最详细最规范的进口合同版本.doc

Contract
合 同 书

标的物
Contract No.:
买方合同号：
卖方合同号：

BUYER:
买 方：
SELLER:
卖 方：

Place of Signing: Gongyi, Henan, P.R. China
签订地点： 中国河南省巩义市
Date of Signing: June , 2007

签订日期： 2007年6月 X 日

after amicable consultation agree to authorize their representatives to sign the Contract under the following terms and conditions:
经过友好协商同意授权各自的代表签订以下条款和条件的合同。

CONTENTS
目录
– DEFINITIONS··············································································································5
-定义
– OBJECTIVES OF THE CONTRACT···········································································8
-本合同的标的
– PRICE·························································································································9
-价格
– TERMS OF PAYMENT······························································································10
-付款条件
– DELIVERY AND TERMS OF DELIVERY··································································14
-交货和交货条件
– PACKING AND MARKING························································································18
-包装和装运标记
– TECHNICAL DOCUMENTATION··············································································20
-技术文件
– DESIGN AND DESIGN LIAISON··············································································22
-设计和设计联络
– STANDARDS AND INSPECTION·············································································23
-标准和商检
– INSTALLATION, TEST RUN, COMMISSIONING, PERFORMANCE TEST AND
ACCEPTANCE··········································································································25
-安装、调试、试运行、性能考核和验收
– GUARANTEE AND WARRANTY··············································································29
-保证和担保
– CLAIMS AND LIQUIDATED DAMAGES···································································31
-索赔和赔偿
– FORCE MAJJEURE·································································································33
-不可抗力
– TAXATION················································································································34
-税费

–···········································································································35
-争议解决的办法
–TERMINATION···········································································································36
-终止合同
– SUPPLEMENTARY CONDITIONS AND MISCELLANEOUS····································37
-补充条件及其他
– LIMITATION OF LIABILITY························································································38
-责任限度
– LEGAL ADDRESS AND CONTACT···········································································39
-法定地址和联系人

LIST OF ANNEXES
合同附件

Annex 1 Technical Specification
附件 1 技术规格

Annex 2 Battery Limits & Exclusions
附件 2 界区

Annex 3 Scope of Supply & Price Breakdown
附件 3 供货范围和分项价格

Annex 4 Design Liaison and Training
附件 4 设计联络和培训

Annex 5 Technical Documentation and its Delivery
附件 5 技术文件内容和递交

Annex 6 Standards of Design and Manufacture
附件 6 设计和制造标准

Annex 7 Technical Services, Dispatch of Seller’s Personnel and Training
附件 7 卖方技术人员的技术服务、派遣和培训

Annex 8 Performance Data and Conditions
附件 8 性能指标及条件

Annex 9 Project Schedule
附件 9 项目进度

Annex 10 Spare Parts Lists for Two Year's Operation
附件10 2年生产所需备件清单

Annex 11 Specimens
附件 11 保函格式

CHAPTER 1 DEFINITIONS
第一章 定义

1.1 “Acceptance” means the Buyer accepts the Contract Equipment after it reaches the technical performance and guarantee indices specified in Annex7。
“验收”是指如果性能考核的结果显示合同附件7所规定的各种保证参数都已达到时，买方验收合同设备。

1.2 “The Buyer’s Bank” refers to . (First Class Chinese Bank, later specify)
“买方银行”是指：(国内一流的银行, 随后提供)。

1.3 “Commissioning“ refers to the initial production of the Contract Equipment with raw materials and utilities.
“试车”指合同设备带料及公用设施进行最初生产或运行。

1.4 “Contract Equipment” means the production line, equipment, spare parts, special tools, materials or any part thereof supplied by the Seller including those which shall be incorporated in order to ensure the designed capabilities, details of which are specified in Annex 1, 2 and 3.
“合同设备”是指卖方提供的生产线，设备、备件，专用工具，材料和/或其它材料，包括为保证设计能力的所有组成部分，详细见附件1、2及3的所述。

