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Student’s Name: Shivam Krishnan

Enrolment No: 20FLICDDN01042


Batch Name & Year: BBA LLB 4th Year
Topic- Drafting of International Sales and
Purchase Contract

Submitted By- Shivam Krishnan

Submitted to-
Dhairya Jaiswal Ma’am
INTERNATIONAL SALES &
PURCHASE CONTRACT

This Sales Contract (this “Contract”) is entered into as of the 08th day of April,
2024.by and among between:

▪ Seller(s): Khadi India (Seller Name), a company incorporated and


existing under the laws of India (Seller Country) with its principal place
of business at B40, Noida Sector 59, Noida 201301 Uttar Pradesh
▪ Buyer(s): VGA Inc (Buyer Name), a company incorporated and existing
under the laws of U.S.A (Buyer Country) with its principal place of
business at 9689 Gerwig Ln Suite F.Columbia,MD 21046, United States

Each Seller and Buyer may be referred to in this Contract individually as a


‘Party’ and collectively as the “Parties”.

Here Spices (the product) will be referred as “the Collection”.

Witnesseth
WHEREAS, Seller desires to sell and Buyer desires to purchase Spices(the
“Goods”) on the terms and conditions set forth herein.

WHEREAS, the Buyer deems it in its interest to acquire the Collection for
custodial care and appropriate service to the public, and is agreeable to purchasing
the Collection under the term’s hereafter stated;

NOW, THEREFORE, the parties hereby agree as follows:

1. Sale and Purchase of Goods


The Seller agrees to sell, and the Buyer agrees to buy, the Collection
for a total purchase price of mentioned in Exhibit A Of Clause 2 of the
contract. The Buyer shall initiate payment of the Purchase Price
immediately after receipt and satisfactory inspection of the Collection.
2. Goods And Price
The goods that the seller is selling to the customer are enlisted below with
their quantities (hereinafter referred to as the “goods”)

EXHIBIT A

GOODS QUANTITY PRICE PER UNIT TOTAL


PRICE
Black pepper 2 ton $5,00,000 per ton $1,000,000
Fox Nut 2 ton $5,00,000 per ton $1,000,000
Mustard Seeds 4 ton $3,75,000 per ton $1,500,000
Red Chilli Powder 2 ton $2,50,000 per ton $5,00,000
Grand Total = $ 4,000,000

3. Price And Payments


a) The seller hereby agrees to sell the goods to the Buyer for an amount
of US $4,000,000 (Four Million US Dollars only).
b) Payment of the price shall be made by the buyers to seller as follows:
a) Option 1
➢ 12% of the Price, being US $ 4,80,000, (four lakh
eighty thousand million dollars only) shall be paid by
the Buyer to seller upon signing of this contract.
➢ The Remaining balance of the price, being US $3.52
Million, (Three point five two million dollars only)
shall be paid by the Buyer to the Seller upon delivery
of the Goods.
b) The Seller will provide an invoice to the Buyer at the time of
shipment of goods via email provided by the buyer.
c) All invoices are to be paid in full at least within Forty-five
(45) days and Any balances not paid within Forty-five (45)
days will subject to a three percent (3%) late payment penalty.

4. Delivery And Shipping


a. The Delivery of the goods (hereinafter referred to as the
“Delivery”) will be at the location of buyer 9689 Gerwig Ln Suite
F.Columbia,MD 21046, United States.
b. Seller will arrange and pay for shipping the Collection to the Buyer.
c. The Seller bears responsibility for the Collection, including
responsibility for the risk of loss of or damage to the Collection, until
such time as the Collection arrives at the Buyer. Additionally, the
Seller is responsible for the purchase of private insurance in
connection with shipment of the Collection, if desired by the Buyer.

5. Inspection
After receipt of the Collection, the Buyer will have 90 days in which to
inspect the Collection to ensure that all the items listed or described on
Exihibit A are included. A significant discrepancy in the inventory and/or
condition of the Collection, if unresolved by the parties, is grounds for
refusal of the Collection by the Buyer and withholding of payment. In
the event that such a discrepancy exists, the Collection will be returned to
the Seller at the Seller’s expense, unless the Seller cures the discrepancy
no later than 90 days after the buyer provides written notice of the
discrepancy, or such later time as may be agreed upon by the parties. The
Buyer will indicate its acceptance or rejection of the Collection in writing.
6. Warranties
Seller warrants that the Goods shall be free from the defects in material and
workmanship, warranty of quality, or fitness for a particular use.
7. Governing Law and Dispute Resolution
a. This agreement is to be governed for all purposes by, and construed
in accordance with the law of UNCISG and venue is to lie
exclusively in the courts for Sales of Goods.
b. Any dispute arising out of or relating to this contract shall be settled
by the Arbitration in accordance with the UNCITRAL Arbitration
Rules.
8. Force Majeure
Performance by either party under this contract is excused during the
period such performance is prevented or delayed by government
restrictions (whether with or without valid jurisdiction), war or warlike
activity, insurrection or civil disorder, or any other causes similar or
dissimilar to the foregoing that are beyond the control of either party and
are not foreseeable at the time the contract is executed.
9. Entire Agreement
This contract constitutes the entire agreement between the parties with
respect to the subject matter hereof, and supersedes all pre-existing
agreements and understandings between them with respect thereto.
10.Notices
All notices required to be given hereunder shall be in writing and sent by
EMAIL to Email Address provided by both the parties. Notice is effective
when given
11.Severability
if any particular term, covenant, or provision of this contract is determined
to be invalid or unenforceable, the invalidity or unenforceability thereof
will not affect the remaining provisions of this agreement, which will
nevertheless remain in full force and effect.
The effective date of this agreement is the last date of signature below.

For the Buyer For the Seller


By……………………… By…………………….
NAME
ADDRESS
…………………………… ………………………
DATE DATE

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