Contract No. :XXXX
The Buyer ：XXXX.
This contract is made by and between the Buyers and Sellers, whereby the Buyer agrees to buy and the Seller agrees to sell the under-mentioned commodity according to the terms and conditions stipulated below:
1. Country of Origin and Manufactures：
2.Total Value（The scope of supply and the specifications are details as per attached Annex ）：The Total Contract Value is Euro XXX,XXX CIF XXX Port USD (Say XXXX EURO Only.) (as per INCOTERMS 2000)
3.Term of Shipment：As per INCOTERMS 2000.
Partial shipments:（Allowed, not allowed）.
Transshipment shipment:(Allowed, not allowed).
Title and risk to the goods shall pass to the buyer upon delivery in accordance with the incoterm stated in the contract.
If the buyer delays the delivery for reasons not attributable to the seller for more than 1 month then title and risk shall pass to the buyer on EXW terms and the seller shall have the right to issue an invoice.
4. Port of Shipment ：XXXX
5.Port of Destination：XXXX
To be covered by the Sellers for 110% (one hundred ten percent) of contract value with currency of the invoice covering all risks.
In case the contracted Commodity are lost and/or damaged in the course of ocean transportation to any accident, the Seller shall assist the Buyer apply for compensation with
the insurance company concerned.
To be packed in new strong packing with the mark “IPPC”, suitable for long distance ocean and inland transportation and well protected against dampness, moisture, shock, rust and rough handling. The Seller shall be liable for any damage to the goods on account of improper packing and for any rust damage attributable to inadequate or improper protective measures taken by the Seller, and in such cases any and all losses and/or expenses incurred in consequence thereof shall be borne by the Seller.
8. Shipping mark：
The Seller shall agree mark on each package with fadeless paint in conspicuous English the package number, gross weight, measurement and the wordings: “ KEEP AWAY FROM MOISTURE”, “HANDLING WITH CARE”, “THIS SIDE UP” etc. according to the characteristics of the goods and the different requirement in transportation and the shipping mark.
Shanghai Port, CHINA
Consignee & Notify Party：.to be notified later.
9. Payment: 10% by T/T, 90% by L/C
10. Terms of Payment：
1) 10% of the contract value shall be made by the Buyer through T/T （Euro XXXX）against
following documents provided by seller they are in order：
a)One Photostat copy of valid export license issued by the relevant authority authorizing the
Seller to export the Contract Goods or a certificate issued by the Seller stating that an export license is not required;
b) One (1) original and one (1) copy of performance bond issued by the Supplier’s bank in favor of
the buyer, covering ten (10) percent of the total price for the Contract Goods ( Specimen as per Annex 2 );
c) Five (5) originals of proforma invoice covering one hundred (100) percent of the total price for the Contract Goods;
d) Five (5) originals of commercial invoice covering ten (10) percent of the total price for the Contract Goods
2) 90% of the contract value shall be made by an Irrevocable Letter of Credit at sight which is opened by a main bank in China 30 days before shipment, in favor of the Seller and in the amount of (Euro XXXX), upon the receipt by the Buyer of the following documents provided they are in order：
a) Three(3) originals and three(3) copies of clean on board Ocean Bill of Lading marked “freight prepaid” and made out to order, blank endorsed and "notifying buyer ";
b) Three(3) originals and three(3) copies of Commercial Invoice covering 90% of the total contract value of this shipment, also indicating Contract No., Shipping Marks, name of carrying vessel.
c) Three(3)originals and three(3) copies of detailed Packing Lists indicating Contract No., Shipping Mark, Measurement, gross and net weights of each package.
d) Two copies of Certificate of Quality and Quantity/Weight of the contracted goods，and Testing Reports issued by the Seller;
e) One (1)original and one(1) copy of Insurance policy with the Buyer as beneficiary covering
110% of the invoice value, showing claims payable in destination, in currency of the contract, blank endorsed, covering Ocean marine/All Risk .
f) One original and one copy certification of fumigation which declare IPPC marked done well or
non-wood material packing certification issued by the Seller.
g) Shipping advice given to the Buyer after completing of loading the goods, notifying the name of
carrying vessel and date of its sailing, estimated arriving date, number of the Bill of Lading, packing dimension and gross weight.
i) One (1) original and Four (4) Copies of Certificate of Country of Origin issued by the relevant authorities of the Supplier
j) Five (5) originals of proforma invoice covering one hundred (100) percent of the total price for the Contract Goods;
11.Technical Specifications and Technical Documents：Refer to Annex 2.
