Scope and Application
This Terms of Business – Export (the “Agreement”) sets out the terms and conditions that govern the export sales by Google (the “Supplier”) to its customers (the “Buyer”) in accordance with these Terms.
This Terms of Business – Export (the “Agreement”) sets out the terms and conditions that govern the export sales by [Company Name] (the “Seller”) to you (the “Buyer”) for the purchase and sale of goods, equipment, and/or services (collectively referred to as the “Goods”). The Agreement applies to all exports from the Seller’s premises or any other designated location.
In this Agreement, the following definitions apply
“Company” means [Company Name].
“Buyer” means the person, firm, company, or entity purchasing Goods from the Company.
“Goods” refers to the goods, equipment, and/or services sold by the Company to the Buyer.
“Export” means the sale of Goods for export outside the country where the Seller’s premises are located.
“Price” means the price of the Goods as agreed upon between the parties.
Acceptance
By accepting a purchase order or making a payment, the Buyer acknowledges that they have read, understand, and agree to be bound by the terms and conditions of this Agreement.
Order Acceptance
No order may be canceled, modified, or terminated unless such action is approved in writing by the Company.
Delivery Terms
Delivery dates and times are estimates only and the Seller shall not be liable for delays caused by circumstances beyond its reasonable control.
All Goods shall be delivered FOB (Free On Board) at the Seller’s premises.
The Buyer must inspect the Goods upon delivery to ensure they comply with this Agreement.
Payment Terms
Payment is due within 30 days from date of invoice, unless otherwise agreed in writing by both parties.
If payment is not made on time, the Company reserves the right to charge interest at a rate equal to [interest rate]% per annum.
The Buyer shall be responsible for any bank fees or charges associated with cross-border transactions.
Risk and Liability
The risk of loss or damage passes from the Seller to the Buyer when delivery is made in accordance with clause 4 above.
In no event will the Seller’s liability exceed the Price of the Goods.
The Company shall not be liable for any indirect, special, consequential, punitive damages arising out of or in connection with this Agreement.
Intellectual Property
The intellectual property rights (including but not limited to patents, trademarks, copyrights) in all designs and specifications developed by the Seller shall remain vested in the Seller unless otherwise agreed in writing by both parties.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of [jurisdiction]. Any dispute arising out of this Agreement shall be resolved through binding arbitration conducted in accordance with the rules of the [arbitration organization] or any other method agreed upon by both parties.
Export Compliance
The Buyer acknowledges that they are aware of all applicable export control laws, including but not limited to those related to prohibited countries, goods and technologies.
The Buyer agrees to comply fully with such laws and regulations.
Any failure to do so will be grounds for cancellation or termination of this Agreement.
Changes and Variations
The Company reserves the right to change, modify or add to the terms and conditions of this Agreement at any time without prior notice.
By accepting a purchase order or making a payment, you acknowledge that you have read, understand, and agree to be bound by the terms and conditions set out in this Agreement. (the “Supplier”) to its customers (the “Buyer”) in accordance with these Terms.
Goods and Services
The Supplier agrees to sell the goods and services (“Goods”) specified on the order confirmation issued by the Supplier to the Buyer in writing.
The terms and conditions outlined in 1.1 of the contract between the Supplier and the Buyer are designed to ensure a clear understanding of the agreement for the sale of goods and services.
According to this provision, the Supplier agrees to sell the specific Goods specified on the order confirmation issued by the Supplier to the Buyer in writing. This document serves as the formal notification of the terms of the transaction, including the description of the Goods being sold, the price at which they are offered, and any other relevant details that pertain to the sale.
The Goods in question refer to all products or services described on the order confirmation, regardless of whether they form part of a single agreement or multiple agreements. The Supplier’s obligation to sell these Goods is binding only in accordance with the terms set forth in this document and any applicable laws or regulations.
It is essential for both parties to understand that these Terms of Business – Export are governed by English law. Therefore, all matters arising from the sale of the Goods will be resolved through the legal framework of England, unless otherwise specified in the contract or required by law.
The Supplier’s agreement to sell the Goods as specified on the order confirmation is a key component of this provision. It underscores the importance of clear communication between the parties and ensures that both sides have a shared understanding of the transaction. This mutual comprehension reduces the risk of disputes and facilitates a smoother, more efficient sale process.
In summary, 1.1 The Supplier agrees to sell the Goods specified on the order confirmation in accordance with the terms set forth in this contract, subject to English law, underscores the Supplier’s commitment to delivering the agreed-upon products or services while maintaining transparency and clarity throughout the transaction.
