Sales Agreement Pakistan

COMMERCIAL SALE OF GOODS AGREEMENT

DOCUMENT CONTROL DATA

• Document Identifier: SA-PK-2024-REV-1
• Effective Date: [Effective Date]
• Version: 1.0 (Institutional Standard)
• Governing Jurisdiction: Islamic Republic of Pakistan

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STATUTORY & LEGAL COMPLIANCE NOTICE

THIS AGREEMENT IS DRAFTED PURSUANT TO THE LAWS OF THE ISLAMIC REPUBLIC OF PAKISTAN, SPECIFICALLY THE CONTRACT ACT, 1872, AND THE SALE OF GOODS ACT, 1930. TO CONSTITUTE A VALID, ADMISSIBLE, AND LEGALLY ENFORCEABLE INSTRUMENT BEFORE THE COURTS OF PAKISTAN, THIS AGREEMENT MUST BE PRINTED ON NON-JUDICIAL STAMP PAPER OF THE PRESCRIBED VALUE PURSUANT TO THE STAMP ACT, 1899 (OR CORRESPONDING PROVINCIAL E-STAMPING LEGISLATION IN SINDH, PUNJAB, KHYBER PAKHTUNKHWA, OR BALOCHISTAN), EXECUTED BY DULY AUTHORIZED CORPORATE SIGNATORIES, AND ATTESTED BY TWO (2) MALE WITNESSES (OR ONE MALE AND TWO FEMALE WITNESSES) IN COMPLIANCE WITH ARTICLE 17 OF THE QANUN-E-SHAHADAT ORDER, 1984.

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PARTIES & RECITALS

This Commercial Sale of Goods Agreement (the "Agreement") is entered into on this [Effective Date] (the "Execution Date"), by and between:

1. [Seller Full Legal Name], a [corporation / private limited company / partnership] duly organized and existing under the laws of the Islamic Republic of Pakistan, having its National Tax Number (NTN) [Seller NTN], Sales Tax Registration Number (STRN) [Seller STRN], and its registered office situated at [Seller Principal Address] (hereinafter referred to as the "Seller", which expression shall, where the context so admits, include its successors-in-interest, legal representatives, and permitted assigns) of the FIRST PART;

AND

2. [Buyer Full Legal Name], a [corporation / private limited company / partnership] duly organized and existing under the laws of the Islamic Republic of Pakistan, having its National Tax Number (NTN) [Buyer NTN], Sales Tax Registration Number (STRN) [Buyer STRN], and its registered office situated at [Buyer Principal Address] (hereinafter referred to as the "Buyer", which expression shall, where the context so admits, include its successors-in-interest, legal representatives, and permitted assigns) of the SECOND PART.

The Seller and the Buyer may individually be referred to as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS: A. The Seller is engaged in the business of manufacturing, importing, distributing, and selling commercial-grade goods of the description and specifications set forth herein; B. The Buyer desires to purchase from the Seller, and the Seller desires to sell and deliver to the Buyer, the designated Goods subject to the terms, conditions, representations, and warranties set forth in this Agreement; and C. The Parties intend to formalize their binding obligations under the legal framework established by the Contract Act, 1872, and the Sale of Goods Act, 1930, ensuring mutual consideration, financial security, and strict regulatory adherence under Pakistani law.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and promises contained herein, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby mutually acknowledged, the Parties agree as follows:

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OPERATIVE CLAUSES

1. DEFINITIONS AND INTERPRETATION

1.1. Definitions. In this Agreement, unless the context otherwise requires, capitalized terms shall have the meanings ascribed to them below:

• "Acceptance" means the formal written confirmation issued by the Buyer acknowledging that the Goods delivered comply in all material respects with the Specifications.
• "Applicable Law" means any substantive or procedural statute, decree, rule, code, regulation, notification, circular, judicial precedent, or directive issued by the Federal Government, Provincial Governments, the State Bank of Pakistan (SBP), the Federal Board of Revenue (FBR), the Securities and Exchange Commission of Pakistan (SECP), or any other competent authority in the Islamic Republic of Pakistan.
• "Business Day" means any day other than a Sunday or a public holiday declared by the Federal Government of Pakistan on which commercial banks are open for general business in [City, Pakistan].
• "Contract Price" means the aggregate consideration payable by the Buyer to the Seller for the purchase of the Goods, excluding applicable Sales Tax unless specifically stated otherwise, amounting to [Amount in PKR or USD] as detailed in Section 3.
• "Delivery Point" means the Buyer’s designated facility located at [Designated Delivery Address, City, Pakistan] or such other address within Pakistan as mutually agreed in writing.
• "Goods" means the tangible products, equipment, materials, or items described in Schedule A attached hereto, which the Seller agrees to supply pursuant to this Agreement.
• "Incoterms" means the international rules for the interpretation of trade terms published by the International Chamber of Commerce (ICC), specifically Incoterms 2020.
• "Intellectual Property Rights" means all registered and unregistered patents, copyrights, trademarks, industrial designs, trade secrets, know-how, and proprietary technical data.
• "KIBOR" means the Karachi Interbank Offered Rate as published daily by the State Bank of Pakistan or the Financial Markets Association of Pakistan.
• "Specifications" means the technical, qualitative, structural, and quantitative standards for the Goods set forth in Schedule A, or in any confirmed Purchase Order.

1.2. Interpretation. The headings in this Agreement are for convenience only and shall not affect its interpretation. References to statutory provisions include those provisions as amended, extended, consolidated, or re-enacted from time to time. The words "include" and "including" shall be construed without limitation.

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2. SALE AND PURCHASE OF GOODS

2.1. Agreement to Sell and Purchase. Subject to the terms of this Agreement, the Seller agrees to sell, transfer, and convey to the Buyer, and the Buyer agrees to purchase, accept, and pay for, the Goods set forth in Schedule A in accordance with the specified quantities, prices, and delivery schedules.

2.2. Purchase Orders. The Buyer shall issue formal written Purchase Orders ("POs") to the Seller specifying: (i) the Goods required; (ii) the quantity; (iii) the target delivery date; and (iv) delivery instructions. The Seller shall confirm receipt and acceptance of each PO within three (3) Business Days of receipt. If the terms of any PO conflict with this Agreement, this Agreement shall prevail unless the PO explicitly states that an alteration is intended and is signed by authorized representatives of both Parties.

2.3. Variations. Any alteration, addition, or reduction in the scope, quantity, or technical composition of the Goods must be mutually agreed upon in writing via a formal change order signed by both Parties, specifying any adjustment to the Contract Price and delivery timelines.

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3. CONTRACT PRICE, TAXES, AND PAYMENT TERMS

3.1. Contract Price. The total consideration for the Goods is fixed at [Amount in PKR or USD] (the "Contract Price"). Unless expressly stated otherwise, the Contract Price is exclusive of Sales Tax levied under the Sales Tax Act, 1990, but inclusive of standard domestic packaging, handling, and loading costs at the Seller’s manufacturing or storage facility.

3.2. Statutory Taxation & Withholding.

• (a) The Buyer shall pay all applicable Sales Tax to the Seller against a valid Sales Tax Invoice issued by the Seller in strict compliance with Section 23 of the Sales Tax Act, 1990, provided that the Seller is an active taxpayer on the FBR Active Taxpayers List (ATL).
• (b) The Buyer, acting as a statutory withholding agent pursuant to the provisions of the Income Tax Ordinance, 2001 (specifically Section 153 and related schedules), shall deduct income tax at source from the gross payment at the legally applicable rate, unless the Seller furnishes a valid, certified exemption or reduced-rate certificate issued by the Commissioner Inland Revenue, FBR. The Buyer shall provide the Seller with a statutory certificate of tax deduction within fifteen (15) days of such deduction.
• (c) If the Seller defaults on its tax compliance, leading to the Buyer being denied input tax credits or subjected to recovery proceedings by the FBR, the Seller shall immediately indemnify and reimburse the Buyer for any such lost credits, penalties, and associated statutory surcharges.