12. Technical Service：
When required ,the seller shall dispatch a qualified engineer to provide on-site technical service according to the schedule, and service days and number of engineers are XX days and XX person separately listed in the contract. The major contents of on-site service: training, instructing to installation of equipment, the step-by-step trial operation, debugging, start-up and testing. The seller will bear all expenses in connection with additional service days because of the quality and performance of equipment caused by the seller.
13. Shipping Advice：
The Sellers shall, within 5 working days upon the completion of loading of goods, advise by facsimile the Buyers of Name of Vessel, B/L No., Shipping Date, Contract No., Commodity, Quantity, Weight, Value of Shipment, Port of Loading and port of Destination.
14. Guarantee of Quality：
The Seller shall guarantee that the commodity hereof is made with reasonable workmanship and standard material which is in conformity with the quality standard of this commodity, brand new and unused, and complies in all respects with the quality and specification in this contract. The guarantee period shall be 12 months from preliminary acceptance certificate or 18 months counting from the date of delivery date，whichever occurs first.
If the Contract Commodity is shut down during the guarantee period due to repair or replacement of defective and/or damaged Goods supplied by the Seller for which the Seller is responsible, the guarantee period of such Contract Commodity shall be extended correspondingly by a period equal to the time of such shut down.. The maximum guarantee period of such repaired and/or replaced Goods shall be extendable for maximum twelve (12) months after the original warranty end. Repeated warranty extensions beyond this date are excluded.
A：The manufacturers shall before making delivery, make a precise and comprehensive inspection of the goods as regards their quality, specifications, performance and quantity/weight, and issue certificates certifying that the goods are in conformity with the stipulations of this Contract. The certificates shall form an integral part of the documents and presented to the paying bank for negotiation/collection of payment but shall not be considered as final in respect of quality, specifications, performances and quantity/weight. Particulars and results of the test carried out by the manufacturers must be shown in a statement to be attached to the said Quality Certificate. The buyer enjoy right to inspect the commodity in the seller’s workshop, expenses are burdened by buyer.
B：After arrival of the goods at the port of destination or at the site, the Buyer may apply to the People’s Republic of China for Inspection Entry-exit Inspection and Quarantine Bureau (hereinafter called the “Bureau”) for a preliminary inspection of the goods in respect of their quality, specifications and quantity/weight or both, except those for which either the insurance company or the shipping company is responsible, the Buyers shall, within 60 days after discharge of the goods at the port of destination, have the right either to reject the
goods or to claim against the Sellers on the strength of the inspection certificate issued by the Bureau.
C：Within the guarantee period stipulated in Clause 13 hereof should the quality and/or the specifications of the goods be found not in conformity with the contracted stipulations, or should the goods proved defective for any reasons, including latent defect or the use of unsuitable materials, the Buyer shall arrange for an inspection to be carried out by the Bureau and have the right to claim against the Seller on the strength of the inspection certificate issued by the Bureau.
D：Any and all claims shall be regarded as accepted if the Sellers fail to reply within 10 days after receipt of the Buyers' claim.
A. In case the Seller fails in performing any of its obligation under the contract during the design, manufacture, delivery, Performance Test and Warranty Period, the Buyer has the right to lodge claims against the Seller and Seller shall settle the claim with the agreement of the Buyer in one or a combination of the following ways:
1):Pay liquidated damages to the Buyer according to the stipulations of the Contract.
