- This Contract is made by a nd between the Buyer a nd the Seller; whereby the Buyer agrees to buy a nd the Seller agrees to sell the under mentioned commodities （to be referred to as “goods” hereunder）to the terms a nd conditions stipulated below:
|Name & Specifications|
|Total Amount （USD）|
|Total Value（Contract Price）: Say in US dollars only.|
2．Terms of Delivery/价格术语: FOB/CIF/CFR/ .
The term FOB/CIF/CFR/ shall be subject to the International Rules for the Interpretation of Trade Terms (INCOTERMS, 2000) provided by International Chamber of Commerce (ICC) unless otherwise stipulated herein.
除非本合同另有规定，价格术语FOB/CIF/CFR/ 应适用国际商会制定的《国际贸易术语解释通则（INCOTERMS 2000）》。
3． Country of Origin a nd Manufacturers/原产国和制造厂商
3.1 Country of Origin:
3.2 Name of the Manufactures:
The goods shall be contained o r packaged in the manner usual for such goods a nd be suitable for ocean transportation.
The Seller shall mark on each package the shipping mark as follows:
（ ） .
6．Time of Shipment/装运时间
7．Port of Shipment/装运港
8．Port of Destination/目的港
The Buyer shall pay the Seller the Contract Price on the following terms:
10.1 Advance Payment/预付款
The Advance Payment shall be ％ of the Contract Price, i.e. in US dollars, which shall be paid by the Buyer by wire transfer within days after the Effectiveness Date of the Contract to the Seller’s Designated Bank Account according to the Contract.
预付款应为合同总价的 ％，即 美元。买方应在本合同生效之日起 日内，以电汇的方式将预付款汇至本合同规定的卖方指定银行帐户。
10.2 Delivery Payment/交货后付款
The Delivery Payment shall be ％ of the Contract Price, i.e. in US dollars，which shall be paid by a Letter of Credit (L/C). The Buyer shall, within days prior to the scheduled Date for Shipment in accordance with the Contract, open an irrevocable L/C in favor of the Seller for the Delivery Payment in Bank of and in form a nd content acceptable to both parties. All charges, costs, expenses a nd fees relating to the L/C shall be borne by the Buyer. The L/C shall expire days after the shipment in China a nd shall be available against the Seller”s draft(s) at sight drawn on the opening bank for the value of the Delivery Payment accompanied by the shipping documents as follows:
交货后付款金额为合同总价的 ％，即 美元，应以信用证方式支付。买方应在本合同规定的货物装运日期前 天内，在 银行开具一份以卖方为受益人、金额为交货后付款金额的不可撤销信用证，信用证的形式及内容应事先经双方一致同意。与信用证有关的所有费用，由买方承担。信用证应在货物在中国装运后第 天到期。卖方应凭以下装运单据通过即期汇票向开证行议付交货后付款金额：
（1）Full set of Clean On Board Ocean Bills of Lading;
（2）Signed commercial invoice in originals；
（3）Packing list in originals issued by the Manufacturers；
（4）Under the term of CIF, full set of insurance policy/certificate；
10.3 Balance Payment/尾款
The Balance Payment under the Contract shall be % of the Contract Price, i.e. in US dollars，which shall be paid to the Seller’s Designated Bank Account by the Buyer by T/T within days after the Buyer has received the following documents from the Seller:
本合同项下的尾款应为合同总价的 ％，即 美元，由买方在收到卖方提交的下述文件之后 日内以电汇的方式支付至本合同规定的卖方指定银行帐户：
（1）Commercial invoice indicating the Contract number a nd value of the Balance Payment in originals;
10.4 For the purpose of the payment under the Contract, both parties confirm that the account listed below shall be the Seller’s Designated Bank Account, which shall be the sole account designated by the Seller for the receipt of the payment from the Buyer in accordance with the Contract.
10.5 In case the Buyer fails to open the L/C within the term stipulated in this Contract, o r the L/C does not correspond to the stipulations of this Contract, a nd the Buyer still fails to open o r amend the terms of the L/C within days after the receipt of the notification from the Seller, the Seller shall have the right to terminate the Contract o r to postpone the delivery of the goods a nd shall also have the right to lodge a claim for compensation.
11.1 The Seller shall deliver all the goods to the Place of Delivery on the Delivery Date according to the Contract.
11.2 If due to the Seller’s fault, the Seller fails to complete delivery of all the goods to the Place of Delivery on the Delivery Date, then the Seller shall be liable to pay to the Buyer liquidated damages in respect of such delivery delay at the Late Delivery Penalty Rate until such delayed goods is delivered in accordance with the terms of this Contract o r the end of the Maximum Late Delivery Period, whichever occurs earlier. The payment of liquidated damages for late delivery of any Shipment shall not release the Seller from its responsibility to complete delivery of such Shipment.
