买卖合同中英对照之英文
买卖合同中英对照之英文
Contract Number:
Acceptance Expiration Date:
Contract Date:
SELLER: Company name:
Address:
Signatory:
Email:
BUYER: Company name:
Address:
Tel:
Fax:
Signatory:
Email:
I. OBJECT
1.1 The seller herewith sell and the Buyer herewith purchase in accordance with the specifications and quality described in this contract (hereinafter called “Goods”).
1.2 The specification of the goods provided in Appendix No. 2 hereto.
II. DELIVERY BASIS AND TERMS
2.1 The Seller shall deliver the goods under delivery of conditions: CIF destination in accordance with INCOTERMS-2000.
2.2 Loading Port: Shall be defined in the Delivery Schedule Appendix 3, or as designated by Seller.
2.3 Country of Export: As per Delivery Schedule Appendix 3, or as designated by Seller and Country of Import to be designated by the Buyer.
2.4 The named Ports of destination: for 30(thirty) days prior to the beginning of shipment of each vessel, the Buyer will inform the Seller about port (ports) destination if different.
2.5 Terms of Delivery are included in the Delivery Schedule in Appendix No. 3 hereto.
III. QUANTITY OF GOODS
3.1 The unit of measurement in this contract is metric tons of weight (MTW). Months are calendar months according to the Gregorian calendar.
3.2 Quantity of each shipment is in MTW (+/-5%) as per Delivery in Appendix 3.
3.3 The total quantity of to be delivered is shown in the Delivery Schedule in Appendix 3 (+/-5%).
3.4 The goods will be delivered over 12 calendar months in accordance with Delivery Schedule in Appendix No.3 hereto.
3.5 The quantity of goods will be confirmed on a certificate issued by the independent international survey company “SGS” (Societe General de Surveillance), CIQ or CCIC at sellers expense. Other quantity inspections at the port of unloading shall be at the buyers expense.
3.6 Weight for invoicing purposes shall be established by the actual net weight. Weight franchise of 0.5% shall be allowed against Bill of Lading weight. In case short/over weight exceeds +/-5% the Seller/Buyer shall compensate Buyer/Seller for the amount excluding the franchise on the basis of contracted price.
IV. QUALITY OF GOODS
4.1 The goods shall conform to the specifications in Appendix No.2 hereto.
4.2 The quality of the goods will be confirmed by a certificate issued by the independent international survey company “SGS” (Societe General de Surveillance) which shall be binging on both parties in all respects, including but not limited to the replacement of faulty goods paid for by the seller. Other quality inspections at the port of unloading shall be at the buyers expense.
V. PRICE AND TOTAL AMOUNT OF CONTRACT
5.1 The Buyer shall pay the Seller in United States Dollars “USD”
5.2 The price of goods is as follows:
5.2.1 ISRI 200-206 is $ xxx USD per MTW prior to unloading at 30,000 MTW per month for 12 months.
5.3 The value of deliveries is $xxxxxx USD (+/-5%)(five Percent) American Dollars.
5.4 The total amount of the contract is about $xxxxxxxx USD (+/-5%)(Five Percent) American Dollars.
5.5 The price of goods includes all costs incurred by Seller up to and including delivery basis CIF at the destination port except where the contract specifically provides for a cost to be borne by the Buyer, port demurrage charges, tariffs, and export/import fees. The unit price is fixed and firm for any quantity not exceeding the maximum permitted under the contract either delivered or stored (if vessels are delayed by the buyers failure to unload in a timely manner) on or before expire of the period stated in sub-clause
6.1, or such extended period as expressly provided in this contract or agreed by mutual written understanding.
5.6 The price includes up to 30 days storage and insurance of any consignment in the port of loading.
VI. DELIVERY TERMS AND PARTIES OBLIGATIONS
6.1 The Seller shall delivery the total quantity of goods within 12 months period in accordance with the Delivery Schedule, Appendix No.3 hereto.
6.2 The Seller shall start the delivery of the first consignment in accordance with the Procedure & Terms, Appendix No.1 hereto.
6.3 All provisions included in the Delivery Schedule will be observed by both Buyer and Seller and breaches in the provisions will be subject to penalties as per provisions under clauses 11.0 and 12.0.
6.4 The Parties may agree upon the extension of the delivery period. On this event, the Party responsible for the delays (Seller in delivery or Buyer in unloading) will have to beat the costs for the extension of the validity of the Letter of Credit as well as the costs of storage in the Port of Loading.
