The International Sales Contract is essential for businesses engaged in cross-border trade involving Nigerian parties or choosing Nigerian law as the governing law. This document is particularly relevant in the context of Nigeria's growing international trade relationships and must comply with both Nigerian domestic legislation and international trade practices. The contract addresses crucial aspects including product specifications, payment terms (often involving letters of credit), delivery conditions (using Incoterms), quality requirements, regulatory compliance, and dispute resolution mechanisms. It incorporates necessary provisions for foreign exchange regulations under Nigerian law and export/import requirements, while also considering international trade conventions and practices. This template is designed to protect both parties' interests while ensuring compliance with Nigerian commercial law and international trade regulations.
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1. Parties: Identification and details of the seller and buyer, including registration numbers and addresses
2. Background: Context of the transaction and relationship between the parties
3. Definitions: Definitions of key terms, including technical terms, Incoterms, and contract-specific terminology
4. Sale and Purchase: Core agreement for the sale and purchase of goods
5. Price and Payment Terms: Purchase price, currency, payment method, and payment schedule
6. Delivery Terms: Delivery schedule, Incoterms rule, delivery location, and transfer of risk
7. Quality and Specifications: Quality standards, specifications, and inspection requirements
8. Documentation: Required shipping documents, certificates, and commercial documentation
9. Title and Risk: Transfer of title and risk allocation between parties
10. Warranties and Representations: Standard warranties regarding goods, capacity, and authority
11. Compliance with Laws: Export/import compliance, permits, and regulatory requirements
12. Force Majeure: Events excusing performance and consequences
13. Termination: Termination rights and consequences
14. Dispute Resolution: Governing law, jurisdiction, and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Intellectual Property Rights: Required when goods involve patents, trademarks, or other IP rights
2. Exclusivity: Used when granting exclusive rights to sell in certain territories
3. Insurance: Detailed insurance requirements beyond standard Incoterms obligations
4. Performance Bond: When security for performance is required
5. Confidentiality: Required when sharing sensitive technical or commercial information
6. After-Sales Services: When ongoing support or maintenance is part of the agreement
7. Training: When seller must provide training on use of goods
8. Local Content Requirements: When compliance with local content laws is required
1. Schedule 1 - Product Specifications: Detailed technical specifications of the goods
2. Schedule 2 - Pricing Schedule: Detailed pricing, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Delivery Schedule: Detailed delivery timeframes and milestones
4. Schedule 4 - Quality Standards: Specific quality requirements, testing procedures, and acceptance criteria
5. Schedule 5 - Required Documentation: List of all required shipping and commercial documents
6. Schedule 6 - Form of Performance Bond: Template for performance bond if required
7. Appendix A - Incoterms Obligations: Detailed breakdown of parties' obligations under chosen Incoterm
8. Appendix B - Compliance Checklist: List of regulatory requirements and required permits/licenses
Authors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Agriculture
Oil and Gas
Consumer Goods
Textiles
Technology
Automotive
Pharmaceuticals
Mining
Construction Materials
Chemical Industry
Food and Beverage
Relevant Teams
Legal
Commercial
Finance
Compliance
Supply Chain
International Trade
Procurement
Sales
Risk Management
Logistics
Treasury
Relevant Roles
Commercial Director
Export Manager
Import Manager
Legal Counsel
Compliance Officer
Supply Chain Manager
Chief Financial Officer
Sales Director
Procurement Manager
Trade Finance Manager
Logistics Manager
Contract Administrator
Business Development Manager
Risk Manager
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