3.3. Invoicing and Payment Schedule.

• (a) Advance Payment: The Buyer shall pay an advance of [Advance Percentage]% of the Contract Price, amounting to [Advance Amount], within ten (10) Business Days of the Effective Date, against receipt of an original commercial invoice and, if requested, a corresponding Bank Guarantee for advance payment issued by a scheduled bank in Pakistan.
• (b) Balance Payment: The remaining [Balance Percentage]% of the Contract Price, amounting to [Balance Amount], shall be paid by the Buyer within thirty (30) calendar days from the date of final Acceptance of the Goods at the Delivery Point, supported by: (i) the Seller’s verified commercial and Sales Tax invoices; (ii) duplicate copy of the Delivery Challan signed by the Buyer’s authorized representative; and (iii) the Buyer’s formal Acceptance Certificate.
• (c) Payments shall be made through crossed banking instruments (cheque or pay order) or via electronic Real-Time Gross Settlement (RTGS) directly into the Seller’s nominated bank account:
  • Account Title: [Seller Account Title]
  • Account Number: [Seller Account Number]
  • IBAN: [Seller IBAN]
  • Bank Name: [Bank Name]
  • Branch Code & Address: [Branch Code and Address]

3.4. Late Payment Penalties. Any undisputed amount properly invoiced and not paid by the Buyer on the due date shall accrue late payment interest at the rate of KIBOR (3-month offer rate) plus [Spread Percentage]% per annum, calculated on a daily basis from the due date until the date of actual payment in full. The Buyer shall not be penalized for withholding payments made in good faith where a material defect or shortage in the Goods has been formally notified to the Seller.

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4. DELIVERY, TITLE, AND RISK OF LOSS

4.1. Delivery Terms. The Goods shall be delivered by the Seller to the Delivery Point on or before [Delivery Date], pursuant to [Incoterms Rule, e.g., Delivered Duty Paid (DDP) / Ex Works (EXW)], Incoterms 2020. Time of delivery is of the essence of this Agreement.

4.2. Packaging and Shipping. The Seller shall pack, mark, and secure the Goods in accordance with sound commercial practice and any specific instructions in Schedule A, ensuring that the Goods are protected against damage, atmospheric deterioration, moisture, corrosion, and transit hazards. Each shipment must be accompanied by a comprehensive packing list, material safety data sheets (if applicable), and a Delivery Challan specifying PO number, contents, weights, and batch numbers.

4.3. Transfer of Risk. Risk of loss, destruction, or damage to the Goods shall remain with the Seller until physical delivery is effected at the Delivery Point and verified by the Buyer's receipt acknowledgement on the Delivery Challan. Where transit insurance is required under the agreed Incoterms, the Seller shall secure an institutional comprehensive marine/transit insurance policy covering all customary risks for 110% of the invoice value.

4.4. Transfer of Title. Pursuant to the Sale of Goods Act, 1930, legal and beneficial ownership and title to the Goods shall pass to the Buyer upon: (a) actual receipt and operational Acceptance of the Goods; and (b) payment in full of the Contract Price. The Seller warrants that upon passing of title, the Goods shall be free and clear of all liens, charges, encumbrances, pledges, hypothecations, or conflicting third-party rights.

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5. INSPECTION, ACCEPTANCE, AND REJECTION

5.1. Initial Inspection. The Buyer shall have an inspection period of ten (10) Business Days (the "Inspection Period") following physical delivery of the Goods at the Delivery Point to visually inspect, examine, verify, and test the Goods for compliance with the Specifications, shortages, defects, or transit damage.

5.2. Rejection Procedure. If the Goods (or any batch thereof) fail to conform in any material respect to the Specifications or warranties, the Buyer shall have the right to reject the non-conforming Goods by issuing a written Notice of Rejection to the Seller prior to the expiration of the Inspection Period, describing the non-conformity with reasonable particularity.