6.5 Should the Buyer delay the vessels for loading according to provisions in the delivery schedule or as per sub-clause 8.3 below, the Seller is entitled to store the goods in the port warehouse and get a Warehouse Receipt (WR) to use as cashing document instead of BOL.
VII. DELIVERY ACCEPTANCE OF GOODS
7.1 Under the condition of delivery CIF, the Seller and Buyer is obligated to pay charges, however, risk of loss or damage of the goods and any additional charges arising after the transfer of the goods over the hand-rail of a vessel in the port of loading shall pass from Seller to the Buyer only if the buyer is providing supplemental insurance.
7.2 Title for the goods will pass from Seller to the Buyer upon clearance of funds into the Sellers account by means of Clean On Board Blank Endorsed Ocean Bill of Lading marked “Negotiable” and risk if subject to clause 7.1
7.3 The quality and quantity of goods stated in the Bill of Loading, and or WR (where permitted) shall be conclusive evidence of the quality and quantity of goods delivered.
7.4 No claim(s) against quality or quantity received 30 (thirty) days following receipt of SGS quality or quantity report as appropriate will be taken into consideration or actionable.
VIII. PAYMENT TERMS AND CONDITIONS
8.1 Payment for each consignment in favor of the Seller in the approximate amount of $ xxxxxxx USD American Dollars shall be effected 100% at sight after receipt by the advising bank of all documents required in clause 9.0 only with
a validity of 12+3 months in case of delays..
8.2 Type of Bank instrument as payment guarantee: an unconditional, confirmed, irrevocable, documentary, Letter of Credit which shall be issued by the buyers bank defined as Ist National Bank of Anytown directly to the Sellers Bank shown in Appendix 6. Ist National Bank of Anytown shall issue in favor of the Seller 1(one) Letter of Credit, in accordance with the terms provided in Appendix No.1 hereto. The operative Letter of Credit will be issued on or before February 18,2005 otherwise
a breech thereof will be declared and subject to demand under clause 8.5.
8.3 The Buyer shall TT a refundable deposit to accompany this contract in the amount of $xxxxxxxxx USD, which shall be refunded upon receipt of clear funds on a valid Letter of Credit as per this contract.
8.4 The next of the Letter of Credit is shown in Appendix No.4 hereto. The final text to be provided by the buyers bank shall be subject to approval by the Seller as a condition of the buyers compliance with the present contract. 8.5 In the event that the Buyer fails to issue the Letter of Credit in compliance with clause 8.1, then payment for the full contract value shall be made 100% at sight of demand upon the buyer without protest as a contract breech.
8.6 The Seller will send documents for each consignment to the Buyer by courier originating from the Sellers offices within 21 (twenty one) banking days from the Bill of Lading Date.
8.7 For the proper performance of the contract and counter guarantee of the Buyers valid Letter of Credit, Seller shall issue a Bank Performance Bond in the amount of xxxxxx USD American Dollars with a validity of 12+3 months in case of delays. The Performance Bond will be the acting instrument immediately from date of reception of the first payment received from the buyers bank when the Sellers bank will issue a SBLC naming the buyer as the beneficiary in the amount of the performance bond.
8.8 Should the Buyer delay the vessel for loading of the Goods per delivery schedule or submitted notification date or within 7 (seven) calendar days following the scheduled date, the Seller is entitled to store the goods in the port at the Buyers expense and risk and receive a Warehouse Receipt (WR) that can be used instead of the Bill of Lading.
8.9 All bank charges related to the issuance of the Letter of Credit are for the Buyers account and all those related to the issuance of the Performance Bond are on the Sellers Account. Bank charges related to the negotiation of either document are for the respective Beneficiary accounts.
8.10 Any extension of the validity of either document will be borne by the side in fault from their extension.
8.11 Spelling and typographical errors and differences of such nature between Bank issued and Beneficiary issued documents shall not be deemed discrepancies provided that the intent of the write is clear from the context and in such case only UCP500 regulations shall apply at any time.
