外贸合同样本.doc

SALES AND PURCHASE CONTRACTDIESEL GASOIL D2 购销合同 (C. I. F)SELLER CODE:BUYER CODE: THIS INTENT IS FOR THE PURCHASE AND SALES OF STRAIGHT DIESEL GASOIL D2 AND IS NOT TO BE CIRCULATED AND IS ONLY FOR THE PURPOSE OF THIS TRANSACTION. ALL CHANGES MADE TO THE OFFERED CONTRACT MUST BE BY WRITTEN WITH COMPANY STAMP IMPRINTED. THIS CONTRACT IS SUBJECT TO TWO PARTIES FINAL REVIEW, CONFIRMATION & APPROVAL BY SIGNATURE WITH STAMP.本合同内容不得扩散，仅用于本交易。 对合同的任何更改均应书面签字及加盖公司公章。 合同须经买卖双方的最后检查、确认及签字盖章批准。THIS AGREEMENT MADE AND ENTERED INTO BY AND BETWEEN:本协议由以下双方于 年 月 日订立:SELLER卖方： ADDRESS: 地址： TEL/电话: FAX/传真: HEREINAFTER REFERRED TO AS”SELLER.” 以下简称”卖方”AndBUYER： 买方: ADDRESS/地址: TEL/电话: FAX/传真: HEREINAFTER REFERRED TO AS “BUYER”以下简称”买方”CLAUSE 1: SCOPE OF THE CONTRACT 合同范围SELLER AND BUYER, UNDER FULL CORPORATE AUTHORITY AND RESPONSIBILITY RESPECTIVELY REPRESENT THAT THE SELLER IS A LAWFUL OWNER OF THE COMMODITY, IN QUANTITY AND QUALITY AS HEREUNDER SPECIFIED, AND THE BUYER HAS THE FULL CAPABILITY TO PURCHASE THE SAID COMMODITY.在通力合作，认真负责的基础上，买卖双方分别申明：卖方为所签货物的合法所有者，买方有能力购买所签货物。CLAUSE 2: PRODUCT ORIGIN & COMMODITY 产地来源及货物名称PRODUCT ORIGIN IS FROM RUSSIA, DIESEL GASOIL D2, HAVING THE CONTRACTUAL MINIMUM GUARANTEED SPECIFICATIONS AS PER ANNES “A” HEREWITH ATTACHED AS AN INTEGRAL PART OF THIS CONTRACT.D2柴油的产地为俄罗斯，品质见附件”A”。附件A为合同不可分割的一部分。CLAUSE 3: QUALITY 质量FOR THE FULL DURATION OF THE CONTRACT, THE SELLER GUARANTEES THAT THE QUALITY OF THE PRODUCT SOLD AS REPORTED ON “ANNEX A” SPECIFICATION, WHICH CONSTITUTES AN INTEGRAL PART OF THIS CONTRACT. IF THE QUALITY OF THE PRODUCT IN THE FIRST SHIPMENT FAILS TO CONFIRM WITH THE D2 SPECIFICATION, AS AGREED TO IN THE CONTRACT, THEN THE BUYER HAS THE RIGHT TO TERMINATE THE CONTRACT.在整个合同履行期间，卖方销售的品质必须符合附录A(材质单)要求，附录A作为合同的不可分割的一部分。如果第一船的产品不符合附录A中要求的最大或最小值，买方有权停止此合同。CLAUSE 4: QUANTITY 数量THE MONTHLY QUANTITY IS METRIC TONS，AND TOTAL QUANTITY OF THIS SALES AND PURCHASE IS MT +/-5% ALTOGETHER FOR 12 MONTHS. 每月数量为 吨，本合同12个月的货物总量为 吨，+/-5%增减装。CLAUSE 5: DELIVERY 交货5.1 THE DESTINATION PORT SHALL BE APPOINTED BY BUYER; THE ESTIMATED ARRIVING DATE FOR THE FIRST SHIPMENT SHOULD BE WITHIN 30-45 DAYS AFTER RECEIPT AND CONFIRMATION OF AN OPERATIVE FINANCIAL INSTRUMENT ACCEPTABLE TO THE SELLER, THE SUBSEQUENT SHIPMENTS OBEY TO ANNEX B.OF THIS CONTRACT.到岸港由买方指定。卖方在收到并确认银行付款工具后的30-45天内将开始第一批船货的运输。