5.3. Cure and Remedies. Upon receipt of a Notice of Rejection, the Seller shall, at its sole cost and expense, elect one of the following remedies within seven (7) Business Days:

• (a) Promptly repair, rectify, or replace the non-conforming Goods with fully compliant Goods at the Delivery Point; or
• (b) Refund to the Buyer all payments made in relation to the rejected Goods. The Seller shall bear all freight, handling, storage, and customs costs associated with the removal and redelivery of non-conforming Goods. If the Seller fails to rectify or replace the Goods within the allocated period, the Buyer may source substitute goods from an alternative supplier at the Seller’s risk, and the Seller shall reimburse the Buyer for any commercially reasonable excess costs incurred.

5.4. Deemed Acceptance. If the Buyer fails to issue a Notice of Rejection or an Acceptance Certificate within the Inspection Period, the Goods shall be deemed accepted, provided that such deemed acceptance shall not prejudice the Buyer’s rights regarding latent defects under the statutory warranty provisions of the Sale of Goods Act, 1930.

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6. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

6.1. Ownership of Existing IP. Each Party retains exclusive ownership of all Intellectual Property Rights owned, developed, or acquired prior to the Execution Date or independent of this Agreement. Nothing contained herein shall be construed as transferring or licensing any such pre-existing intellectual property, save as strictly necessary for the Buyer to use, market, or resell the Goods.

6.2. Work Made for Hire & Custom Deliverables. To the extent that the Seller manufactures, develops, or designs customized Goods, tooling, patterns, or technical documentation specifically commissioned and paid for by the Buyer under this Agreement, all such deliverables, designs, schematics, and associated Intellectual Property Rights shall vest solely, exclusively, and automatically in the Buyer upon creation as a "work made for hire". The Seller hereby executes all such transfers and assignments as necessary to vest full title in the Buyer.

6.3. IP Indemnification. The Seller covenants, represents, and warrants that the Goods, their manufacture, sale, and use do not infringe, misappropriate, or violate any patent, copyright, trademark, trade secret, or other intellectual property right of any third party in Pakistan or internationally. The Seller shall defend, indemnify, and hold harmless the Buyer against any claims, actions, suits, demands, losses, damages, or costs (including reasonable legal fees) arising out of any third-party IP infringement claim.

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7. MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE

7.1. Definition of Confidential Information. "Confidential Information" means all non-public, sensitive, commercial, financial, technical, or operational information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, electronically, or by inspection, including the financial terms of this Agreement, technical specifications, customer lists, pricing strategies, and know-how.

7.2. Standard of Care and Permitted Use. The Receiving Party shall: (a) protect the Disclosing Party’s Confidential Information with the same degree of care it uses to protect its own confidential data, but in no event less than a reasonable standard of institutional care; (b) use such information solely to perform its obligations or exercise its rights under this Agreement; and (c) restrict access to Confidential Information to those of its directors, officers, employees, legal counsel, and financial advisors who have a need-to-know and are bound by confidentiality covenants no less stringent than those herein.

7.3. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was already known to the Receiving Party prior to disclosure, without confidentiality restrictions; (c) is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party’s information; or (d) is legally compelled to be disclosed under an order of a court of competent jurisdiction or regulatory authority in Pakistan, provided that the Receiving Party gives prompt written notice to the Disclosing Party where legally permissible.

7.4. Survival. The confidentiality obligations contained in this Section 7 shall survive for a period of three (3) years following the termination or expiration of this Agreement.

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8. REPRESENTATIONS, WARRANTIES, AND COVENANTS

8.1. Mutual Representations. Each Party represents, warrants, and covenants to the other that:

• (a) It is a legal entity duly incorporated, validly existing, and in good standing under the laws of the Islamic Republic of Pakistan;
• (b) It possesses full corporate power, capacity, and authority to enter into, execute, deliver, and perform its obligations under this Agreement;
• (c) The execution and performance of this Agreement has been duly authorized by all necessary corporate and board approvals; and
• (d) This Agreement constitutes a legal, valid, and binding obligation, enforceable against it in accordance with its terms.

