Contract Drafting Assignment
Annex IV
Contract Drafting Assignment
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Appendix 1
CONTRACT DRAFTING ASSIGNMENT ASSESSMENT TEMPLATE
[Please think twice before using the ready templates found online!]
NAME OF THE STUDENT/ STUDENTS:
GENERAL COMMENT:
TOTAL (%):
|
Criterion |
Value |
Awarded |
Comments |
|
SUBMISSION OF THE CONTRACT OF SALE |
3 | ||
|
PRESENCE OF ALL NECESSARY CLAUSES (AS PER THE REQUIREMENTS OF THE ASSIGNMENT): |
14.5 | ||
|
Subject Matter |
1 | ||
|
Identification of the parties/ Representatives |
1 | ||
|
Price (itemized, if possible) |
1 | ||
|
Currency |
1 | ||
|
Currency, as required in the assignment |
0.5 | ||
|
Depreciation Protection |
0.5 | ||
|
Way of payment |
1.5 | ||
|
Payment by L/C |
0.5 | ||
|
Banks concerned |
0.25 | ||
|
Documents to be provided |
0.25 | ||
|
UCP 600 |
0.25 | ||
|
Allocation of banking fees |
0.25 | ||
|
Way of performance |
2 | ||
|
Usage of INCOTERMS |
0.75 | ||
|
Correctness of INCOTERMS usage |
0.25 |
|
IP-protection related provisions |
0.5 | ||
|
Modification and Termination – Related Provisions |
0.25 | ||
|
Notifications |
0.25 | ||
|
Severability Provision |
0.25 | ||
|
ADDITIONAL CLAUSES [BONUS] (up to) |
+ 2 |
+ | |
|
Recitals |
+0.2 5 | ||
|
Abbreviations, etc. |
+0.2 5 | ||
|
Allocation of taxes |
+0.2 5 | ||
|
Confidentiality Clause |
+0.2 5 | ||
|
Language clause (if needed) |
+0.2 5 | ||
|
Incorporation clause (if needed) |
+0.2 5 | ||
|
Other (up to) |
+0.5 | ||
|
INTEGRITY/ REASONABLENESS OF THE CONTRACT |
4.5 | ||
|
TOTAL: |
22 |
+ |
Annex 2
CONTRACT DRAFTING ASSIGNMENT DETAILS, 2018
Individually or in groups of 2 students, please draft a contract for the sale of 3 touchless suntan spray dispensers (for some ideas as to how these appliances could look like, please see http://www.snappyscreen.com) from the Snappyscreen Inc. (NY, USA) to High Segment Resort, LL.C (Geneva, Switzerland) with the goods to be delivered from the warehouse located in Ghana (where they are also produced) to Switzerland (no representative of Snappyscreen in Switzerland available).
The dispensers are expected to be installed and functioning by the beginning of the summer season on occasion of opening of the new lakeside terrace of the Resort on 1 May 2019 (which will be actively advertised from January 15, 2019).
Please note that High Segment Resort is interested in a somewhat customized version of the dispensers which are able to: dispense suntan spray with SPF 50+ and specially adopted kids’ green suntan spray with SPF 50+; function with 4 different height categories: kids/ up to 125 cm; adults/ up to 150 cm; adults/ up to 170 cm and adults/ taller than 170 cm. Also, the Resort prefers using exclusively sprays produced in Switzerland.
The contract is supposed to ensure the smooth and unproblematic progress of your transaction, containing all clauses/ provisions you consider relevant and taking the below conditions into consideration:
The contract is supposed to use INCOTERMS 2010 “C” or “F” – type term for the delivery (you have to choose one and correctly mention it in your contract). Please note that or your purposes, the goods are to be transported by water.
The payment is to be made by the letter of credit (and your contract has to mention the documents to be presented to the bank). UCP600 has to apply. The currency of payment is Ghanian Cedi (you determine the exact price).
The contract has to include change of circumstances clauses, at minimum covering natural disasters and substantial fluctuations of currencies and adjusted to the realities of your transaction (for instance, for Ghana, see hazard risks here: https://www.gfdrr.org/ghana).
The warranty of functioning of the equipment (for at least 2 years subsequently to the delivery) has to be ensured (with the details of the procedure prescribed).
Please make sure that the CISG applies to your contract. Please choose the law governing the other issues (not preempted by the CISG).
Your contract has to include a liquidated damages clause as well as provide for specific performance.
A party eventually suffering from a breach must be entitled to the lost profit.
There should be an exculpatory clause. In particular, the Resort is concerned with possible allergic reactions and cases of misapplication of the sprays, damaging sensitive areas on guests’ bodies.
The inspection before the goods before departure should be conducted by the independent inspection company “Greatest Goods Inspectors LL.C”.
The contract shall clearly impose an obligation to mitigate damages on a nonbreaching party.
Please include a dispute resolution provision, amounting to an escalation clause and providing for the jurisdiction of the Swiss courts (Canton of Geneva) in case of any dispute, should negotiations and/ or other forms of ADR fail.
Please be informed that patent litigation is pending between the Snappyscreen Inc. and Sunscreen Mist Holdings LL.C, producer of a similar product, holding a patent (http://litigationtools.maxval-ip.com/UnifiedPatentViewDocument/home/index? caseid=122458). You need to ensure that the High Segment Resort is duly protected whatever the outcome of this litigation is (e.g. would not suffer any losses should the court find that Snappyscreen Inc. is infringing on a valid patent of Sunscreen Mist Holding, LL.C).
