卖方（姓名及地址）：_________
联系人（姓名及地址）：_________
买方（姓名及地址）：_________
联系人（姓名及地址）：_________
第1条 概述
1．1 这些一般条款旨在与Icc国际货物销售同（仅用于旨在转售的制成品）的具体条款（A部分）结合使用。但亦可单独并入任何销售合同。在一般条款（B部分）独立于具体条款（A部分）而单独使用的情况下，B部分中任何对A部分之援引都将被解释为是对双方约定的任何相关的具体条款之援引。一旦一般条款与双方约定的具体条款相抵触，则以具体条款为准。
1．2 本合同本身所包含的条款（即一般条款和双方约定的任何具体条款）没有有明示或默示解决的任何与合同有关的问题，应由：
a）联合国国际货物销售合同公约（1980年维也纳公约。以下称GIGS）管辖；及
b）在cISG对这些问题未作规定的情况下，则参照卖方营业地所在国的法律来处理。
1．3 任问对贸易术语（如EXW、FcA等）之援引都视为是对国际商会出版的INcOTERMS的相关术语之援引。
1．4 任何对国际商会出版物之援引都视为是对合同成立时的现行版本之援引。
1．5 除非书面约定或证明，任何对合同的修改都是无效的。但，若一方当人的行为已为另一万当事人信赖，那么，就此而言，该方当事人就不得主张此项规定。
第2条 货物特征
2．1 双方约定，除非合同明确提及，卖方所提供的商品目录、说明书、传单、广告、图示、价目表中包含的任何有关货物及其用途的信息，如重量、大小、容量、价格、颜色以及其他数据，都不得作为合同条款而生效。
2．2 除非另有约定，尽管买方有可能得到软件、图纸等、但他并未因此而获得它们的产权。卖方仍是与货物有关的知识产权或工业产权的唯一所有者。
第3条 货物在装运前的检验
若双方已约定买方有权在装运前检验货物，则卖方必须在装运前一个合理时间内通知买方货物已在约定地点备妥待验。
第4条 价格
4．1 如果没有约定价格，则应采用合同成立时卖方现行价目表上所列价格。若无此价格，则应采用合同成立时此类货物的一般定价。
4．2 除非另有书面约定，此价格不包括增值税，并且不能进行价格调整。
4．3 A-2表格所示价格（合同价格），包括卖方根据合同所负的任何费用。但，如果卖方负担了按合同规定应由买力承担的任何费用（例则EXW和FcA术语下的运费或保险费），那么，此数额不应认为已包括在A－2表格所示的价格中，而应由买方偿还卖方。
第5条 支付条件
5．1 除非另有书面的，或可从双方间先前交易做法推知的其他约定价款和任何其他买方欠卖方的金额，应以赊帐方式支付，并且支付时间为自发票日起30天。到期金额，除非另有约定，应以电传方式划拨至卖方所在国的卖方银行。记入卖方帐户；并且当各别拥金额以即可动用之资金形式由卖方银行收讫时，就认为买方已履行了其付款义务。
5．2 若双方约定贷款预付且再无其他表示，则除非另有约定，应认为该预付款是对全部价款的预付，已必须在约定的交货日期必约定交货期间的第一天前至少30天，以即可动用的资金形式由卖方银行收讫。如果双方约定仅预付一部分合同价款，则余额的付款条件按本条所述规则办理。
5．3 如果双方约定以跟单信用证方式付款，那么，除非另有约定，根据国际商会出版的《跟单信用证统一惯例》，，买方必须安排一家信誉良好的银行开出以卖方为受益人的跟单信用证，并且必须在约定的交货日期或约定的交货期的第一天前至少30天通知卖方。除非另有约定，跟单信用证的兑现方式应为即期付款，并允许分批装运和转运。
5．4 若双方约定以限单托收方式付款，则除非另有约定，应为付款交单（D／P）。在任何情况下，交单都应按国际商会出版的托收统一规则办理。
5．5 在双方已约定货款支付由银行保函作担保的措况下，买方应在约定的交货日期前至少30天或在约定的交货期间第一天前至少30天，通过一家信誉良好的银行，根据国际商会出版的见索即付保函统一规则，提供见索即付的银行保函，或，根据此规则或国际商会出版的跟单信用证统一惯例，开立备用信用证。
第6条 延迟付款的利息
6．1 如果一方有一定金额的款项到期未付，则另一方有权取得该款项自到期日至付款日的利息。
6．2 除非另有约定，利率应比付款地支付货币现行的对信誉良好借款者计收的银行平均短期贷款利率高2％。若在该地没有这样一个利率，则以付款货币国的同一利率为准。如果两地都没有这样的利率，则应以付款货币国法律所确定的适当利率为准。
第7条 所有权的估留
若双方已经有效地同意保留所有权，则在付款完毕前，货物所有权仍属卖方。或按其他约定。
第8条 合同交货术语
除非另有约定，应以工厂交货（EXW）为交货术语。
第9条 单据
除非另有约定，卖方应提供适用的国际商会贸易术语所指明的单据（如果有的话）；若无国际商会贸易术语可适用，刚按先前交易做法办理。
第10条 迟延交货、不交货及其相应的救济措施
