Model Contract for the Purchase of Goods in India used by foreign companies to import products from India, particularly raw materials and semi-manufactured products (textiles, furniture, building materials, etc.). The contract is drafted from the standpoint of the importing foreign company, but taking into account the commercial uses and practices of the Indian market and also the special characteristics of its business legislation.

This Contract includes all the most important clauses for importing products from India: purchased price, delivery terms, payment conditions, packaging, inspection of goods, title and risk, resolution of disputes and governing law.

The Contract is in English, which is the standard language used when drawing up contracts between foreign and Indian companies, and it is valid in India. A guide in English on Negotiating Contracts in India is provided with the contract.

LEGAL WARNING

Depending upon your particular situation this contract might not meet your needs and requirements. In case of doubt, you should consult a legal advisor.Global Negotiator as publisher and copyright holder of this contract disclaims all warranties, whether express or implied, respecting the legal content of this contract. For any claims arising out or in connection with the use of this contract, Global Negotiator shall be limited to a refund of the purchase price.

INDEX

PartiesClauses

1. Goods purchased2. Warranties3. Purchased price4. Delivery terms5. Time of delivery6. Payment conditions7. Documents8. Inspection of the goods

before shipment9. Samples10. Packaging11. Title and risk12. Late delivery or non-

delivery of goods13. Subcontracting14. Severability15. binding effect16. Entire contract17. Cumulative rights18. Additional terms &

conditions19. Resolution of disputes

and governing law20. Language

Signatures

PURCHASE OF GOODS CONTRACT (INDIA)

Nº OF PAGES: 11 + 4 (GUIDE TO NEGOTIATING CONTRACTS IN INDIA)FORMAT: WordLANGUAGE: English

PURCHASE OF GOODS CONTRACT(INDIA)

DATE: ..............................................................................................................................................

BETWEEN:

................................. [company legal name] whose registered office is at ..................................... [address, city and country] and registration/fiscal number is .............................. , represented by ............................................................... [name and surname, position] (hereinafter referred to as "the Buyer”),

AND:

................................. [company legal name] whose registered office is at ..................................... [address, city and country] and registration/fiscal number is .............................. , represented by .................................................................. [name and surname, position] (hereinafter referred to as “the Seller”).

Both Parties declare an interest in the sale and purchase of goods under the present Contract and undertake to observe the following:

1. GOODS PURCHASED

[Description of the goods: type of products, features, quantities, units, etc.]....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

1.1 It is agreed that any information relating to the goods and their use, such as weights, dimensions, volume, color, price, and other data contained in catalogues, leaflets, circulars, newsletters, advertisements, price-lists of the Seller, shall not take effect as terms of the Contract unless expressly referred to in the Contract.

1.2 Unless otherwise agreed, the Buyer does not acquire any industrial or intellectual property rights in which may have been available to him. The Seller also remains the exclusive owner of any industrial or intellectual or industrial property rights relating to the goods.

2. WARRANTIES

2.1 The Seller warrants and guarantees that all Goods supplied under this Contract shall be free from any defects, patent or latent, in material and workmanship, will conform to any applicable specifications and drawings and will be free from design defects. The

Seller warrants that all Goods shall be of reasonable commercial quality and fit for their intended use where stated or where such use is clear. All materials used by the Seller shall comply with the Buyer's requirements.

2.2 The Seller’s obligations under Clause 2.1 shall extend to any defect or non-conformity arising or manifesting itself within a warranty period of ......... [1, 2, 3] years from delivery.

2.3 Where there is a breach of the warranty contained in Clause 2.1 by the Seller, the Buyer, without thereby waiving any rights or remedies otherwise provided by law and/or elsewhere in this Contract, may require the Seller to repair or replace the defective Goods which will be delivered free of charge.

3. PURCHASED PRICE

The price of the products hereunder is:

CURRENCY[insert currency: EUR Euros, USD Dollars, INR Rupees]

AMOUNT IN NUMBERSAMOUNT IN LETTERS

3.1 The price indicated under this clause includes any costs which are borne by the Seller according to this Contract. However, should the Seller have borne any costs any costs which, according to this Contract are payable by the Buyer (e. g. for international transportation or transportation insurance under EXW o FCA delivery terms), such sums shall not be considered as having been included in the price under this clause and shall be reimbursed by the Buyer to the Seller.

