Complete Multi-Industry International Trade Contract Template

Publication Note: This article provides a comprehensive, designed for businesses across multiple industries—from raw materials and manufacturing parts to consumer goods, equipment, machinery, and industrial solutions. The template is ready for direct download, print, and contract signing. All blank fields are clearly marked for easy completion.

How to Use This Template

This International Sale Contract is designed for business-to-business (B2B) cross-border transactions. It is suitable for:

• Raw materials (minerals, agricultural products, chemicals)
• Manufacturing parts and components
• Consumer goods
• Equipment and machinery
• Industrial solutions

The model follows internationally recognized standards including the UN Convention for the International Sale of Goods (CISG) and ICC Incoterms® Rules. Each ICC Model Contract includes a fully editable version, permitting you to easily adapt the contract to your specific case.

⚠️ Important: As with any model contract, it should be reviewed by a qualified lawyer before signature to ensure compliance with relevant local legal and regulatory requirements.

INTERNATIONAL SALE CONTRACT

Contract No.: ______________________

Date: ______________________

BETWEEN:

THE SELLER:

Company Legal Name: ________________________________

Registered Office Address: ________________________________

City: _______________ Country: _______________

Registration/Fiscal Number: ________________________________

Represented by (Name & Position): ________________________________

Tel: ________________ Fax: ________________

Email: ________________________________

(hereinafter referred to as “the Seller” )

AND

THE BUYER:

Company Legal Name: ________________________________

Registered Office Address: ________________________________

City: _______________ Country: _______________

Registration/Fiscal Number: ________________________________

Represented by (Name & Position): ________________________________

Tel: ________________ Fax: ________________

Email: ________________________________

(hereinafter referred to as “the Buyer” )

Both Parties declare an interest in the sale and purchase of goods under the present Contract and undertake to observe the following agreement:

ARTICLE 1 — PRODUCTS / GOODS

Under the present Contract, the Seller undertakes to supply, and the Buyer to purchase, the following goods:

Product Name / Description	Specifications / Model	Quantity	Unit	Unit Price (Currency)	Total (Currency)
________________	________________	________	______	________________	____________
________________	________________	________	______	________________	____________
________________	________________	________	______	________________	____________

Alternative: The Products and quantities as set out in Annex 1 of the present Contract.

Quality Standards: ___________________________________________________________

Country of Origin: ___________________________________________________________

ARTICLE 2 — PRICE

The total price of the Products which the Buyer undertakes to pay the Seller shall be:

Total Amount (in numbers): ________________________________

Total Amount (in words): ________________________________

Currency: ________________________________

The aforementioned price:

• □ Is the sum total of the prices of all Products and quantities as set out in Article 1
• □ Is the sum total of the prices of all Products and quantities as set out in Annex 1

Price Revision Clause (optional): Both Parties undertake to renegotiate the agreed price when affected by significant changes in the international market, or by political, economic or social situations in the country of dispatch or destination of the Product, which may damage the interests of either party.

ARTICLE 3 — DELIVERY TERMS (INCOTERMS®)

Incoterms® Rule: ________________ (e.g., EXW, FCA, FAS, FOB, CFR, CIF, CPT, CIP, DAP, DPU, DDP — Incoterms® 2020)

Place of Delivery: ___________________________________________________________

Port of Loading: ________________________________

Port of Destination: ________________________________

Latest Shipment Date: ________________________________

Mode of Transport: [ ] Sea [ ] Air [ ] Road [ ] Rail [ ] Multimodal

Partial Shipments: [ ] Allowed [ ] Not Allowed

Transshipment: [ ] Allowed [ ] Not Allowed

The goods shall be delivered at the agreed place, and to the transport agent designated by the Buyer, at least twenty-four hours before the deadline established in the present Contract. Should the Buyer fail to take charge of the goods on arrival, the Seller shall be entitled to demand the fulfillment of the Contract and payment of the agreed price.

ARTICLE 4 — PACKAGING AND MARKING

The Seller undertakes to deliver the Products hereunder, suitably wrapped and packaged for their specific characteristics and for the conditions of transport to be used.

Goods shall be packed in strong ________________ (wooden cases / cartons / containers / other) suitable for long-distance ________________ (ocean / air / road) transportation and well protected against moisture, shock, rust, and corrosion.

