Abstract
The international sale contract is the central contracts in export-import transactions. A good sale contract or set of general conditions of sale will cover all the principal elements of the transaction, so that uncertainties are avoided. The parties' respective duties as concern the payment mechanism, transport contract and insurance responsibilities, inter alia, will all be clearly detailed in the contract. The following key clauses should be included in international contracts of sale and general conditions of sale: ${\bullet}$ preamble ${\bullet}$ identification of parties ${\bullet}$ description of goods ${\bullet}$ price and payment conditions ${\bullet}$ delivery periods and conditions ${\bullet}$ inspection of the goods - obligations and limitations ${\bullet}$ quantity or quality variations in the products delivered ${\bullet}$ reservation of title and passing of property rights ${\bullet}$ transfer of risk - how accomplished ${\bullet}$ seller's warranties and buyer's complaints ${\bullet}$ assignment of rights ${\bullet}$ force majeure clause and hardship clause ${\bullet}$ requirement that amendments and modifications be in writing ${\bullet}$ choice of law ${\bullet}$ choice of dispute resolution mechanism Under most systems of law, a party can be excused from a failure to perform a contract obligation which is caused by the intervention of a totally unforeseeable event, such as the outbreak of war, or an act of God such as an earthquake or hurricane. Under the American commercial code (UCC) the standard for this relief is one of commercial impracticability. In contrast, many civil law jurisdictions apply the term force majeure to this problem. Under CISG, the standard is based on the concept of impediments to performance. Because of the differences between these standards, parties might be well advised to draft their own force majeure, hardship, or excusable delays clause. The ICC publication, "Force Majeure and Hardship" provides a sample force majeure clause which can be incorporated by reference, as well as a hardship clause which must be expressly integrated in the contract. In addition, the ICC Model provides a similar, somewhat more concise formulation of a force majeure clause. When the seller wishes to devise his own excusable delays clause, he will seek to anticipate in its provision such potential difficulties as those related to obtaining government authorisations, changes in customs duties or regulations, drastic fluctuations in labour, materials, energy, or transportation prices, etc.
