www.globalnegotiator.com

INDEX

Parties

Clauses

1. Goods sold

2. Contract price

3. Delivery terms

4. Time of delivery

5. Payment conditions

6. Documents

7. Inspection of the

goods before shipment

8. Retention of title

9. Late delivery or non-delivery

of goods

10. Non-conformity of the

goods

11. Cooperation between the

Parties

12. Force majeure

13. Applicable law and

competent jurisdiction

14. Language

Signatures

Model of Export Contract used in international sales of certain products (raw materials, industrial supplies, manufactured goods) which are intended for resale, where the buyer is an importer, trader, distributor or wholesaler that will sell the products to another company or retailer. In the case of international sales of products for the end client or complex products (machinery, capital goods, etc.) with guarantees and after sales service, it is advisable to use the International Sale Contract.

The model is mainly designed for one-off sales rather than repetitive sales to the same client for a certain period of time. For that kind of sales the International Supply Contract should be used.

In the most important clauses of the contract (delivery terms, payment conditions, non-conformity of the goods), a number of alternatives have been suggested in order that the most appropriate version may be chosen for the purposes of whoever writes up the contract (Seller or Buyer).

The contract also includes an Explanatory Note about the use of Incoterms in Export Contracts.

Nº of pages: 8 +3 (Incoterms Explanatory Note) + 3 (User Guide)Format: WordLanguage: English

MODEL OFEXPORT CONTRACT

EXPORT CONTRACT

DATE: ..............................................................................................................................................

BETWEEN:

................................. [company legal name] whose registered office is at ..................................... [address, city and country] and registration/fiscal number is .............................. , represented by ............................................................. [name and surname, position] (hereinafter referred to as "the Seller”),

AND:

................................. [company legal name] whose registered office is at ..................................... [address, city and country] and registration/fiscal number is .............................. , represented by ............................................................. [name and surname, position] (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 Contract:

1. GOODS SOLD

[Description of the goods: type of products, features, quantities, units, etc.]....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

1.1 It is agreed that any information relating to the goods and their use, such as weights, dimensions, volume, colour, price, and other data contained in catalogues, leaflets, circulars, newsletters, advertisements, price-lists of the Seller, shall not take effect as terms of the Contract unless expressly referred to in the Contract.

1.2 Unless otherwise agreed, the Buyer does not acquire any industrial or intellectual property rights in which may have been available to him. The Seller also remains the exclusive owner of any industrial or intellectual or industrial property rights relating to the goods.

2. CONTRACT PRICE

The price of the products hereunder is:

2

CURRENCYAMOUNT IN NUMBERSAMOUNT IN LETTERS

2.1 The price indicated under this clause (Contract price) includes any costs which are borne by the Seller according to this Contract. However, should the Seller have borne any costs which, according to this Contract are payable by the Buyer (e. g. for international transportation or transportation insurance under EXW o FCA delivery terms), such sums shall not be considered as having been included in the price under this clause and shall be reimbursed by the Buyer to the Seller.

2.2 Unless otherwise agreed in writing, the price does not include VAT or other taxes, and is not subject to price adjustment.

3. DELIVERY TERMS

Delivery of goods shall be done according to Incoterms 2010 rules. The rule and delivery place agreed between the Parties is: [Mark with X in the box the Incoterm chosen and insert the name of the place o port designated for delivery of products] Incoterms for any mode or modes of transport (multimodal transport)

EXW Ex Works Place: ...................................................FCA Free Carrier Place: ...................................................CPT Carriage Paid To Place: ...................................................CIP Carriage and Insurance Paid to Place: ...................................................DAT Delivered At Terminal Place: ...................................................DAP Delivered At Place Place: ...................................................DDP Delivered Duty Paid Place: ...................................................

Incoterms for sea transport

FAS Free Alongside Ship Port: .....................................................FOB Free On Board Port: .....................................................CFR Cost and Freight Port: .....................................................CIF Cost, Insurance and Freight Port: .....................................................