8.2. Seller’s Operational Warranties. The Seller expressly warrants that:

• (a) The Goods supplied shall conform strictly to the Specifications, drawings, samples, and descriptions set forth in Schedule A;
• (b) The Goods are new, unused, merchantable, free from design, manufacturing, material, and workmanship defects, and fit for the particular purpose intended and communicated by the Buyer;
• (c) The Goods comply fully with all applicable industrial, safety, quality, and environmental standards prescribed by the Pakistan Standards and Quality Control Authority (PSQCA) and other relevant regulatory bodies;
• (d) The Goods are conveyed with good, clean, unencumbered, and marketable title, free from any third-party liens, charges, claims, or attachments; and
• (e) The warranty period for the Goods shall be [Warranty Period, e.g., twelve (12) months] from the date of final Acceptance or [Alternative Period, e.g., eighteen (18) months] from the date of delivery, whichever expires first (the "Warranty Period").

8.3. Warranty Claims. During the Warranty Period, if any latent or patent defect appears in the Goods, the Seller shall, at its sole cost, repair, recondition, or replace the defective Goods within fourteen (14) calendar days of written notification from the Buyer.

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9. INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1. Indemnification by Seller. The Seller agrees to defend, indemnify, and hold harmless the Buyer, its affiliates, directors, officers, employees, agents, and successors from and against any and all liabilities, losses, damages, claims, proceedings, judgments, settlements, fines, penalties, costs, and expenses (including reasonable advocate fees) arising out of or resulting from:

• (a) Any breach of the Seller’s representations, warranties, or covenants contained in this Agreement;
• (b) Any death, personal injury, or property damage caused by defective design, manufacturing, or handling of the Goods;
• (c) Any gross negligence, willful misconduct, fraud, or violation of Applicable Law by the Seller or its subcontractors; or
• (d) Any non-compliance with the Sales Tax Act, 1990, Income Tax Ordinance, 2001, or provincial revenue statutes resulting in tax recovery actions against the Buyer.

9.2. Indemnification by Buyer. The Buyer agrees to defend, indemnify, and hold harmless the Seller, its directors, and officers from and against any losses, damages, and costs arising out of:

• (a) Gross negligence or willful misconduct of the Buyer in using the Goods; or
• (b) Unlawful modifications executed on the Goods by the Buyer without the Seller's consent.

9.3. Consequential Damages Exclusion. Except with respect to breaches of confidentiality under Section 7, gross negligence, intentional fraud, or the intellectual property indemnification obligations under Section 6.3, neither Party shall be liable to the other for any indirect, incidental, punitive, special, or consequential damages, including loss of profits, loss of revenue, loss of goodwill, or business interruption, whether sounding in contract, tort (including negligence), or statutory duty.

9.4. Aggregate Liability Cap. To the maximum extent permitted by the Contract Act, 1872, the total aggregate liability of either Party under this Agreement, arising from any cause whatsoever, shall be strictly capped at one hundred percent (100%) of the total Contract Price paid or payable under this Agreement.

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10. TERM AND TERMINATION

10.1. Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until the completion of all delivery, acceptance, payment, and warranty obligations, unless terminated earlier in accordance with this Section 10.

10.2. Termination for Cause. Either Party may terminate this Agreement immediately by delivering written notice of termination to the other Party upon the occurrence of any of the following events:

• (a) Material Breach: The other Party commits a material breach of any term of this Agreement and fails to cure such breach within thirty (30) calendar days following receipt of formal written notice identifying the breach;
• (b) Insolvency: The other Party becomes insolvent, enters into liquidation, makes an assignment for the benefit of creditors, files a petition under the Corporate Restructuring Companies Act, 2016, or has a provisional manager, administrator, or receiver appointed over its assets;
• (c) Regulatory Revocation: The other Party forfeits, has revoked, or fails to maintain any mandatory business license, NTN, STRN, or regulatory registration required to perform its obligations under Applicable Law.

10.3. Termination for Convenience. The Buyer may terminate this Agreement, in whole or in part, without cause, upon giving thirty (30) calendar days' prior written notice to the Seller. In such event, the Buyer shall pay the Seller for all conforming Goods satisfactorily delivered and accepted up to the effective date of termination, along with reasonable, verifiable, and unavoidable work-in-progress costs incurred by the Seller directly associated with the uncompleted portion of the order, provided that such payment shall not exceed the total Contract Price.