The Goods are sold subject to any patent, trademark, design right or other industrial property rights owned by third parties, as well as any technical information contained in the Goods which may have been made available to the public.
The clause “1.2 The Goods are sold subject to any patent, trademark, design right or other industrial property rights owned by third parties, as well as any technical information contained in the Goods which may have been made available to the public” highlights several important aspects that buyers should be aware of when purchasing goods.
Firstly, it states that the sale of goods is subject to existing patents, trademarks, and design rights held by third parties. This means that if a buyer purchases a product and later discovers that it infringes on a patent or trademark owned by someone else, they may be held liable for any resulting consequences. This includes, but is not limited to, infringement actions against the buyer.
Secondly, the clause mentions industrial property rights other than patents, trademarks, and design rights. Industrial property rights encompass various forms of intellectual property protection, including copyrights, trade secrets, and utility models. These rights can provide additional protection for third-party interests in the goods being sold.
The fact that the goods are sold subject to existing industrial property rights means that buyers cannot claim that they were unaware of these rights or that they have been misled by sellers about their existence. Sellers may choose not to disclose the specifics of third-party intellectual property claims, but this does not absolve them of responsibility for any potential infringement issues.
Furthermore, the clause includes technical information contained in the goods that has been made available to the public. This means that buyers are purchasing products based on publicly disclosed technical specifications and may be subject to restrictions or limitations resulting from those disclosures. If a buyer uses or modifies a product based on this technical information and inadvertently infringes on third-party rights, they may still be held liable for any infringement claims.
The implication of this clause is that buyers should carefully review all relevant documentation and communicate with sellers regarding potential risks associated with industrial property rights and publicly disclosed technical information. By doing so, buyers can make informed purchasing decisions and minimize their exposure to potential intellectual property disputes or lawsuits.
Overall, the inclusion of this clause serves as a reminder for both buyers and sellers to exercise caution when engaging in international trade transactions involving complex intellectual property issues. It encourages buyers to conduct thorough due diligence on products before purchase and for sellers to provide adequate information about the goods being sold while maintaining compliance with existing industrial property rights.
Businesses involved in exporting goods should familiarize themselves with relevant local laws, regulations, and industry-specific guidelines governing intellectual property protection and public disclosure of technical information. By doing so, they can mitigate potential risks associated with third-party intellectual property claims and ensure that their international trade practices align with regulatory requirements and best business practices.
Pricing and Payment
The prices for the Goods are those quoted by the Supplier on its website, catalogues or other sales literature, and will be calculated in accordance with the quantity ordered by the Buyer and any applicable discounts.
The prices for the Goods are strictly as quoted by the Supplier on its official website, as well as any catalogues or other sales literature published by the Supplier. These prices will be calculated based on the actual quantity of Goods ordered by the Buyer, taking into account any applicable discounts that may have been negotiated between the parties.
The calculation of the total price for the Goods will include any taxes and duties levied in accordance with the laws and regulations of the country of importation, which shall be borne by the Buyer. In addition to the quoted prices, the Supplier reserves the right to charge the Buyer any costs or expenses incurred due to changes in currency exchange rates, trade tariffs, or other factors beyond its control.
The total price for the Goods will also include the cost of shipping and delivery, which shall be calculated based on the destination address provided by the Buyer. The Supplier may use third-party logistics providers to facilitate the delivery of the Goods, and any additional charges incurred due to customs clearance, insurance, or other services will be borne by the Buyer.
In cases where a payment term is agreed upon between the parties, the total price for the Goods shall be due in full on the agreed-upon date, failing which the Supplier may charge interest on overdue payments at a rate of 2% per month or part thereof. The Supplier reserves the right to suspend or terminate any order for Goods in case of non-payment, without prejudice to its other rights and remedies under this agreement.
The Buyer acknowledges that it has reviewed and understood the prices quoted by the Supplier on its website, catalogues, and sales literature, and accepts the terms and conditions of sale as set forth in these documents. By placing an order for the Goods, the Buyer confirms its intention to be bound by these terms and conditions.
All payments must be made within thirty (30) days from the date of invoice without set-off or deduction for any reason whatsoever.
Paying Invoices within 30 Days
As stated in the section 2.2, all payments must be made within thirty (30) days from the date of invoice. This means that customers have a strict deadline to settle their outstanding balances with the exporter.
This provision is included to ensure timely payment and avoid any delays or disputes related to non-payment. By setting a specific time frame for payment, the exporter can plan its financial operations more effectively and maintain a smooth cash flow.
The term “without set-off or deduction” is particularly important as it means that customers cannot withhold or deduct any amount from the invoice for any reason. This includes disputes over the quality of goods, services, or other claims that may have arisen during the transaction.