IX. DOCUMENTS REQUIRED FOR PAYMENT
9.1 The Seller shall provide with each consignment a full set (6/6) Clean on Board Ocean Bill of Lading signed by an authorized representative of Network Oceanlines, signed by the Master and showing vessels stamp and showing “CLEAN ON BOARD”, following masters remark are acceptable: Wet before shipment； Loaded from open area； Atmospherically rusty within 21 (twenty-one) days from date of payment 9.2 Commercial invoice issued by seller: 6 originals and 6 original copies showing Contract Number, descrīption of goods, pieces of bundles of goods, unit price, total amount, gross/net weights of the goods.
X. DOCUMENT NOT REQUIRED FOR PAYMENT
10.1 Quality certificate issued by SGS in triplicate: showing the quality and all required by chemical structure as shown in Appendix No.2 hereto of the goods according to the present content: 3 originals and 3 original copies or if AQSIQ/CIQ/CCIC is required by the Buyers then Seller shall arrange all Quality inspections at Sellers expense from AQSIQ/CIQ/CCIC excluding the port of unloading.
10.2 Quantity assay issued by SGS in triplicate, showing the quantity of the goods loaded on board vessel or if AQSIQ/CIQ/CCIC is required by the Buyer then Seller shall arrange all Quantity inspections at Sellers expense from AQSIQ/CIQ/CCIC excluding the port of unloading..
10.3 Original certificate of origin issued by Chamber of Commerce and Industry of the country of export: 3 originals and 3original copies.
10.4 Masters notice, showing descrīption of goods, name of vessel, B/L No. Gross/Net weights of the goods, pieces or bundles of goods, time of arrival, berthing, shipping agent at the destination if available, loading time, release time, signed by Master and port.
10.5 All of the documents including the B/L, invoice, parking list, original certificate and so on has been faxed to the buyer within 7 days after B/L date. XI. FORCE MAJEURE
11.1 Both sides in this contract will be exonerated from their obligation in case of force majeure event.
11.2 Force majeure is understood as per provisions under ICC500 and means any event such as five, explosions, hurricanes, floods, earthquakes and similar natural calamities, wars, epidemics, military operations, terrorism, riots, revolts, strikes, industrial unrest, government embargoes, or other unforeseeable actions occurring after the conclusion of this contract and outside the sides reasonable control and which cannot be avoided by the reasonable diligence that could delay or prevent the performance of either sides obligations in this contract.
11.3 The party to this contract whose performance of this contract is prevented by a Force Majeure event muse notify the other party within 7 (seven) days of the effective date of occurrence, which notice is to be confirmed by a certificate issued by the local chamber of commerce and Industry, including particulars of the event and expected duration. Failure to submit such a notification will prevent the parties exoneration from contractual obligations under Force Majeure event makes such notice impossible.
11.4 The performance of either parties obligations will be in such case postponed with the period of the existence of the Force Majeure event plus a reasonable period to remobilizing production and shipping. No penalty shall be payable for the duration of this delay.
11.5 Should the delay caused by a Force Majeure event last for more than 1 (one) month the sides will attempt to agree measures to allow contract to continue. Should such an agreement mot be reached within 30 (thirty) days from the date of certified Force Majeure event, the sides are entitled to terminate the contract.
11.6 The Force Majeure event does not exonerate the Buyer from paying for the goods already delivered under documents in section 9 Bill of Lading.
XII. SELLER LIABILITY
12.1 Goods shall be co nsidered in “full quantity” if within tolerance provided under sub-clause 3.1 and as per delivery schedule. “Date of delivery” shall be the date on the Bill of Lading.
12.2 If Seller fails to delivery full quantity or quality of any consignment, only with the confirmation from the buyer, he has the right to make it complete with the next two consignments.
12.3 Failure to delivery full quantity within extended period will entail penalties at the rate of 0.3% (point three percent) pro rata temporize of
the value of the undelivered goods. The total value of the penalties cannot exceed 5% (five percent) of the value of the undelivered goods at which time full breech if declared automatically.
12.4 Should the Buyer decide, at any time during the monthly period of delivery, to take only a partial delivery rather than wait for the full quantity (if the quantity is not already available in port and ready for loading) then the Seller will not be liable for liquidated damages.
12.5 Any sums for which the Seller are liable as penalties for which no provision are made in this contract are made in the Performance Bond are made against invoice issued by the damaged side and by bank transfer within maximum 10(ten) banking days as form the submitted invoice date.
XIII. BUYER LIABILITY
13.1 Any sums which the Buyer are liable as penalties for which no provisions are made in this contract are made against invoice issued by Seller and by bank transfer within maximum 10(ten) banking days as for the submitted invoice date.