2):Repair defective Contract Commodity or eliminate the defects or discrepancies of the Contract Commodity at the Seller’s expenses. In case the Seller fails to dispatch his personnel to the Project Site, the Buyer has the right to eliminate the defects or discrepancies himself or other qualified suppliers. All costs and risks thus occurred should be borne by the Seller. 3):Replace the defective Contract Commodity or inaccurate Technical Documentation with new one or supplement the omitted Contract Commodity or Technical Documentation at the Seller’s expenses and the Seller shall at the same time guarantee the quality of the replaced Goods for a further corresponding guarantee period. The maximum guarantee period of such replaced Goods shall be extendable for maximum twelve (12) months after the original warranty end. Repeated warranty extensions beyond this date are excluded. The replaced and/or supplemented commodity shall be delivered to the Project Site at the Seller’s costs and risks. The Seller shall, at his own expenses, delivery the components or commodity urgently needed to the Sites by the most efficient transportation method in accordance with the buyer’s request.In case of a defect the purchaser and the end user shall provide free access to the goods and shall provide all information available to detect the root cause of the defect.
4):Devalue the commodity according to the degree of inferiority, extent of damage and amount of losses suffered by the Buyer，the degrees of which should be confirmed by the both parties.
5): If above remedies 2), 3), 4) in this clause have been exhausted, the Seller shall agree to the rejection of the Goods and refund to the Buyer the value of the Commodity so rejected in the same currency as specified in the Contract.
B.In case the Seller fails to make delivery pursuant to the Final Delivery Schedule, the Seller shall pay the liquidated damages for late delivery at the following rates:
1) From the first to the fourth week, the liquidated damage shall be half percent ( 0.5%) of the value of the delayed Contract Commodity per week.
2) From the fifth to the eighth week, the liquidated damage shall be one percent (1.0%) of the value of the delayed Contract Commodity per week.
3) After the ninth week, the liquidated damage shall be one point five percent (1.5%) of the value of the delayed Contract Commodity per week.
The payment of liquidated damages shall not release the Seller from its obligation to deliver the delayed Contract Commodity.
Odd days less than one (1) week shall be counted as one week. The accumulated maximum liquidated damages to be paid by the Seller stipulated in parts A and B shall not exceed 10% of the total contract price. Once the maximum is reached, the Buyer has the right to terminate partial contract or the whole contract without any compensation to the Seller.
C. Seller guarantee this Contract Commodity purchased by the buyer will not infringe the intellectual property of any third Party. Otherwise, the Seller shall bear all the responsibilities and compensate all the losses of the Buyer.
17. Force Majeure：
Force Majeure means the event that the parties could not foresee at the time of conclusion of the Contract and its occurrence and consequences cannot be avoided and cannot be overcome, such as war, serious fire, flood, typhoon and earthquake and other cases. If either of the parties to the Contract be prevented from executing the Contract by Force Majeure, the time for execution of the contract shall be extended by a period equal to the effect of these causes. However, the price and performance indices shall not be changed due to such delay by Force Majeure event.
The affected party shall promptly inform the other party by fax and by cable and a certificate issued by competent authorities concerned should be submitted within fourteen (14) days for the other party to review and confirm. The affected party should take all necessary measures to decrease the effect and to shorten the delay thus incurred. Once the Force Majeure is over, the other party shall be promptly notified.
Should the effect of Force Majeure continue for more than one hundred and twenty (120) consecutive days, both parties shall settle the further execution of the Contract through friendly negotiation (including delivery, installation, trial operation and provisional acceptance, etc.)
18 Termination at Convenience
Buyer may, at its option, terminate the contract in whole or in part at by written notice thereof to Seller, whether or not Seller is in default. Upon any such termination, Buyer shall pay for all Work completed and for all costs incurred on the work in progress and obligations to
sub-suppliers related to the contract.
Upon receipt of any such notice and unless the notice requires otherwise, Supplier shall:
1. Discontinue the Work
2. Place no further orders or subcontracts as to the Work other than as may be necessary for completion of any such portion of the Work under the Agreement that is not terminated
3. Make best efforts to obtain cancellation upon terms satisfactory to Buyer of all orders and subcontracts to the extent they relate to the performance of the Work terminated
4. As directed by buyer assist in the maintenance, protection and disposition of materials, supplies or property acquired pursuant to the Agreement.
If a suspension of the contract not due to the Seller lasts for more than 3 months then the Buyer shall pay the Seller for all costs incurred in properly executing the order to the point of suspending the contract.