The Seller shall mark on each package with non-fading paint the following: package number, gross weight, net weight, dimensions, and the words “HANDLE WITH CARE,” “KEEP AWAY FROM MOISTURE,” and “THIS SIDE UP”.

ARTICLE 5 — INSPECTION AND QUALITY CONTROL

The goods shall be inspected by _________________________________________ before shipment.

The Seller guarantees that the goods meet the required quality standards and are free from defects in material and workmanship.

Inspection Certificate: The quality, specifications, quantity and weight of the goods shall be certified by ________________________________ (e.g., the Inspection Bureau or an independent surveyor).

ARTICLE 6 — PAYMENT TERMS

The Buyer undertakes to pay the total price which appears in the present Contract. Payment shall be effected by the following method (select one):

• □ Letter of Credit (L/C): Irrevocable, confirmed Letter of Credit payable at sight, to be opened by the Buyer in favor of the Seller through ________________ Bank, valid for ______ days after shipment.
• □ Bank Transfer / Wire Transfer: Direct transfer to the Seller’s bank account as specified below.
• □ Documents Against Payment (D/P): Through collection via ________________ Bank.
• □ Advance Payment: ____% upon contract signing, balance ____% before shipment.

Seller’s Bank Details:

• Bank Name: ________________________________
• Account Name: ________________________________
• Account Number: ________________________________
• SWIFT/BIC: ________________________________
• IBAN (if applicable): ________________________________

Payment Schedule:

• ____% (__________________________) upon contract signing
• ____% (__________________________) upon shipment
• ____% (__________________________) upon delivery

ARTICLE 7 — DOCUMENTS REQUIRED

The Seller shall provide the following documents:

1. Commercial Invoice — ___ copies, indicating Contract No. and shipping marks
2. Packing List / Weight Memo — ___ copies
3. Bill of Lading / Air Waybill — full set of clean, shipped, “freight prepaid” / “freight collect”
4. Certificate of Origin — ___ copies
5. Certificate of Quality — ___ copies
6. Certificate of Quantity / Weight — ___ copies
7. Insurance Policy — ___ copies (if CIF terms apply)
8. Inspection Certificate — ___ copies (if required)
9. Other documents as required by Buyer’s country regulations: _________________________________________

ARTICLE 8 — INSURANCE

Insurance shall be covered by:

• □ The Seller (for CIF terms): for ___% of the invoice value against _____________________ Risks
• □ The Buyer (for FOB / CFR / EXW terms): to be arranged by the Buyer after shipment
• □ Other: ___________________________________________________________

ARTICLE 9 — SHIPPING NOTIFICATION

Immediately after the goods are shipped, the Seller shall notify the Buyer by ________________ (email / fax / telex) of the contract number, product name, quantity, invoice value, vessel/flight number, port of loading, port of destination, and expected arrival date.

ARTICLE 10 — WARRANTY AND CLAIMS

Warranty Period: The Seller warrants that the goods shall be free from defects for a period of ________________ months from the date of ________________ (shipment / delivery / installation).

Claims Notification: Any claims regarding defects, quality issues, or shortages must be reported in writing within ________________ days of receipt of the goods.

Claim Settlement: The Seller shall, at its option, either replace the defective goods, repair them, or refund the purchase price, provided that the Buyer’s claim is found to be valid.

ARTICLE 11 — FORCE MAJEURE

Neither party shall be liable for delays or failures caused by events beyond their reasonable control, including but not limited to: natural disasters, war, hostilities, military actions, blockade, government restrictions, import/export prohibitions, epidemics, pandemics, strikes, or any other circumstances beyond the parties’ will.

If a Force Majeure event occurs, the affected party shall:

1. Notify the other party in writing within ________________ days of its occurrence
2. Provide a certificate of the event issued by the relevant Chamber of Commerce or competent authority

If the Force Majeure event continues for more than ________________ days, either party shall have the right to terminate the Contract without liability to the other party.

ARTICLE 12 — INTELLECTUAL PROPERTY

The Seller warrants that the goods do not infringe upon any intellectual property rights (including but not limited to patents, trademarks, copyrights, or industrial designs) of any third party. The Seller shall indemnify and hold the Buyer harmless against any claims, damages, or expenses arising from any such infringement.

ARTICLE 13 — CONFIDENTIALITY

Both Parties undertake to keep confidential all commercial, technical, and financial information disclosed during the negotiation and performance of this Contract. This obligation shall survive the termination of this Contract for a period of ________________ years.

