An international sales contract sets out the terms governing a cross-border sale of goods between a seller and a buyer. At a minimum, it should identify the goods, price and payment terms, delivery arrangements, allocation of risk, applicable legal framework and dispute resolution mechanism.
A contract template can provide a useful starting structure, but it must be adapted to the transaction. The application of the CISG, the chosen Incoterm, payment security, retention of title and the enforceability of specific clauses may depend on the countries and legal systems involved.
The model below is therefore intended as a drafting framework for B2B international sales, not as a universal contract that can be used unchanged in every transaction.
What should be decided before using an international sales contract template?
Before completing the model, seller and buyer should determine:
- the exact identity of the contracting parties;
- the goods, quantity and technical specifications;
- price, currency and payment method;
- delivery date or schedule;
- the applicable Incoterms® 2020 rule and named place or port;
- when risk and ownership of the goods pass;
- inspection, conformity and warranty procedures;
- whether the CISG applies and whether the parties intend to modify or exclude it;
- the national law governing matters outside the CISG;
- whether disputes will be submitted to national courts or arbitration.
International Sales Contract Template
INTERNATIONAL SALES CONTRACT
This International Sales Contract (the “Contract”) is entered into on [DATE] between:
Seller: [FULL LEGAL NAME], a company incorporated under the laws of [COUNTRY], with registered office at [ADDRESS], company registration number [NUMBER], represented by [NAME AND POSITION] (the “Seller”);
and
Buyer: [FULL LEGAL NAME], a company incorporated under the laws of [COUNTRY], with registered office at [ADDRESS], company registration number [NUMBER], represented by [NAME AND POSITION] (the “Buyer”).
The Seller and the Buyer are individually referred to as a “Party” and together as the “Parties”.
1. Goods and specifications
1.1 The Seller agrees to sell and the Buyer agrees to purchase the following goods (the “Goods”): [DESCRIPTION OF GOODS].
1.2 The quantity of the Goods shall be [QUANTITY].
1.3 The Goods shall comply with the specifications set out in [ANNEX / TECHNICAL SPECIFICATION / DRAWING / PRODUCT STANDARD], which forms part of this Contract.
1.4 Any amendment to the specifications, quantity or other material characteristics of the Goods must be agreed by the Parties in writing.
Drafting note: technical goods should normally be identified through specifications, drawings, tolerances or agreed standards rather than relying exclusively on a commercial product name.
2. Price and currency
2.1 The purchase price shall be [AMOUNT] [CURRENCY] per [UNIT], for a total contract price of [TOTAL AMOUNT] [CURRENCY].
2.2 Unless otherwise stated in this Contract, taxes, customs duties, transport costs, insurance and other delivery-related costs shall be allocated in accordance with the Incoterms® rule specified in Article 4.
2.3 Any price adjustment mechanism applicable to a long-term or recurring supply relationship shall be set out in [ANNEX / FORMULA / INDEX].
3. Payment
3.1 The Buyer shall pay the purchase price by [ADVANCE PAYMENT / BANK TRANSFER / OPEN ACCOUNT / DOCUMENTARY CREDIT / OTHER METHOD].
3.2 Payment shall be made within [NUMBER] days from [INVOICE DATE / DELIVERY / RECEIPT OF DOCUMENTS / OTHER EVENT].
3.3 Payment shall be made to the following account or to another account notified by the Seller in accordance with this Contract:
Bank: [BANK]
Account holder: [ACCOUNT HOLDER]
IBAN/account number: [NUMBER]
SWIFT/BIC: [CODE]
3.4 Where payment is made by documentary credit, the Parties shall specify the issuing bank, confirmation requirements, expiry date, required documents and applicable banking rules. If agreed, the documentary credit shall be subject to UCP 600.
3.5 If the Buyer fails to pay an amount when due, the Seller may exercise the remedies available under this Contract and the applicable legal framework, including any agreed right to suspend further performance.
4. Delivery and Incoterms®
4.1 Delivery shall take place under the following rule:
[INCOTERMS RULE] [NAMED PLACE OR PORT], Incoterms® 2020.
4.2 The agreed delivery date or period shall be [DATE / PERIOD].
4.3 The Seller shall provide the following documents where applicable: [COMMERCIAL INVOICE / PACKING LIST / TRANSPORT DOCUMENT / CERTIFICATE OF ORIGIN / INSPECTION CERTIFICATE / OTHER DOCUMENTS].
4.4 Any obligations concerning transport, customs clearance, insurance and related costs not expressly modified by this Contract shall be determined by the selected Incoterms® 2020 rule.
