Articles

SALES AGREEMENT

This Sales Agreement (the “Agreement”) is entered into as of this ___ day of December, 2021 (the “Effective Date”)

 

BY AND BETWEEN

 

[name of Exporter], a company having its registered address at [address] and bearing [GSTIN] (the “Exporter”, which expression shall be deemed to mean and include its heirs, successors, administrators and permitted assigns)

 

AND

[name of Importer], a company having its registered address at [address] (the “Importer”, which expression shall be deemed to mean and include his/her heirs, successors, administrators and assigns). The Exporter and the Importer are hereinafter collectively referred to as “Parties” and individually as a “Party”.

 

WHERAS:

1. Exporter deals manufacturing, supplying and exporting of [define the business];
2. Importer is engaged [define the business].
3. The Importer desires to import certain product(s) described below from the Exporter and the Exporter is willing to export the product(s) at the price and terms set in the Purchase Order with reference number_________

 

NOW, THEREFORE, in consideration of the promises and the other covenants and conditions contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties therefore agree as follows:

1. Purpose

1. Importer wants to purchase and Exporter agrees to sell [quantity] tons of [product(s)] (the "Product(s)"), at the following contract price and upon the terms and conditions hereinafter set forth.

Contract Price: ______ per ton @ USD ___ each

 Total Invoice Value =____ USD

2. The Contact Price shall be in _____ [Incoterm]
3. Importer agrees to and will sign and send back the NOC attached in Exhibit A attached hereto.

2. Payment Terms
   1. 100% Document Against Payment via Bank
   2. Importer shall sign the Bills of Exchange at bank and make payments.
3. Delivery and Documentation

Product(s) shall be dispatched from [Indian Port] to the destination designated by Importer (the "Destination") via ___________ within twenty-one (21) days following the date of purchase order (the "Delivery Deadline"), except as otherwise agreed upon in writing to the following address as provided by the Importer:

[Product Delivery Address]

 

Documentation Required by Importer from Exporter:

1.

2.

3.

4.

5.

6.

7.

Documents Dispatch Address of Importer’s Bank:

 

 

 

 

 

4. Product(s) Defect

1. Importer must take full container video along with Product(s) at the time of seal opening in the Destination.
2. If the Product(s) arrived in spoiled condition then the Importer must inform immediately to the Exporter via email and message with photo/video proof.

5. Termination

This Agreement shall be terminated without requiring either party hereto to notify the other without prejudice to any damage or legal redress that the injured party may be entitled to, in the event either party hereto substantially fails to comply with any of the provisions of this Agreement and fails to remedy the violation or breach within thirty (30) days after it has been notified in writing thereof and the other party incurs loss or damage resulting from such violation or breach and wishes to terminate this Agreement.

6. Liability

It is agreed that Exporter’s liability will be only till the loading ports in India and Exporter is required provide photos and quality inspection certificate to the Importer. If the consignment is lost or damaged in transit then Importer shall claim from the marine insurance company as per rules of ICC.

7. Notices

All notices, billing and other communications relating to this Agreement provided from one party hereto to the other, shall be made in writing (email included) in English language unless otherwise agreed between the parties, and be sent via registered post with postage prepaid or email, or personal delivery, to the address first written above or any other address notified by the receiving party pursuant to this article. All notices, billing and other communications stated in the preceding paragraph are deemed received upon receipt if personally delivered, upon confirmation of transmission if sent by email, and seven (7) days after receipt by the post office if sent by registered post.

8. Dispute Resolution

All disputes, controversies or differences in opinion which may arise between the parties hereto, out of, in relation to or in connection with this Agreement, shall be tried to be settled amicably. In case if the dispute is not settled amicably, it shall be tried and settled in the courts of Overseas Jurisdiction only.

9. Force Majeure

Neither party hereto is liable for compensating the other party for any loss or damages it may incur due to any failure or delay in fulfilling the obligations under this Agreement as far as such failure or delay is caused by prohibition of export, refusal to issue export license, Act of God, war, blockade, embargoes, insurrection, mobilization or any other actions of Government authorities, riots, civil commotions, warlike conditions, strikes, lockdown, shortage or control of power supply, plague or other epidemics or pandemic, quarantine, fire, flood, tidal waves, typhoon, hurricane, cyclone, earthquake, lightning, explosion, or any other causes beyond the control of Exporter or Force Majeure, as long as such cause is present.

10. Severability

Should any of the provisions hereof be held to be illegal, unenforceable or invalid or unenforceable by any court or other duly authorized organization, such illegality, unenforceability and invalidity shall not affect the legality, enforceability and validity of any of the remaining provisions hereof.

11. Governing Law

This Agreement shall conform to and be interpreted under the laws of Foreign Country as to all matters including validity, interpretation and performance thereof.

12. Limitation of Exporter’s Liability

Exporter’s liability would be only up to the port. Exporter shall not be liable to Importer for any special or consequential damages, including but not limited to, caused by the Exporter’s negligence, breach of contract, or any other cause whatsoever.

13. Late Payment

If Importer do not sign the bills of exchange / does not make payment then he has to pay with interest as per the LIBOUR (London interbank offered rate) to Exporter for delay

14. Entire Agreement and Amendment

1. This Agreement supersedes all prior negotiations, written communications, understandings and agreements relating to the subject hereof between the parties hereto.
2. This Agreement may not be amended or altered in any way other than written agreement between duly authorized representatives of respective parties hereto after the execution date hereof.

 

 

 

IN WITNESS WHEREOF the Parties has duly executed this Agreement as of the Effective Date:

 

	Exporter	Importer
Signature (with Stamp)
Name (printed)
Place
Date

 

 

 

EXHIBIT A

NO OBJECTION CERTIFICATE

We have placed an order ___________ (In Words) worth of [Product] with payment terms as follows 

____% advance TT against proforma invoice 

____% DP which is document against payment via bank 

We hereby issue NO OBJECTION CERTIFICATE that in that unlikely event of .........................(Name of Importer) is unable to pay or fail to clear the container in 2 days after the arrival at [Port] due to any reason whatsoever including force majeure situations Exporter is free of any liability, risk and cost and can do any one or all of the following 

     A. Take the goods back to India

     B. Sell the goods to another buyer

     C. Importer will forfeit the ___% advance which was transferred in advance 

     D. Any other act or action Exporter or his lawyer deems fit. 

Importer will not raise any claims in India or in any country against the exporter for such act. 

 

[Sign and stamp of Importer in the letter pad of importer send via email]

 

Download Word File Format - https://drive.google.com/file/d/11cFjCPkhy16gfY8tk0SKaI00qAIkc_5A/view?usp=sharing