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Contrat-type Et Guide De rédaction/Model Contract With Users's Guide/Modelo De Contrato Con Guías De Redacción

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Mode! contract developed for intemational sale of foodstuffs subject to rapid physical

deterioration -proposes conditions compatible with intemational trade conventions and

-Purpose of the model Ciontract

International contract The model contract has been developed for business users engaged in

for business rather than international trade in perishable goods. The aim is to offer a balanced,

consumer sales reliable and flexible general-purpose legal instrument which is simple

to use. The contract is intended for business rather than consumer

sales. Sales are considered to be international in nature if the

contracting parties have their respective places of business in different

countries. The model contract has therefore been elaborated with a

view to offering a legal framework which is adapted to both

international deliveries of goods and international payments.

Contract is intended for The perishable goods for which the model contract has been developed

the sale of perishable are foodstuffs subject to rapid physical deterioration, and which are

goods therefore liable to become worthless just as quickly. They thus include

fruit and vegetables in particular. This contract may prove difficult to

apply if used for other types of products.

Check whether There exist model contract forms for the sale of specific perishable

specialized contract products such as coffee, grain, cocoa, oils and fats which are proposed

forms exist for the type by national and international associations of sellers and/or buyers

of goods to be sold specialized in a particular commodity. Depending on the product to be

sold, it may be advisable for parties to consult such contract forms, as

they may make provision for specific usages in the trade in question.

Certain of these contract forms can be found on lTC's Juris international

database at the following address:

In preparing the model contract, every effort has been made to propose

conditions which are compatible with those of the ICC Model

International Sale Contract (Manufactured Goods Intended for

Resale), published in 1998 by the International Chamber of

Commerce, with a view to promoting the harmonization of

international contracts. The present model nevertheless differs

significantly as regards both form and content, owing to the different

subject matter it covers. Thus, for example, there is no provision

concerning retention of title, since this is less likely to be a matter of

concern in the context of perishable goods.

10 UsersG' uide- InternationaTl radeC entreU NCTAD/WTO

B -Contract format

Initial each page The contract is contained in a single document. and therefore

effectively incorporates both specific and general conditions. It is

presented in both electronic and printed paper forms. The paper

version may be accompanied by any appropriate annexes. It is

recommended that the parties initial each page of the contract

including any such annexes.

Some precautions in The electronic version of the model contract is available at

using the electronic It can be adapted so that the annexes are

version incorporated into the contract document itself. It is recommended that

a contract which exists in electronic form be printed for initialling and

signature by each party. This precaution is particularly appropriate if

the contract has been negotiated via electronic mail using a network

which does not provide for either the authentication of signatures or

the non-modifiable recording of data.

C -The llnderlying legal rules

The principal aim of this model contract is to ensure an equitable

balance between the parties' respective positions by means of full

information as to their rights and obligations. In other words, the buyer

and the seller must each be able clearly to identify the extent of their

respective undertakings as well as those of their business partner.

Cel1ain key instruments for the development of international trade

have been called upon with a view to achieving this aim, namely, the

1980 United Nations Convention on Contracts for the International

Sale of Goods (CISG), the 1994 UNIDROIT Principles of

International Commercial Contracts, and International Chamber of

Commerce initiatives such as the Incoterms. The texts of these various

instruments are reproduced in part or in full in the present publication

for ease of reference.

Parties using this model Reference to such instruments has allowed the model contract to be

contract should not greatly


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