ARTICLE 14 — GOVERNING LAW

This Contract shall be governed by and construed in accordance with:

• □ The UN Convention on Contracts for the International Sale of Goods (CISG)
• □ The laws of ________________________________ (specify country)
• □ The UNIDROIT Principles of International Commercial Contracts

Note: The CISG applies to an increasingly large volume of international sales and is recommended for cross-border transactions.

ARTICLE 15 — DISPUTE RESOLUTION

Any dispute arising out of or in connection with this Contract shall be resolved as follows:

• □ Friendly Negotiations: The Parties shall first attempt to resolve the dispute through good-faith negotiations.

If negotiations fail, the dispute shall be settled by:

• □ Arbitration: Under the rules of ________________________________ Arbitration Commission, in ________________ (city/country). The arbitration award shall be final and binding upon both Parties.
• □ Litigation: Before the competent courts of ________________________________ (specify jurisdiction).

Language of Proceedings: ________________________________

ARTICLE 16 — TERMINATION

This Contract may be terminated by either Party:

1. By mutual written agreement of both Parties
2. By either Party upon ________________ days’ written notice to the other Party in the event of a material breach that remains uncured for ________________ days after written notice thereof
3. Immediately in the event of insolvency, bankruptcy, or cessation of business of the other Party

ARTICLE 17 — MISCELLANEOUS

1. Entire Agreement: This Contract (including any annexes) constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, or agreements, whether written or oral.
2. Amendments: Any amendments or modifications to this Contract must be made in writing and signed by authorized representatives of both Parties.
3. Severability: If any provision of this Contract is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
4. Waiver: The failure of either Party to enforce any provision of this Contract shall not constitute a waiver of such provision or any other provision.
5. Notices: All notices under this Contract shall be in writing and sent to the addresses specified above by email, registered mail, or courier.
6. Counterparts: This Contract may be executed in multiple counterparts, each of which shall be deemed an original.

ARTICLE 18 — EFFECTIVE DATE AND DURATION

This Contract shall become effective on the date of the last signature below and shall remain in force until the full performance of all obligations by both Parties.

SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be executed by their duly authorized representatives as of the date first written above.

THE SELLER:

Signature: ________________________________

Name: ________________________________

Position/Title: ________________________________

Company Stamp: ________________________________

Date: ________________________________

THE BUYER:

Signature: ________________________________

Name: ________________________________

Position/Title: ________________________________

Company Stamp: ________________________________

Date: ________________________________

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ANNEX 1 — PRODUCT SPECIFICATIONS (if applicable)

(Attach detailed product specifications, technical drawings, quality requirements, packaging instructions, and any other relevant details here.)

Key Considerations for International Trade Contracts

1. Verify Party Identities

Before signing, verify that both parties are legally registered and that the signatories have proper authority to bind their companies.

2. Choose the Right Incoterms®

Incoterms® 2020 rules（（Latest version as of 2026）） define the allocation of costs, risks, and responsibilities between buyer and seller. Common choices include:

• EXW (Ex Works): Buyer bears all costs and risks from seller’s premises
• FOB (Free On Board): Seller delivers goods on board vessel at named port
• CIF (Cost, Insurance and Freight): Seller covers cost, insurance, and freight to destination port
• DAP (Delivered at Place): Seller delivers when goods are ready for unloading at named place

3. Select Appropriate Payment Terms

• Letter of Credit (L/C) offers security for both parties but involves higher costs
• Advance Payment is favorable to the seller but risky for the buyer
• Documents Against Payment (D/P) balances risk between both parties

4. Choose Governing Law and Dispute Resolution Carefully

The CISG is recommended for international sales as it provides a uniform legal framework. For dispute resolution, ICC Arbitration is a globally recognized and enforceable option.

5. Keep Complete Records

All communications, emails, and documents exchanged during the transaction should be properly archived, as they may serve as evidence in the event of disputes.

6. Industry-Specific Additions

Depending on your industry, consider adding:

• Agricultural/Raw Materials: Phytosanitary certificates, quality grading specifications
• Machinery/Equipment: Installation, commissioning, and after-sales service clauses
• Consumer Goods: Product safety and regulatory compliance certifications
• Chemicals: Safety data sheets (SDS) and hazardous materials handling provisions