13.2 “Scheduled date of Arrival” means date when the vessel should be alongside quay and available to take delivery of the Goods as per both Seller and Buyer mutual notifications and provisions in Appendix No.3 hereto.
13.3 Should the vessel not arrive within 15(fifteen) calendar days as from scheduled/notified date as a result of delays by the buyer at the unload port, the Buyer will pay the Seller penalties at the daily rate of 0.3%(point three percent) pro rate temporize of the value of undelivered goods but the total amount should not exceed 5%(five percent) of their value.
13.4 Should the vessel not arrive for loading within before stated period as a result of the buyer at the unload port, and the goods be stored in the port Warehouse the Buyer will be responsible for the payment to the port authorities at the following rates per day over the permitted 30 days:
13.4(a) 31-60 days $0.30 USD/day/MTW
13.4(b) 61-75 days $0.40 USD/day/MTW
13.4(c) 76-90 days $0.50 USD/day/MTW
13.4(d) Over 90 days is not allowed to keep the goods and the port is entitled to sell the goods to cover losses. These details are to be settled between the Buyer and the Port Authorities.
13.5 The payments of the storage costs in port have no connection with the payment penalties, which are paid separately to the Seller.
13.6 To make payment in target dates for each consignment shall be effected by within 3(three) banking days after receipt by the advising bank of all documents required under clause 9.
13.7 The Buyer undertakes and guarantees that the Letter of Credit within 5(five) banking days will send to Seller confirmation about issuance of Letter of Credit under the terms of this contract in the favor of the Seller.
XIV. LAW AND ARBITRATON
14.1 The contract is subject to United States Law, ICC rules are to be observed under existing CIGS guidelines and UCC Law will supercede over ICC if
in conflict.
14.2 The Seller and Buyer will try to settle all disputes amicably. Either party may serve notice on the other requiring any dispute to be settled within 30(thirty) days after such notice and, if not settled to refer it to arbitration in accordance with this contract unless breech of payment occurs by the buyer or failure to post the Letter of Credit.
14.3 The arbitration will be heard by one or more arbitrators appointed mutual agreement of the parties and in accordance with the Rules and the Arbitration Act 1996. The seat of arbitration shall be United States of America. The award shall be enforceable in any country, and a Letter Rogatory shall be deemed accepted without contest or protest.
14.4 Should payment not be received when scheduled under this contract and Seller declare breech of contract then Summary Judgment under the Laws of the United State of America shall apply and be deemed automatic for the full contract value and damages claimed therein under UCC law with the authority therein to recover those costs in any country.
XV. CONTRACT TERMINATION
15.1 Either party may terminate the contract should the
other side refuse performance of a substantive contractual obligation unless the LC is not posted by the buyer, but excluding refusal cause by a Force Majeure event.
15.2 Notification of termination is to occur within
30(thirty) calendar days following non-performance if contractual obligations.
15.3 No termination is permitted should any of the side
excuse their obligations within the stated 30(thirty) days from the notification date.
XVI. ASSIGNMENT
16.1 Any of the sides is allowed to assign the contract
or payment instrument in order to secure the performance of its obligations.
16.2 Any assignee or legal successor to rather party
shall assume all obligations and benefits of the contract.
16.3 Assignment is permitted under mandate issued by the
Seller.
XVII. GENERAL PROVISIONS
17.1 Amendments to the present contract shall be valid
only if agreed in writing and signed by duly authorized representatives of both sides.
17.2 Correspondence in the course of the ordinary
administration of the contract such as but not limited to notification of
anticipated delivery dates might be sent by fax, any electronic means or mail.
Notices of suspension, termination or to invoke arbitration shall be sent as an advance fax with an original by courier service and shall be deemed delivered on the evidenced date of the facsimile.
17.3 The language of the contract and the correspondence,
notices, certificates, Bills of Lading shall be English.
17.4 The contract comprises the present documents, Appendices and Addendums.
17.5 This contract supercedes all prior negotiations, representations and agreements and it is the sole agreement between the sides for the sale and purchase of the goods.