3.2 Unless otherwise agreed in writing, the price does not include VAT or other taxes, and is not subject to price adjustment.

4. DELIVERY TERMS

Delivery of goods shall be done according to Incoterms 2010 rules. The rule and delivery place agreed between the Parties is: [Mark with X in the box the Incoterm chosen and insert the name of the place o port designated for delivery of products] Incoterms for any mode or modes of transport (multimodal transport)

EXW Ex Works Place: ...................................................FCA Free Carrier Place: ...................................................CPT Carriage Paid To Place: ...................................................CIP Carriage and Insurance Paid to Place: ...................................................DAT Delivered At Terminal Place: ...................................................DAP Delivered At Place Place: ...................................................

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DDP Delivered Duty Paid Place: ...................................................

Incoterms for sea transport

FAS Free Alongside Ship Port: .....................................................FOB Free On Board Port: .....................................................CFR Cost and Freight Port: .....................................................CIF Cost, Insurance and Freight Port: .....................................................

[See Explanatory Note about the use of Incoterms in international contracts]

Other delivery conditions

[If necessary, insert any other conditions - for example, relating to packaging - for delivery of goods]...........................................................................................................................................................................................................................................................................................................................................................................................................................................................................

Carrier

[If necessary, insert the name and contact details of the carrier who will deliver or collect the goods]..................................................................................................................................................................................................................................................................................................................

5. TIME OF DELIVERY

[Choose one of the following alternatives]

Alternative A. Delivery of goods will take place by ............................ [insert specific date].

Alternative B. Delivery of goods will take place during ................................. [ insert a specific period of time; for example: second week of September 2012 or October 2012].

Alternative C. Delivery of goods will take place within ......... [30, 60, 90] calendar days of the signing of the present Contract.

Alternative D. Deliver of goods will take place within ......... [30, 60, 90] calendar days counting from the date on which the Seller receives payment that covers the full price.

Alternative E. Deliver of goods will take place within ......... [30, 60, 90] calendar days counting from the date on which the Seller receives first payment.

Alternative F. Deliver of goods will take place within ......... [30, 60, 90] calendar days counting from the date on which the Seller receives the notification of the opening of a Letter of Credit (L/C) by the Buyer.

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6. PAYMENT CONDITIONS

[Choose one of the following alternatives according to alternative chosen in Clause 5]

The payment shall be paid on the following terms:

Alternative A. Cash, check or bank transfer within ......... [30, 60, 90] calendar days from de date of invoice.[use for alternatives A, B, C, D and E of clause 5].

Alternative B. Documentary collection (drafts) to the account and bank branch designated by de Seller. The documentary collection will be:

- Alternative B.1 Documents against payment (D/P).

- Alternative B.2 Documents against acceptance (D/A).[use for alternatives A, B, C, D y E of clause 5]

Alternative C. Irrevocable Letter of Credit (L/C). [use for alternative F of clause 5]

The irrevocable Letter of Credit (L/C) shall be:[mark with X all that apply]

BY PAYMENT AT SIGHTBY DEFERRED PAYMENT AT ....... DAYSBY ACCEPTANCE OF DRAFTS AT ....... DAYSBY NEGOTIATION

UNCONFIRMEDCONFIRMEDConfirmation Bank ................................

PARTIAL SHIPMENTS ALLOWEDPARTIAL SHIPMENTS NOT ALLOWED

TRANSHIPMENT ALLOWEDTRANSHIPMENT NOT ALLOWED

[If necessary include data of the bank account of the Seller]

Payment will be made on the following bank account of the Seller: Bank: ....................... Address: ........................................................................................, Bank account: ............................................; IBAN:...................; SWIFT:..........................

7. DOCUMENTS

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Unless otherwise specified, the Seller shall provide the Buyer with the documents that correspond to Incoterms applicable in Clause 4, or in absence of any Incoterm, with the following documents:

[mark with X the appropriate documents]

COMMERCIAL INVOICE

PACKING LIST

TRANSPORT DOCUMENT ............ [insert transport document as appropriate: CMR (for land transport), B/L (sea transport), AWB (air transport), FBL (multimodal transport), etc.]

TRANSPORTATION INSURANCE CERTIFICATE

CERTIFICATE OF ORIGIN

CERTIFICATE OF ANALYSIS

CERTIFICATE OF QUALITY CONTROL

EXPORT LICENSE

IMPORT LICENSE

OTHERS (specify documents)...............................................................................................................................................................................................................................................................................................................................................................................................................