10．1 如果发生任何货物的迟延交付，则买方有权要求预定损害赔偿。每迟延一整周，其金额为该些货物价款的0．5％，或约定其他比率，但以买方通知卖方交货迟延为前提。买方在约定的交货日期后15天内照此通知卖方，则损害赔偿金应从约定的交货日或约定的交货期间的最后一天起草，如果买方在约定的交货日期后超过15天才通知卖方，刚损害赔偿金应从通知日起算。延迟交货的预定损害赔偿金不应超过迟交货物价款的5％，或其他可能约定的最高数额。
10．2 如果双方在A-9表内约有一个解约日期，对于至解约日尚示交付的货物理学，不论由于何种原因（包犄不可抗力事件），买方可通知卖方解除合同。
10．3 若第10．2不适用，且在买方有权取得第10．1条规定的预定最高损害赔偿金额时，卖方仍示交货，则买方可书面通知对迟延交付之部分的货物终止合同，但以卖方在收到该通知后5天内仍未交货为前提条件。
10．4 在按第10．2条或第10．3条终止合同的情况下，除了在第10．1条下已付的或可付的任何金额外，买方还有权请求不超过未交货物价款10％的额外损失赔偿。
10．5 本条的救济措施不包括对延迟交货或不交货的任何其他救济措施。
第11条 形码货物不符
11．1 买方在货到目的地后应尽快验货，买方就绪当在其发现或应当发现货物不符之日起15天内将不符之处书面通知卖方。另外，如果买方在货到目的地之日起12个月内未通知卖方货物不符，则他无论如何不能因货物不符请求任何救济。
11．2 尽管存在特定的贸易或双方的交易过程中常风的轻微不符，货物仍被认为是符合合同规定，但买方有权对此不符，要求特定要求特定贸易中或双方交易做法中通常的价格减让。
11．3 如果货物不符（只要买方已经第11．2条通知了货物的不符，但未在该通知中决定留存这些不符货物），卖方可选择：
a）在不给买方增加额外费用的情况下，用符合合同的货物替代不符货物；或
b）在不给买方增加额外费用的情况下，修复不符货物；或
c）偿还买方不答货物支付的价款，并因此终止这些货物的合同
对按照以上第11．1条通知货物不符之日起至按第11．3（a）条提供替代品或按11．3（b）条修复货物之间的延迟期，每延迟一周，买方有权请求第10．1条所规定的预定损害赔偿金额；这些赔偿金额可与第10．1条下应支付损害赔偿金额（如果有的话）合并计算，但在任何情况下，总计不得超过这些货物价款的5％。
11．4 如果直到买方根据第11．3条已有权获得最高预定损害赔偿金额之日，卖方仍未履行其在第11．3条下的义务，买方有权书面通知终止不符货物那部分合同，除非卖方在收到此通知5天内进行修复或提供替代货物。
11．5 如果按第11．3（c）条或11．4条规定终止合同，那么，除了按第11．3条作为返还价款和延迟损害赔偿所支付或应支付的数额外。买方可请求不超过不符货物价款10％的任何额外损害赔偿。
11．6 若买方选择保留不符货物，则买方有权取得等产符合合同时此货物在约定目的地的价值与所交不符货物在同一地点的价值的差额，但最多不应超过该货物价款的15％。
11．7 除非另有书面约定，本条（第11条）项下的缴济方法不包括货物不符的任何其他救济方法。
11．8 除非另有书面协议，在货物到达之日起2年后，买方不得对货物不符向法院提起诉讼或向仲裁庭申请仲裁。双方明确约定在此期限届满之后，买方将不以货物不符为由或作出反诉以对抗卖方因买方不履行本合同而提出的任何诉讼。
第12条 当事人间的合作
12．1 买方应及时将其客户或第三者就所交付的货物或与货物有关的知识产权向其提出的任何权利请求，通知卖方。
12．2 卖方应及时将可能涉及买方的有关产品责任的任何诉讼，通知买方。
第13条 不可抗力
13．1 一方当事人对其未履行义务可不负责任，如果他能证明：
a）不能履行义务是由非他所能控制的障碍所致，及
b）在订立合同时，不能合理预见到他已把这一障碍及其对其他履约的能力产生影响考虑在内，以及
c）他不能合理地避免或克服该障碍或其影响。
13．2 请求免责的一方当事人，在他知道了此项障碍及其对他履约能力的影响之后，应以实际可能的速度尽快通知另一方当事人此项障碍及其对他履约能力的影响允责的原因消除时也应发出通知。
如果未能发出任一通知，则该当事人应承担其原可避免的损失赔偿责任。
13．3 在不影响第10．2条效力的前提下，本款下的免责理由，只要且仅在此限度内该免责事由继续存在，可使未履约方得以免除损害赔偿之责任，免除处罚及其他约定的罚金，免除所欠款项利息支付之责任。
13．4 若免费的原因持续存在6个月以上，任何一方均有权不经过通知对方即可终止合同。
第14条 争议的解决
14．1 除非另有书面协议，有关本合同的任何争议最终应由按照国际商会的仲裁规则所指定的一个或多个仲裁员，根据此规则进行仲裁。
14．2 以上的仲裁条款并不妨碍任何一方要求法院采取临时或保全措施。
买方（盖章）：_________ 卖方（盖章）：_________
代表（签字）：_________ 代表（签字）：_________
签订地点：_________ 签订地点：_________
_________年____月____日 _________年____月____日
附件