其它船次则遵照合约之附件B.5.2 THE PLACE OF LOADING PORT SHALL BE . THE SELLER SHALL HAVE THE RIGHT TO DELIVER EARLIER THAN AGREED IN THIS CONTRACT GIVING NOTICE TO ALL DESIGNATED PARTIES AS REQUIRED HEREIN, WITH THE APPROVAL OF THE BUYER. THE PRODUCTS SHALL BE SHIPPED TO THE DESTINATION PORT AND THE MINIMUM QUANTITY IS MT +/-5% PER MONTH ACCORDING TO THE DELIVERY SCHEDULE ACCEPTED BY BOTH BUYER AND SELLER.装货地点为 港。经买方批准，卖方有权按本协议的规定向所有指定方发出通知提前交货。产品应根据买卖双方确定的船期表运至规定的地点，交货的每月最少数量为 万吨(+/-5%)。5.3 THE SHIPPING ADVICE AND ALL COPIES OF NEGOTIATION DOCUMENTS SHOULD BE SENT TO THE BUYER BY FAX OR EMAIL WITHIN FIFTEEN （15） DAYS AFTER SHIPMENT.装船后15日内将装船通知和全部议付文件复印件用传真或者电子邮件的方式发送给买方。CLAUSE 6: PRICE 价格PRICE: AT FIXED PRICE: USD PER METRICE TON CIF PORT.价格：固定价格 美金/吨送到 港口。 THE CONTRACT IS ALTOGETHER FOR 12 MONTHS AND THE PRICE OF THIS CONTRACT SHALL BE AVAILABLE FOR THE WHOLE CONTRACTUAL PERIOD.合同期为12个月，本合同价格适用于整个合同期限。CLAUSE 7: PAYMENT 付款7.1 BUYER SHALL ISSUE AN IRREVOCABLE, TRANSFERABLE, 100% PAYABLE DOCUMENTARY LETTER OF CREDIT FROM CHINESE PRIME COMMERCIAL BANK, IN THE CURRENCY OF UNITED STATES DOLLARS WHICH ISSUED FOR TONS GOODS VALUES. 买方通过中国一流商业银行以美元计算开出不可撤消，可转让，100% 吨金额的跟单信用证。7.2 THIRD PARTY DOCUMENTS ARE ACCEPTABLE. 可接受第三方有效单据。7.3 THE SELLER SHALL ISSUE A PERFORMANCE BOND TO BUYER ， AUTOMATICALLY REVOLVING FOR THE ENTIRE CONTRACT. 卖方将开立履約保函给买方，并在整个合同期内自动循环。7.4 THE PAYMENT WILL BE EFFECTED AGAINST THE FOLLOWING DOCUMENTS：买方根据以下单据付款：A. SIGNED COMMERCIAL INVOICE ONE ORIGINAL AND THREE COPIES. SELLERSINVOICE WILL BE BASED ON THE QUANTITY MEASURED BY SGS AT LOADING PORT.签章的商业发票原件壹份和叁份副本，发票以装运港SGS检验数量为基准。B. THE FULL SET OF “CLEAN ON BOARD” OCEAN BILL OF LADING, TO ORDER OF AND MARKED “FREIGHT PREPAID”.全套由船长签发的清洁海运提单，收货人”TO ORDER” “空白背书”标记”运费已付”。NOTIFY PARTY: 被通知人：C. CERTIFICATE OF QUALITY AND QUANTITY ISSUED BY SGS AT LOADING PORT. ONE ORIGINAL AND THREE COPIES.SGS在装运港的品质证和数量证。壹份正本，叁份副本。D. CERTIFICATE OF QUALITY AND QUANTITY ISSUED BY CIQ AT UNLOADING PORT. ONE ORIGINAL AND THREE COPIES.中国商检部门在卸货港口出具品质证和数量证。壹份正本，叁份副本。ETHE PAYMENT SHALL BE MADE BY TT AGAINST SGS OR CIQ REPORTS ISSUED AT DESINATION, WHICH ACCORDING TO THE SPECIFICATION OF THE CONTRACT. THE DURATION OF THE FIRST DOCUMENTARY LETTER OF CREDIT IS VALID FOR 90 DAYS, WHICH CAN BE CONTINUED TO BE USED FOR THE FOLLOWING CONSECUTIVE SHIPMENT, AND THE SECOND DOCUMENTARY LETTER OF CREDIT WILL BE ISSUED PRIOR TO TEN（10）DAYS TO THE MATURITY OF THE FIRST DLC. 在取得卸货港的SGS或CIQ检测报告后,符合合同所规定材质单要求，买方可以TT付款； 原90天信用证作为第二船信用证使用直至信用证到期前十天，买方开出第二张90天信用证，以此循环。