[See Explanatory Note about the use of Incoterms in international contracts]

8. INSPECTION OF THE GOODS BEFORE SHIPMENT

If the Parties have agreed that the Buyer is entitled to inspect the goods before shipment, the Seller will notify the Buyer within a reasonable time before the shipment that the goods are ready for inspection at the agreed place.

The place of inspection will be: ......................................................................................... [insert the physical place in where the inspection will take place: port, airport, customs, etc., as well as city and country in where this place is located. Usually, will be the delivery place mentioned in clause 4].

9. SAMPLES

Any samples which the Seller is required to produce shall be sent to the Buyer free of charge ......... [10, 20, 30, 60] calendar days before time of delivery. The buyer shall notify the Seller within ...... [5, 10, 15] calendar days of receipt of the sample whether or not it is acceptable. If any alterations are required to be made these shall be notified to the Seller.

10. PACKAGING

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Any packaging shall be supplied by the Seller free of charge and should adequately protect the Goods in transit for storage at the Buyer´s premises. On request, empty packaging shall be returned to the Seller at the Sellers´s expense but the Buyer accepts no liability for their return in safe condition.

11. TITLE AND RISK

Title to and risk of loss to the Goods from any casualty shall be the responsibility of the Seller until the Goods have been delivered to and accepted by the Buyer.

12. LATE DELIVERY OR NON-DELIVERY OF GOODS

If the goods are not delivered for any reason whatsoever (including force majeure) by ........................... [insert date according to clause 5], the Buyer will be entitled to cancel the Contract immediately by means of a simple notification to the Seller. This notification of delay must be made within 15 calendar days following the date agreed for delivery.

13. SUBCONTRACTING

The seller shall not be entitled to subcontract work under this Contract without the prior written consent of the Buyer. Where the Buyer agrees to subcontracting it shall be on the same Terms and Conditions set out in this Contract.

14. SEVERABILITY

If any part or parts of this Contract shall be held unenforceable for any reason, the remainder of this Contract shall continue in full force and effect. If any provision of this Contract is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

15. BINDING EFFECT

The covenants and conditions contained in the Contract shall apply to and bind the Parties and their heirs, legal representatives, successors and permitted assigns.

16. ENTIRE CONTRACT

This Contract constitutes the entire contract between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Contract. There are no other promises, conditions, understandings or other contracts, whether oral or written, relating to the subject matter of this Contract. This Contract may be modified in writing and must be signed by both Buyer and Seller.

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17. CUMULATIVE RIGHTS

Buyer’s and Seller’s rights under this Contract are accumulative, and shall not be construed as exclusive of each other unless otherwise required by law.

18. ADDITIONAL TERMS & CONDITIONS

[Specify "None" if there are no additional provisions] ...........................................................................................................................................................................................................................................................................................................................................................................................................................................................................

19. RESOLUTION OF DISPUTES AND GOVERNING LAW

19.1 The parties will endeavor to resolve any dispute by direct negotiation between them, acting in good faith, and each of them will give consideration to a proposal from the other that the dispute be referred to mediation.

19.2 If the dispute is not resolved by negotiation or mediation, it will be finally resolved by arbitration under the Indian Mediation and Conciliation Act or any statutory modification. The place for arbitration shall be India. There shall be one arbitrator and the arbitrator’s decision will be enforceable in any competent court.

19.3. The law governing the interpretation of this Contract shall be the Indian Contract Law and the other related commercial laws of India.

20. LANGUAGE

20.1 The whole text of the present Contract, as well as the documents derived from it, including those in the Annexes, have been written in English, and is therefore considered to be the only authentic text for all legal effects.

IN WITNESS WHEREOF the Parties hereto have set their respective hands to these presents and the duplicate hereof on the date hereinabove written.

SIGNED by a duly authorized representative of the Buyer and the Seller.

For and on behalf of the Buyer

________________________________ Mr./Ms. ................................................................................................ [position]

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In the presence of: ..............................

For and on behalf of the Seller

_________________________________Mr./Ms. .................................................................................................... [position]

In the presence of: ..................................