[See Explanatory Note about the use of Incoterms in Export Contracts]

Other delivery conditions

[If necessary, insert any other conditions - for example, relating to packaging - for delivery of goods]...........................................................................................................................................................................................................................................................................................................................................................................................................................................................................

3

Carrier

[If necessary, insert the name and contact details of the carrier who will deliver or collect the goods]..................................................................................................................................................................................................................................................................................................................

4. TIME OF DELIVERY

[Choose one of the following alternatives]

Alternative A. Delivery of goods will take place by ............................ [insert specific date].

Alternative B. Delivery of goods will take place during ................................. [ insert a specific period of time; for example: the second week of September 2012 or October 2012].

Alternative C. Delivery of goods will take place within ......... [30, 60, 90] calendar days of the signing of the present Contract.

Alternative D. Deliver of goods will take place within ......... [30, 60, 90] calendar days counting from the date on which the Seller receives a payment that covers the full price.

Alternative E. Deliver of goods will take place within ......... [30, 60, 90] calendar days counting from the date on which the Seller receives first payment.

Alternative F. Deliver of goods will take place within ......... [30, 60, 90] calendar days counting from the date on which the Seller receives the notification of the opening of a Letter of Credit (L/C) by the Buyer.

5. PAYMENT CONDITIONS

[Choose one of the following alternatives according to alternative chosen in Clause 4]

The payment shall be paid in the following terms:

Alternative A. Cash, check or bank transfer within ......... [30, 60, 90] calendar days from the date of invoice.[use for alternatives A, B, C, D and E of clause 4].

Alternative B. Documentary collection (drafts) to the account and bank branch designated by de Seller. The documentary collection will be:

- Alternative B.1 Documents against payment (D/P).

- Alternative B.2 Documents against acceptance (D/A).[use for alternatives A, B, C, D y E of clause 4]

Alternative C. Irrevocable Letter of Credit (L/C). [use for alternative F of clause 4]

4

The irrevocable Letter of Credit (L/C) shall be:[mark with X all that apply]

BY PAYMENT AT SIGHTBY DEFERRED PAYMENT AT ....... DAYSBY ACCEPTANCE OF DRAFTS AT ....... DAYSBY NEGOTIATION

UNCONFIRMEDCONFIRMEDConfirmation Bank ................................

PARTIAL SHIPMENTS ALLOWEDPARTIAL SHIPMENTS NOT ALLOWED

TRANSHIPMENT ALLOWEDTRANSHIPMENT NOT ALLOWED

[If necessary include data of the bank account of the Seller]

Payment will be made on the following bank account of the Seller: Bank: ....................... Address: ........................................................................................, Bank account: ............................................; IBAN:...................; SWIFT:..........................

6. DOCUMENTS

Unless otherwise specified, the Seller shall provide the Buyer with the documents that correspond to Incoterms applicable in Clause 3, or in absence of any Incoterm, with the following documents:

[mark with X the appropriate documents]

COMMERCIAL INVOICE

PACKING LIST

TRANSPORT DOCUMENT ............ [insert transport document as appropriate: CMR (for land transport), B/L (sea transport), AWB (air transport), FBL (multimodal transport), etc.]

TRANSPORTATION INSURANCE CERTIFICATE

CERTIFICATE OF ORIGIN

CERTIFICATE OF ANALYSIS

CERTIFICATE OF QUALITY CONTROL

EXPORT LICENSE

IMPORT LICENSEOTHERS (specify documents).....................................................................................................................................

5

.....................................................................................................................................

.....................................................................................................................................

[See Explanatory Note about the use of Incoterms in Export Contracts]

7. INSPECTION OF THE GOODS BEFORE SHIPMENT

If the Parties have agreed that the Buyer is entitled to inspect the goods before shipment, the Seller will notify the Buyer within a reasonable time before the shipment that the goods are ready for inspection at the agreed place.