1.5 “Contract Price” means the price payable to the Seller under the Contract for full and proper performance of contractual obligations, of which are specified in Chapter 3 and 4 of the Contract.
“合同价”系指根据本合同第3和4章的规定,卖方在正确地完全履行合同义务后应支付给卖方的价款。

1.6 “Destination Airport” refers to Xinzheng International Airport.
“目的空港”为：新郑国际机场

1.7 “Effective Date of the Contract” means the date of signing the Contract by both parties.
“合同生效日”系指双方签订合同的日期。

1.8 “Inspection Authorities” refers to the local inspection branch of the China Entry-Exit Inspection and Quarantine Bureau (CIQ) located at / near the Port of Unloading and / or the Job Site.
“检查方”系指中国出入境检验检疫局位于/靠近卸货港口/或工作现场的当地检查部门。

1.9 “Installation“ refers to the erection work including assembly, connecting and placing the parts to its position according to the design drawings of all the Contract Equipment.
“安装”指按照设计图纸将合同设备各部件进行装配，连接和就位等安装工作。

1.10 Job Site” means the place where the Contract Equipment is located, namely Henan Yulian Energy Group Co., Ltd.

“工作现场”系指本合同设备的现场, 也就是河南豫联能源集团有限责任公司/河南中孚实业股份有限公司

1.11 “Performance Test” t” means the test conducted pursuant to Annex 8, in order to examine whether the Contract Equipment have achieved the technical performance and guarantee indices.
“性能考核”指依据本合同附件8，为检验合同设备是否达到所规定的技术性能和保证数据的考核。

1.12 “Port of Shipment” refers to one of the main European Ports:
“装运港”指 主要港口之一。

1.13 “Port of Unloading” refers to Lianyungang port, China.
“卸货港”指 ，中国。

1.14 “Seller’s Bank” refers to XXX BANK
“卖方银行”指 XXX 银行

1.15 “Technical Documentation” means the technical indices, specifications, drawings and documents related to design, inspection, installation, Test Run, Commissioning, Performance Test, operation and maintenance of the Contract Equipment, details of which is specified in Annex4.
“技术文件”系指与设计，检查，安装、调试、试车，性能考核，运行，维护合同设备有关的技术指标，说明，图纸和文件。详见附件4的规定。

1.16 “Technical Service” means the technical instruction, assistance and supervision rendered by the Seller to the Buyer with respect to Installation, Test Run, Commissioning, Performance Test, operation, maintenance and other work related to the Contract Equipment, details are specified in Annex 6.
“技术服务”系指卖方为买方实施的对安装、调试、试车，性能考核，运行，维护和其他与合同设备有关的工作的技术指导，帮助和监督。详见附件6的规定。

1.17 “Technical Training” means the training rendered by the Seller to the Buyer with respect to Installation, Test Run, Commissioning, Performance Test, operation, maintenance and other work related to the Contract Equipment, details of which are specified in Annex 6.
“技术培训”系指卖方为买方实施的对安装、调试、试车、性能考核、运行、维护和其他与合同设备有关的工作的培训。详见附件7的规定。

1.18 “Test Run” means the test to be conducted respectively on the individual equipment and a series of equipment without materials after installation in order to check the mechanical performance of the Contract Equipment.
“测试运行”指安装后为检查合同设备的机械性能而对设备单机或联动运行进行不带料试车。

1.19 “Warranty Period” means a period starting from the date of Acceptance, during which the Seller warrants the proper and stable operation of the Contract Equipment and is responsible for eliminating any defects with respect to the Contract Equipment.
“保证期”指从验收之日起的某一时段，在此期间卖方保证合同设备的适当和稳定的运行，并负责排除合同设备的任何缺陷。