© Copyright Global Marketing Strategies (ISBN 978-84-92570-77-5)

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Incoterms rules (INternational COmmerce TERMS) are a total of eleven terms published by the International Chamber of Commerce (ICC) based in Paris, which define the conditions of supply of goods in international sales transactions. The first edition was published in 1936 and subsequently have been making continuous revisions and updates (usually every ten years) to the one currently in force which is the year 2010 (Incoterms 2010).

Incoterms are used quite often to agree terms of delivery in international sales, and in this sense, are commonly used in international contracts.

According to the latest version of Incoterms, which came into force in January 2011 and is likely to remain until 2020, Incoterms are classified in two groups:

Incoterms that can be used with any mode of transport: EXW, FCA, CPT, CIP, DAT, DAP y DDP.

Incoterms that can be used only with sea transport: FAS, FOB, CFR y CIF.

Nevertheless, it is important to mention that Incoterms 2010 rules advise that in the event that the goods are carried in containers and by ship, and the delivery place is a port, Incoterms "for any mode of transport" should be used, instead of "sea Incoterms"; i.e. sellers an buyers must use FCA, CPT or CIP instead of FOB, CFR o CIF.

Incoterms regulate some of the obligations of Seller and Buyer in international trade transactions, including:

Who pays international transportation. The place where the risks of loss or damage of goods are transfer: in origin (seller´s

country) or at destination (buyer´s country). Who performs the export and import customs procedures. What documents must provide the Seller to the Buyer based on the agreed Incoterm.

The table below is a summary of those obligations. Full information about the use of Incoterms can be obtained from the publication Practical Guide to Incoterms 2010 , available in e-book format.

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EXPLANATORY NOTE ABOUT THE USE OF INCOTERMSIN INTERNATIONAL CONTRACTS

Obligations of Sellers and Buyers for each Incoterm

IncotermPayment of

internationaltransportation

Transfer of risks

in transport

Exportcustoms

procedures

Importcustoms

procedures

EXW

FCA

CPT

CIP

DAT

DAP

DDP

For any mode of transport

Ex Works

Free Carrier

Carriage Paid To

Carriage and Insurance Paid To

Delivered At Terminal

Delivered At Place

Delivered Duty Paid

Buyer

Buyer

Seller

Seller

Seller

Seller

Seller

Origin

Origin

Origin

Origin

Destination

Destination

Destination

Buyer

Seller

Seller

Seller

Seller

Seller

Seller

Buyer

Buyer

Buyer

Buyer

Buyer

Buyer

Seller

FAS

FOB

CFR

CIF

For sea transport

Free Alongside Ship

Free On Board

Cost and Freight

Cost, Insurance and Freight

Buyer

Buyer

Seller

Seller

Origin

Origin

Origin

Origin

Seller

Seller

Seller

Seller

Buyer

Buyer

Buyer

Buyer

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Incoterms 2010 rules also defines which trade documents must provide the Seller to Buyer for each Incoterm. Between these documents must be distinguished commercial documents, transport and insurance documents, certificates, etc. The table below is a summary of the documents that the Seller is required to deliver the Buyer for each Incoterm.

Document Delivery obligation of the Seller to the Buyer for each Incoterm

COMMERCIAL INVOICE In all Incoterms.

PACKING LIST In all Incoterms.

TRANSPORT DOCUMENT (CMR, B/L, AWB, FBL, etc.) In Incoterms CPT, CIP, CFR, CIF, DAT, DAP and DDP.

TRANSPORT INSURANCECERTIFICATE Only for Incoterms CIP and CIF.

CERTIFICATE OF ORIGIN In all Incoterms, whenever requested by the Buyer or import customs.

CERTIFICATE OF ANALYSIS In all Incoterms, whenever requested by the Buyer or import customs.

CERTIFICATE OF QUALITY CONTROL In all Incoterms, whenever requested by the Buyer or export and import customs.

EXPORT LICENSE In all Incoterms, except EXW, whenever requested by export customs.

IMPORT LICENSE Only in Incoterm DDP, whenever requested by import customs.

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When foreign companies are required to enter into contracts in India, they often consider using the same models of international contracts than in Western countries, especially those which are governed by the Common Law system, given that, due to historical and political ties between India and United Kingdom - including membership in the Commonwealth - the Indian legal system is based on the Common Law System.

While it is true that India adopted its legal system from English law, and the basic principles of the Common Law as applied in the UK are largely prevalent in India, foreign companies need to make some adaptations to the Law and Indian business culture when negotiating and drafting contracts in the country to ensure adequate protection in case of breach of contract.