1.1 These General Conditions are intended to be applied together with the Specific Conditions （Part A）of the ICC International Sale Contract （Manufactured Goods Intended for Resale），but they may also be incorporated on their own into any sale Contract. Where these General Conditions （Part B） are used independently of the said specific Conditions （Part A） ，any reference in Part B to Part Awill be interpreted as a reference to any relevant specific cinditions agreed by the parties. In case of contradiction between these General Conditions and any specific conditions agreed upon between the parties，the specific conditions shall prevail.
1.2 Any questions relating to this Contract which are not expressly or implicitly settled by the provisions contained in the Contract itself （i. e.these General Conditions and any specific conditions agreed upon by the parties）shall be governed
（a）by the United Nations Convention on Contracts for the International Sale of Goods （Vienna Convention of 1980， hereafter referred to as CISG）， and
（b）to the extent that such questions are not covered by CISG，by reference to the law of the country where the Seller has his place of business.
1.3 Any reference made to trade terms （such as EXW， FCA，etc. ）is deemed to be made to the relevant term of INCOTERMS published by the International Chamber of Commerce.
1.4 Any reference made to a publication of the International Chamber of Commerce is deemed to be made to.the version current at the date of conclusion of the Contract.
1.5 No modification of the Contract is valid unless agreed or evidenced in writing. However， a party may be precluded by his conduct from asserting this provision to the extent that the' other party has relied on that conduct.
2. Characteristics of the goods
2.1 It is agreed that any information relating to the goods and their use，such as weights，dimensions， capacities，prices， colours and other data contained in catalogues， prospectuses， circulars， advertise ments，illustrations，price - lists of the Seller，shall not take effect as terms of the Contract unless expressly referred to in the Contract.