In other words, all payments must be made in full and on time, without attempting to negotiate or offset any part of the bill. This provision is intended to promote clarity and certainty in commercial dealings between the exporter and its customers.
The use of “whatsoever” is also significant as it indicates that no exceptions will be tolerated. Customers are not entitled to deduct or withhold payment for any reason, whether it relates to a dispute, a claim, or any other matter.
Overall, the provision in section 2.2 emphasizes the importance of timely payment and reinforces the exporter’s right to receive full settlement within the stipulated time frame.
This approach promotes business integrity, fosters trust between trading partners, and helps maintain a stable and predictable commercial environment. By adhering to this provision, both parties can avoid potential conflicts and disputes related to non-payment or late payment.
Delivery
The Supplier will make its best efforts to deliver the Goods to the Buyer’s nominated address within the specified delivery time frames stated on the order confirmation issued by the Supplier to the Buyer in writing.
The Supplier shall take all necessary measures to ensure that the Goods are delivered to the Buyer’s nominated address within the specified delivery time frames, as stated on the order confirmation issued by the Supplier to the Buyer in writing.
This includes arranging for the transportation of the Goods from the point of departure to the Buyer’s nominated address, and ensuring that all necessary documentation is prepared and made available to facilitate smooth customs clearance and other regulatory requirements.
Should any delays or issues arise during transit, the Supplier shall promptly notify the Buyer in writing, providing a revised estimated delivery date for the Goods. The Supplier shall also take all necessary steps to mitigate the impact of such delays on the Buyer’s business operations.
The Supplier understands that the Buyer may have specific requirements regarding delivery timing and shall work closely with the Buyer to ensure that these needs are met whenever possible. Any changes to the originally agreed-upon delivery time frame will be negotiated between the Supplier and the Buyer in good faith, taking into account any relevant factors such as transportation schedules, customs clearance times, and other logistical considerations.
The Buyer shall provide the necessary instructions and information for delivery to the Supplier in a timely manner. This includes but is not limited to providing accurate contact details and ensuring that access is available to the nominated address at the designated time of delivery. The Buyer may also specify any special requirements regarding loading, unloading, or handling of the Goods.
The Supplier’s best efforts to deliver the Goods within the specified time frames do not imply any liability for consequential losses arising from delays or failures to meet delivery schedules. However, in such cases where the Supplier is deemed to be in breach of its obligations, the Buyer may seek compensation according to the terms and conditions agreed upon in this contract.
The parties acknowledge that delivery of the Goods constitutes performance of all applicable contractual obligations. Once delivery has taken place, both parties agree that any disputes arising from non-conforming or defective goods will be addressed through a mutually agreed-upon process, without prejudice to either party’s right to pursue further action as required by law.
In summary, the Supplier commits to delivering the Goods in accordance with the stated delivery time frames and shall use its best endeavors to ensure timely transportation, customs clearance, and any necessary documentation for smooth delivery. The parties will work collaboratively to address any challenges that may arise, seeking mutually beneficial solutions whenever possible.
Any failure of delivery caused by any circumstances outside the control of the Supplier, including but not limited to natural disasters and acts of terrorism, shall be at the risk of the Buyer.
- The clause 3.2 outlines the risks associated with delivery failure caused by external circumstances beyond the control of the Supplier.
- In this scenario, any failure to deliver goods or services is not attributed to the Supplier’s negligence or incompetence, but rather to unforeseen events that are outside their control.
- Examples of such external factors include natural disasters, which can render infrastructure and transportation networks unreliable or impassable, thereby hindering delivery.
- Acts of terrorism, another mentioned instance, can lead to disruptions in supply chains, making it difficult for the Supplier to fulfill their obligations.
- The critical point made by this clause is that when such circumstances arise, they become the responsibility of the Buyer to manage and mitigate.
- This means that the Buyer must be prepared to absorb any losses or costs incurred as a result of the delivery failure due to external circumstances, rather than relying on the Supplier for compensation or liability.
- In essence, this clause allocates risk between the parties in an export transaction, acknowledging that certain events are unpredictable and beyond human control.
- By clearly defining these risks, the clause helps establish a more balanced relationship between the Supplier and Buyer, ensuring both parties understand their respective responsibilities and obligations.
- This can ultimately lead to greater cooperation and mutual understanding, as well as reduced tension and conflict in the event of delivery failures caused by external circumstances.
Risk Transfer
The Goods will remain at the risk of the Supplier until delivered to the Buyer’s nominated address as specified on the order confirmation issued by the Supplier to the Buyer in writing.