The place of inspection will be: ......................................................................................... [insert the physical place in where the inspection will take place: port, airport, customs, etc., as well as city and country in where this place is located. Usually, will be the delivery place mentioned in clause 3].

8. RETENTION OF TITLE

It is understood that the Products hereunder remain the property of the Seller, until the Buyer has completed payment completely. Until such point the Products shall be deemed to be a deposit in possession of the Buyer, and the Buyer shall meet all obligations incurred by receiving such deposit, while being entitled to administer the Products with due diligence.

9. LATE DELIVERY OR NON-DELIVERY OF GOODS

9.1 If the goods are not delivered for any reason whatsoever (including force majeure) by ........................... [insert date according to clause 4], the Buyer will be entitled to cancel the Contract immediately by means of a simple notification to the Seller. This notification of delay must be made within 15 calendar days following the date agreed for delivery.

9.2 If Buyer notifies the delay after the 15 calendar days following the date agreed for delivery, the compensation shall be calculated from the date of notification.

9.3 In the event of delay in the delivery of goods, the compensation for damages owed by the Seller to the Buyer:

Alternative A. Shall be ....... % [insert percentage, usually 0.5%] of the price of goods for each complete week of delay, with a maximum of ....... % [insert percentage] of the total price of goods, provided the Buyer notifies the Seller of the delay within 15 calendar days following the date agreed for delivery. Where the Buyer notifies the Seller after the 15 days of the agreed date of delivery, compensation will run from the date of the notice.

Alternative B. Shall be ................. [insert amount] for each complete week of delay, with a maximum of ....................... [insert amount] of the total price of products, provided the Buyer notifies the Seller of the delay within 15 calendar days following

6

the date agreed for delivery. Where the Buyer notifies the Seller after the 15 days following the agreed date of delivery, compensation will run from the date of the notice.

10. NON-CONFORMITY OF THE GOODS

10.1 The Buyer shall examine the goods as soon as possible after their arrival at destination and shall notify the Seller in writing of any lack of conformity of the goods within 15 days from the date when the Buyer discovers or ought to have discovered the lack of conformity. Under no circumstances shall the Buyer be entitled to receive compensation for lack of conformity if he fails to notify the Seller thereof within 12 months from the date of arrival of the goods at the agreed destination.

10.2 Goods will be deemed to conform to Contract despite minor discrepancies between the delivered and agreed products which are usual in the affected market or through the course of dealing between the Parties. However, the Buyer will be entitled to a possible reduction of the equivalent price which might usually be applied in this type of market or through the course of dealing.

10.3 When goods are not conforming and when the Buyer, having given notice of lack of conformity in compliance with Clause 10.1, decides not to retain them, the Seller shall have the following options:

(a) Replace the goods with conforming goods, without any additional expense to the Buyer, or

(b) Repair the goods, without any additional expense to the Buyer, or

(c) Reimburse to the Buyer the price paid for the non-conforming goods and thereby terminate the Contract as regards those goods.

10.4. Seller´s liability or damages arising from the lack of conformity of the goods shall be:

Alternative A. no more than ........... [insert percentage] of the total price of the goods, for the proven loss (including consequential loss, ceasing gain, etc.).

Alternative B. the amount of ............................... [insert amount], for proven loss (including consequential loss, ceasing gain, etc.).

10.5 If the products do not conform to the provisions of the Contract but the Buyer keeps them, he will have the right to a price reduction not exceeding:

Alternative A. ....... % [insert percentage] of the price of such goods.

Alternative B. the amount of .................... [insert amount] of the price of such goods.

10.6 Unless otherwise agreed in writing, no action for lack of conformity can be taken by the Buyer, whether before judicial or arbitral Tribunals, after 2 years have passed from the date of arrival of goods at destination. It is expressly agreed that after the expiry of such term, the Buyer will not plead non-conformity of the goods.