2.2 Unless otherwise agreed，the Buyer does not acquire any property rights in software，drawings etc. which may have been made available to him.Ths Seller also remains the exclusive owner of any intellectual or industrial property rights relating to the goods.
3. Inspection of the goods before shipment
If the parties have agreed that the Buyer is entitled to inspect the goods before shipment， the Seller must notify the Buyer within a reasonable time before the shipment that the goods are ready for inspection at the agreed place.
4. price
4.1 If no price has been agreed，the Seller's current list price at the time of the conclusion of the Contract shall apply. In the absence of such a current vist price，the price generally charged for such goods at the time of the conclusion of the Contract shall apply.
4.2 Unless otherwise agreed in writing，the price does not include VAT，and is not subject to price adjustment.
4.3 The price indicated under A - 2（Contract price）includes any costs which are at the Seller' s charge according to this Contract. However，should the Seller bear any costs which， according to this Contract，are for Buyer' s account （e. g. for transportation or insurance under EXW or FCA）， such sums shall not be considered as having been included in the price under A - 2 and shall be reimbursed by the Buyer.
5. Payment conditions
5.1 Unless otherwise agreed in writing，or implied from a prior course of dealing between the parties，payment of the price and of any other sums due by the Buyer to the seler shall be on open account and time of payment shall be 30， days from the date of invoice. The amounts due shall be trans ferred.unless otherwise agreed， by teletransmission to the Seller's band in the sellers country for the account of the Seller and the Buyer shall be deemed to have performed his payment obligations when the respective sums due have been received by the Seller's band in immediately availablefunds.
5.2 If the parties have agreed on payment in advance，without further indication，it well be assumed that such advance payment，unless otherwise agreed，refers to the full price， and that the advancd payment must be reveived by the Seller's band in immediately available funds at least 30 days before the agreed date of delivery or the earliest date within the agreed delivery period. If advance payment has been agreed only for a part of the Contract price，the payment conditions of the remaining amount will be determined according to the rules set forth in this article.
5.3 If the parties have agreed on payment by documentarycredit， then， unless otherwise agreed，the Buyer must arrange for a documentary credit in favour of the Seller to be issued by a reputable band ，subject to the Uniform Customs and Practice for Documentary credits published by the International Chamber of Commerce， and to be notified at least 30 days before the agreed date of delivery or at least 30 days before the earliest date within the agreed delivery period. Unless otherwise agreed ，the documentary credit shall be payable at sight and allow partial shipments and transhipments.
5.4 If the parties have agreed on payment by documentary collection， then unless otherwise agreed，documents will be tenderde against payment（DP）and the tender will in any ease be subject to the Uniform Rules for Collections published by the International Chamber of Commerce.
5.5 To the extent that the parties have agreed that payment is to be backed by a band guaran tee， the Buyer is to provide， at least 30 days before the agreed date of delivery or at least 30 days before the earliest date within the agreed delivery period，a first demand bank guarantee subject to the Uniform Rules for Demand Guarantees published by the International Chamber of Commerce， or a standby letter of creit subject eithr to such Rules or to the Uniform Customs and Practice for Documentary Credits published by the International Chamber of Commerce，in either case is sued by a reputable bank.
6. Interest in cast of delayed pay merit
6.1 If a paryt does not pay a sum of money when it falls due the other party is entitled to interest upon that sum from the time when payment is due to the time of payment.
6.2 Unless otherwise agreed，the rate of interest shall be 2% above the average bank shortterm lending rate to prime borrowers prevailing for the currency of payment at the place of payment， or where no such rate exists at that place， then the same rate in the State of the currency of payment.In the absece of such a rate at either place the rate of interest shall be the appropriate rate fixed by the law of the State of the currency of payment.
7. Retention of title
If the parties have validly agreed on retention of title， the goods shall remain the property of the Seller until the complete payment of the price， or as otherwise agreed.
8. Contratual term of delivery
Unless otherwise agreed，delivery shall be Ex Works（EXW）.
