PURCHASE CONTRACT

Contract Number 1

BETWEEN

-On the one side, ______a ______company incorporated and trading in accordance with current ______legislation, having its registered address at______, ______, and with tax code ______.

-On the other side, ______.

Both parties declare and recognize that each one has the necessary legal capacity in order to enter into this contract of purchase, according to the terms and conditions which, mutually agreed, are established in the following

CLAUSES

FIRST.- OBJECT AND GOODS SOLD

______(hereinafter “The Seller”) agrees to sell and deliver and______(hereinafter “The Buyer”) agrees to buy and receive ____.

The goods sold by means of this contract, their description and quality, are specified in______.

SECOND.- PRICE AND PAYMENT

The total agreed price of the ______sold is ______€ ( ______Euros). This price does not include______.

The payment of the total price will be made in the following way:

______

The delay in the payment of any of the above amounts will entitle the Seller to claim for interests of delay in the same terms established in the fourth clause.

All the payments will be made in______.

THIRD.- DELIVERY

The delivery of the sold goods will be made______harbour appointed by the Seller.

Provisions of INCOTERMS 2010 (as published by the ICC) are binding upon the Seller and Buyer for the interpretation of commercial terms______.

FOURTH.- SHIPMENT

The sold goods will have to be loaded______. When there is a delay in the delivery of goods not due to a reasonable cause, the Buyer will be entitled______.

FIFTH.- NON CONFORMITY OF GOODS

Any lack of conformity of the goods shall be notified in writing by the Buyer to the Seller within ______days from the date______. In any case the Buyer shall have no remedy for lack of conformity if he fails to notify the Seller______-.

SIXTH.- TITLE AND RISK

Legal title to the goods shall pass from Seller to Buyer when______. As per consequence of the precedent provision, the goods shall remain the property of the Seller until______. If the applicable law in Buyer’s country would not admit this retention of title,______-.

According to established in INCOTERMS 2010, risk of loss or damages shall pass to the Buyer ______.

SEVENTH.- TAXES, TARIFFS AND DUTIES

Any export taxes and duties, ______imposed by______shall be borne by______.

Any import taxes and duties, ______imposed by ______, shall be borne by the Buyer.

EIGHTH.- FORCE MAJEURE

The Force Majeure (Exemption) clause of the International Chamber of Commerce (ICC Publication nº 2003) is hereby incorporated in this contract establishing a ______term for the grounds of relief to subsist.

NINTH.- ASSIGNMENT

Neither party shall assign nor otherwise shall dispose of any interest in the contract without the previous written consent of the other party______.

TENTH.- APPLICABLE LAW

The present contract is submitted to and shall be governed by the United Nations Convention for the International Sale of Goods.

Any question not covered by this Convention will be governed by the Law of______.

ELEVENTH.- ARBITRATION

Any dispute or conflict which may arise from this present contract shall be resolved through the arbitration ______.

In the same way, the parties expressly declare their commitment to observe the terms of the arbitral award.

TWELTH.-LANGUAGE

The present contract is drafted in _____ and ______version. In case of discrepancy, the______version will prevail.

THIRTEENTH.- NOTICE

Unless otherwise agreed in writing, any relevant fact arising from the execution of the contract will have to be notified______. To this respect, the parties appoint as data to carry out such notification the following ones:

Any change of the precedent data will not have effect until duly notified to the other party not initially affected by the change.

FOURTEENTH.- INTEGRATION CLAUSE

This contract nº ______represents the entire agreement of the parties with respect to the subject matter hereof, and may not be altered or amended except in writing and signed by both parties hereto.

Signed at day of ______of 20

______

By Mr/Ms.______ByMr/MS. _____

Inhis/her condition of in his/her condition of

______of the Company. ______of the Company.

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