17.6 The liability towards the other party is limited to penalties, charges, damages and remedied expressly stated in this loss arising under the law of contract or tort including negligence and breech of duty. 17.7 The buyer acknowledges that the Seller is an American Corporation who has collateral business agreements with other countries in the performance of this contract including, the quantity and quality of the rate of delivery of goods, the shipment methods deployed in the performance of the contract, the financial exchange of the terms within the contract and subject to the laws of those countries at all times.
17.8 The buyer acknowledges that commissions are paid in support of this contract and are paid by the Seller unless the buyer breeches this contract then commissions shall be paid by the buyer based upon the total contract value. Any commissions, fees. Or other such charges above this amount are the responsibility of the Buyer or unless waived by the Buyer to allow the Seller to be the paymaster for such fees.
XVIII. EFFECTIVE DATE
18.1 This contract shall come into effect when the Buyer and Seller have both initialed and signed the present document and its appendices. XIX. CONFIDENTIALITY AGREEMENT
19.1 Seller and Buyer shall treat information provided by the other party on a strictly private and confidential basis. Seller and Buyer shall take all necessary steps to prevent the others confidential information from being misused or disclosed or made public to any third party except as needed to successfully complete the Contract or to avoid conflicting claims (and except as may be required in accordance with the applicable law).
19.2 Buyer shall not use the confidential information provided the Seller in such a way as to:
19.2(a) Circumvent the Seller in the commercial dealings with any and all suppliers under the contract, or
19.2(b) Knowingly do anything to cause the Seller to lose any fees or commissions that are due or may become due under the Seller agreement with the suppliers under the Contract, if any, or
19.3 Seller shall not use the confidential information provided by Buyer in such a way as to:
19.3(a) Circumvent Buyer in the commercial dealings with the Consignee if introduced by the Buyer, or
19.3(b) Knowingly do anything to cause Buyer to lose any fees or commissions if due or may become due under the present Contract and additional
appendices, or
19.3(c) Do anything to circumvent Buyer in such a way as to put Buyer at a commercial disadvantage with a consignee if existing,
19.4 Seller and Buyer shall keep each other fully informed about the progress of all current and future contract negotiations and about the performance of the contract.
19.5 The obligation of confidentiality of the Sellers and Buyer shall remain in force for a period of 5(five) years from the date hereof.
19.6 Any breach of these provisions will entail payment of damages to the other party.
XX. NON-CIRCUMVENTION AGREEMENT
20.1 The parties shall not in any manner whatsoever solicit nor accept business from sources or their affiliates that are made available by the other party to this agreement, at any time, without the prior written permission of the Party which made the source available.
20.2 The Parties shall maintain complete confidentiality regarding each others business sources or their identities and shall disclose such only to named Parties pursuant to express written permission of the Party that made the source available.
20.3 The Parties shall not in any way whatsoever circumvent or attempt to circumvent each other or any Party involved in any of the transactions the Parties are desiring or entering into and to the best of their ability and assure each other that the original transaction codes established will not be altered or changed.
20.4 The parties recognize the contract to be an exclusive and valuable contract of the respective Party and they shall not enter into direct negotiations with such contracts revealed by the other party. 20.5 Neither Party shall avoid payment of due fees, commissions and other remuneration in any way whatsoever.
20.6 In the event of circumvention by any party whether directly or indirectly, the circumvented Party shall be entitled to legal monetary penalty as damages, equal to the maximum amount is should make from such transaction and any and all expenses including but not limited to legal fees that would be involved in the recovery of said damages. The circumventing Party renounces to any right that be may have to claim a reduction of this amount.
20.7 All considerations, benefits and commissions received as a result of the contraction of the Parties relating to any of the transactions will be allocated as mutually agreed to.
20.8 Buyer irrevocably binds itself to provide any and all documentation requested by Seller, immediately and without delay, in connection with the sale/purchase of the aforementioned goods.
20.9 Seller irrevocably binds itself to provide any and all documentation requested by Buyer, immediately and without delay, in connection with the sale/purchase of the aforementioned goods.
The ICC 1993 revision, publication 500 shall apply to this contract as well as INCOTERMS-2000 as published by International Chamber of Commerce.
BY SIGNING BELOW THE PARTIES HEREBY ENTER INTO THIS AGREEMENT PROVIDED THAT THE ACCEPTANCE EXPIRATION DATE HAD NOT PASSED PRIOR TO SIGNATURE.
Seller: Buyer: Company name: Company name:
Signature/Seal Signature/Sea l
Corporate Officer Corporate Signatory Dated: Dated: