International Sales Contract

Introduction
Export and imports are carried out by traders
who are residents of different countries
Goods have to cross national frontiers and
several types of physical and financial risks are
to be faced.
Laws and regulations of the exporting and
importing countries are also to be observed.
It is important to decide the Law that will be
applicable in case of any dispute that arises.
To solve this issue, a number of conventions and
laws have been looked into to arrive at a
common law.

Lex Mercatoria
Refers to all international trade laws and
conventions
Is made up of a multitude of international
agreements and international trade customs
Complements domestic laws
Is used when the contract is between two parties
in different countries

Convention for the International Sale

of Goods CISG
Created in 1980
Also known as the Vienna Convention
Emerged from the Uniform Law for the
International Sale of Goods (ULIS) and the
Uniform Law on the Formation of Contracts for
the International Sale of Goods (ULF)
Has become the Law of International Contracts
Adopted by most countries as part of their
Commercial Law
In effect since January 1988

Application of CISG
International Sale of Goods
The buyer and seller must have their places of business
in different states
Additionally either:
Both of the states must be contracting parties to the
convention, or
The law of either of the contracting state apply

Note: CISG may apply even if the buyers and sellers

places of business are not in a contracting state.
Exception: The final provisions of the Convention
allow a ratifying state, if it wishes, to declare that it will
apply the CISG only when the buyer and seller are
both from contracting states.

Opting In and Out

The parties to a contract may exclude or modify
the CISGs application by a choice of law
clause.
Whether parties can exclude a domestic law and
adopt the CISG in its place depends on the rules
of the state.

Sale and Goods- CISG Definition

CISG does not directly define a sale and goods.
Implied definition
The delivery of the goods and their supporting
documentation by the seller and the payment of
their price by the buyer.
CISG only applies to goods that are movable and
tangible

CISG Excludes Sales of

Goods bought for personal, family or household
use
Auction sales.
Stocks, shares, investment securities, negotiable
instruments or money.
Ships, vessels, hovercraft or aircraft.
Electricity.

CISG deals with

The formation of contracts.
The remedies available to the buyer and seller.

CISG doesnt deal with

The legality of the contract.

The competency of the parties.
The rights of third parties.
Liability for death or personal injury.

Formation of Contract
A Contract is Formed when an offer to buy or
sell a good is accepted

I. Offer
The initial step in the formation of a contract
It is a proposal addressed to specific persons
indicating an intention by the offeror to be
bound to the sale or purchase of particular goods
for a price.
The proposal must be definite.
Describes the goods, and
States or provides a means for determining the
quantity

 A proposal should also state or provide a means

for determining the price.
Otherwise the price will be, the price generally
charged at the time of the contract for like goods
sold under comparable circumstances in the trade
concerned.

The proposal must be addressed to one or more

specific persons.

Effectiveness of an Offer
An offer becomes effective only after it reaches
the offeree.
Offers may be withdrawn any time before they
reach the offeree.
Offers that promise that they are irrevocable can
be withdrawn prior to their reaching the offeree.
Offers that do not state that they are irrevocable
Can be revoked anytime before the offeree
dispatches an acceptance.

Offer under CISG

The offer made by one of the parties is valid until
its stated expiration date and cannot be
cancelled

II. Acceptance
The second step in the formation of a contract
A contract comes into existence at the point in time
when an offer is accepted.
It is a statement or conduct by the offeree indicating
assent that is communicated to the offeror.
Any form or mode is allowed in which an offeree can
express assent
The offeree must communicate his assent to the
offeror.

Under the CISG, the second party must completely

agree with all the terms presented in the offer;
otherwise, it is a rejection of the offer.

Acceptance
Silence
Generally, silence or inactivity does not constitute
acceptance.

Time of Acceptance: Acceptance must be

received by the offeror within the time period
specified in the offer.
If no time period is given: Acceptance must be
received within a reasonable time.
If the offer is oral, acceptance must be made
immediately unless the circumstances indicate
otherwise.

UNITED TECHNOLOGIES INTERNATIONAL, INC. v.

MAGYAR LGI KZLEKEDSI VLLALAT
Pratt and Whitney (P&W) offered to sell Mlev
Hungarian Airlines (MHA) either two or three PW4000
series engines for installation in a Boeing aircraft or two
or three PW4100 series engines for installation in an
Airbus aircraft.
The offer stated different prices for the different series
engines.
It also said that it was subject to Hungarian and US
government approval.
One week later, MHA sent a letter accepting the offer for
the PW4000 series engines.
When MHA reneged on going forward with the
purchase, P&W sued to obtain a declaratory judgment
that a contract existed.

ISSUES
Was there an offer? Yes
Was there an acceptance? Yes
Was the requirement of governmental approval
meant to be a condition precedent? No

Explanation
The offer described the goods, and the fact the buyer had
the right to choose between the listed engines does not
affect the description of the engines.
The offer stated a quantity, even though the buyer could
choose between two or three engines.
The offer stated a price and the offer stated a time for
delivery.
Thus, there was a valid offer.
MHAs letter unambiguously stated its acceptance.
A contract was therefore concluded at the time of
acceptance.
The offeror did not mean for the proposed government
approval to function as either a condition precedent or
subsequent, but as only the need to obtain appropriate
licenses, etc.

ORDER
The parties entered into a contract.

III. Rejection
An intermediary step in the formation of a contract
After an offer has been made by one of the parties, the
other party may not agree with all of the terms of the offer,
and may want to modify them.
Under the CISG, this response is construed as a rejection of
the original offer.

IV. Counteroffer
An intermediary step in the formation of a contract
After an offer has been made by one of the parties, the
other party may not agree with all of the terms of the
offer, and may want to modify them.
Under the CISG, this response is construed as a
counteroffer, which has then to be formally accepted
by the other party before a contract is recognized to
exist.

V. Acceptance with Modifications

A would-be acceptance that contains material
differences from the offer is a counter-offer.
Terms relating to the following constitute material
differences:

Price.
Payment.
Quality of the goods.
Place or time of delivery.
The extent of one partys liability to the other.
The manner of settling disputes.

Additions that are not material are proposals for

addition that will become part of the contract unless
the offeror promptly objects.

FILANTO, SPA v. CHILEWICH INTERNATIONAL

CORP.

Chilewich (a US export-import firm) had a contract to deliver

footwear to Russia.
This contract contained an arbitration provision that called for all
disputes to be arbitrated in Moscow.
Chilewich then engaged Filanto (an Italian corporation) to supply it
with footwear that Chilewich had contracted to deliver to Russia.
Chilewichs correspondence to Filanto said that the arbitration
provision in the Russian contract was to be part of their contract as
well.
Filanto supposedly sent Chilewich a counteroffer rejecting the
arbitration provision.
Chilewich meanwhile proceeded to obtain a letter of credit
benefiting Filanto and proceeded as if there was a contract.
Filanto, however, signed a contract on August 7 that contained this
provision, although it said in its cover letter that it was not bound by
the provision.
When a dispute arose and Filanto sued in a US court, Chilewich
invoked the arbitration provision and asked the court to dismiss
Filantos suit.

Issue
Was the August 7 reply a counteroffer? Yes
If it was, was there a contract anyway based on
unobjected-to performance? Yes

EXPLANATION
The objections to the arbitration provision in the
August 7 cover letter were a material
modification amounting to a rejection of the
offer.
Because Chilewich went ahead with the contract
(getting the letter of credit) and Filanto did not
timely object, Filanto accepted the terms of the
Chilewichs proposed contract.

Order
Case dismissed; the matter must be arbitrated in
Moscow.

V. Fundamental Breach
In the event that one of the parties to a contract
does not meet its obligation, that party can be
found in breach of the contract.
If the party did not fulfill its obligations because
of an event beyond its control, the
nonperformance can be excused under the force
majeure clause.
CISG allows the buyer to unilaterally apply a
price reduction to the amount agreed upon in
the contract for non-conforming goods, without
breach.

VI. Avoidance
The right to be excused from having to perform
any obligation required by the contract.
Requirements:
The other party must have committed a
fundamental breach.
The injured party must notify the other party.

VII. Sellers Obligations

To deliver the goods.
To hand over any documents relating to the
goods.
To insure that the goods conform to the contract.
If the Contract Fails to Specify How the Seller is
to Perform the CISG provides rules to fill in the
gaps.

VIII. Place for Delivery

The place agreed in the contract, otherwise:
The first carriers place of business if the contract
involves the carriage of goods, or
The place where the parties knew the goods were:
Located, or
Were to be manufactured or produced.

IX. Time for Delivery

The date fixed in the contract, otherwise:
Within a reasonable time after the making of the
contract.

If a time period is provided, the seller may

deliver at any time within that period, unless the
contract expressly says that the buyer is to
choose the time.

X. Documents
At the time and place for delivery, a seller must
turn over any documents relating to the goods
that the contract requires.

XI. Conformity of Goods

A seller must deliver goods that are:
Of the quantity, quality, and description required
by the contract, and
Which are contained or packaged in the manner
required by the contract.

To determine conformity:
Use rules agreed to by the parties.
Otherwise, the goods do not conform to the
contract unless they are:
Fit for the ordinary purposes of such goods.

 Of the same quality as a sample or model

provided by the seller.
Contained or packaged in a same manner that is:
Usual for such goods, or
Adequate to preserve and protect the goods

 Goods also do not conform if they are subject to

third party claims.
Third party claims include:
Assertions of ownership.
Rights in intellectual property.

XII. Waiver
A buyer may waiver a sellers obligation to
conform:
Expressly.
Impliedly, if the buyer knew or could not have
been unaware that the goods were nonconforming.

XIII. Time for Examining Goods

The buyer must examine the goods for defects
within as short a period as is practicable after
delivery.
If the goods are shipped, the examination may be
deferred until after the goods have arrived at their
destination.
If the goods have to be redirected or redispatched,
examination may be deferred until after the goods
have arrived at their new destination.

XIV. Notice of Defect

The buyer must notify the seller of any defects he
discovers within a reasonable time after delivery or
within a reasonable time after discovering the
defect.
If the buyer fails to do so he waives his right to
require performance.
The seller will not be responsible for a defect that
arises not more than two years after delivery, unless:
He knew or ought to have known of a non-conformity
and did not disclose it to the buyer, or
The contract establishes a longer period of guarantee.

What constitutes notice is not described in the CISG.

It probably must be sufficient to inform the seller of
the problem.

XV. Curing Defects

A seller who delivers goods early may correct or
cure any defect up to the agreed date for
delivery.
The cure may not cause the buyer any
unreasonable inconvenience or expense.
Even if the seller does make a cure, the buyer
retains the right to claim any damages that are
provided for in the CISG.

XVI. Buyers Obligations

Paying the Price
Take whatever preliminary steps are necessary under the
contract or any laws or regulations to enable payment to be
made.
Pay the price at the time and place designated in the contract.
If no time is specified, the buyer is to pay when the goods or
the documents controlling their disposition are delivered.
The buyer must pay even if the seller makes no formal
request.
The buyer may delay payment until he has had time to
examine the goods.
If no place for payment is specified, the buyer is to pay at:
The agreed place for the delivery of either the goods or their
controlling documents, or
The sellers place of business.

Taking Delivery
The buyer must:
Cooperate with the seller to facilitate the transfer,
and
Actually take over the goods.

A buyer who fails to cooperate will be

responsible for any resulting costs.
A buyer who fails to take delivery assumes the
risk for any damage to the goods after that time

XVII. The Passing Of Risk

The shifting of responsibility for loss or damage
from the seller to the buyer
Once the risk passes:
The buyer must pay the agreed-upon price for the
goods involved.
Only if the buyer can show that loss or damage was
due to an act or omission of the seller is he excused
from paying the price.

The buyer must absorb the cost of any loss, or

lodge a claim against his insurer.

CISG allocates risk by considering the agreement

of the parties and the means of delivery.

XVIII. Agreement of the Parties

The parties may agree to allocate risk among
themselves and to specify when the risk will pass
between them.
Commonly this is done through the use of trade
terms.

XIX. Means of Delivery

Goods Transported by Carrier.
Prerequisite for risk to pass: The goods must be
clearly identified to the contract.

Kinds of Contract

Shipment
Contracts

Transshipment
Contracts

In transit
Contracts

Destination
Contracts

Shipment Contracts
The seller is to deliver the goods to a carrier for
shipment and does not require them to be
delivered to a particular place.
Risk passes when the goods are handed over to
the first carrier.

Transshipment contracts
The seller is to deliver the goods to a carrier for
shipment at a named place.
Risk passes when the goods are handed over to
the carrier at that place.

In transit contracts
Contracts made after the goods are already
aboard a carrier.
Risk passes at the time the contract is made.
Exception: If the seller knew or ought to have
known that the goods had been lost or damaged,
and he did not disclose this to the buyer, the risk
does not pass to the buyer.

Destination contracts
The seller is to arrange transportation to a
named place of destination.
Risk passes when the goods are handed over or
otherwise placed at the buyers disposal at the
place of destination

XX. Remedies

Buyers
Remedies

Sellers
Remedies

Buyers Remedies
The buyers remedies are cumulative.
Cumulative means that the right to recover
damages is not lost if a buyer exercises any other
available remedy.

The buyers remedies are immediate.

Immediate means that a court or arbitral tribunal
may not grant the seller grace period (dlai de
grce) in which to comply with a buyers demand
for a remedy.

This is contrary to the practice in some civil law

countries.

Remedies unique to the buyer

Specific performance.

Specific performance is available only in states where

the local law provides for such a remedy.
If it is available, the buyer may ask that the seller
either:
Deliver substitute goods, or
Make repairs.

Prerequisites:

Buyer cannot have avoided the contract or resorted to

some other inconsistent remedy.
Buyer must first notify the seller that the goods are
non-conforming.
If the buyer asks for substitute goods, the nonconformity must amount to a fundamental breach.

Avoidance
A buyer may avoid a contract if either:
The seller commits a fundamental breach, or
The buyer gives the seller a Nachfrist notice and the seller rejects it
or does not perform within the period it specifies.
A buyers Nachfrist notice is the fixing of an additional period of time
of reasonable length for performance by the seller of his obligations.
The period must be definite and the obligation to perform within
that period must be clear.
During the Nachfrist period the seller is entitled to correct (i.e.,
cure) the non-conformity at his own expense.

A cure may not be made if the breach is fundamental and the

buyer chooses to avoid the contract.
Once the Nachfrist period has run, or once the fundamental breach
becomes clear, the buyer has a reasonable time in which to avoid the
contract.

Reduction in Price
The seller must have delivered non-conforming
goods.
The buyer must have accepted them.
The seller must not be responsible for the nonconformity.
The buyer must not be entitled to damages.

Formula for determining the price

reduction
The price is to be reduced by that ratio of:
The value at the time of delivery of the goods
actually delivered, to
The value that conforming goods would have had
at the time of delivery.

Refusing Early Delivery.

Refusing Excess Quantity.

Example
Idaho potatoes sold at $3.50/bushel for delivery
in Djakarta
Damaged in transit by act of nature
Undamaged potatoes are worth $4.00/bushel if
purchased in Djakarta
Damages potatoes are worth $2.80/bushel
The price reduction ratio is:
$2.80 = 7
$4.00
10
Applying this ratio, the reduced price the buyer
pays is:
$3.50 x 7/10 = $2.45

Sellers Remedies
Sellers remedies mirror those of the buyer.
Sellers remedies are both cumulative and
immediate.

Remedies unique to the seller

Specific Performance
The availability of this remedy depends on the
domestic rules applicable to the court hearing
the suit.
If the remedy is available, a seller may ask the
buyer to either:
Take delivery and pay the contract price, or
Perform any other obligation required by the
contract.

Obtain Missing Specifications

If the buyer does not produce the measurements
that the seller needs by the date specified in the
contract, or within a reasonable time after the
seller asks for them, the CISG allows the seller to
ascertain them himself.
The seller must:
Inform the buyer of what he has done,
Set a reasonable time period for the buyer to
supply different specification.

If the buyer does not respond, the sellers

specifications become binding.

Remedies Available to Both Buyers and

Sellers
Suspension of
performance
Avoidance in
anticipation of
a fundamental
breach
Avoidance of
an instalment
contract

Damages

DOWNS INVESTMENTS PTY. LTD. v. PERWAJA STEEL

SDN BHD
Wanless, an Australian company, agreed to sell 30,000
tons of scrap metal to Perwaja, a Malaysia company.
Their contract called for Perwaja to obtain a letter of
credit (L/C) as soon as Wanless chartered a ship to
transport the scrap.
It also provided that the Brisbane, Queensland law
would govern their relationship.
Perwaja did not do so and Wanless treated the contract
as breached.
It arranged to sell the scrap to other buyers at a much
lower price and it had to sub-charter the ship it had
chartered, losing money on this.
Wanless sued to recover damages.

