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INTERNATIONAL SALE PURCHASE CONTRACT

This PURCHASE-SALE agreement is entered into with the company CALZADO


WATERLOO SAS represented by MARIHANNA ISABEL DE LA ESPRIELLA KATS and the
company UKSHOES LTD represented by JASSHER MATTHEWS who will be referred to as
"the seller "and" the buyer "respectively in accordance with the following declarations and
clauses:

STATEMENTS:

DECLARES FOOTWEAR WATERLOO S.A.S

I. That is a company legally constituted in accordance with the laws of the Republic of
Colombia as stated in public deed No. 0000304 of the sole notary of Sincelejo or the
certificate of Chamber of Commerce No. 356982 of the Sincelejo Chamber of Commerce.

II. That within the social object are among other activities, the commercialization, and
exports of footwear.

III. That has the capacity, knowledge, experience and adequate staff to perform the activities
referred to in the statement above.

IV. That Mrs. MARIHANNA ISABEL DE LA ESPRIELLA KATS with CC 1,102,963,256 is her
legitimate representative and, as a consequence, she is duly authorized to sign this
instrument and bind her represented in the terms thereof.

V. That he has his domicile in the city of Sincelejo Colombia that indicates for all legal effects
that may take place.

THE BUYER DECLARES:

I. That it is a company incorporated in accordance with the laws of the United Kingdom and
that it engages, among other activities, in the commercialization and importation of the
products referred to in footwear declaration II.

II. That knows the characteristics and specifications of the products object of the present
contract.

III. That Mr. JASSHER MATTHEWS with DNI 13,289,355 is his legitimate representative
and is authorized to sign this contract.
IV. That he has his domicile in the city of Liverpool-Great Britain, the same one that he
indicates for all the legal effects that may take place

BOTH PARTIES DECLARE:

That they have an interest in carrying out the commercial operations referred to in this
contract, in accordance with the foregoing statements and thus in accordance with the
following:

CLAUSES

FIRST: OBJECT OF THE CONTRACT- Through this instrument "The seller" is forced to
sell and "The buyer" to acquire 50,000 pairs of shoes distributed in different sizes, colors
and styles.

SECOND PRICE: The price of the products covered by this contract that UKSHOES LTD
undertakes to pay will be the amount of GBP 465,000.00 under the Incoterms - DEQ to the
Albert dock export dock in England. This is a single price and is tax free according to the
tariff position 15111010 between Colombia and England.

Both parties undertake to renegotiate the previously agreed price, when this is affected by
variations in the international market or by extreme economic, political and social conditions
in the country of origin or destination, to the detriment of both parties.

PARRAGRAFO: For reasons of logistics, it is convenient to unload the goods in the port of
Tilbury, then a re-shipment by land to Albert Dock port, this operation and costs are in charge
of the seller.

THIRD. FORM OF PAYMENT.- UKSHOES LTD is obliged to pay to SHOE WATERLOO


S.AS. The price agreed upon in the previous clause, through the term DIRECT GIRO, upon
delivery of the following documents: commercial invoice, packing list and document received
in accordance with the agreement in the previous paragraph, WATERLOO SAS SHOE,
undertakes to carry out the corresponding procedures, in order to carry out the necessary
procedures for cancellation under the conditions indicated.

The expenses arising from the opening and management of the agreed payment system will
be borne by CALZADO WATERLOO S.A.S.

QUARTER. PACKAGING AND PACKAGING OF GOODS. WATERLOO SHOES S.A.S.


undertakes to deliver the goods covered by this contract, in the place indicated in the second
clause, complying with the following specifications: five (10) 40-foot DRY conventional
containers, for a total of 50,000 pairs of footwear.

FIFTH DATE OF DELIVERY. WATERLOO SHOES S.A.S. is obliged to deliver the goods
referred to in this contract within 58 days, counted from the date of confirmation in writing of
the order and agreed upon the payment system provided in the third clause.

SIXTH. PATENTS AND TRADEMARKS. WATERLOO SHOES S.A.S. of Sincelejo,


declares and UKSHOES LTD of England recognizes that the products object of this contract
are duly registered under the protection of the patent.

Likewise, UKSHOES LTD undertakes to notify WALKED WATERLOO S.A.S. as soon as it


becomes aware of any violation or improper use of said patent or brand, so that SHOE
WATERLOO S.A.S can exercise the rights that legally correspond to it.

SEVENTH. VALIDITY OF THE CONTRACT Both parties agree that SHOE WATERLOO
S.A.S. has delivered all the merchandise agreed in the first clause, and UKSHOES LTD has
complied with each of the obligations stipulated in this instrument, is terminated.

EIGHTH. RESCISSION FOR NON-COMPLIANCE. Both parties may invalidate this contract
in case one of them fails to comply with its obligations and refrains from taking the necessary
measures to repair the breach within 30 days following the notice, notification or requirement
that the other party makes in the sense that proceed to repair the breach in question.

The party exercising its right to cancellation must give notice to the other party, once the
term referred to in the preceding paragraph has been served.

NINTH. INSOLVENCY. Both parties may terminate this contract, in advance and without
prior judicial declaration in case one of them is declared bankrupt, suspension of payments,
bankruptcy or any other type of insolvency.

TENTH. SUBSISTENCE OF OBLIGATIONS. The termination or termination of this contract


does not affect in any way the validity and enforceability of the obligations contracted
previously, or those already formed that, by their nature or by law, or by the will of the parties,
must be deferred to Subsequent date, consequently, the parties may demand even after the
termination or termination of the contract the fulfillment of these obligations.
ELEVENTH. ASSIGNMENT OF RIGHTS AND OBLIGATIONS. Neither party may assign
or transfer all or part of the rights or obligations derived from this contract, unless previously
agreed in writing and agreed by both parties.

TWELFTH. LIMIT OF CONTRACTUAL LIABILITY. Both parties accept that it will not be
imputable to any of them, the liability arising from fortuitous event or force majeure and agree
to suspend the rights and obligations established in this contract, which may be resumed by
mutual agreement at the time when the reason disappears of the suspension, as long as it
deals with the cases foreseen in this clause.

TENTH - THIRD, APPLICABLE LEGISLATION. In everything agreed and in what is


expressly foreseen, this contract will be governed by the laws in force in the Republic of
Colombia, particularly the provisions of the "United Nations Convention on Contracts for the
International Sale of Goods" and failing that , for the commercial uses and practices
recognized by them.

TENTH-FOURTH. ARBITRATION. For the interpretation execution and fulfillment of the


clauses of this contract and for the resolution of any dispute arising from it, the parties agree
to submit to conciliation and arbitration for foreign trade existing in the exporting country.

This contract is signed in the city of Sincelejo on the 16th day of the month of June 2019.

_____________________________ ___________________________
CALZADO WATERLOO S.A.S UKSHOES LTD

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