1.20 “Liquidated Damage” means the payments of the Seller for non-fulfillment of his delivery obligations as per Article 5.8 and Article 7.7 and his performance obligations as per Article 12.4 of the Contract.
“损失赔偿”指卖方因未能履行本合同规定的相关内容应支付的款项。

CHAPTER 2 OBJECT OF THE CONTRACT
第2章 合同标的

2.1 The Buyer agrees to buy from the Seller and the Seller agrees to sell the Buyer one Properzi Aluminium CCR Line for E.C. grade and Aluminium Alloys Wire Rod Production model CCR8/2007/A-AA and one Properzi Aluminium CCR Line for E.C. grade Aluminium Wire Rod Production model CCR8/2007/A. The scope of supply includes the Contract Equipment, Technical Documentation and Engineering, Technical Service, Technical Training, Spare Parts and special tools, content of which are specified in Annex 2 to the present Contract.
买方同意从卖方购买且卖方同意向买方销售 。 供货范围包括合同设备，技术文件和工程设计，技术服务，技术培训，备品备件及专用工具，详细内容见本合同附件2的规定。

2.2 Country of Origin and Manufacturer of the Equipment:

设备的原产地和制造商是 公司

CHAPTER 3 PRICE
第3章 价格

3.1 The total Contract Price for the Contract Equipment, Technical Documentation and Engineering, Technical Service, Technical Training amounts to Euro (say: EURO only) CIF Lianyungang Port.
合同设备，技术文件和工程设计，技术服务，技术培训等合同总额为 欧元(say: EURO only) CIF
3.2 The price breakdown is specified in Annex 3.
分项价格见附件3.

3.3 The price specified in Article 3.1 of this Chapter is a firm and fixed price for delivery of Contract Equipment FOB European Port (INCOTERMS 2000) including charges for packing, painting, preservation, protection and Technical Documentation DDU Xinzheng International Airport by DHL.
本章第3.1款所规定的价格为合同设备FOB 港口不变价(INCOTERMS 2000)，包括包装，油漆，防腐，防护和技术文件费用（DDU新郑国际机场，DHL.）

CHAPTER 4 TERMS OF PAYMENT
第4章 付款条件

4.1. All the payments by L/C under this Contract shall be made irrevocable documentary letter of credit (L/C) in EURO opened by the Buyer’s bank to the Seller’s bank in favor of the Seller. The L/C shall be subject to provisions of the Uniform Customs and Practice for Documentary Credits, latest UCP Publication.
所有本合同的信用证付款应用欧元以由买方银行开具的不可撤消的信用证(L/C)的方式以卖方为受益人开到卖方银行。信用证应遵循国际商会证跟单信用证统一惯例，最新UCP出版物.

4.2 In case of any payment by the Seller to the Buyer, the payment shall be made by the Seller to the Buyer's Bank for the Buyer’s account, or deducted by the Buyer from L/C.
如果出现卖方向买方付款情况，卖方应将付汇到买方银行的买方账户或由买方从信用证项下议付款中扣除。

In case of additional payment of service charge according to the Annex 7 by the Buyer to the Seller, the payment shall be made by telegraphic transfer (T/T) by the Buyer to the Seller’s Bank for the Seller’s account.
如果出现根据附件7买方向卖方支付额外服务费情况，买方应将付款以电汇方式付到卖方银行的卖方账户。

4.3 Payment of the price for the Contract:
合同的付款方式：

The total Contract Price specified in Article 3 shall be paid as follows:
第三章中的合同总价按照下述方式支付:

4.3.1 Payment of 10% (ten percent) of the Price of the Contract namely EURO 920,000 shall be paid as advance payment by T/T by the Buyer within seven working days, against presentation of the following document:
合同总价的 %即 作为预付款, 在收到下述文件后7个工作日内通过电汇方式支付.

