Sale and supply contracts between businesses are used to document and help organise the sale and purchase of goods. Contracts may range from small deals between sole traders, to vast international agreements for huge quantities of expensive equipment.

The contract governing a sale and supply arrangement should set out clearly the obligations of all parties involved and avoid ambiguity, and thereby minimise the risk of dispute in the course of the trading relationship.

Because each business is unique, no one precedent can serve the needs of all. However, the key considerations in each contract are similar, from the main terms covering the product, the price, and delivery, to the apportionment of risk and liability for when things go wrong.

On this page we have set out some resources that may be useful throughout the drafting and negotiation of an individual sale and supply contract. The links featured include introductory material on international supply contracts, and the websites of important regulatory bodies in this area.

Wikipedia on International Commercial Terms

Wikipedia offers a good starting point when thinking about the features of an sale and supply agreement between.

There are good introductory entries on Incoterms and the UN Convention on Contracts for the International Sale of Goods (for more details of each, see below).

Incoterms and the ICC

The International Chamber of Commerce is the body responsible for setting rules and standards relating to international commerce, and promoting growth and prosperity in global trade.

The ICC's Incoterms are used in international sale and supply contracts between businesses across the globe, and govern the main issues relating to the delivery and transportation of products. A series of simple three-letter codes are used to identify the applicable rule (e.g. EXW for ex works).

The full definitions of the various Incoterms are available in book form from the ICC website. The site also includes a history of Incoterms, information about training in the application of the rules, which can be carried out online or in Paris, and an FAQ, which gives a thorough introduction to the use and status of the terms, and outlines the 11 rules for 2010.

United Nations

The United Nations is relevant to international sale contracts, as a result of the work of the United Nations Commission on International Trade Law. The body attempts to harmonize international trade law between different countries, through conventions, model laws and guidance.

The United Nation Conventions on Contracts for the International Sale of Goods has currently been ratified by 76 countries. This ratification automatically incorporates uniform laws into international trade agreements in contracting states, unless it is expressly excluded in the contract. The convention can be accessed here.

Also worth noting is the United Nations Conference on Trade and Development, whose objectives include the promotion of development through trade. UNCTAD is primarily focussed on helping developing countries with trade negotiations, and the website includes details of reports, publications and news.

Contract Templates and Precedents

We supply standard terms and conditions for the sale of goods.

In addition, there is a wealth of sample contracts to be found on the internet. Good websites include Onecle and TechAgreements, where example contracts can be accessed for comparison and analysis.

Legal News: Commercial Updates

LexisNexis can be of use in order to keep you abreast of recent developments in the commercial and international sectors. The website features articles on emerging issues and recent cases, as well as law forums and blogs from lawyers in the industry.

Books

For further information on sale and supply contracts, a good selection of books can be found at the Open Library. The website aspires to make a webpage for every book ever published, and so should be able to satisfy all queries. If the book is not available as an e-book through the site, useful links are provided in order to search the title through Amazon and other similar websites.

Firms specialising in Commercial Agreements and International Law

International sales contracts will be governed by the principles of contract law, which is the specialty of commercial lawyers. The specific issues affecting contracting parties will depend on their unique situation, and the jurisdiction they are trading from. The HG.org directory lists American firms that specialize in these areas, while the Legal 500 highlights the most reputable firms from across the globe.

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Sale and Supply Contract Resources