This is the second edition, expanded and updated, of an enormously useful book that guides practitioners through the process of drawing up sound agreements for the international sale of goods. Organised according to the framework of an annotated agreement, with detailed commentary on each provision, it incorporates hundreds of model clauses designed to cover every contingency, including such factors as the following (and a great deal more):
- definitions;
- Incoterms;
- price adjustments;
- documentation;
- labelling;
- delivery dates;
- transportation modes;
- limitation of liability;
- confidentiality;
- arbitration; and
- antitrust issues.
Although the clauses are drawn without reference to any particular country, relevant national circumstances are covered in the commentary to each clause.
Clause by clause, it clearly details the drafting process, commenting expertly on every issue likely to arise as it goes.
Contents:
Contents of Sample Clauses.
Introduction.
1. Preliminary Matters.
2. Drafting the Agreement.
3. The Goods Being Sold.
4. Trade Terms.
5. Price.
6. Permits, Licenses and Certificates.
7. Payment.
8. Delivery.
9. Transfer of Title and Risk.
10. Bills of Lading and Other Documents for Carriage of Goods.
11. Insurance.
12. Inspection.
13. Warranties.
14. Force Majeure and Hardship.
15. Termination and Penalty Clauses.
16. Intellectual Property.
17. Other Obligations of the Parties.
18. Dispute Resolution.
19. Governing Law.
20. Language.
21. Miscellaneous Provisions.
Appendices: 1. The CISG. 2. UNIDROIT Principles of International Commercial Contracts. 3. The Principles of European Contract Law.