F. CERTIFICATE OF COUNTRY ORIGIN, ONE ORIGINAL AND THREE COPIES.原产地证，壹份正本，叁份副本。G. INSURANCE POLICY, ONE ORIGINAL AND THREE COPIES.保险单，壹份正本，叁份副本。INSURANCE POLICY ISSED BY AT FIRST CLASS INSURANCE COMPANY SHALL BE AT 110% FOR THE TOTAL VALUE OF THE QUANTITY COVERING ALL THE RISKS INCLUDING OCEAN MARINE TRANSPORTATION, WAR RISKS, STRIKE RISKS. THE INSURANCE COMPANY HAS TO BE RECOGNIZED AND ACCEPTED BY THE BUYER.卖方应向一流的保险公司为柴油投保至目的港海上运输全险(海运险/战争险/罢工险)，投保金额为所运柴油CIF价格的百分之一百一十(110%)。保险公司须由买方认可。7.5 SELLER SHALL, MAKING BUYER AS BENEFICIARY, SUBMIT TO BUYER THE OCEAN TRANSPORTATION INSURANCE POLICY AS STIPULATED IN CLAUSE OF THIS CONTACT. IF ANY ACCIDENT OCCURS AFTER DELIVERY OF EACH SHIPPMENT ATTHE PORT OF LOADING, BUYER SHALL RENDER ASSISTANCE TO SELLER FOR THE SETTLEMENT OF INSURANCE CLAIMS WHEN REQUESTED BY SELLER.卖方以买方为保险的受益人提供买方海上运输保险，如果油轮离开出货港后有任何意外发生，买方应根据卖方的要求向卖方提供协助来解决保险理赔。7.6 ALTHOUGH INSURANCE BENEFICIARY IS BUYER, INSURANCE COMPANY SHALL PAYTHE REAL PRODUCTS LOSER. IF ANY ACCIDENT HAPPENS AT PORT OF DESTINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE INSURANCE COMPENSATION FROM THE INSURANCE COMPANY IF BUYERS BANK HAS NOT PAID THE FULL AMOUNT OF SHIPMENT TO SELLERS BANK.虽然保险的受益人是买方，但是保险公司是以产品的实际损失者为支付对象，如果在目的港有任何意外发生，并且买方银行尚未支付这批货款总额给卖方银行，卖方应获得保险金的赔偿。CLAUSE 8: DELIVERY & INSPECTION 装运及检验8.1 SELLER SHALL NOTIFY THE BUYER OF THE CHARTERED PARTY AGREEMENTPARTICULARS (GENERAL DIMENSIONS, CARGO SYSTEM ARRANGEMENT, MAXIMUM UNLOADING CAPACITY RATE, CARGO TANKS CAPACITIES AT 98% LOADED,MANIFOLDS SIZES AND REDUCTIONS AVAILABLE ON BOARD) AND RELEVANT DOCUMENTS. THIS INFORMATION MUST BE PROVIDED TO THE BUYER AT LEAST TWO (2) DAYS PRIOR TO THE SELLERS VESSEL NOMINATION. REGARDING THE RELEVANT SHIPPING INFORMATION OF FIRST SHIPMENT, SELLER SHALL NOTIFY BUYER AFTER RECEIVING DLC WITHIN 5 INTERNATIONAL BANK WORKING DAYS.卖方应提前通知买方有关船舶的所有详细资料及文件，此通知至少应在船舶租用前两天通知买方，以保证船舶适卸货港。第一批货的有关船舶的所有详细资料及文件应在卖方收到DLC后5个银行工作日内通知买方。8.2 SELLER SHOULD SEND SHIPPING ADVICE AND THE COPY OF ALL DOCUMENTS OF NEGOTIATION BY FAX OR BY EMAIL TO BUYER WITHIN 15 INTERNATIONAL WORKING DAYS AFTER THE DATE OF SHIPMENT.装船后的15个工作日内，卖方以传真或者电子邮件的形式给买方发装船通知和全部的议付文件副本。8.3 THE TANKERS MASTER SHALL ADVISE THE BUYER AND SHIP OWNERS AGENT AT THE PORT OF DISCHARGE THE SHIPS ETA 120 HOURS BEFORE HER ARRIVAL, HER NAME, TONNAGE, FLAG, DRAUGHTS, ON BOARD QUANTITIES, AND ACTUAL TIME OF ARRIVAL 120, 48, 36, 24 AND 12 HOURS BEFORE HER ARRIVAL TO THE DISCHARGE PORT.