Article 2 Compliance

2.1 Compliance - Each Party agrees that it shall act so as to implement, to its full extent, the provisions of this Agreement and in all respects use its best endeavours and take all such steps as may reasonably be within its power so as to comply with and act in a manner contemplated by the provisions of this Agreement and so as to implement to their full extent the provisions of this Agreement, and to extent, if any, which may be permitted by law, shall cause its respective nominee, directors, agents and employees, if any, to act accordingly.

2.2 Parties to be Bound - The Parties covenant and agree to conduct their affairs in accordance with the provisions of this Agreement and to take no action which would constitute a contravention of any of the terms or provisions of this Agreement. Nevertheless, notwithstanding anything contained in this Agreement, the Parties shall so conduct their affairs as to comply with any law (statutory or otherwise), regulation or other legal requirement applicable to them.

Article 3 Agreement to Purchase

3.1 Agreement to Sell and Purchase - The Seller agrees to sell to the Buyer and the Buyer agrees to buy from the Seller:

[(a) identification of the Purchased Goods ordered, including, if applicable, model numbers;]

[(b) quantity;]

[If representing the Buyer, you want to add the following: provided that the Buyer shall have the option to increase such quantity by an amount up to * on the same terms and conditions with no additional costs if [telex, telecopy or other agreed means of communication] of exercise of such option is sent by the Buyer to the Seller on or before *.]

[(c) requested Delivery Dates;] and

[(d) shipping details and address.]

[If this list is lengthy or complicated, it should be set out in Schedule 1.]

3.2 Specifications - The specifications of the Purchased Goods are set forth in Schedule 2 hereof.

[Governmental Approval - Depending on the circumstances, one of the Parties may wish to advise the other party of a particular law or regulation, etc., and require compliance.]

Condition Precedent

3.3 [Government Approval - It is recognized that after this Agreement is executed by both Parties, it is subject to approval by [the appropriate agency] of the government of [Buyer’s country]. It is agreed that the Seller shall not be obligated to commence performance until the date that the Buyer has notified the Seller that the required approvals of the Government of * have been received and instructed the Seller to proceed with the work.

In the event that the approval is denied or that approval is made conditional upon any modification of any of the provisions of this Agreement neither Party shall have any obligation to the other except to the extent that the Buyer has agreed to reimburse the Seller for services rendered or work performed in expectation of obtaining approval of this Agreement.]

OR

Condition Subsequent

The Buyer shall obtain any required * export license and any required import license or any other governmental authorization, permit and satisfy all formalities as may be required to carry out the terms of this Agreement in accordance with the law and regulations. [The Seller agrees to use reasonable efforts in assisting the Buyer in obtaining any such licenses or authorizations.] The Seller is not liable if any license or governmental authorization is delayed, denied, revoked, restricted or not renewed and the Buyer shall not be relieved thereby of its obligations to pay the Seller for the Purchased Goods and any other costs or charges which are the responsibility of the Buyer under this Agreement.

3.4 Delivery Terms - All deliveries of the Purchased Goods shall be [insert appropriate INCOTERM]. Unless otherwise provided in this Agreement, [INCOTERM] shall be construed in accordance with INCOTERMS 1990 of the International Chamber of Commerce. [If acting for Seller, you may want to insert the following: Partial deliveries shall be permitted.] Upon any delivery, title to the Purchased Goods, all risk of loss or damage to or delay of the Purchased Goods shall pass to the Buyer. [If acting for the Seller, you may want to insert the following: Delivery times are approximate and are dependent upon prompt receipt by the Seller of all material and information necessary to produce and/or supply within the scheduled time.] [If acting for the Buyer, you may want to insert the following: Shipment of the Purchased Goods shall commence no earlier than * and shall be completed no later than *. All of the provisions of this Agreement regarding the time within which the Seller must ship the Purchased Goods to the Buyer are of the essence, and a failure to strictly comply with the shipment schedule shall be considered a breach which impairs the value of the entire Agreement. If the Seller fails to meet the shipment schedule as to any shipment, the Buyer may, at its option and to addition to all other rights it may possess, cancel this Agreement, purchase elsewhere, and hold the Seller accountable for all additional costs or damages incurred. The acceptance of late or defective deliveries shall not be deemed a waiver by the Buyer of its right to cancel this Agreement, or to refuse to accept further deliveries. Prior to shipment, the Seller must obtain an inspection certificate from * certifying that the Purchased Goods conform to contractual specifications and samples.]

3.5 Modification of Orders - The Purchased Goods shall not be modified or cancelled except upon the written agreement of both Parties. The materially agreed changes to the Purchased Goods shall be subject to the provisions of this Agreement whether or not the written agreement of modification so states.

3.6 Export Regulations - The Buyer shall supply to the Seller on a timely basis with all necessary information and documentation requested by the Seller in order to permit the Seller to export the Purchased Goods with respect to any sale or order solicited by the Buyer hereunder.