9. Documents
Unless otherwise agreed ，the Seller must provide the documents （if any）indicated in the applicable Incoterm or，if on Incoterm is applicable，according to any previous couse of dealing.
10. Late - delivery， non - delivery and remedies therefor
10.1 When there is delay in delivery of any goods，the Buyer is entitled to claim liquidated damages equal to 0.5% or such other percentage as may be agreed of the price of those goods for each complete week of delay，provided the Buyer notifies the Seller of the delay. Where the Buyer so notifies the Seller within 15 days from the agreed date of delivery， damages will run from the agreed date of delivery or from the last day within the agreed period of delivery. Where the Buyer so notifies the Seller after 15days of the agreed date of delivery， damages will run from the date of the notice. Liquidated damages for delay shall not exceed 5 % of the price of the delayed goods or such other maximum amount as may be agreed.
10.2 If the parties have agreed upon a cancellation date in Box A - 9，the Buyer may terminate the Contract by notification to the Seller as regards goods which have not been deliverde by such cancellation date for any reason what so ever （including a force majeure event）.
10.3 When article 10.2 does not apply and the Seller has not delivered the goods by the date no which the Buyer has become entitled to the maximum amount of liquidated damages under article 10.1，the Buyer may give notice in writing to terminate the Contract as regards such goods，if they have not been delivered to the Buyer within 5 days of receipt of such notice by the Seller.
10.4 In case of termination of the Contract under article 10.2 or 10.3 then in addition to any amount paid or payable under article 10.1 ，the Buyer is entitled to claim damages for any additional loss not exceeding 10% of the price of the non delivered goods.
10.5 The remedies under this article are exclusive of any other remeby for delay in delivery or non - delivery.
11. Non - conformity of the goods
11.1 The Buyer shall examine the goods as soon as possible after their arrival at destination and shall notify the seller in writing of any lack of conformity of the goods within 15 days from the date when the Buyer discovers or ought to have discovered the lack of conformity. In any case the Buyer shall nave no remedy for lack of conformity if he fails to notify the Seller thereof within 12 months from the date of arrival of the goods at the agreed destination.
11.2 Goods will be deemed to conform to the Contract despite minor discrepancies which are usual in the particular trabe or through course of dealing between the parties but the Buyer will be entitled to any abatement of the price usual in the trade or throuhg course of dealing for such discrep antics.
11.3 Where goods are non - conforming（and provided the Buyer， having given notice of the lack of conformity in compliance with article 11.1， does not elect in the notice to retain them），the Seller shall at his option
（a）replace the goods with conforming goods，without any additional expense to the Buyer，or
（b）repair the goods，without any additional expense to the Buyer，or
（c）reimburse to the Buyer the price paid for the non conforming goods and thereby terminate the Contract as regards those goods.
11.4 If the Seller has failed to perform his duties under 11.3 by the date on which the Buyer becomes entitled to the maximum amount of liquidated damages according to that article， the Buyer may give notice in writing to terminate the Contract as regards the non - conforming goods unless the supply of replacement goods or the repair is effected with in 5 days of receipt of such notice by the Seller.
11.5 Where the Contract is terminated under article 11.3 （e） or artielel1.4，then in addition to any amount paid or payable under atr. 11.3as reimbursement of the price and damages for any delay，the Buyer is entitled to damages for any additional loss not exceeding 10% of the price of the non - conforming goods.
11.6 Where the Buyer elects to retain non - conforming goods，he shall be entitled to a sam equal to the difference between the value of the goods at the agreed place of destination if they had conformed with the Contract and their value at the same place as delivered， such sum not to exceed 15% of the price of those goods.
11.7 Unless otherwise agreed in writing，the remedies under this article 11 are exclusive of any other remedy for nonconformity.
11.8 Unless otherwise agreed in writing，no action for lack of conformity can be taken by the Buyer， whether before judicial or arbitral tribunals， after 2 years from the date of arrival of the goods.It is expressly agreed that after the expiry of such term，the Buyer will not plead non - confor- mity of the goods， or make a counterclaim thereon， in defence to any action taken by the Seller against the Buyer for non - performance of this Contract.