7

11. COOPERATION BETWEEN THE PARTIES

11.1 The Buyer shall promptly inform the Seller of any claim made against the Buyer by his customers or third parties concerning the goods delivered or industrial and Intellectual property rights which could arise.

11.2 The Seller will promptly inform the Buyer of any claim which may involve the product

liability of the Buyer.

12. FORCE MAJEURE

Neither party shall be liable for delays or breaches of contractual conditions caused by Acts of God (floods, fires, earthquakes, etc.) or by social or legal circumstances (industrial action, changes in legal restrictions on overseas trade, etc.) which are beyond its control.

13. APPLICABLE LAW AND COMPETENT JURISDICTION

The Parties shall exercise their best efforts to resolve by negotiation any dispute, controversy o difference between them arising out or relating to this Contract.

If the dispute is not be resolved by direct negotiation, it will be finally settled by:

Alternative A. Legal proceedings in the Courts of .............. [insert country], and both parties agree to submit to the jurisdiction of those Courts.

Alternative B. Legal proceedings in the Courts of the country of the ……..........……… [Seller o Buyer] and, specifically, to those of the town/city where the ................ [Seller or Buyer] has its registered offices, except if the ......................... [Seller or Buyer], if it were the complainant, were to bring its claim before the Courts of the town/city where the other Party has its registered offices.

Alternative B. The Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the aforesaid Regulation. The place of arbitration shall be ........... [insert town/city and country] and the proceedings will have to be carried out using ……......…... as a language.

14. LANGUAGE

The whole text of the present Contract, as well as the documents derived from it, including those in the Annexes, have been written in:

Alternative A. English, and is therefore considered to be the only authentic text for all legal effects.

Alternative B. …………… and English, both versions being deemed authentic, but for legal purposes the text in .......... is to be given priority of interpretation.

8

Both Parties declare their conformity to the present contract, which is signed on ...... [ insert number, usually two] copies, each of which is considered original.

This contract enters into force the date written above.

Signed by a duly authorized representative of the Seller and of the Buyer.

Alternative A. At …………...... , on …… of .................., .........

Alternative B. The Seller, at ……………...., on ....... of ..............., ........, and the Buyer at ...…………..., on ........... of ……………….., ...........

For and on behalf of the Seller For and on behalf of the Buyer

__________________________ ____________________________Mr./Ms........................................ Mr./Ms............................................[Position]..................................... [Position] ........................................

9

Incoterms rules (INternational COmmerce TERMS) are a total of eleven terms published by the International Chamber of Commerce (ICC) based in Paris, which define the conditions of supply of goods in international sales transactions. The first edition was published in 1936 and subsequently have been making continuous revisions and updates (usually every ten years) to the one currently in force which is the year 2010 (Incoterms 2010).

Incoterms are used quite often to agree on terms of delivery in international sales, and in this sense, are commonly used in export contracts.

According to the latest version of Incoterms, which came into force in January 2011 and is likely to remain until 2020, Incoterms are classified into two groups:

Incoterms that can be used with any mode of transport: EXW, FCA, CPT, CIP, DAT, DAP y DDP.

Incoterms that can be used only with sea transport: FAS, FOB, CFR y CIF.

Nevertheless, it is important to mention that Incoterms 2010 rules advise that in the event that the goods are carried in containers and by ship, and the delivery place is a port, Incoterms "for any mode of transport" should be used, instead of "sea Incoterms"; i.e. sellers an buyers must use FCA, CPT or CIP instead of FOB, CFR o CIF.

Incoterms regulate some of the obligations of Seller and Buyer in international trade transactions, including:

Who pays international transportation. The place where the risks of loss or damage of goods are transfer: in origin (seller´s

country) or at the destination (buyer´s country). Who performs the export and import customs procedures. What documents must provide the Seller to the Buyer based on the agreed Incoterm.

