International Sales Terms

This is a short practical guide to international sales terms, providing a handy guide for drafting typical sales agreement clauses. The introductory chapter provides a short introduction to the Convention on the International Sale of Goods and Swiss law with regard to legal issues not dealt with by the CISG (i.e. assignment, set-off, limitation periods, validity of the contract etc.) as well as differences in this regard compared to other major jurisdictions (in particular England and the U.S.). The introductory part also deals with more general points of concern with regard to international sales contracts (eg. US. and European export control regulations, international tax law issues etc.) and best practices regarding the incorporation of the terms into the contract (the battle of forms problem). The main part of the book contains the annotated international sales terms and conditions (inter alia Terms of Payment, Retention of Title, Delivery, Transfer of Risk, Conformity of the Contract Goods and Remedies in case of Non-conformity, Confidentiality, Limitation of Liability, Termination, Governing Law and Arbitration Clause). The contents of each clause and its effect in the context of the applicable law are separately discussed and analysed. When deemed appropriate, alternatives for the drafting of individual clauses are provided.

Introduction, The CISG, Swiss law as the supplementary law of choice, Relevant laws beyond the govern-ing law of the contract, General Provisions, Payment Terms, Delivery Terms, Retention of Title, Product Defects, Exclsuion/Limitation of Damage Claims, Limitation of Actions, Export Control Regulations, Avoidance by the Seller, Confidentiality Obligations, Force Majeure, Entire Agreement, Written Form, Severability an Anti-Assignment Clause, Arbitration and Litigation, Appendix: The Sales Documenta-tion Put Together, The United Nations Convention on Contracts for the International Sale of Goods, Excerpts from the Swiss Code of Obligations).