12. Cooperation between the parties
12.1 The Buyer shall promptly inform the Seller of any 'claimmade against the Buyer by his customers or third parties concerning the goods delivered or intellectual property rights related thereto.
12.2 The Seller will promptly inform the Buyer of any claim which may involve the product liability of the Buyer.
13. Force majeure
13.1 A party is not liable for a failure to perform any of his obligations in so far as he proves
（a）that the failure was due to an impediment beyond his control，and
（b）that he could not reasonable be expected to have taken the impediment and its effects upon his ability to perform into account at the time of the conclusion of the Contract， and
（c）that he could not reasonably have avoided or or over come it or its effects.
13.2 A party seeking relief shall， as soon as practicable after the impediment and its effects upon his ability to perform become known to him， give notice to the other party of such impediment and its effcets on his ability to perform. Notice shall also be given when the grond of relief ceases.
13.3 Without prejudice to article 10.2，a ground of relief under this clause relieves the party failing to perform from liatility in damages， from penalties and other Contractual sanctions， form the duty to pay interest on money owing as long as and to the extent that the ground subsists.
13.4 If the grounds of relief subsist for more than six months， either party shall be entitled to terminate the Contract without notice.
14. Resolution of disputes
14.1 Unless otherwise agreed in writing， all disputes arising in connection with the present Contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
14.2 An arbitration clause does not prevent any party from requesting interim or conservatory measures from the courts.
INTRODUCTION
1. General characteristics
The ICC Model International Sale Contract is divided into two partsA.Specific Conditions， setting out terms which are special to a particular Contract of sale;andB.General Conditions，setting out standard terms common to all Contracts incorporating the ICC eneral Conditions of sale.
The model has been designed on the assumption that parties would normally use both Parts A and B， with each part being drafted with the other part in mind.
On the other hand， it is open to the parties to incorporate into their Contract only part B， the General Conditions. Where the parties wish to use only part B of this model Contract， they should inelude terms such as the following in their special Contract
This Contract shall be governed by the ICC General Conditions of Sale （Manufactured Goods Intended for Resale）.
Of course， in this case part A would not be used and any reference in part B to the clauses in part A world be deemed to refer instead to any relevant specific term，if any，agreed by the parties in their special Contract see article 1.1 of part B.
2. Scope of application
（a）This model Contract is primarily directed at Contracts for the sale of manufactured goods intended for resale，where the purchaser is not a consumer and where the Contract is an independent transaction rather than part of a long--term supply arrangement. Each of these features of the Contracts for which this model is intended will now be dealt with.
（b）Manufactured goodsthe model Contract does not cater for the special terms required in Contracts for the sale of commodities， in particular raw material， agricultural produce or food and perishable goods.
（c）Intended for resalethe model is primarily intended for goods sold and bought in general commerce and which can easily be substituted rather than for custom-built goods or equipment purchased by the end user. For these specially-produced goods and more generally for machinery and equipment，other standard terms may be nord appropriate， e.g.the ECE188 General Conditions or the Orgalime General Conditions for the supply of mechanical， eletrica] and associated electronic products.
（d）The model Contract does not cover sales to con sumers， but only to purchasers who are in business of reselling goods， e.g.distributors， importers， wholesalers， etc.
（e）The model is principally designed for one—off sales rather than continuing supply arrangements（i）This is the reason why the model does not contain terms more likely to appear within longterm supply agreements， such as price adjustment clauses.
It should be emphasised that the above guidance is intended only to advise potential users of the model Contract of the intentions targeted by the Working Party reponsible for drafting the model Contract; it is not intended to prevent the use of the model Contract （and in particular of the General Conditions contained in part B）in transactions other than those particularly the Working Party. However， if the model Contract is used in the context of goods which are substantially different from those primarily considered by the Working Party， the parties should take care to satisfy themselves that all the terms of the model Contract are appropriate for their purposes.
