International Sales of Goods – Drafting of Agreement The Seller Co, domiciled in Italy, intends to conclude an agreement with a company in Saudi Arabia, the Buyer Co, to export ceramic tiles. The Seller Co undertakes to sell an amount of 5.500 ceramic tiles for the price of 30 US$ / square meter tile. The Seller Co will send the ceramic tiles by ship, to Saudi Arabia under a CFR, before 25th July 2016. The Buyer Co will get delivery of the ceramic tiles in Pozzallo Port. The Seller Co will only sell by way of securing a letter of credit. 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 English law, arbitration rules, institution and the court will apply. Please, draft the agreement between the parties, taking into account that this agreement must be implemented and performed both in Italy and in Saudi Arabia. Include all the possible elements that you can think of that protect at the maximum the interests of both parties 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. Question 2 – Convention on the International sales of Goods – Case Resolution Buyer and Seller entered into a contract for Seller to deliver a sophisticated computer to Buyer by January 1. Seller was late in delivering the machine, so Buyer wired Seller on January 2: “Anxious to take delivery of the computer. Hope that it arrives by February 1.” Seller delivers the computer on February 5, but Buyer refuses to accept it and declares that the contract is avoided because Seller failed to hand over the computer before the February 1 date specified in the January 2 telegram. Both Buyer and Seller agree that there has not been a fundamental breach. Taking into account the fact that the agreement between the parties is regulated by the articles of the CISG, please indicate which party is right, on which ground and which damage is to be paid to whom, if any. Your analysis and decision need to include the following: 1- Applicability of the CISG; 2- The rules on the goods; 3- Formation of the contract; 4- The buyer´s and seller´s obligations; 5- Analyze the case from the seller´s and buyer´s potential arguments; 6- Remedies of the seller and of the buyer; 7- Lack of conformity of the goods; 8- Avoidance of contract and damages; 9- Defenses; 10- The applicable law and jurisdiction and any other legal elements that you can think of. Question 3 – LETTER OF CREDIT A subsidiary in State B (B. Ltd.) has promised to buy goods from a seller in State S (S. Ltd.). B Ltd. Has agreed to secure an irrevocable letter of credit that authorizes payment upon delivery of a clean bill of lading and all the usual export documents. Since you helped B. Ltd. with its letter-of-credit arrangement with S. Ltd., S. Ltd. delivered the required documents to a bank in State S that had confirmed the letter of credit. 1- Describe the procedure and transactions involved in the creating of the letter of credit. 2- All the required documents are correct except for the clean bill of lading that at first sight could be a false one. Should the confirming bank pay the seller on the letter of credit? 3- If it does, must the issuing bank reimburse the confirming bank? 4- If so, has B. Ltd. any recourse against either bank?