10.4. Consequences of Termination. Upon expiration or termination of this Agreement:

• (a) Each Party shall immediately return or securely destroy all Confidential Information and proprietary documentation of the other Party;
• (b) All accrued rights, payment claims, remedies, and liabilities of the Parties prior to the effective date of termination shall remain unaffected; and
• (c) Provisions of this Agreement that by their nature are intended to survive termination (including Sections 1, 6, 7, 8, 9, 11, 12, and 13) shall remain in full force and effect.

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11. FORCE MAJEURE

11.1. Definition of Force Majeure. "Force Majeure Event" means any event, condition, or circumstance beyond the reasonable control of the affected Party, which could not have been prevented or mitigated through the exercise of due diligence and reasonable foresight. Force Majeure Events include: natural disasters, earthquakes, floods, tropical cyclones, fires; acts of war, armed conflict, invasion, terrorism, riots, insurrection; nationwide strikes, lockouts, blockades (dharnas); or catastrophic national emergency, sovereign embargoes, or sudden regulatory prohibitions on import or trade imposed by the Federal Government of Pakistan or the State Bank of Pakistan. Mere price fluctuations, market shifts, labor shortages, insolvency, or commercial hardships shall not constitute Force Majeure.

11.2. Notice and Suspension. If a Party is prevented or delayed in performing its obligations under this Agreement due to a Force Majeure Event, it shall give prompt written notice to the other Party within five (5) Business Days of the occurrence, detailing the nature, expected duration, and impact of the event. The affected Party’s performance shall be suspended for the duration of the delay caused by the Force Majeure Event, and the performance schedule shall be extended by an equivalent period.

11.3. Right to Terminate. If a Force Majeure Event continues unabated for a continuous period exceeding sixty (60) calendar days, either Party may terminate this Agreement without liability (save for accrued obligations) upon delivering fourteen (14) days' written notice to the other Party.

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12. DISPUTE RESOLUTION AND ARBITRATION

12.1. Amicable Negotiation. In the event of any dispute, controversy, claim, or difference arising out of, relating to, or in connection with this Agreement, including any question regarding its existence, validity, breach, or termination (a "Dispute"), the Parties shall first endeavor to resolve such Dispute amicably through good-faith executive negotiations. The authorized Chief Executive Officers (or their designated senior directors) of both Parties shall convene within fifteen (15) calendar days of a written Notice of Dispute.

12.2. Binding Arbitration. If the Dispute is not settled amicably within thirty (30) calendar days from the date of the Notice of Dispute, the Dispute shall be referred to and finally resolved by binding arbitration in accordance with the provisions of the Arbitration Act, 1940 (Act X of 1940) of Pakistan, subject to the following rules:

• (a) Tribunal Composition: The arbitral tribunal shall consist of a sole arbitrator if the Parties mutually agree upon one within fifteen (15) days of invocation of arbitration. Failing such agreement, the arbitral tribunal shall consist of three (3) arbitrators: one arbitrator appointed by each Party, and the third arbitrator (who shall act as Umpire/Presiding Arbitrator) appointed by the two Party-appointed arbitrators.
• (b) Seat and Venue: The legal seat and geographic venue of arbitration shall be [Karachi / Lahore / Islamabad], Pakistan.
• (c) Language: The language of the arbitration proceedings, pleadings, evidence, and final award shall be English.
• (d) Finality and Enforcement: The award of the arbitrator(s) shall be final, unappealable, and binding upon both Parties. Judgment upon the award may be entered and enforced by any court of competent jurisdiction under the Arbitration Act, 1940.
• (e) Costs: The costs of the arbitration, including administrative fees and the fees of the arbitrators, shall be borne as directed by the arbitral tribunal in the final award.

12.3. Interim Injunctive Relief. Nothing in this Section 12 shall prevent either Party from seeking emergent protective, conservatory, or interim injunctive relief from a competent civil court in Pakistan to prevent irreparable harm, trademark dilution, breach of confidentiality, or unauthorized dissipation of assets, pending the formal constitution of the arbitral tribunal.