Issues

What law governs? CISG

Was there a fundamental breach? Yes
Was Wanless entitled to end the contract? Yes
Could Wanless have performed? Yes
Was Wanless entitled to damages? Yes
Had Wanless acted properly to mitigate
damages? Yes

Law
Queensland has adopted the CISG as the law governing
the international sales of goods.
A fundamental breach is one that results in a detriment
that substantially deprives a party of what he was
entitled to expect under the contract unless the breach
party could not have reasonably foreseen that result.
The non-breaching party may terminate a contract if the
breach is fundamental.
A non-breaching party must be ready, willing, and able
to perform in order to sue for breach.
A non-breaching party that suffers loss may recover
damages.
Damages are sum loss including loss of profits. The nonbreaching party must attempt to mitigate the damages.

Explanation
CISG governs.
The failure to deliver the L/C was a fundamental breach.
It was an essential element of the contract necessary to
protect Wanless from any effort by Perwaja to
renegotiate the terms after Wanless had chartered the
ship.
Wanless could terminate as the breach was fundamental.
Wanless had been ready, willing, and able to deliver the
scrap as it had already chartered and loaded the ship.
Wanless is entitled to damages.
Wanless had tried to mitigate damages in that it
promptly sub-chartered the ship.
It is entitled to loss profits on the substitute sales plus
the loss it suffered from sub-chartering the ship.

Order
Wanless entitled to U.S. $1,280,347.80

XXI. Excuses For Non-performance

Force
Majeure

Force Majeure
A party is not liable for damages resulting from his
failure to perform if he can show that:
His failure was due to an impediment beyond his
control.
The impediment was not something he could have
reasonably taken into account at the time of
contracting, and
He remains unable to overcome the impediment or its
consequences.

Rationale for rule: Neither party is really at fault.

Typical situations: Natural disasters, war,
embargoes, strikes, breakdowns, and the bankruptcy
of a supplier.

Limitations
Force majeure only excuses the breaching party
from paying damages.
Non-breaching party may obtain any other
appropriate remedy (e.g. suspension of performance
or avoidance).
Notice: Breaching party must promptly notify the
other party of the impediment and its effect on his
ability to perform.
Basis: If a breaching partys claim is based on the
failure of a third person to perform (such as a
supplier), the third person must himself be able to
claim the excuse of force majeure.
Duration: Force majeure may only be used as long
as the underlying impediment continues in
existence.

NUOVA FUCINATI, SpA v. FONDMETALL

INTERNATIONAL AB
A seller, in Italy, contracted in Sweden to deliver
1,000 tons of ore to a buyer, in Sweden.
The sellers costs increased by 43%, so the seller
sought to use the excuse of commercial
impracticability to avoid the contract.
The buyer defended by arguing that the contract
was governed by the CISG and the excuse of
commercial impracticability is not available
under the CISG.

ISSUES
Does the CISG provide for the excuse of
commercial impracticability? No
Does the CISG apply to this case? No
Is the seller excused because of commercial
impracticability? No

Law
CISG provides for the excuse of impossibility of
performance (in Art. 79) but does not provide for
the excuse of commercial impracticability.
CISG applies if the parties are from states that are
both signatories of the convention, or if the rules of
private international law lead to its application.
The Italian code provides for the excuse of
commercial impracticability.
This requires the seller to show that performance is
so economically burdensome that the seller does not
have the resources to perform.

Explanation
CISG does not provide for the excuse of
commercial impracticability.
The CISG does not apply because
Sweden was not a party to the CISG when the
contract was signed and
because Italys rules of private international law
direct the court to use Swedish law (as the
contract was signed in Sweden), and Swedish law
at the time did not recognize the CISG.

An increase of 43% in costs to the seller is not so

burdensome that the seller cannot perform.

Order
The sellers case was dismissed

XXII. Termination
Termination for Just Cause
The unilateral decision, by one of the parties to a contract, to end
a contract before its term of appointment expires, because the
other party has not met some of the terms of the contract that it
had agreed to perform
The term is also used when one party decides to not renew the
contract at its term of expiration, because the preset criteria for
renewal have not been met.

Termination for Convenience

The unilateral decision, by one of the parties to a contract, to end
a contract before its term of appointment expires, for reasons
unrelated to the performance of the contract by the other party
The term is also used when one party decides not to renew the
contract, even if the preset criteria for renewal have been met by
the other party.

XXIII. Method of a dispute settlement

Negotiation

Mediation

Arbitration

Litigation

Negotiation
Both parties attempt to reach agreement or
settlement of disputes through a give-andtake in informal discussion.
No third party is involved in negotiation

Mediation
A neutral 3rd party assists the negotiations,
but does not render a binding decision.
A disinterested third party act as a gobetween.