The table below is a summary of those obligations. Full information about the use of Incoterms can be obtained from the publication Practical Guide to Incoterms 2010 , available in e-book format.

10

EXPLANATORY NOTE ABOUT THE USE OF INCOTERMSIN EXPORT CONTRACTS

Obligations of Sellers and Buyers for each Incoterm

IncotermPayment of

internationaltransportation

Transfer of risks

in transport

Exportcustoms

procedures

Importcustoms

procedures

EXW

FCA

CPT

CIP

DAT

DAP

DDP

For any mode of transport

Ex Works

Free Carrier

Carriage Paid To

Carriage and Insurance Paid To

Delivered At Terminal

Delivered At Place

Delivered Duty Paid

Buyer

Buyer

Seller

Seller

Seller

Seller

Seller

Origin

Origin

Origin

Origin

Destination

Destination

Destination

Buyer

Seller

Seller

Seller

Seller

Seller

Seller

Buyer

Buyer

Buyer

Buyer

Buyer

Buyer

Seller

FAS

FOB

CFR

CIF

For sea transport

Free Alongside Ship

Free On Board

Cost and Freight

Cost, Insurance and Freight

Buyer

Buyer

Seller

Seller

Origin

Origin

Origin

Origin

Seller

Seller

Seller

Seller

Buyer

Buyer

Buyer

Buyer

Incoterms 2010 rules also define which trade documents must provide the Seller to Buyer for each Incoterm. Between these documents must be distinguished commercial documents,

11

transport and insurance documents, certificates, etc. The table below is a summary of the documents that the Seller is required to deliver the Buyer for each Incoterm.

Document Delivery obligation of the Seller to the Buyer for each Incoterm

COMMERCIAL INVOICE In all Incoterms.

PACKING LIST In all Incoterms.

TRANSPORT DOCUMENT (CMR, B/L, AWB, FBL, etc.) In Incoterms CPT, CIP, CFR, CIF, DAT, DAP and DDP.

TRANSPORT INSURANCECERTIFICATE Only for Incoterms CIP and CIF.

CERTIFICATE OF ORIGIN In all Incoterms, whenever requested by the Buyer or import customs.

CERTIFICATE OF ANALYSIS In all Incoterms, whenever requested by the Buyer or import customs.

CERTIFICATE OF QUALITY CONTROL In all Incoterms, whenever requested by the Buyer or export and import customs.

EXPORT LICENSE In all Incoterms, except EXW, whenever requested by export customs.

IMPORT LICENSE Only in Incoterm DDP, whenever requested by import customs.

12

USER GUIDE

Contracts drafted by the legal experts of Global Negotiator cover all relevant aspects that are negotiated and agreed in the different types of business between companies. However, when these contracts are used you should take into account some recommendations common to all of them that are described in this User Guide. DATE

The date when the contract comes into force is the one that appears in its header, as mentioned in the final paragraphs of the contract, before signatures (This Contract comes into force on the date written above).

In some contracts -for example in the Supply Contract- the date of coming into force is also mentioned in one of the clauses. In these cases you have to verify that the two dates inserted in the contract (in the heading and in the corresponding clause) are the same, in order to avoid discrepancies.

PARTIES

Be sure to insert in the first page of the contract the full details of the Parties:

When a Party is a company you must insert the following information: legal name, legal form (limited, incorporated, etc.), full address, registration data and fiscal identification number.

When a Party is an individual that works as independent professional (for example a commercial agent) you must insert the following information: full name, profession, full address and fiscal identification number.

CLAUSES

Clauses with different alternatives: choose the most favorable

In the most important clauses of each contract (exclusivity, payment terms, applicable law and competent jurisdiction, etc.) several drafting alternatives are proposed so you can choose the most appropriate to each situation. Therefore, the user before submitting the contract to the other Party must choose the alternatives that seem best suited to their interests, and eliminate the rest. Clauses with blank spaces to be completed

In several clauses of the contract blank spaces appear with dots (.......................) that the user has to complete inserting text. Following the dots, between brackets, you will see the data and explanations to insert the text.