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13. GOVERNING LAW AND JURISDICTION

13.1. Governing Law. This Agreement, its interpretation, validity, performance, construction, and all non-contractual claims arising out of it, shall be governed by, construed, and enforced in accordance with the substantive laws of the Islamic Republic of Pakistan.

13.2. Exclusive Court Jurisdiction. Subject to the mandatory arbitration provisions in Section 12, the Civil Courts and High Court located in [Karachi / Lahore / Islamabad], Pakistan, shall have exclusive territorial and subject-matter jurisdiction over any judicial proceedings, applications for interim orders, or enforcement proceedings relating to an arbitral award arising under this Agreement.

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14. MISCELLANEOUS PROVISIONS

14.1. Entire Agreement. This Agreement, together with Schedule A and any executed Purchase Orders, constitutes the entire and sole agreement between the Parties with respect to the subject matter hereof, and supersedes all prior agreements, representations, understandings, negotiations, and discussions, whether written or oral.

14.2. Amendments. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be valid or binding unless explicitly agreed to in writing and duly signed by the authorized corporate signatories of both Parties.

14.3. Severability. If any provision of this Agreement is adjudicated to be illegal, invalid, or unenforceable under any present or future law by a court of competent jurisdiction: (a) such invalidity shall not affect or impair the legality or enforceability of the remaining provisions; and (b) the Parties shall negotiate in good faith to modify the invalid provision with an enforceable provision that achieves, to the greatest extent possible, the original commercial intent.

14.4. Waiver. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of that or any other right, power, or remedy.

14.5. Notices. All formal notices, demands, certificates, and communications required or permitted under this Agreement shall be in writing and delivered personally, sent by registered airmail or nationwide courier service (with tracking), or sent via verifiable electronic mail to the designated addresses:

• For the Seller:
  • Attention: [Seller Designated Representative]
  • Address: [Seller Notice Address]
  • Email: [Seller Email Address]
• For the Buyer:
  • Attention: [Buyer Designated Representative]
  • Address: [Buyer Notice Address]
  • Email: [Buyer Email Address]

Notices shall be deemed received: (a) on the date of personal delivery; (b) on the third (3rd) Business Day following deposit with a recognized courier; or (c) on the date of transmission if sent by email during normal business hours (supported by delivery confirmation).

14.6. Assignment and Subcontracting. Neither Party shall assign, delegate, pledge, or transfer any of its rights, liabilities, or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party. The Seller shall not subcontract the manufacturing or supply of the Goods without the prior written approval of the Buyer.

14.7. Relationship of the Parties. The relationship of the Parties is strictly that of independent commercial contractors dealing on an arm's-length basis. Nothing in this Agreement shall be construed as creating an agency, partnership, joint venture, fiduciary, or employer-employee relationship between the Parties.

14.8. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, and all of which together shall constitute one and the same instrument. Execution via secure digital signature platforms compliant with the Electronic Transactions Ordinance, 2002 (such as DocuSign or Adobe Sign) or delivery of scanned PDF signatures shall be deemed legally binding.

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EXECUTION AND FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the Parties hereto have caused this Commercial Sale of Goods Agreement to be executed by their respective duly authorized corporate representatives as of the Effective Date written above.

FOR [PARTY A / COMPANY NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [PARTY B / CLIENT / COUNTERPARTY]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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STATUTORY ATTESTATION BY WITNESSES

(Pursuant to Article 17 of the Qanun-e-Shahadat Order, 1984, mandatory for contractual enforceability before Pakistani Courts)

WITNESS 1:

• Signature: _____________________________________
• Full Name: [Witness 1 Legal Name]
• CNIC Number: [Witness 1 CNIC Number]
• Address: [Witness 1 Residential Address]
• Date: [Date]

WITNESS 2:

• Signature: _____________________________________
• Full Name: [Witness 2 Legal Name]
• CNIC Number: [Witness 2 CNIC Number]
• Address: [Witness 2 Residential Address]
• Date: [Date]