This guide contains an outline of the legal system in India as well as the model contracts used in India, and offers readers the key issues for negotiating and drawing up contracts in this country and remedies for breach of contracts.

THE LEGAL SYSTEM IN INDIA AND CONTRACT LAW

The Indian Judicial Structure provides for an integrated system of courts to administer both central and state laws. The legal system in India has a pyramidal structure with the Supreme Court being at the apex, with a High Court in each State or group of States and under the High Courts there being a hierarchy of subordinate courts. Article 141 of the Constitution of India provides that was is declared by the Supreme Court shall be binding on all courts within the territory of India. Apart from courts, tribunals are also invested with judicial or quasi-judicial powers by Special Statutes to decide controversies or disputes relating to specified areas.

In the event that a company is seeking to export and distribute goods to India, any contract for sale and export would be governed by The Sale of Goods Act, 1930 ("Goods Act") and the general principles of The Indian Contract Act, 1872 ("Contract Act"). These Acts are predominantly based on principles of English Law. Any export of goods to India is a contract of sale of goods whereby the seller transfers or agrees to transfer the ownership in the goods to the buyer for a price. Under the Goods Act, a distinction is made between 'Sale' and 'Agreement to Sell'. In a 'Sale', the property is transferred from the seller to the buyer forthwith. In an 'Agreement to Sell', the transfer is to take place at a future time or subject to certain conditions to be fulfilled. An 'Agreement to Sell' becomes a 'Sale' when the stipulated time elapses or the conditions subject to which the property is to be transferred are fulfilled.

THE MOST COMMONLY USED COMMERCIAL CONTRACTS

In commercial relations between foreign companies and Indian companies, it is usually foreign companies which take the initiative in drawing up contracts, which, however, should be adapted to Indian practice and laws. The Indian party will look at the draft contract brought by the foreign party and will renegotiate what it considers to be the most important clauses.

The contracts most commonly used by foreign companies which do business in India are:

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NEGOTIATING CONTRACTS IN INDIA

Sale Contract : for the export of goods engaged in by foreign companies with India, usually industrial supplies, machinery or consumer products. The model contract is written from the perspective of the foreign company that sells products in India.

Purchase Contract : for companies (especially SMEs) which purchase and import products from India. The contract is written from the perspective of the foreign company that buys products in India.

Distribution Contract : when the foreign company appoints an Indian company to distribute its products in all or part of the territory of India. The Indian distributor resells the products to manufacturing companies (if they are industrial supplies) or to retailers (if they are consumer products).

Agency Contract : the foreign company appoints a natural person or a legal entity to seek clients and carry out transactions, normally in a certain State of India or for the whole country. The agent receives its fees through commissions on the sales it achieves.

Joint Venture Agreement : for the establishment of a new company between two partners (a foreign company and an Indian company) who have agreed to share the profits and risks of a business carried on by both of them.

Confidentiality (or Non-Disclosure) Agreement : is used in preliminary negotiations before distribution, licensing, or joint venture agreements between foreign companies and Indian companies to safeguard the sensitive information (commercial or technical) which is supplied to the other party during negotiations.

KEY ISSUES IN CONTRACTS WITH INDIAN COMPANIES

Some of the key issues relating to Indian contracts are explained below. It should be borne in mind that several of the points that are made in this legal context also have relevance to the negotiation of commercial agreements generally. These notes relate to drafting and signing contracts under Indian law and commercial practices in the country.

Date

The date usually appears at the beginning of the document but it is normally the last item to be completed as it will usually be dated when it has been signed by all parties. Sometimes, however, work under an agreement will start before - or perhaps some time after - the date which appears in the agreement. This can be catered for in the language of the contract. For example, in our Agency Agreement (Doc IN101) there is a defined "Commencement Date" which specifies the date upon which performance of the Agreement commences.

Parties

Be sure to insert full and accurate details here. The details will vary depending on whether a party to the contract is a company, partnership, individual or some other entity, and whether the party is based in India or another country.

Foreign Exchange Regulations

Prior to entering into a contract, one or both of the parties may need to comply with exchange control regulations. Appropriate checks should be made of such compliance.

Withholding taxes

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Indian income tax laws allow tax to be withheld in respect of any sum paid to a foreign person. Provisions of the Double Taxation Avoidance treaty should be considered while negotiating the Agreement.

