How to draft an international purchase and sale contract

A sale contract is an important evidence demonstrating contracting parties’ engagements, deciding on the benefits, as well as the obligations of the parties. Therefore, in every case of buying and selling of goods, parties need to make a contract, especially with international trading (with foreign entities). A contract for the international sale and purchase of goods is the agreement in the purchase and sale activities in conformity with the national laws of the contracting parties and treaties to which such member countries are parties.

According to Law on Commerce 2005, International purchase and sale of goods shall be conducted in form of export, import, temporary import for re-export, temporary export for re-import and transfer through border-gates. That means there are limitation in the term of international purchase and sale in Vietnam, which affect the contents of internation sale contract.

On the form of contract: International purchase and sale of goods shall be conducted on the basis of written contracts or other forms of equal legal validity (covering email, telexes,

On the contents of contract: An internation contract should have the following articles:

1. The information of contracting parties: name, address, nationality, information of representative (in case the party is organization);
2. Articles related to the goods (the object of contract), includes:
   • The details of the type of goods, quantity and quality;
   • Method of delivery, Places and time of delivery;
   • Information of delivery agency (if any);
   • Warranty (if any).
3. Articles related to payment:
   • Total value of the contract (include other reasonable expenses);
   • Method of payment;
   • Time of payment (maybe divied into several times);
   • Punishment for delayed payment;
4. Other article relared to the implementation of the contract:
   • Valid term of contract;
   • Rights and obligations of the party (specially the obligations at the Custom);
   • Breach of contract;
   • Method of settle the dispute;
   • Agreement on the applicable law.

There are the basic contents of an international purchase and sale contract. However, the contracting parties are able to make other agreements not against the law

Note: For the choice of applicable law, the parties may choose the law of the country in which one of the parties is legally established or has nationality. In the case of traders who are individuals and organizations of the countries which are signatories of the CISG (Covenant on International Sale of Goods), if there is no provision on the choice of law, this Convention shall be applicable for settlement of disputes (if any).

For further information about how to draft an international purchase and sale contract, please contact Viet An Law Firm via telephone and email below.

Viet An Law Firm service international purchase and sale contract:

• Consulting the legal conditions and procedures;
• Compliting dossier, support customers to prepare documents;
• On behalf of customer, carrying out procedures at compenent agencies;
• Customer support in other activities related to our services.