part A, Specific Conditions, sets out terms which are special to a particular Contract of sale; and 专用条款 Part B, General Conditions, sets out standard terms common to all Contracts incorporating the ICC general Conditions of sale. 通用条款 Scope of application适用范围 Sale of manufactured goods intended for resale 转售的制成品 The model is principally designed for one-off sales rather than continuing supply arrangements. 一次性买卖而非长期连续供货 The Model Contract does not cover sales to consumers, but only to purchasers who are in business of reselling goods, e.g. distributors, importers, wholesalers, etc. 排除消费者的买卖，仅仅针对分销商、进口商、批发商等从事转售商品业务的购买者。 The model is primarily intended for goods sold and bought in general commerce and which can easily be substituted rather than for custom-built goods or equipment purchased by the end user. 用于一般商业活动中的买卖而且易于替代的商品，不用于定造的商品或最终用户购买的商品 Excluding：sale of raw material, agricultural produce or food and perishable goods. 排除初级产品比如原材料、农产品、食品和易腐货物的销售 3.　Applicable law适用法律 Failing contrary agreement between the parties, the Model Contract subjects the transaction to the CISG. 除非双方另有约定，否则范本合同适用CISG As to questions not covered by the Convention, by the law of the country where the seller has his place of business。 CISG没有规定的问题，受卖方营业地所在国法律管辖。 4.　Modifications to be evidenced in writing 条款变更以书面证明 Modifications to the Contract must be made in writing 合同条款的修改变更以书面形式作出。 However，a party may be precluded from invoking the requirement of writing if he has agreed to a modification of written terms orally or by conduct and the other party has relied on such oral agreement or conduct. 但如果一方当事人已经口头或行为表示同意某项书面条款的修改，另一方当事人信赖这样的行为，则作出修改一方当事人不得援引书面形式要求。 5.　Shipment and delivery conditions 装运和交付条款 The parties are invited to choose the appropriate trade term under Incoterms.