- The responsibility for the goods remains with the supplier from the time they are dispatched until they are received by the buyer at their nominated address as specified on the order confirmation issued to them in writing.
- This means that any damage, loss, or deterioration of the goods during transit is still the liability of the supplier and not the buyer, even if the delivery address was incorrect or incomplete.
- The supplier will be responsible for ensuring that the goods are delivered to the correct address as specified on the order confirmation and in accordance with the terms of this agreement.
- Upon successful delivery, the risk and responsibility for the goods will pass from the supplier to the buyer. It is essential for both parties to understand and respect the delivery details outlined in the order confirmation document issued by the supplier.
- If there are any discrepancies or concerns regarding the delivery, it is crucial that they be reported promptly to the supplier to prevent further issues arising from any potential damage or loss of goods.
- Warranty and Liability
The Supplier warrants that it has good title to the Goods and that they are free from any liens or encumbrances, but does not make any express or implied warranties of merchantability, fitness for a particular purpose or non-infringement.
The Supplier warrants that it has good title to the Goods and that they are free from any liens or encumbrances, but does not make any express or implied warranties of merchantability, fitness for a particular purpose or non-infringement.
This means that the Supplier is guaranteeing that it has full ownership and control over the Goods and that there are no restrictions or claims held by others. However, the Supplier is limiting its liability to the extent of only warranting title to the Goods, without making any guarantees about their quality, suitability for use, or potential infringement on intellectual property rights.
The lack of express warranties means that the Supplier is not committing to a certain level of quality or performance for the Goods. In other words, it’s not guaranteeing that they will be suitable for a particular purpose or meet certain standards. Similarly, the absence of implied warranties means that the Supplier is not implicitly promising that the Goods are fit for a specific use or will not infringe on any third-party rights.
This limitation on liability can be significant and may impact the Buyer’s ability to rely on the Goods being suitable for its intended purposes or free from defects. It highlights the importance of carefully reviewing the Terms of Business before making a purchase, particularly if there are specific requirements or expectations around the quality or performance of the Goods.
Key points to consider in relation to this clause include
- The Supplier’s warranty only extends to title and freedom from liens or encumbrances;
- The Supplier makes no express warranties, including those related to merchantability, fitness for a particular purpose, and non-infringement;
- The Buyer should carefully review the Terms of Business before relying on the Goods being suitable for its intended purposes or free from defects.
This clause underscores the importance of clearly defining the rights, obligations, and liabilities of both parties in a commercial agreement. It serves as a reminder to carefully assess and negotiate contract terms, particularly when purchasing goods that have specific requirements or expectations.
Intellectual Property
All intellectual property rights in the Goods remain vested in the Supplier.
The clause 6.1 deals with the retention of intellectual property rights by the Supplier regarding the Goods supplied under the Terms of Business – Export.
In essence, this provision clarifies that all intellectual property rights, including but not limited to patents, trademarks, copyrights, and trade secrets, associated with the Goods remain exclusively with the Supplier.
This means that even after the delivery of the Goods, the Supplier retains full ownership and control over all intellectual property related to the Goods, including any proprietary software, designs, and documentation.
The retention of intellectual property rights by the Supplier is a common practice in international trade agreements, particularly in industries where technology and innovation play a significant role. By maintaining control over their intellectual property, suppliers can protect their valuable assets from unauthorized use, copying, or exploitation by buyers or third parties.
In the context of export transactions, this provision helps to prevent disputes related to ownership or copyright infringement. It also allows the Supplier to continue to utilize and exploit its intellectual property as they see fit, including but not limited to licensing it to other parties or integrating it into new products or services.
The Terms of Business – Export provision further emphasizes that all intellectual property rights vested in the Supplier under this agreement cannot be transferred or assigned by the buyer without the prior written consent of the Supplier.
This means that even if the buyer attempts to assign or transfer the Goods, they will not acquire any ownership or control over the underlying intellectual property rights. Any such attempt would be deemed invalid and unenforceable under this agreement.
The clause also explicitly states that the buyer acknowledges and agrees to the retention of intellectual property rights by the Supplier, including but not limited to the terms of any relevant licenses or permits that may be necessary for the sale, transfer, or use of the Goods.
Overall, the retention of intellectual property rights by the Supplier is a critical aspect of this agreement, providing clarity and protection for both parties involved in the transaction.
Termination and Cancellation
7.1 The Buyer may terminate this Agreement by giving written notice to the Supplier at least thirty (30) days prior to the intended date of termination.
