When drafting an international sales contract, several factors should be considered to ensure clarity, protection, and compliance. Here are some important factors to keep in mind:

1. Choice of Law and Jurisdiction: Determine the applicable law that will govern the contract and specify the jurisdiction where disputes will be resolved. This choice should be made after considering the legal systems of the parties involved and their willingness to accept a particular jurisdiction.
2. Contract Language: Clearly state the language in which the contract will be written. If the parties speak different languages, consider using a bilingual contract or including provisions for translation and interpretation.
3. Definitions and Interpretation: Define key terms used in the contract to avoid ambiguity and misunderstanding. Ensure that the contract is drafted in a manner that accommodates different legal systems and cultures.
4. Pricing and Payment Terms: Specify the currency of payment, pricing structure, payment methods, and terms of payment (e.g., upfront payment, installments, or letter of credit). Address any applicable taxes, duties, and currency exchange rate issues.
5. Delivery Terms: Define the terms and conditions for the delivery of goods or services, including transportation, insurance, packaging, and the transfer of risk from the seller to the buyer. Consider using internationally recognized trade terms such as Incoterms.
6. Product Specifications and Quality: Clearly outline the specifications, quality standards, and performance criteria of the goods or services being sold. Include provisions for inspection, testing, and acceptance procedures to ensure compliance with the agreed-upon standards.
7. Intellectual Property Rights: Address the ownership, licensing, and protection of intellectual property rights related to the products or services being sold. Include provisions on confidentiality, trademarks, copyrights, patents, and trade secrets.
8. Force Majeure and Termination: Include provisions that address unforeseen events or circumstances (force majeure) that may prevent the fulfillment of the contract. Establish termination rights and procedures for breach of contract, non-performance, or other specified events.
9. Dispute Resolution: Specify the mechanism for resolving disputes, such as negotiation, mediation, or arbitration. Consider whether international arbitration should be included as the preferred method, and if so, determine the arbitration rules and the place of arbitration.
10. Compliance with Applicable Laws and Regulations: Ensure that the contract complies with relevant international trade laws, export controls, import regulations, sanctions, and any industry-specific regulations or standards.
11. Language and Cultural Considerations: Be mindful of language and cultural differences when drafting the contract. Consider engaging professional translators or interpreters to ensure accurate communication between the parties.
12. Professional Legal Advice: Seek the assistance of lawyers experienced in international trade and contracts to review and provide guidance during the drafting process. They can help identify potential pitfalls, offer insights into international trade practices, and ensure compliance with applicable laws.

Remember that every international sales contract is unique, and the specific factors to consider may vary depending on the nature of the transaction, the parties involved, and the relevant industries or sectors.

Please feel free to contact me should you need assistance with drafting an international sales contract. I have several years of experience in advising clients on cross-border transactions.

Sheikh I Najam