Drafting note: the named place or port is part of the Incoterm. “FCA” alone is less precise than “FCA Bologna, Italy, Incoterms® 2020”.
5. Transfer of risk
Risk of loss of or damage to the Goods shall pass from the Seller to the Buyer at the point determined by the Incoterms® 2020 rule agreed in Article 4, unless the Parties expressly agree otherwise.
6. Transfer of title and retention of title
6.1 Ownership of the Goods shall pass to the Buyer [ON FULL PAYMENT / ON DELIVERY / AT ANOTHER AGREED MOMENT], subject to the applicable law.
6.2 If the Parties choose a retention of title mechanism, title to the Goods shall remain with the Seller until the Seller has received full payment of the amounts covered by the agreed clause.
6.3 The validity, effectiveness and enforceability of any retention of title arrangement shall remain subject to the law applicable to proprietary matters and to any mandatory requirements of the jurisdiction in which the Goods are located.
Drafting note: transfer of risk and transfer of ownership are different issues. Incoterms® allocate certain delivery risks but do not determine ownership of the Goods.
7. Inspection and conformity of the Goods
7.1 The Buyer shall examine the Goods within the period reasonably required by the nature of the Goods and the circumstances of the transaction, subject to any more specific inspection procedure agreed below.
7.2 Any apparent lack of conformity shall be notified to the Seller in writing within [NUMBER] days after [DELIVERY / INSPECTION].
7.3 A lack of conformity that could not reasonably have been detected during the initial inspection shall be notified within [NUMBER] days after discovery, subject to the applicable contractual and legal time limits.
7.4 The notice shall describe the alleged defect with sufficient detail and, where reasonably available, include supporting documents, photographs, test results or other relevant evidence.
8. Remedies for non-conforming Goods
If the Goods do not conform to the Contract, the remedies available to the Buyer shall be determined by this Contract and the applicable legal framework. Depending on the circumstances and any agreement between the Parties, the remedies may include repair, replacement, price reduction, damages or termination where the relevant conditions are met.
The Parties may agree to the following specific warranty or remedy regime: [INSERT AGREED TERMS].
9. Suspension and termination
9.1 A Party may suspend performance where such suspension is permitted by this Contract or the applicable law and the circumstances justify it.
9.2 A Party may terminate or avoid the Contract where the conditions established by this Contract and the applicable legal framework are satisfied.
9.3 The Parties may specify additional events permitting termination, including:
- material non-payment;
- material failure to deliver;
- repeated material breach;
- insolvency events, to the extent the clause is effective under the applicable law;
- continued force majeure beyond an agreed period.
9.4 Termination shall not affect rights or claims accrued before termination unless otherwise agreed or required by law.
10. Force majeure
10.1 A Party affected by an impediment beyond its reasonable control shall notify the other Party without undue delay, providing reasonable information about the event, its expected impact and the measures being taken to mitigate its effects.
10.2 The consequences of the impediment, including any suspension of performance or right to terminate after a prolonged event, shall be determined in accordance with the agreed force majeure clause and the applicable legal framework.
10.3 The Parties may identify transaction-specific events or exclusions here: [INSERT TERMS].
11. Hardship
If an unforeseen change of circumstances fundamentally alters the economic balance of the transaction without making performance impossible, the Parties shall apply the hardship mechanism, if any, expressly agreed in this Contract: [INSERT RENEGOTIATION / ADAPTATION / TERMINATION MECHANISM].
12. Trade restrictions and compliance
Each Party shall comply with mandatory trade restrictions, sanctions, export controls and customs requirements applicable to its performance under the Contract.
If a new restriction materially affects the legality of shipment, delivery or payment, the Parties shall assess the consequences under the applicable law and any specific contractual mechanism agreed for that situation.
13. Assignment
Neither Party may assign or transfer this Contract, in whole or in part, without the prior written consent of the other Party, except where the Contract expressly permits an assignment to [AFFILIATES / SUCCESSORS / FINANCING INSTITUTIONS / OTHER AUTHORISED PARTIES].
14. Confidentiality
Each Party shall keep confidential any non-public commercial, technical or financial information received from the other Party in connection with the Contract and shall use such information only for the purposes of performing or managing the contractual relationship, subject to any separate confidentiality agreement between the Parties.
15. Contract documents and order of precedence
15.1 The following documents form part of this Contract:
- this International Sales Contract;
- [TECHNICAL ANNEX];
- [PRICE / PRODUCT SCHEDULE];
- [PURCHASE ORDER];
- [GENERAL CONDITIONS OF SALE OR PURCHASE];
- [OTHER DOCUMENT].