19. Limitation of Liability
Notwithstanding any other clause in this agreement to the contrary, Seller's maximum aggregate liability for any and all damages and losses shall not exceed the value of the order except in case of gross negligence and/or willfull misconduct. Neither the Buyer nor the Seller shall be responsible to the other party for consequential damages and indirect losses of any kind. The Seller shall not be liable at all on any ground whatsoever if damages and losses are caused by the product not being stored, handled, installed, operated and maintained properly by the buyer/end user according specifications and manuals.
20. Settlement of Disputes：
All disputes in connection with this Contract or the execution thereof shall be settled through friendly negotiations. In case no settlement can be reached through negotiations, the case should then be submitted for arbitration to the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade, Shanghai, in accordance with the "Provisional Rules of Procedure of the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade". The arbitration shall take place in Beijing and the decision rendered by the said Commission shall be final and binding upon both parties; if not otherwise decided by the arbitration tribunal, The arbitration fee shall be borne by the losing party.
The Contract shall be remain effective and executable even in the process of the arbitration except the part hereof in dispute that is being arbitrated.
Neither Buyer nor Seller shall have the right to assign all or part of rights or obligations to the third Party under this Contract without the prior written consent of the other Party.
Neither Buyer nor Seller shall disclose to the third party any part of this Contract ( including any other appendix ) without the prior written consent of the other Party .
No modifications, amendment, supplement of this Contract shall be binding upon the both Parties hereto unless made in writing and duly signed by the authorized signatories of both Parties.
21. TAXES AND DUTIES:
All taxes in connection with the execution of this Contract levied by the Chinese Government on the Buyer in accordance with the tax laws in effect shall be borne by the Buyer.
All taxes in connection with the execution of this Contract levied by the Chinese Government on the Seller in accordance with the tax laws in effect shall be borne by the Seller.
All taxes arising outside of China in connection with the execution of this Contract shall be borne by the Seller.
22. Applicable Law：
The applicable law under this Contract is the laws of P. R. China.
The parties to the contract herewith express their commitment to comply with all applicable anti-corruption requirements.
This Contract is made out in two original copies, t he Buyer holds one copy and the Seller holds one copy in witness thereof. After both parties sign this Contract, the Contract shall become effective.
All Annexes are integral parts of the Contract and have the same force as the Contract itself.
Annex 1 Scope of Supply and Contract Price
Annex 2 Performance Bond
Annex 3 Technical Specifications on the procurement contract
The Buyers The Sellers
附件一：( Annex 1)
供货价格清单( PRICE LIST )
履约保函格式（Specimen of Performance Bond）
Issuing Date: To:
Guarantee Bond For Contract No._______________________
This bond is hereby issued to serve as the Performance Bond of _________________________(hereinafter called the seller),for contract no. _____________________dated ____________________ between you and the seller for the supply of __________________________project (her einafter called the “project”).
The __________________________(hereinafter called the bank )hereby unconditionally and irrevocable guarantee and binds itself , its successors and assigns to pay you, without recourse, up to the total amount of _________________________( currency used in the bidder’s bid ) representing Ten (10 )percent of the contract price in _________(name of currency )and accordingly covenants and agree follows:
1.On the seller’s failure of the faithful performance of all the contract docu ments and agreed
modifications, amendments ,additions and alterations thereto that may hereinafter be made including replacement and/or making good of defective goods ( hereinafter called the failure of performance )as determined by you and not withstanding any objection by the Seller ,the bank shall immediately ,on your demand in a written notification from an officer stating that the seller received 30 days written notice of the failure of performance by the seller and failed to correct the failure pay you such amount or amounts as required by you not exceeding the aggregate total as stated above in the manner specified in the notification.
2.Any payment hereunder shall be made free and clear of and without deduction for or on account of any
present or future taxes ,duties, charges, fees, deductions or withholdings of any nature whatsoever and by whoever imposed.
3.The covenants herein contained constitute unconditional and irrevocable direct obligation of the bank
No. alteration in the terms of the contract to be performed hereunder and no allowance of time by you or other forbearance or concession or any other act or omission by you which but for this provision might exonerate or discharge the bank shall in any way release the bank from any liability hereunder.
4.This guarantee shall remain valid and in full force and effect until the end of warrantee time.
Very truly yours,
(name of the issuing bank)
(printed name and designation )
技术规范协议部分(Technical Specifications on the procurement contract)