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Escrow Agreement For Sale Of Goods
"I need an Escrow Agreement for Sale of Goods under Indian law for an international transaction where my company is importing industrial machinery worth USD 2.5 million from a German manufacturer, with delivery scheduled for March 2025 and payment to be held by an Indian bank as escrow agent."
1. Parties: Identifies and provides details of the Seller, Buyer, and Escrow Agent
2. Background: Sets out the context of the transaction and purpose of the escrow arrangement
3. Definitions: Defines key terms used throughout the agreement
4. Appointment of Escrow Agent: Formal appointment and acceptance of the escrow agent's role
5. Description of Goods: Detailed description of the goods subject to the sale
6. Escrow Amount: Specifies the purchase price and any additional amounts to be held in escrow
7. Deposit of Funds: Terms and timing for the buyer's deposit of funds into escrow
8. Delivery of Goods: Requirements and procedures for delivery of goods by the seller
9. Release Conditions: Conditions that must be met for release of funds to seller and goods to buyer
10. Escrow Agent's Duties: Detailed responsibilities and obligations of the escrow agent
11. Fees and Expenses: Escrow agent's fees and allocation of costs
12. Representations and Warranties: Standard representations and warranties from all parties
13. Indemnification: Provisions for indemnifying the escrow agent and other parties
14. Termination: Circumstances and procedures for terminating the agreement
15. Governing Law and Jurisdiction: Specifies applicable law and jurisdiction for disputes
16. Notices: Procedures for giving formal notices under the agreement
17. General Provisions: Standard boilerplate clauses including amendments, assignment, severability
1. Inspection Rights: Procedures for buyer's inspection of goods, used when goods require quality verification before acceptance
2. Insurance: Requirements for insurance coverage of goods during transit and storage, important for high-value items
3. Multiple Deliveries: Procedures for handling multiple shipments or staged deliveries of goods
4. Foreign Exchange Provisions: Required for international transactions involving currency conversion
5. Customs and Export Controls: Necessary for international shipments requiring customs clearance
6. Force Majeure: Provisions for handling unforeseen circumstances, particularly relevant for long-term or complex deliveries
7. Confidentiality: Required when transaction involves sensitive commercial information
8. Dispute Resolution: Detailed procedures for resolving disputes, including mediation or arbitration provisions
1. Schedule 1 - Goods Specification: Detailed technical specifications and descriptions of the goods
2. Schedule 2 - Pricing and Payment Terms: Detailed breakdown of purchase price, payment schedules, and escrow fees
3. Schedule 3 - Delivery Schedule: Specific timing and logistics for delivery of goods
4. Schedule 4 - Inspection Criteria: Detailed quality standards and inspection procedures
5. Schedule 5 - Required Documents: List of documents required for release of funds (e.g., bills of lading, inspection certificates)
6. Schedule 6 - Escrow Account Details: Banking and account information for the escrow arrangement
7. Appendix A - Form of Release Notice: Standard form for authorizing release of funds or goods
8. Appendix B - Contact Details: Complete contact information for all parties and authorized representatives
Authors
Manufacturing
International Trade
Retail
Wholesale
Technology Hardware
Industrial Equipment
Automotive
Consumer Goods
Pharmaceuticals
Agricultural Products
Textiles
Electronics
Heavy Machinery
Commodities Trading
Luxury Goods
Legal
Finance
Procurement
Sales
Commercial
Compliance
Treasury
Supply Chain
Operations
Risk Management
Trade Finance
Business Development
Commercial Director
Procurement Manager
Sales Manager
Legal Counsel
Contract Manager
Chief Financial Officer
Treasury Manager
Trade Finance Manager
Compliance Officer
Supply Chain Manager
Import/Export Manager
Business Development Manager
Risk Manager
Company Secretary
Operations Manager
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