船长应在到达前120小时，48小时，36小时，24小时，12小时，通知买方及船主在卸货港的代理关于船舶预计到达时间，船舶名称，货物重量等信息。8.4 QUANTITY AND QUALITY ASSESSMENTS, CONDUCTED BY THE APPOINTED SURVEYOR COMPANIES, SHALL COMPLY WITH REVISED ASTM/IP INTERNATIONAL STANDARDS.数量和质量的评定按石油行业一贯的ASTM/IP的国际标准方法和程序。8.5 THE SELLER SHALL BOOK SPACE IN THE SHIPPING COMPANIES WHICH ENJOY GOOD REPUTATION. THE CARRYING VESSEL SHALL HAVE GOOD RECORD OF TRANSPORTATION. ITS SERVICE TIME SHALL NOT BE OVER 15 YEARS, AND ITS FLYING FLAG AND/OR ITS NATIONALITY SHALL BE ACCEPTABLE BY BUYER. IF ITS SERVICE TIME IS OVER 15 YEARS, THE SELLER SHALL TAKE OUT THE INSURANCE AT HIS OWN COST FOR THIS REGARD. THE VESSEL CONSTRUCTION MUST BE DOUBLE-HULL.卖方应向享有信誉的船务公司预定舱位，运货的船只应有良好的运输记录。其服务时间应不超过15年，所悬挂的旗帜或国籍都应是买方所能接受的。如其服务时间超过15年，则应由卖方自付保险费用。船只结构应为双壳船。CLAUSE9: LAYCAN LAYTIME DEMURRAGES 卸货和滞期9.1 LAYCAN9.1.1 SELLER AND BUYER HEREBY GUARANTEE TO DISCHARGE SMOOTHLY AT THE DESTINATION PORT.买卖双方保证货物在卸货港顺利卸货9.1.2 NOTICE OF READINESS (NOR) SHALL BE GIVEN TO THE BUYER AND / OR AGENT, ON SHIPS ARRIVAL AT THE BUYERS DISCHARGE PORT(S) BY THE SHIPS MASTER BY RADIO, CABLE OR BY HAND, AT ANY TIME INCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS.船长应在包括星期六、日和假期的任何时间通过传真、电传或信件的形式通知买方或其代理船舶的装卸准备完成通知。9.1.3 VESSELS EMPLOYED BY SELLER SHALL IN ALL RESPECTS FOLLOW OR MEET THE RULES OF THE UNLOADING PORT WITH RESPECT TO MEASUREMENTS, DRAFT, DEADWEIGHT, DE-BALLASTING, ETC. ON ARRIVING AT THE UNLOAD PORT AFTER RECEIPT OF FREE PRACTICUM, THE SHIP MASTER (OR HIS AGENT) SHALL SEND TO THE BUYER OR BUYERS REPRESENTATIVE A WRITTEN NOTICE OF READINESS (N.O.R.) OF THE VESSEL FOR UNLOADING THE GOODS. LAY TIME WILL COMMENCE 6 (SIX) HOURS AFTER SUCH NOTICE IS GIVEN BY THE MASTER.卖方应完全依照卸货口岸的规定与条件预定船舶。船长在到达卸货口岸前的适当时间，由代理向买方发出到港通知。卸货时间以就绪通知发出6小时后开始起算。9.1.4 IF THE VESSEL CAPACITY EXCEEDS THE CAPABILITY OF UNLOADING AT DISCHARGING PORT,THEN THE SELLER SHALL OBTAIN ADVANCED APPROVAL FROM THE BUYER. THE SELLER AND BUYER WILL EXCHANGE OPINION ABOUT CONSTRAINTS ON BERTH AND TANKERS AS SOON AS POSSIBLE AFTER CONTRACT IS SIGNED.如果油轮超过买方指定港口的卸货能力，必经买方同意。买卖双方应对买方码头及油轮限制尽快交换意见。 9.1.5 VESSEL TO BE ACCEPTED BY BUYER AND SUCH ACCEPTANCE SHALL NOT BE UNREASONABLY WITHHELD. HOWEVER, THE SELLERS CHARTERED VESSEL SHALL COMPLY WITH THE THREE MAJOR OIL COMPANYS REQUIREMENTS AND SHALL BE TOVALOP/PANDI REGISTERED.没有不合理的原因，买方应接受卖方租用的船舶。该船应符合世界大石油公司的要求并在TOVALOP/PANDI注册。