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Supply Agreement Question - Please Help

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J

jschroeder

Guest
Hoping someone out there can help me with the following question:

My business imports decorative mirrors from Taiwan for sale in the U.S. I am currently in the process of hiring a new mirror Supplier in Taiwan. Before finalizing the new business relationship, we faxed a tentative draft of a Supply Agreement to the Supplier,in order for them to review and approve. I have one question about the "Governing Law" paragraph.

On the advice of our former attorney, we drafted the paragragph as follows:

"Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin and the United States without regard to conflicts of laws principles or to the United Nations Convention on the International Sale of Goods."

The Supplier wishes to change this paragraph to read differently, as below:

"Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, the United States, Taiwan, and the lasws and principles of the United Nations Convention on the International Sale of Goods.

Since I am not familar with the laws of Taiwan or the U.N. Convention on the International Sale of Goods, I am requesting help. If someone could briefly explain and then advise, it would be greatly appreciated.

Thank you.
John Schroeder
 


E

eadelman

Guest
Conflict of laws

The clause "This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, the United States, Taiwan, and the laws and principles of the United Nations Convention on the International Sale of Goods," is ambiguous because the laws it specifies could conflict. It does not explain what to do in that case. As such, it could be disregarded in litigation, or possibly the court could apply the laws and principles of the United Nations Convention on the International Sale of Goods, since the convention was mentioned in the clause and the convention deals with international sales.

Because of the ambiguity, I would advise you to insist on your original terms or hire an International and Foreign Trade law attorney to represent you on this.

 

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