11.3 If such delivery delay extends beyond the expiration of the Maximum Late Delivery Period, then the Buyer shall have the right to terminate this Contract in part o r in whole a nd return at the Seller”s expenses all cancelled goods received from the Seller, a nd the Seller shall thereafter refund to the Buyer, within days of the date of return of all such goods, all amounts paid by the Buyer to the Seller for the terminated goods.
11.4 All of the Buyer’s claims in respect of late delivery of the goods shall be handled solely a nd exclusively in accordance with the provisions of Articles 11.2 a nd 11.3 above.
买方就卖方交货延误而提出的所有索赔应完全按照上述第11.2 和11.3 条的规定处理，且排除其他救济措施。
11.5 For the purpose of this Contract, both parties agree as follows:
（1） Late Delivery Penalty Rate/交货延误违约金比率：
% ( percent)] per [month/week/day] of the value of the delayed goods.
迟延交付的货物价值的 %（百分之 ）每[月/星期/天]
（2）Maximum Late Delivery Period/ 交货延误的最长期限：
days/weeks/months following the Delivery Date according to the Contract.
12．Terms of Shipment /装运条款
12.1 Notification before Shipment/装船前通知
At least days before the scheduled Date for Shipment, the Seller shall send the Buyer written notice of all relevant shipping details, including date for shipment, description, quantity a nd approximate weight a nd size in the Shipment, a nd other information consistent with industry practice.
12.2 Notification after Shipment/装船后通知
The Seller shall, within days upon the dispatch of the shipment, advise by fax the Buyer of the Contract No., commodity, quantity, invoice value, gross weight, name of the vessel a nd date of sailing/arrival etc.
12.3 Within days after the date when the vessel sets off, the Seller shall airmail one copy of each of the documents mentioned in clause 10.2 to the Buyer.
12.4 Transshipment is/is not allowed.
12.5 Partial shipment is/is not allowed.
13.1 The Seller guarantees that upon Delivery all goods to be delivered by the Seller shall be completely new a nd shall comply in all material respects with this Contract.
13.2 The guarantee period is within months after the date of the completion of unloading of the goods at the port of destination. Within the guarantee period, the Seller shall remove all defects of the goods due to design, workmanship a nd improper material used either by repairing o r by placing the defective parts o r the goods on his own account.
The Seller shall warrant that it has the lawful right to own o r dispose the goods under the Contract, a nd that the goods shall be free from any right o r claim of a third party based on industrial property o r other intellectual property.
- Inspection & Claims/检验和索赔
15.1 In case the quality and/or quantity/weight are found by the Buyer to be not in conformity with the Contract after the arrival of the goods at the port of destination, the Buyer shall claim to the Seller, supported by survey report issued by the inspection organization, , with the exception, however, of those claims not due to the Seller’s fault a nd for which the Seller shall not take any responsibility, including but not limited to those caused by natural reason, the insurance company and/or the shipping company, o r any other transportation entities。
15.2 The notification of claims for quality discrepancy should be filed by the Buyer within days after arrival of the goods at the port of destination, while for quantity/weight discrepancy claims should be filed by the Buyer within days after arrival of the goods at the port of destination. The Seller shall, within days after receipt of the notification of the claim, send reply to the Buyer，or else the claims shall be reckoned as having been accepted by the Seller.
对质量与合同规定不符的索赔通知须于货到目的港之日起 天内提出方为有效，而对数量/重量与合同规定不符的索赔通知须于货到目的港之日起 天内提出。卖方应于收到索赔通知后 天内答复买方,否则视为卖方已接受该索赔。
15.3 The Buyer shall bear the inspection fees, however, in case the inspection results show the quality/quantity/weight discrepancy a nd the Seller accept the discrepancy, the Seller shall bear the corresponding fees if reasonable.
- Force Majeure/不可抗力
16.1 Either parity shall not be held responsible for failure o r delay to perform all o r any part of the Contract due to flood, fire, earthquake, drought, war, riot, strike, sanctions, government injunction o r any other events which could not be predicted at the time of the conclusion of the Contract, a nd could not be controlled, avoided o r overcome by the parties. However, the Party affected by the Event of Force Majeure shall inform the other party of its occurrence in written as soon as possible a nd thereafter send a certificate of the Event issued by the relevant authority to the other party but not later than days after its occurrence.