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SCHEDULE A

SPECIFICATIONS, PRICING, AND DELIVERY SCHEDULE

1. Description of Goods: [Detailed technical specifications, make, model, brand, catalog references, and material grade]
2. Quantity Ordered: [Unit of measure and exact numerical quantity, e.g., 500 Metric Tons / 1,000 Units]
3. Unit Price: [Unit Price in PKR / USD exclusive of Sales Tax]
4. Applicable Sales Tax Rate: [e.g., 18% standard FBR Sales Tax or specific reduced rate]
5. Total Value: [Contract Price breakdown: Subtotal, Sales Tax, and Total Gross Payable]
6. Delivery Location: [Specific physical warehouse or site address at Delivery Point]
7. Delivery Lead Time: [Strict target completion date or phased schedule]
8. Inspection Agency / Protocol: [Internal testing or Independent Third-Party Inspector, e.g., SGS / Bureau Veritas]

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STEP-BY-STEP EXECUTION & FILING GUIDE

Follow these legal operational steps to finalize, execute, and preserve the enforceability of this Agreement within Pakistan:

Step 1: Document Customization and Verification

• Replace all bracketed text (e.g., [Seller Full Legal Name], [Contract Price], [City, Pakistan]) in Microsoft Word or Google Docs. Ensure specific details such as corporate titles, NTNs, and STRNs match official regulatory filings on the SECP and FBR portals.
• Review Schedule A to ensure that product specifications, warranty timelines, and delivery terms are clear and unambiguous.

Step 2: Corporate Authority Verification

• Prior to signature, each Party must verify corporate authorization:
  • For private or public limited companies: Ensure that the execution of this Agreement is authorized by a Board Resolution or an express Power of Attorney executed by the Board of Directors under the company’s Articles of Association.
  • For partnership firms: Ensure execution is performed by the managing partner or authorized partner under a certified Form C issued by the Registrar of Firms.

Step 3: Stamp Duty Assessment & Affixation (Crucial for Admissibility)

• Evidentiary Bar: Under Section 35 of the Stamp Act, 1899, instruments executed in Pakistan that are not properly stamped are inadmissible in evidence before Pakistani courts.
• Punjab & Sindh Execution: Generate and print an official e-Stamp Paper via the relevant provincial e-Stamping portal (e.g., es.punjab.gov.pk or the Sindh Board of Revenue e-Stamping portal). The classification is typically "Agreement / Memorandum of an Agreement" (Article 5 of Schedule I to the Stamp Act).
• Other Jurisdictions (KPK, Balochistan, Islamabad): Purchase non-judicial judicial stamp paper of the prescribed value from an authorized licensed stamp vendor.
• Printing: Print the cover page and recitals directly on the purchased Stamp Paper, or annex the executed Agreement securely to the Stamp Paper with formal notary attestation.

Step 4: Digital or Wet-Ink Execution

• Physical Wet-Ink Execution: The primary authorized signatories must sign all pages, apply their corporate stamps/seals, and append their signatures on the dedicated signature blocks.
• Witness Requirements: Ensure two adult male witnesses (or one male and two female witnesses) sign the attestation page, providing their full legal names and 13-digit Computerized National Identity Card (CNIC) numbers.
• Electronic Execution: If executing electronically via platforms like DocuSign or Adobe Sign, ensure compliance with the Electronic Transactions Ordinance, 2002 (ETO 2002). While Section 3 of ETO 2002 recognizes digital signatures, evidentiary admissibility is strengthened if wet-ink physical execution on Stamp Paper is completed for commercial sale contracts above PKR 5,000,000.

Step 5: Taxation and FBR Invoicing Setup

• Seller must ensure its Sales Tax Registration is in "Active" status on the FBR portal to enable the Buyer to claim input tax adjustments.
• The Buyer’s accounts department must configure statutory withholding under Section 153 of the Income Tax Ordinance, 2001, prior to processing payments.

Step 6: Document Retention and Archival

• Retain one (1) original stamped, fully executed counterpart at the principal corporate office of each Party.
• Store an indexed, scanned, high-resolution color PDF of the complete executed Agreement, including the CNIC copies of the signatories and witnesses, on a secure corporate contract management repository for a minimum statutory period of six (6) years (to satisfy the corporate record retention requirements under Section 222 of the Companies Act, 2017).