3. Applicable law
Failing contrary agreement between the parties， the model Contract subjects the transaction to the United Nations Convention for the International Sales of Goods （CISG）， also known as the Vienna Convention of 1980 and which， for ease of reference， is appended to the model Contract as Annex 1. By means of this incorporation of the Vienna Convention into the model Contract in article 1.2 （A） of Part B， the Convention will apply whether or not the countries of the seller and buyer have ratified the Vienna Convention .The working party chose to apply the Convention in default of contrary agreement because it was felt appropriate to adopt a uniform law， such as CISG， expressly made for international transactions. The model Contract has been drafted on the assumption that the parties'rights will be governed United Nations Convention for the International Sales of Goods （Vienna 1980，hereafter referred to as CISG）and， as to questions not covered by the Convention，by the law of the country where the seller has his place of business （art. 1.2） .Accordingly parties are encouraged not to choose a domestic law of sale to govern the Contract. Although CISG does not cover all aspects of the sale Contract，it promotes uniformity and consistency. If however， parties wish to choose a domestic law in place of CESG （by filling in box A--14 （a） of part A）， they should carefully check to ensure that the domestic law they have chosen to apply does not conflict with the terms of the model Contract. If they wish to choose a law other than that of the seller to govern questions not covered by CISG， they should fill in box A--14 （b）.
4. Modifications to be evidenced in writing
With a view to ensuring maximum certainty regarding the terms agreed between the parties， article 1.5 of Part Bprovides that modifications to the Contract must be made in writing.
However，this requirement is not absolute. In keeping with article 29 （2） of CISG article 1.5 of the model Contract goes on to say that a party may be precluded from invoking the requirement of writing if he has agreed to a modification of written terms orally or by conduct and the other party has relied on such oral agreement or conduct.
5. Shipment and delivery conditions
The parties are invited to choose the appropriate trade term under Incoterms. Although Part A of the model Contract lists all current Incoterms in A--3， the Working Party recommends that the parties should seriously consider avoiding the use of terms requiring transferable transport documents， like bills of lading， such as the CFR and CIF Incoterms manufactured goods are rarely sold or pledged in transit and consequently rarely require the use of a transferable transport document. Likewise， parties ought to think carefully before using， in conjunction with this model Contract， Incoterms providing for delivery to or discharge from a vessel， such as FAS， FOB， DES and DEQ.Manufactured goods are normally handed over for carriage at terminals，whether within the port precincts or at an inland depot and the use of such terms might consequently be inappropriate to the type of goods for which the model Contract is intended.
Consequently，the Working Party recommends that the Incoterms most appropriate for use with the model Contract would normally be EXW， FCA， CPT， CIP， DAF， DDU or DDP. It is for this reason that these terms are listed first rather than is the order set ont in Incoterms. Contracting parties are also reminded that while Incoterms spell out the main duties of and the allocation of risk and costs as between sellers and buyers， they do not provide comprehensive answers to all the possible issues which may arise between the parties. Thus， for example， in some Incoterms， e. g. FOB， neither of the parties is under an obligation to insure and consequently it is up to the parties to agree among themselves who is to effect any insurance cover. Again， the CIP， CPT and FCA terms do not allocate the incidence of terminal handling charges the allocation of such charges between sellers and buyers is therefore a matter fo special agreement between the parties.
6. Time of delivery
It is important to bear in mind that the time of delivery，to be inserted by the parties at A--4 of Part A of the model Contract，refers to the date on which or period within which the seller undertakes to perform his delivery obligations under the Contract of sale，and in particular under the relevant Incoterm selected by the parties.Thistime of delivery'is linked to the Contractual place of delivery， which is not necessarily the place where the goods reach the buyer.Thus under CPT （Carriage Paid to） the seller fulfils his obligation to deliver the goods （according to clause A4 of this Incoterm） when he delivers the goods into the custody of the carries and not when the goods arrive at the named place of destination. The Working Party therefore recommends that， before agreeing on the time of delivery by completing A 4 of Part A of the model Contract，parties should check carefully the stage at which delivery occurs according to the Incoterm chosen in A--3 of the model Contract i.e.the operation described as delivery under the relevant Incoterm which the seller must perform at or by the time agreed in A--4 of the model Contract.