Arbitration
A neutral 3rd party renders its independent
decision after hearing pleas from both
parties.
Binding arbitration: The arbitrator's
decision is a binding decision and no
litigation is granted.
Non-binding arbitration: Non-binding
decision which can be appealed to regular
court system.

 The arbitration clause must be included in

the sales contract. It should state that
The parties agree to arbitrate in case a
dispute cannot be resolved through
negotiation or mediation
they agree to abide by the awards resulting
from the arbitration( a binding arbitration)
which rules of arbitration will be applied.

The most often used arbitration rules for

international disputes:
International Chamber of Commerce (ICC)
American Arbitration Association (AAA)

Litigation
An accusing party (a plaintiff) files a law
suit against an accused party( a defendant)
with a judicial court of a country.
The court system renders a judgment or
decision based on relevant law and the
facts.
The litigation is most expensive and timeconsuming method of dispute settlement.
In many cases, it takes several years to get a
court date.
Best way is to resolve disputes via other
than litigation due to bad publicity

Contents of Export Contract

PRODUCT DESCRIPTION & SPECIFICATIONS

Includes
products name,
technical name,
quality specifications and grade, details as to
standards,
sizes,
reference to samples and their specifications.

Quantity
Includes
Ordered quantity both in words and figures.
Unit measurement needs to be specified as well. It
could be numbers, volume, or weight.
Care should be taken while stating the unit of
measurement in international or country specific
terms, for example, Metric Ton is 1000 kgs. whereas
the US Short Ton is 907 kgs. and the British Long
Ton is 1016 kgs.

Packaging Labeling and Marking

The order must provide all the details relating to
kind of packaging required including the labels and
the marks to be put up.
The instructions have to be explicit specifying
requirements in full details as there could be
separate labels for the articles and for packaging.
In each case of marking, information that has to be
indicated on each package should be in easily
readable ink, giving the name of the consignee,
contents of the package including name of the
product, net and sometimes also the gross weight,
country of origin etc.

INCO terms, Price and Value

The total value of order needs to be clearly stated
both in numbers and words in the decided
currency.
Price would of course depend upon terms of
delivery and for this generally INCO terms are
used.

Taxes, Duties & Other Charges

Who would bear which tax depends very much
on how the prices are quoted
INCO terms also become relevant in this case

Delivery Period
It is important that contract clearly indicate
stipulations with regard to delivery period.
The delivery period should be specific and not in
terms like immediate delivery, or as soon as
possible.
In case of late deliveries the importer can insist
upon the payment to be made by the exporter by
way of liquidated damages, a sum equal to
certain % of the contract price for every week of
delay.

Consignee Detail
If the consignee is different from the
buyer, his complete name and address is
required.

Transfer of Risk
INCO terms define the point at which risk passes
on from exporter to importer.
Unless other wise agreed between the parties, the
risk passes from the exporter when the goods are
handed over to the first carrier for transmission
to the importer.

Mode of Payment
The contract should clearly indicate the mode of
payment- whether it is L/C, or Documentary
Collection D/C, or Document on Acceptance
D/A.

Inspection Clause
If a buyer wants a pre-shipment inspection
carried out, it must be mentioned in the
contract.
The details of the inspection agency must also
be given.

Test Certificate
At times, the importer may ask the exporter to
conduct certain tests on the material.
For example, a colour bleed test on fabric, and
submit a test report by a prescribed agency.
This must form a part of the contract.

Commission/Discounts
In case exporter is required to pay any kind
of commission or offer any discount to the
buyer or his agent, the export order must
provide details of the same.

Insurance
The contract must clearly provide insurance
instructions for the exporter, if he is to arrange
insurance.
In case the buyer is responsible for insurance,
the order must say so.

Documents Required
The export contract must specify all documents
required to be submitted by the exporter to the
importer.
The exporter then has to comply with all the
documentation required very religiously.
Generally following documents are required:

Shipping Advice
Commercial Invoice
Bill of Exchange
Bill of Lading
Certificate of Origin
Packing List
Insurance Policy/Certificate

Enforcement Clause
Jurisdictional Clause: What countrys or
state's law to have jurisdictions over the
contract.
Highly recommended to use the law of the
sellers country under the United Nations
Convention on Contracts for the
International Sale of Goods (CISG). Also
called Vienna Convention of 1980