Sample Export Sales Contract to Protect Against Non-Payment Issues

Undersigning a Contract

Export Sales Contract

Contract Number: 12345

Date: September 27, 2024

This contract ("Contract") is entered into between:

Seller:

ABC Exporters Ltd.Registered Address: 123 Export Avenue, Istanbul, TurkeyCompany Registration Number: 987654321Authorized Representative: John Doe, Sales Director

Buyer:

XYZ Importers Inc.Registered Address: 456 Import Street, New York, USACompany Registration Number: 123456789Authorized Representative: Jane Smith, Purchasing Manager

1. Goods and Services

The Seller agrees to sell, and the Buyer agrees to purchase the following goods:

• Product Name: High-Quality Textile Fabrics

• Product Description: 100% Cotton, dyed in various colors, 200 GSM weight, 150 cm width

• Quantity: 10,000 meters of fabric

• Packaging: Each roll to be wrapped in protective plastic, labeled with product specifications

• Inspection: To be inspected by third-party agent before shipment

2. Price and Payment Terms

• Total Contract Price: $50,000 USD

• Price Breakdown: $5 per meter, inclusive of packaging costs but exclusive of shipping and insurance.

• Currency: USD (U.S. Dollars)

• Payment Method: Irrevocable Letter of Credit (L/C) confirmed by an international bank

• Payment Terms: Payment to be made upon presentation of shipping documents and inspection certificate.

• Late Payment Penalties: An interest rate of 1.5% per month will be applied to any overdue payments.

3. Delivery Terms and Shipping

• Incoterms: FOB (Free on Board) Istanbul Port, Incoterms 2020

• Delivery Deadline: Goods to be delivered to the port no later than October 15, 2024.

• Mode of Transport: By sea from Istanbul, Turkey, to New York, USA.

• Shipping Instructions: The Buyer will nominate the shipping vessel and inform the Seller by October 1, 2024.

• Transfer of Risk: Risk and responsibility for the goods transfer from the Seller to the Buyer once the goods are loaded onto the ship at the port of Istanbul.

4. Inspection and Acceptance

The Buyer reserves the right to inspect the goods prior to shipment. A third-party inspection agency, SGS, will conduct a quality inspection, and an inspection certificate will be issued before loading. The costs of inspection will be borne by the Seller.

Should the goods not conform to the agreed specifications, the Buyer may reject the goods, and the Seller will be responsible for replacing or remedying the goods at no additional cost.

5. Warranties

The Seller warrants that:

• The goods conform to the specifications outlined in this Contract.

• The goods are free from defects and are of merchantable quality.

• The goods comply with all relevant Turkish and U.S. regulations and laws regarding textile products.

6. Force Majeure

Neither party shall be liable for failure or delay in fulfilling their contractual obligations due to an event of force majeure, including but not limited to acts of God, war, strikes, pandemics, or governmental restrictions. If such an event occurs, the affected party shall notify the other party in writing within 7 days, and both parties shall agree on how to proceed. In case the event lasts for more than 30 days, either party may terminate the contract without liability.

7. Dispute Resolution

Any disputes arising out of or relating to this contract shall be resolved through arbitration administered by the International Chamber of Commerce (ICC), in accordance with the ICC Arbitration Rules. The seat of arbitration will be Istanbul, Turkey, and the language of arbitration will be English.

This contract shall be governed by the laws of the Republic of Turkey.

8. Termination and Breach of Contract

In the event of a breach of contract, the non-breaching party may terminate the contract by providing 30 days' written notice. The Seller reserves the right to suspend shipments if the Buyer fails to pay any amount due under this contract.

If the Buyer fails to make the payment or provides invalid documents, the Seller is entitled to initiate legal proceedings for non-payment, and the Buyer will be responsible for all legal fees incurred by the Seller in recovering the outstanding amounts.

9. Liability and Indemnity

• Seller’s Liability: The Seller’s total liability under this contract, including for claims for breach, shall not exceed the total contract price.

• Indemnification: The Buyer agrees to indemnify and hold the Seller harmless from any claims arising from the Buyer’s resale or misuse of the goods.

10. Supporting Documentation

The following documents must be provided by the Seller to the Buyer as a condition for payment:

• Commercial Invoice

• Bill of Lading

• Packing List

• Inspection Certificate

• Certificate of Origin

11. Miscellaneous

• Entire Agreement: This contract represents the entire agreement between the parties and supersedes all prior agreements or understandings.

• Amendments: Any changes or amendments to this contract must be in writing and signed by both parties.

• Notices: Any notices required under this contract must be sent in writing to the addresses specified in this contract.

12.Signatures

For ABC Exporters Ltd.,

John Doe, Sales DirectorDate: September 27, 2024

For XYZ Importers Inc.,

Jane Smith, Purchasing Manager

Date: September 27, 2024

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This sample contract includes all essential components necessary for an export sales agreement to protect the Seller from non-payment risks and provide a strong legal foundation in case of disputes. It’s recommended that businesses tailor the document to their specific needs and seek legal advice to ensure compliance with international trade regulations and local laws.