The parties can agree a time of delivery by agreeing a precise date （e. g. 10 February 1998 of by 10 February 1998） or a period （third week of February 1998 ，March 1998）.The parties can also agree a period of time running from a certain date （third week of February 1998， March 1998） .The parties can also agree period of time running from a certain date （e. g60 days from signature of the sale Contract，90 days after receipt of the agreed advance payment）. If a period of time is agreed，the seller may， according to art.33 CISG， deliver the goods at any time within that period，unless cirumstances indicate that the buyer is to choose a date.
7. Payment conditions
It is important to designate the mode and time of payment as set out in A--7. Where payment is to be made by transfer to the seller's bank，the name and adress of the bank and branch should be stated， together with details sufficient to identify the account， and， if desired， the mode of the payment message（ e. g. wire transfer， eleetronic funds transfer）.
8. Documents to be provided by the seller
It is common practice in international sales that the seller provides the buyer with certain documents invoice， transport document， certificates， etc.A--8 of Part A of the model Contract provides the parties with an opportunity expressly to indicate their intentions as to documents. Two matters are well worth bering in mind.
（a）Parties should check which documents，if any，are to be provided under the particular Incoterm chosen under A--3 of Part A. Should the parties wish to add to or vary the documentary position under the Incoterm chosen， they should do so clearly in completing A--8 in Part A.
（b）Where the parties agree on payment through a letter of credit， care should be taken to ensure that the parties are clear as to the documents to be required under the letter of credit. This is particularly important when the Incoterm chose in A--3 of Part A is one which imposes no documentary duties on the seller， e. g. EX Works.
For the guidance of users of this model Contract，the following box contains a list of some transport documents in common use with an indication of the type of transport for which they are appropriate. Some of the documents listed hereunder are documents of title， which give to their holder the right to dispose of the goods， while others are simply documents which evidence the delivery of the products to a carrier or warehouseman.
9. Retention of title
The parties may agree， by completing A--6 of Part A of the model Contract or otherwise，that the goods will remain the property of the seller until complete payment of the price， as indicated in article 7 of Part B of the model Contract. It should however be remembered that under many national laws retention of title of goods intended for resale is not always effective. The seller should therefore carefully check under the relevant law （which normally will be the law of the country where the goods are situated） if and to what extent he may rely on article 7of Part B
1O .Warranty to consumers
Manufacturers of the type of goods for which this model Contract is primarily intended typically grant a warranty（for repair andor replacement as the case may be） to the ultimate purchase （consumer）. In such a case， the manufacturer's arranty to the final user may overlap with the obligations of the seller under the sale Contract. In faet， where the goods are defective the final purchaser may， in principle，make a claim against his seller under the sale Contract or directly against the manufacturer under the warranty given by him.
In these cases， it may be appropriate for the parties to the international sale Contract specifically to agree that the buyer will co--operate with the seller， who might himself be the manufacturer，in managing the warranty，for example by confirming the date of the onsale to the ultimate consumer， aormally the commencement date of the manufacturer's warranty.The partiese may also agree that the buyer will perform on the manufacturer' s behalf certain obligations under the warranty，for example the duties of repair or replacement of non--conforming goods.
Elements of desirable co--operation between the parties are provided for in article 12 of Part B of the model Contract. Parties may wish to stipulate for other aspects of co--operation by appropriate stipulation in A--16 of Part A of the model Contract.
┌─────────┬──────────┬──────────────┐
│Type of Document │Mode of Transport │Comments │
├─────────┼──────────┼──────────────┤
│ │Sea │Transferable Document of │
│ │Also frequently │Title allowing buyer to sell│
│Bill of Lading │used for │or pledge goods while in │
│ │muhimodal transprot │transit by transferring the │
│ │ │documents at any rate where │
│ │ │made out to order │
│ │ │ │
├─────────┼──────────┼──────────────┤
│ │Transit involving │Known by many names; │
│Muhimodal │carriage by at │Combined Transport Document │
│ │least two different │Container Bill of Lading， │
│Transport Document│modes of transport │Fiata Multimodal Transport │
│ │ │Bill of │
│