Automatic Early Termination

It is advisable that Automatic Early Termination be made applicable when there is an Indian counter-party. In other words, the contract should contain a clause allowing a party to terminate it in certain defined circumstances. However, care must be taken in drafting the events that constitute a bankruptcy event since it is quite common for a creditor (especially in India) to issue a bankruptcy notice and at times institute proceedings more as a pressure tactic on the debtor rather than in the hope of succeeding in the proceedings.

Bankruptcy

In India, as is the case in the UK, the term "bankruptcy" is used in cases of individuals only. Companies are either "wound-up" or "liquidated". In respect of claims against a company in liquidation, Indian Courts would treat the naked exposures of a foreign counter-party as an unsecured debt and accordingly subordinate any such claim to those of secured creditors and other statutory dues. It is therefore advisable to include safeguards to provide leading indicators, which would enable a foreign counter-party to terminate before a liquidation order is passed or a liquidator appointed.

Stamp duty

In order to be enforceable some documents have to be duly stamped. Accordingly, the foreign counter-party should ensure that it is appropriately stamped in accordance with Indian laws.

Number of signed contract copies

It is usual for each party to a contract to retain one original. Thus, where there are two parties, two original copies should be signed and one retained by each party.

A contract can only be effective if the necessary formalities to create a binding agreement between the parties have been observed. If in doubt, obtain legal advice from lawyers in the appropriate jurisdiction.

Witnesses to signatures

The underlying purpose of having a signature witnessed by a third party is for evidential reasons. The witness would be able to confirm that the signature on the agreement is indeed the signature of the party whose name appears.

In India a contract may be effective without any signatures being witnessed, although it is always advisable to have a contract attested by witnesses. In some countries, in order to be legally enforceable, the contract may have to be signed before a notary public. As different jurisdictions have different rules, always check the position before the end of the contract.

When a signature is witnessed, as well as signing, it is sensible for the witness to write their name in block capitals and insert their home address.

Language

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In India, international contracts are drawn up in English which is one of the two official languages of the country (the other is Hindi) and the language used in communications with governments of all states and the Courts. In business relations with foreign companies it is quite exceptional to use contracts in bilingual versions: French-English, Spanish-English, German-English, etc.

DISPUTE RESOLUTION AND ARBITRATION

Opting for litigation as the mode of dispute resolution, even if foreign law is chosen as the governing law, is not advisable. Orders passed in most jurisdictions (e.g. New York) are not recognized in India. Arbitration would be a preferred mode of dispute settlement especially since foreign arbitral awards are recognized and enforced in India.

The Dispute Resolution Mechanism under the Indian Judicial Mechanism consists of: Resolution of disputes through courts and statutory tribunals; resolutions of disputes through the mechanism of conciliation or arbitration as alternatives to Courts and Tribunals.

The framework of arbitration in India is based on maximum party autonomy with minimum judicial intervention. Arbitration is recognized in India as an expeditious and cost effective mechanism for dispute resolution. A large number of commercial contracts in India contain an arbitration clause as a part of the parties´ agreement to resolve their disputes though arbitration rather than to Courts.

Most of the arbitral services for settlement of commercial of commercial disputes of international nature are provided for the Federation of Indian Chambers of Commerce and Industry (FICCI) through the FACT (FICCI Arbitration and Conciliation Tribunal) with headquarters at New Delhi and Arbitration Courts in main cities across the country. If the parties decide to resolve their conflicts in a Court of Arbitration outside India, the London Court of International Arbitration or the Singapore International Arbitration Center are normally used.

From the key issues that have been mentioned above it is evident that as far as drawing up and signing international contracts in India is concerned, commercial practices are fairly similar to those in Western countries (mainly United Kingdom) and based on the basic principles of Common Law, although some significant differences appear; it should also be noted that when specific issues or questions between the parties arise legal advice should be sought.

LEGAL WARNINGDepending upon your particular situation this contract might not meet your needs and

requirements. In case of doubt, you should consult a legal advisor.

Global Marketing Strategies, S.L. as publisher and copyright holder of this contract disclaims all warranties, whether express or implied, respecting the legal content of this contract. For

any claims arising out or in connection with the use of this contract, Global Marketing Strategies shall be limited to a refund of the purchase price.

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