International purchase/sale of goods agreement

THIS AGREEMENT made the * day of *, 19*.

BY AND BETWEEN:

*, a corporation organized and existing under the laws of*, and having its principal place of business at *,

(hereinafter called the “Seller”)

OF THE FIRST PART

-and-

*, a corporation organized and existing under the laws of*, and having its principal place of business at *,

(hereinafter called the “Buyer”)

OF THE SECOND PART

WHEREAS the Seller, through its * Division, carried on the business of manufacturing * at * and markets certain * products;

AND WHEREAS the Seller has agreed to [manufacture and/or sell] said products to the Buyer and the Buyer has agreed to purchase from the Seller products (as hereinafter defined), upon and subject to the terms and conditions hereof;

NOW THEREFORE, in consideration of the premises and the mutual agreements and covenants herein contained (the adequacy of which consideration as to each of the parties hereto is hereby mutually acknowledged), the parties hereto hereby covenant and agree as follows:

Article 1 Definitions and Principles of Interpretation

1.1 Definitions - Whenever used in this Agreement, unless there is something in the subject matter or context of their use inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them as follows:

(a) Agreement - “Agreement” means this Purchase/Sale of Goods Agreement and all instruments supplemental hereto or in amendment or confirmation hereof; “hereof”, “hereto” and “hereunder” and similar expressions mean and refer to this Agreement and not to any particular article or section; “Article” or “Section” means and refers to the specified article or section of this Agreement;

(b) Buyer - “Buyer” means *, a corporation organized and existing under the laws of *, the Party of the Second Part hereto;

(c) Parties - “Parties” means the Seller and the Buyer, collectively, and “Party” means only one of them;

(d) Purchase Price - “Purchase Price” means the purchase price to be paid by the Buyer to the Seller for the Purchased Goods as provided in Section 4.1 hereof [as adjusted, if necessary, pursuant to Section 3.3 hereof];

(e) Purchased Goods - “Purchased Goods” means all of the goods described in Section 3.1 and Schedule I hereof; and

(f) Seller - “Seller” means *, a corporation organized and existing under the laws of *, the Party of the First Part hereto.

1.2 Interpretation - Whenever the contest requires, all words used in the singular number shall be deemed to include the plural and vice versa, and each gender shall include any other gender. The use herein of the word “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific terms or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, or “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. The use of the word “approval” or “consent” shall mean the prior written approval or consent.

1.3 Entire Agreement - This Agreement, including Schedules * to * hereto, together with the agreements and other documents to be delivered pursuant hereto, constitute the entire Agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties and there are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof except as specifically set forth herein and therein. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

1.4 Headings - The Article and Section headings contained herein are included solely for convenience, are not intended to be full or accurate descriptions of the content thereof and shall not be considered part of this Agreement.

1.5 Schedules - The following are the Schedules to this Agreement, which Schedules are an integral part of this Agreement:

Schedule I - Purchased Goods

Schedule II - Specifications

Schedule III - Shipment Schedule

1.6 Applicable Law - This Agreement shall be governed and construed in accordance with the laws of the State of * and the laws of the [United States] applicable therein and shall be treated in all respects as a * contract.

OR

Sales Convention - This Agreement shall be governed and construed in accordance with the United Nations Convention on Contracts for the International Sale of Goods supplemented by the law of the State of *, USA.

OR

Domestic Law - This Agreement shall be governed and construed in accordance with the domestic laws of the state of * and the domestic laws of the United States applied therein and shall be treated in all respects as a domestic * contract.

1.7 Jurisdiction - Any controversy arising hereunder or in relation to this Agreement shall be settled in [New York] as hereinafter provided for. The Court and the authorities of the [State of New York] shall have jurisdiction over all controversies which may arise under or in relation to this Agreement, especially with the respect to the execution, interpretation and compliance of this Agreement, the Parties hereto waiving any other venue which they might be entitled by virtue of domicile, habitual residence or otherwise. The Parties acknowledge and agree that the provisions of this clause, section 1.7 do not supersede Article 11 (Arbitration). It is the intention of the Parties that the provisions of Article 11 prevail in the event of any dispute, difference, controversy or claim. Only in the event that any such dispute, difference, controversy or claim is not within the arbitration provisions of Article 11 do the Parties agree to the exclusive jurisdiction of the courts of [state of New York].

1.8 Currency - Unless otherwise indicated, all dollar amounts referred to in this Agreement are in [United States] currency.