Wine Law

384 WINE LAW This does not mean that the model cannot also be used in situations other than those described above, but it will be appropriate to carefully assess the compatibility of individual agreements with the concrete needs of the contractors. The parties are invited to take into account any specifications to be included in the description of the products to be sold, such as the use for which the products are intended. 7.1. Content of the Contract As regards to the applicable law, in the absence of choice by the parties, the contract is governed by the Vienna Convention of 1980 18 and, to the extent not expressly provided for therein, by the International Agency Contract law of the country where the seller has its place of business. This choice is dictated by the belief that the Vienna Convention, as a uniform law specifically designed for international sales, is the most appropriate solution. Should the parties wish to submit the contract to any national law and exclude the application of the Vienna Convention, it is appropriate to check the compatibility of the model’s clauses with the provisions of the designated law. As mentioned, the contract of sale is divided into two parts. While Part I – special conditions – contains the parties’ data, specification of the object of the contract (the goods), price, time and place of delivery, payment conditions and date and signature of the parties, Part II – general conditions – contains a preamble, the characteristics of the products (modifications, time of delivery, delivery and shipments), complaints, prices, payment conditions, warranty for defects, retention of title, force majeure and jurisdiction/arbitration. Regarding the preamble, it must be specified that the general conditions apply together with the special conditions in Part I – in case of contradiction, the special ones will prevail. Concerning transport and delivery conditions, the parties are invited to carefully choose the commercial term among the most up-to-date Incoterms of the International Chamber of Commerce (ICC) – updated every ten years – and most appropriate to their needs. Moreover, for matters not covered by the Vienna Convention, by the law of one of the States, they will be decided by the parties (generally the seller). 18 United Nation Convention on Contracts for the International Sale of Goods (Vienna, 1980). The purpose of the Convention is to provide a modern, uniform and fair regime for contracts, for the international sale of goods.