9.1  Except as otherwise provided in These Regulations, a contract for the sale of goods for a price exceeding No. 100/-, or the equivalent in merchandise  or services, is not enforceable unless there is some writing indicating that a contract for sale was made between the parties. 

9.2  The writing referred to in subsection 1 above must be in compliance with the Rules on Use of Judicial Stamps in Bhutan, as amended, attested to by disinterested witness (s), and must be signed by the party against whom enforcement is sought  or by that party’s authorized agent or broker.  A writing may be sufficient, even though it omits or incorrectly states a term agreed upon, but the contract  is not enforceable under this paragraph beyond the quantity of goods shown in such writing. Where one or more party- signatories to the writing are resident outside of Bhutan, the writing may be sufficient, even though it was not attested to by disinterested witnesses. 

Final Written Expression: Parol or Extrinsic Evidence 

10.  The terms of the writing intended by the parties to be a final expression of their agreement may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement. Such a writing, however, may be explained or supplemented: 

a.  by course of performance, course of dealing, or usage of trade; and 

b.  by evidence of consistent additional terms unless the writing was intended to be a complete and exclusive statement of the terms of the agreement . 

Formation in General 

11.1  Notwithstanding Section 9, above, a contract for the sale of goods for the price up to No. 100/- or the equivalent in merchandise or services, may be made in any manner sufficient to show agreement, including conduct by both parties which tends to show their recognition of the existence of such a contract. 

11.2  Even though one or more terms are left open, a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy. 

Offer and Acceptance in Formation of Contract 

12.1  Unless otherwise unambiguously indicated by language of circumstances- 

a.  an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances; 

b.  and order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a promise to ship or by the prompt shipment of conforming goods. 

12.2  Where promptly beginning performance is a reasonable mode of accepting an offer, the offer or who does not receive notice of acceptance within a reasonable time may treat the offer as having lapsed before acceptance. 

Modification, Rescission and Waiver 

13.1  An agreement modifying a contract for the sale of goods needs no consideration to be binding. 

13.2  A signed agreement that requires that  modification or rescission be done by a signed writing cannot be otherwise modified or rescinded. 

13.3  The requirements of Section 9. of  These Regulations must be satisfied if the contract as modified fall within its provisions. 

13.4  Subject to the preceding provisions of this section, a course of performance between the parties shall be relevant to show  a waiver or modification of any term inconsistent with such course of performance. 

Previous