If acting for the Seller, where the Buyer comes from a country with foreign exchange restrictions, a clause similar to the following should be considered.

5.3 Foreign Exchange Control - The Buyer has obtained the appropriate government approval of * required for the Buyer to enter into this Agreement permitting the Buyer to make payments to the Seller for the Purchase Price of the Purchased Goods in United States dollars in the United States.

Article 6 Taxes and Duties

6.1 Taxes and Duties - The Buyer shall be solely responsible for and shall pay, or reimburse the Seller for, all taxes, duties, import deposits, assessments and other governmental charges, however designated, which are now or hereafter imposed under or by any governmental authority or agency, that are: associated with the performance by the Seller of its obligations hereunder; the payment of any amount by the Buyer to the Seller pursuant to this Agreement; based on the Purchased Goods or their uses, or relate to the import of the Purchased Goods into [name of destination] in accordance with then prevailing law or regulations.

6.2 Net Amounts - All payments to be made by the Buyer to the Seller pursuant to this Agreement represent net amounts the Seller is entitled to receive and shall not be subject to any deductions for any reason whatsoever. In the event any of said charges become subject to taxes, duties, assessments or fees of whatever kind or nature levied outside the United States, said payments shall be increased to such an extent as to allow the Seller to receive the net amounts due under this Agreement.

Article 7

Inspection and Rejection [If acting for the Buyer you may want to insert the following paragraphs:

7.1 Right to Independent Inspection - The Buyer has the right, at its expense, to engage an independent inspection organization, to inspect and/or test the Purchased Goods prior to shipment. The Seller shall provide all reasonable facilities and assistance for the safety and convenience of such inspectors in the performance of their duties. Based upon such inspection, the Buyer has the right to reject nonconforming or defective Purchased Goods and/or packaging or to require their correction.

7.2 Right to Inspect - Regardless of whether an inspection has taken place prior to shipment, the Buyer has the right to inspect the Purchased Goods upon delivery to the Buyer’s warehouses and, in addition to any other rights which it may have, the right to reject any defective Purchased Goods, Purchased Goods which fail to conform to the descriptions and specifications set forth in Schedule II (or which fail to comply with the Law, regulation, etc.) set forth in Schedule * of this Agreement. The Buyer will promptly notify the Seller in writing of all claimed defects and nonconformities, and such defective or non-conforming Purchased Goods will be held for the Seller’s instruction and, if the Seller so directs, will be returned at the Seller’s expense. The failure to inspect, either prior to shipment or upon delivery to the Buyer’s warehouses, shall not be deemed a waiver of any of the rights of the Buyer under any provision of this Agreement.]