International Sales of Goods - Drafting of Agreement
1. Facts
Stroopwafel BV, with domiciled registered address in Heydenstraat 6, 3284 WB, ZUID-BEIJERLAND, The Netherlands, intends through Mr. Jan Den Elsen, director and administrator of the company, to conclude an agreement with Barcelona Restaurants & Sweets S.L., with domiciled registered address in Roger de Lluria 18, 08012, BARCELONA to export stroopwafels.
The stroopwafels are cookies made with 100% real cream butter and a syrup caramel layer in the middle.
Stroopwafel BV undertakes to sell an amount of 5.000 stroopwafels for the price of 10 US$ / package of 10 units. Stroopwafel BV will send the stroopwafels by ship, to Barcelona under a CFR and the goods will have to arrive before or on the 30th June 2017. Barcelona Restaurants & Sweets S.L. will get delivery of the stroopwafels in Barcelona Port. Stroopwafel BV will only sell by way of securing an irrevocable letter of credit. Barcelona Restaurants & Sweets Ltd will only pay the agreed price after inspection of the goods has taken place within 30 days after the delivery date. Moreover, both parties have agreed that the delivery date will be time of the essence.
Both parties have agreed to draft the contract based on the United Nations Vienna Convention on contracts for the international sale of goods (CISG), in case of any dispute shall be tried first to be settled under arbitration, English law and jurisdiction has been agreed to apply as well as English arbitration procedural rules and institution. It has also been agreed that if the dispute could not be settled under arbitration shall be settled under the courts, English law and jurisdiction has been agreed to apply.
2. Questions
Please, draft the agreement between the parties, taking into account that this agreement must be implemented and performed both in The Netherlands and in Spain. Include all the possible elements that you can think of that protect at the maximum the interests of both parties. Use the study material, internet resources and all that we have discussed in class during the lectures on the international sale of goods.
Your contract should include the following elements:
The parties;
Rules on the goods;
The performance of the contract by the parties of the seller and of the buyer;
Breaches and remedies;
The rules on avoidance of contract and damages;
The standard provisions.