9.1.6 BUYER WILL HAVE THE OPTION TO CHANGE HIS DESIGNATED DISCHARGE PORT, PROVIDED THAT WRITTEN NOTICE IS GIVEN TO THE SELLER, OF AT LEAST THIRTY (30) CALENDAR DAYS PRIOR TO THE ESTIMATED SHIPS ARRIVAL AT THE FORMER SCHEDULED NOMINATED DISCHARGE PORT.如果买方需要变更卸货港，应在船舶预计抵达卸货港提前30天提出书面通知。9.2DEMURRAGES 滞期9.2.1 DEMURRAGES AT THE DISCHARGE PORTS 延迟交货罚金IF DEMURRAGES HAVE BEEN CAUSED BY THE BUYERS DISCHARGE TERMINAL (INCLUDING CHINA CIQ), THEN THE RELATIVE EXPENSE SHALL BE BORNE BY THE BUYER. IF THE DEMURRAGES HAVE BEEN CAUSED BY THE SELLER SIDE, THEN THE EXPENSE SHALL BE BORNE BY THE SELLER.如果船舶滞期是由于买方造成的，滞期费由买方承担。如果船舶滞期是由卖方造成的，滞期费则由卖方承担。9.2.2 ACCORDING THE CHARTER PARTY AGREEMENT, IT SHALL BE CALCUATED ON DAILY RATE OF PRO-RATA THEREOF。滞期费应按照每日费用成比例计算，并经买卖双方确认。9.2.3 IF THE VESSEL ARRIVES AT THEDISCHARGE TERMINAL AHEAD OF THE RANGE OF DAYS IN ACCORDANCE WITH CLAUSE 9.1.3, SUCH NOTICE SHALL ONLY BE EFFECTIVE AS FROM 00.01 HOURS ON THE FIRST THREE DAYS, UNLESS THE DISCHARGE TERMINAL BEGINS TO DISCHARGE THE VESSEL BEFORE SUCH TIME. IN THE CASE OF A VESSEL ARRIVING LATER THAN THE RANGE OF DAYS ACCEPTED, THE DISCHARGE TERMINAL WILL USE HIS BEST EFFORTS TO MINIMIZE THE DELAY TO DISCHARGE. HOWEVER, IN SUCH CASES, LAYTIME WILL ONLY START TO COUNT UPON VESSEL BEING ALL FAST IN BERTH.如果油轮提前于条款9.1.3的时间到达卸货港，此通知仅从头三天的00.01生效，除非在此之前卸货港就开始卸货。如果油轮晚于双方接受的时间到达，卸货港应尽全力降低卸货的延迟时间。CLAUSE 10: NON-PERFORMANCE 不履约10.1 PENALTY FOR DELAYED DELIVERY: 对延迟交货的处罚SHOULD THE SELLER FAIL TO MAKE DELIVERY AS STIPULATED IN THE CONTRACT, WITH EXCEPTION OF FORCE MAJEURE CAUSES SPECIFIED IN CLAUSE (11.1) OF THIS CONTRACT, THE BUYER SHALL AGREE TO POSTPONE THE DELIVERY ON CONDITION THAT THE SELLER AGREES TO PAY A PENALTY WHICH SHALL BE DEDUCTED BY THE PAYING BANK FROM THE PAYMENT. THE PENALTY SHALL BE 2% OF THE TOTAL VALUE OF THE GOODS INVOLVED IN THE LATE DELIVERY WITHIN 10 DAYS.如卖方未按合同规定交货，除了本合同第(11.1)条款规定的不可抗力之外，交货延迟在10 天之内，卖方应该赔付货物总值的2%，可以在议付货款时扣除。10.2 IN CASE THE SELLER FAILS TO MAKE DELIVERY ON TIME IT IS INDICATED ON THE PAPER OF THE CONTRACT, THE BUYER SHALL HAVE THE RIGHT TO CANCEL THE CONTRACT. SEE ANNEX B.如果卖方交货期已超过在合约中规定之交货期，买方有权撤消合同。见附件B。10.3 IF BUYER CANNOT SEND ANY EACH SHIPMENT OF PAYMENT BY T/T ON TIME, SELLER RESERVES THE RIGHT TO CANCEL THE CONTRACT IN WHICH BUYER CANNOT TAKE SELLERS PERFORMANCE BOND AS HIS COMPENSATION.如果买方无法准时将任何一船货的货款电汇付给卖方，卖方保留取消此合同的权利，买方不可以卖方的履约保证金作求偿之用。 