When the text between brackets is in normal letters (the same as the contract) and separated by "," or the word "o", the user must insert one of the options suggested.

13

Example of blank space (........) with options to select between brackets:

Orders handled before completion of the present Contract which produces sales transactions within .......... [1, 2, 3, 6] months shall entitle the Agent to receive the corresponding commission. In this case, the user must choose between options 1, 2, 3 or 6 months and insert one in the blank space (........).

When the text between brackets is in italics the user has to insert the data and information requested and eliminate the bracketed text.

Example of blank space - (.........) to insert text:

Both parties, by mutual consent, resolve to refer any dispute to the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The place of arbitration shall be ........... [city and country]. In this case, the user must insert in the blank space (...........) the city and country chosen to conduct the arbitration and afterward eliminate the bracketed text [city and country].

Notices Clause

Sometimes it may happen that the official address of the Parties which appear at the beginning of the contract is different from which is to be used for communications between the Parties during the terms of the contract. In this case, the user should include at the end of the contract a Notices Clause.

Example of Notices Clause:

Notices. - In order to comply with their contractual obligations, the Parties establish the following address for the provision of notices related to this contract:- Party 1 ............................................................. [insert full address].- Party 2 .............................................................. [insert full address].

ANNEXES

The contracts incorporate some Annexes, each of them, referenced to the corresponding Clause. Annexes are drafted in commonly used formats, although the user must adapt these formats and the text inserted in them to each particular situation.

SIGNATURES

People who sign

Persons signing the contract on behalf of the company must have the authority to do so and preferably, be entitled on the basis of a power of attorney. Below the signature, in addition to the full name of the person that signs his/her position must be inserted. When one of the Parties who signs is a natural person (for example a commercial agent in an Agency Contract) obviously he or she is the person that has to sign the contract.

The laws of some countries require that contracts, to be valid, shall be signed in front of witnesses or a public notary. Therefore, before signing a contract you should be informed about the requirements that may exist in each country.

14

Place and date of signature

Usually, contracts are signed by both Parties on the same date and place. Nevertheless, in international contracts, due to physical distance, it is common that each of the Parties sign in different dates and places. This contract provides for both alternatives so it comes to choosing the most appropriate to each situation.

Number of copies

Usually, the Parties sign two copies of the contract, each Party retaining one of them, but cal also arise the need to sign more copies. In this case, all you have to do is mention explicitly the number of copies to be signed in the paragraph that is included at the end of the contract (Both Parties declare their conformity to the present contract, which is signed in ...... copies, each of which shall be considered an original).

GENERAL RECOMMENDATIONS

The Parties must sign all pages of the contract, including Annexes, so they are also valid. It is better to use ball point or pen (not pencil) in a color other than black (e.g.: blue); this makes it easier to distinguish an original document from a photocopy.

It is preferable (although no mandatory) to express sums of money and percentages in words and figures. Of course, the words and figures for a given amount must match exactly. You also must insert the currency in which the amounts are expressed. It is advisable to use the rules establish by ISO that name each currency by three capital letters (EUR for euro, USD for dollar, GBP for sterling pound, JPY for Japanese yen, etc. - you can get the acronyms of every currency in the website www.oanda.com).

Once you have chosen the best alternatives of each clause and have completed the blank spaces you should revise the whole contract to remove remaining paragraphs and correct any errors.

LEGAL WARNING

Depending upon your particular situation this contract might not meet your needs and requirements. In the case of doubt, you should consult a legal advisor.

Global Marketing Strategies, S.L. as publisher and copyright holder of this contract disclaims all warranties, whether express or implied, respecting the legal content of this contract. For any claims arising out or in connection with the use of this contract, Global Marketing Strategies shall be limited to a refund of the purchase price.

15