15.2 In the event of inconsistency, the documents shall prevail in the following order: [INSERT ORDER OF PRECEDENCE].
15.3 Any standard conditions not expressly incorporated into the contractual relationship shall not become binding merely because they appear on a later invoice or other document, subject to the rules governing contract formation and the circumstances of the transaction.
16. Applicable law and CISG
The Parties should select one of the following approaches and delete the alternative that does not apply.
Option A — CISG applies:
This Contract shall be governed by the United Nations Convention on Contracts for the International Sale of Goods (CISG). Matters not governed by the CISG shall be governed by the law of [COUNTRY], excluding its conflict-of-laws rules to the extent permitted.
Option B — CISG excluded:
This Contract shall be governed by the law of [COUNTRY], excluding its conflict-of-laws rules to the extent permitted. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
Drafting note: selecting the law of a CISG Contracting State does not necessarily exclude the Convention. If exclusion is intended, it should be addressed expressly.
17. Dispute resolution
The Parties should select one dispute resolution mechanism and delete the alternative that is not intended to apply.
Option A — National courts:
The courts of [CITY, COUNTRY] shall have [EXCLUSIVE / NON-EXCLUSIVE] jurisdiction over disputes arising out of or in connection with this Contract, subject to any mandatory jurisdiction rules that apply.
Option B — Arbitration:
Any dispute arising out of or in connection with this Contract shall be finally resolved by arbitration under the rules of [ARBITRATION INSTITUTION / AGREED RULES]. The seat of arbitration shall be [CITY, COUNTRY]. The tribunal shall consist of [ONE / THREE] arbitrator(s). The language of the arbitration shall be [LANGUAGE].
18. Notices
Any notice under this Contract shall be sent to the addresses or electronic contacts specified below, using the agreed method of communication:
Seller: [CONTACT DETAILS]
Buyer: [CONTACT DETAILS]
A notice shall be considered received according to the rules specified here: [INSERT NOTICE MECHANISM].
19. Amendments
Any amendment to this Contract shall be made in accordance with the form requirements agreed by the Parties and any mandatory requirements of the applicable law.
20. Language
This Contract is executed in [LANGUAGE]. If it is executed in more than one language, the Parties shall specify which version prevails in the event of inconsistency: [PREVAILING LANGUAGE].
21. Entire agreement
Subject to any documents expressly incorporated under Article 15, this Contract constitutes the agreement between the Parties concerning its subject matter and supersedes prior negotiations, statements and understandings to the extent permitted by the applicable law.
22. Signatures
For the Seller:
Name: [NAME]
Position: [POSITION]
Date: [DATE]
Signature: ______________________________
For the Buyer:
Name: [NAME]
Position: [POSITION]
Date: [DATE]
Signature: ______________________________
How to adapt the international sales contract template
The sections that most frequently require transaction-specific drafting are payment security, Incoterms®, retention of title, inspection and defects, limitation or allocation of liability, termination, governing law and dispute resolution.
A recurring supply relationship may also require a different architecture. Instead of repeating the full contract for every delivery, the parties can use a framework supply agreement governing the continuing relationship and individual purchase orders defining products, quantities, prices and delivery dates.
The hierarchy between the framework agreement, orders, technical annexes and general conditions should then be stated expressly.
Frequently asked questions about international sales contract templates
Can the same template be used with every foreign buyer?
The same structure can be reused, but the clauses should be reviewed for the specific transaction and jurisdictions involved. CISG application, retention of title, mandatory rules, payment risk and enforcement can change from one relationship to another.
Is this template suitable for recurring supplies?
It can be adapted, but a recurring relationship may be better documented through a framework supply agreement combined with individual orders. The agreement should then regulate how future orders are formed and which document prevails if terms conflict.
Should an international sales contract be bilingual?
A bilingual contract may be useful where the parties work in different languages, but the agreement should state which language version prevails if the texts are inconsistent. Translation alone does not resolve questions concerning applicable law or interpretation.
A template is a starting point, not the final risk allocation
The purpose of an international sales contract template is to identify the decisions that buyer and seller need to make before performance begins. The final wording should reflect the actual goods, payment structure, logistics, legal framework and jurisdictions involved.
Where the transaction involves significant value, technical products, recurring supplies, payment security or several jurisdictions, adapting the model before signature allows the contractual documents to be aligned with the transaction rather than relying on provisions designed for a different commercial relationship.