CLAUSE 11: FORCE MAJEURE 不可抗力11.1 NEITHER THE PARTIES SHALL BE LIABLE FOR FAILURE TO PERFORM THE AGREEMENT CAUSED BY FORCE MAJEURE: SUCH AS ACTS OF GOD, STRIKES, FIRE, FLOODS, WARS, RIOTS, DELAYS OF CARRIERS DUE TO BREAK DOWN OR ADVERSE WEATHER, PERILS OF EMBARGOES, RESTRICTIONS IMPOSED ON BY ANY GOVERNMENTAL AUTHORITY.双方对不可抗力造成的合同无法执行均不负责任，不可抗力包括天灾，罢工、火灾、战争、暴乱、政府禁令等。11.2 A CERTIFICATE ISSUED IN ORIGINAL BY A COMPETENT RECOGNIZED AUTHORITY SHALL BE DEEMED AS SUFFICIENT PROOF FOR THE CLAIM OF FORCE MAJEURE AND FOR ITS DURATION.须有相关的政府证明文件原件，证实不可抗力的产生及其持续时间。CLAUSE 12: DESPUTES AND ARBITRATION 争议及仲裁ALL DISPUTES IN CONNECTION WITH THIS CONTRACT OR THE EXECUTION THEREOF SHALL BE SETTLED FRIENDLY THROUGH NEGOTIATIONS. IN CASE NO SETTLEMENT CAN BE REACHED, THIS CONTRACT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH CHINESE LAW. EACH PARTY EXPRESSLY SUBMITS TO THE JURISDICTION OF CHINA COURT. ANY VERDICT FROM THE COURT WILL BE CONSIDERED FINAL AND BINDING BETWEEN THE PARTIES WITHOUT RECOURSE TO ARBITRATION.THE LOSER WILL BEAR ALL THE ARBITRATION COST.凡与本合同或执行本合同而发生的一切争议，应通过友好协商解决。如果不能解决，则应申请中国仲裁委员会按规定的仲裁程序进行仲裁。仲裁委员会的裁决为最终裁决，对双方有约束力，双方当事人不得向法院或其它机关提出变更的要求。仲裁费用由败诉方承担。CLAUSE 13: CLAIMS 索赔IN THE EVENT THAT SELLER IS LIABLE FOR THE DISCREPANCIES FROM THE RESULT OF INSPECTION AND A CLAIM IS LODGED BY THE BUYER WITHIN TWO MONTHS (60 DAYS) AFTER ARRIVAL OF THE GOODS AT THE DESTINATION. THE SELLER SHALL NOT ACCEPT ANY CLAIM LODGED LATER THAN THE SPECIFIED TIME LIMIT AND THE BUYER SHALL HAVE NO RIGHTS TO RESORT TO ARBITRATION. THE SELLER SHALL SETTLE THE CLAIM AT HIS OPTION IN ONE OF THE FOLLOWING WAYS ACCORDINGLY:如果检验结果出现超出许可的差异责任在于卖方则买方应在货物到达目的地后两个月(60天)内提出索赔。对迟于规定日期的索赔，卖方将不予接受，买方应该无权诉诸仲裁。卖方应选择按以下方式之一解决索赔：(A).AGREE TO THE REJECTION OF THE GOODS, SELLER SHALL REFUND TO THE BUYER THE VALUE IN THE SAME CURRENCY AS CONTRACT.同意买方拒收货物，按合同规定的货币将货款退还给买方。(B).LOWER DOWN THE PRODUCT VALUE ACCORDING TO THE DEGREE OF INFERIORITY, THE EXTENT OF DAMAGE AND THE AMOUNT OF LOSS SUFFERED BY THE BUYER, SELLER HAS TO EVALUTE TO LOW DOWN THE TOTAL AMOUNT OF THE PRODUCTS. THE DEVALUATED AMOUNT SHALL BE AGREED AND ACCEPTED BY BOTH PARTIES. THE CLAIMS MENTIONED ABOVE SHALL BE REGARDED AS BEING ACCEPTED IF THE SELLER FAILS TO REPLY WITHIN THIRTY (30) DAYS AFTER THE SELLER RECEIVES BUYERS CLAIM. THE SELLER SHALL FULLY SETTLE BUYERS CLAIM WITHIN THIRTY (30) DAYS AFTER ACCEPTANCE OF THE CLAIM.根据劣质程度、损坏范围及买方遭受的损失金额卖方应考虑降低货物总额