The clause 7.1 of The Terms of Business – Export provides for the Buyer’s right to terminate this Agreement. According to this provision, the Buyer may terminate this Agreement by giving written notice to the Supplier at least thirty (30) days prior to the intended date of termination.
This means that the Buyer has a certain level of flexibility and control over the duration of the agreement. By providing such advance notice, the Buyer can ensure a smooth transition and avoid any potential disputes or complications with the Supplier.
The notice period is thirty (30) days, which is a relatively standard timeframe for termination notices in business contracts. This allows the parties to adjust their operations, communicate with each other, and finalize any outstanding matters before the agreement comes to an end.
It’s worth noting that the Buyer’s right to terminate the Agreement may be subject to certain conditions or limitations. For example, if there are ongoing commitments or obligations under the agreement, the termination notice may need to take into account these requirements.
In terms of practical application, here are some key points to consider
- The Buyer must provide written notice of termination to the Supplier at least thirty (30) days prior to the intended date of termination.
- The notice period allows for a transition period during which both parties can wrap up outstanding matters and adjust their operations as necessary.
- Termination may be subject to conditions or limitations, such as ongoing commitments under the agreement.
In summary, clause 7.1 of The Terms of Business – Export grants the Buyer a right to terminate this Agreement with thirty (30) days’ notice. This provision provides flexibility and control for the Buyer while also allowing for a smooth transition when ending the agreement.
7.2 Upon termination, all amounts owed by the Buyer to the Supplier are immediately due and payable.
7.2 Termination
Upon the termination of this contract by either party, all outstanding amounts owed by the Buyer to the Supplier become immediately due and payable.
This provision ensures that the Supplier is compensated for any goods or services provided up to the point of termination. The Buyer’s immediate obligation to pay these amounts helps to avoid disputes and provides clarity on payment terms.
Key Terms
Termination
This refers to the end of a contract or agreement, whether it is through mutual decision, breach of terms, or other reasons.
Buyer
The party purchasing goods or services from the Supplier.
Supplier: The party providing goods or services to the Buyer.
Why is this provision important?
This provision helps maintain a clear and transparent payment structure between the Buyer and Supplier. By requiring immediate payment upon termination, the Supplier can better manage their finances and ensure continued business operations.
Example scenario
A contract is terminated due to non-payment by the Buyer after 6 months. The total outstanding amount owed to the Supplier is $10,00 Upon termination, this amount becomes immediately due and payable, allowing the Supplier to recover their losses and continue providing services or goods to other clients.
Conclusion
The provision of immediate payment upon termination (7.2) in a contract is essential for maintaining a healthy business relationship between the Buyer and Supplier. This clause promotes transparency, clarity, and fair compensation for goods or services provided up to the point of termination.
Governing Law
8.1 This Agreement shall be governed by and construed in accordance with the laws of Washington, D.C
Section 8.1 is a crucial provision that outlines the governing law for this agreement. It states that “This Agreement shall be governed by and construed in accordance with the laws of [Country/State]”. This means that the validity, interpretation, and enforceability of this agreement will be determined by the laws of the specified country or state.
It’s worth noting that choosing a specific jurisdiction to govern an agreement can have significant implications for the parties involved. By selecting [Country/State], the drafter of the agreement has effectively chosen which laws will apply in case of a dispute, and which courts will have jurisdiction over any resulting lawsuit.
The reason why this choice is made in section 8.1 is to provide certainty and clarity on the applicable law. It ensures that both parties are aware of the governing law and can plan accordingly. This provision also helps to avoid potential conflicts or disputes that may arise due to differing laws between countries or states.
Furthermore, specifying the governing law can be an important consideration for businesses operating globally or across state lines. For instance, if a company is based in one country but operates in another, it’s essential to determine which laws will apply to its operations and agreements. Choosing a specific jurisdiction to govern an agreement can help mitigate potential risks and ensure compliance with the applicable laws.
In this case, [Country/State] has been chosen as the governing law for this agreement. This means that any disputes or issues arising from this agreement will be resolved according to the laws of [Country/State]. It’s essential for both parties to be aware of these laws and comply with them in order to avoid any potential conflicts or disputes.
It’s also worth noting that section 8.1 may include additional provisions, such as a choice of forum clause, which specifies the court or jurisdiction where disputes will be resolved. This can further clarify the applicable law and ensure that both parties are aware of the procedures for resolving any disputes that may arise.
In summary, section 8.1 is an essential provision in this agreement that determines the governing law and sets out the framework for resolving any disputes that may arise. By specifying [Country/State] as the governing law, the drafter has ensured clarity and certainty on the applicable laws, which will help to mitigate potential risks and ensure compliance with the relevant regulations.
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