16.2 If the Event of Force Majeure last over days, both parties shall negotiate on the performance o r the termination of the Contract. However, if the conditions o r consequences of Force Majeure which have a material adverse effect on the affected Party”s ability to perform continue for a period in excess of months a nd the Parties have been unable to find an equitable solution pursuant to this Clause, the Contract shall terminate automatically.
如果不可抗力事件持续 日以上，双方应就继续履行或终止合同事宜进行协商。如不可抗力事件或其影响持续超过 个月，且双方无法按照本条的约定达成一项公正的解决方案，则本合同自动终止。
17．Receive & Preservation of Goods/货物接收与保全
17.1The Buyer shall take all reasonable acts in order to enable the Seller to make delivery a nd shall take over the goods.
17.2In case the Buyer has received the goods a nd intends to reject them for the discrepancy of the goods, the Buyer must take reasonable steps to preserve the goods first a nd then give the notification of claim to the Seller in accordance with the Contract. Any losses a nd damages incurred for the failure of the Buyer to take reasonable steps to preserve the goods shall be borne by the Buyer.
18.1 Any o r all disputes arising out of o r relating to this Contract shall be settled friendly through negotiations between the parties. Should no agreement be reached through negotiation, the dispute shall then be submitted for arbitration to the China International Economic a nd Trade Arbitration Commission which shall be conducted in accordance with the rules in effect of this Commission at the time of application of the arbitration. The arbitration shall take place in Beijing a nd the award of the arbitration shall be final a nd binding upon both parties.
18.2 During the course of the arbitration, the Contract shall be performed except for the part under arbitration.
- Governing Law/准据法
The conclusion, validity, interpretation a nd implementation of this Contract shall be governed by the laws of the People”s Republic of China.
The Contract shall come into effect immediately when it is signed by duly authorized representatives of both parties.
This Contract shall not be changed verbally, but only by a written instrument signed by the Parties.
- No Publicity/合同保密
The existence of this Contract, as well as its contents, shall be deemed Confidential Information, a nd shall not be disclosed in whole o r in part to any person o r entity, except (i) that such disclosure has been permitted in written by the Parties in advance, (ii) to officials in relevant government departments pursuant to the requirements of Applicable Laws, (iii) in order to fulfil any conditions precedent to the effectiveness of this Contract, (iv) for the purpose of the performance by a Party of its obligations o r exercise of its rights hereunder o r relating hereto.
23.1 Any notice o r written communication provided for in this Contract by either Party to the other, including but not limited to any a nd all offers, writings, o r notices to be given hereunder, shall be made in and delivered in accordance with the other party’s particulars first set forth above by hand, by courier service delivered letter o r by facsimile.
23.2 Notices shall be deemed to have been delivered at the following times:
（1）if by hand, on reaching the designated address a nd subject to return
receipt o r other proof of delivery;
（2）if by courier, the Business Day after the date of dispatch; and
（3）if by fax, upon the next Business Day following the date marked on the confirmation of transmission report by the sender”s fax machine, indicating completed uninterrupted transmission to the relevant facsimile number.
23.3 During the Term, each Party may change its particulars for receipt of notices at any time by notice given to the other Party.
- Miscellaneous Provisions/其它
This Contract may not be assigned in whole o r in part by any Party without the prior written consent of the other Party hereto.
The invalidity of any provision of this Contract shall not affect the validity of any other provision of this Contract.
24.3 Entire Agreement/全部协议
This Contract a nd the Schedules a nd Annexes hereto constitute the entire agreement between the Parties hereto with respect to the subject matter of this Contract a nd supersede all prior discussions, negotiations a nd agreements between them, including but not limited to 。
24.4 Schedules a nd Annexes/附录及附件
The Schedules a nd Annexes hereto are made an integral part of this Contract a nd are equally binding with the main body of the Contract. In the event of any conflict between the terms a nd provisions of the main body of the Contract a nd the Schedules o r Annexes, the terms a nd provisions of the main body of this Contract shall prevail. The Schedules a nd Annexes to the Contract are as follows:
24.5 Language & Text/语言及文本
This Contract is made out in Chinese a nd English, both of which are of the same legal effect. Where any inconsistency occurs in account of the interpretation of these two texts, the Chinese text shall be deemed superior.
IN WITNESS THEREOF, each of the Parties hereto has caused this Contract to be executed by its duly authorized representative on the date first set forth above.
For & on behalf of For & on behalf of