A. An irrevocable Letter of Guarantee (subject to ICC Publication No. 458) issued by the bank acceptable to the Buyer in favor of the Buyer for advance payment of 10% (ten percent) of the Price of the Contract in one original（via SWIFT）.
由买方可接受的银行开出的以买方为受益人的金额为合同总额的 %不可撤消的预付款银行保函(符合ICC Publication No. 458)正本1份（以SWIFT方式）。

B. Pro forma invoice covering 100% (one hundred percent) of the Price of the Contract in 3 (three) copies;
金额为合同总额的100%的形式发票，3份正本

C.. Sight draft to be drawn on the Buyer, covering 10% (ten percent) of the price of the Contract in 2 (two) copies;
向买方索款的为合同额10%的即期汇票一式两份.

D. Commercial invoice in 3 (three) copies covering 10% (ten percent) of the price of the Contract;
金额为合同总额的10%的商业发票3份正本。

4.3.2. Payment of 90% (ninety percent) of the Price of the Contract namely EURO 8,280,000 shall be paid by an Irrevocable Letter of Credit. Within 30 days after effective date of the contract the Buyer shall open an Irrevocable Letter of Credit by Buyer's Bank in favor of the Seller's bank in EURO for 90% (ninety percent) of the total Contract Price. The Letter of Credit shall remain valid until 31.12.2008. The Seller shall present the required documents to the negotiating bank for the payment in accordance with the stipulations of the Letter of Credit which shall permit payments in the manner and percentage as following indicated in the next Article 4.3.3:
第三章所述合同总价的 %即 以不可撤消的信用证支付。买方应以欧元通过买方
银行在合同生效后的60日内开具给卖方银行 %合同总价的不可撤消信用证。信用证的有效期到 年 月 日。卖方应向议付银行出具信用证所规定的有关文件以便按照以下方式和比例付
款. 具体付款比例参见下面4.3.3的描述.

4.3.3 70% of the contract price, namely EURO shall be paid by the Buyer subject to the following conditions:
合同总价的70%，即EURO 在卖方满足以下条款后支付

A. For the Contract Equipment manufactured/supplied outside P. R. China, full set of
clean onboard ocean bills of lading made out to order and blank endorsed，marked “freight prepaid” in 3 (three) originals, notifying the Buyer;
对在中国以外的制造/提供的合同设备，整套的空白抬头和空白背书的标明运费已付的清洁装船海运提单共3份原件通知方是买方。

B. Commercial invoice in 3 (three) copies, covering 70% (seventy percent)) of this
70% of theprice of the Contract;
金额为合同总额70%的商业发票3份.

C. Sight draft to be drawn on the Buyer, covering 70% ()of the price of the Contract
向买方索取的为合同总额的70%的即期汇票一式两份，

D. Detailed packing list in 1(one) original and 3 (three) copies
1份正本, 3份副本详细装箱单

E. Quality certificate in 3 (three) originals issued by the beneficiary.
由受益人签发的质量证明3份

F. 1 (one) original and 4 (four) copies of Certificate of（此条款不全）
由华盛顿商会出具的产地证明正本1份,副本4份

4.3.4. Payment of10%
合同金额10%，也就是 由买方凭以下文件支付：

A. Commercial invoice in 3 (three) copies, covering10% (seven point five percent) of this 90% of the Price of Contract;
金额为合同金额10%的商业发票3份

B. 1 (one) original of the Acceptance Certificate of the Contract Equipment issued by the Buyer and seller as per Chapter 8 of the Contract.
根据合同第8章由卖买双方签署的合同设备的验收证明原件1份.

C. Sight draft to be drawn on the Buyer in 2 (two) copies, covering 10% (seven point five
percent) of the price of Contract.
向买方索取的为合同金额10%的即期汇票一式两份。

D． Agreement signed by both parties on the liquidated damages if there is any or not.
双方签署的关于赔偿损失或没有赔偿的协议。

4.3.5 Payment of 7.5% (seven point five percent) of this 90% of the Price of the Contract namely: EURO 621,000 shall be paid, by the Buyer, against presentation of the following documents:
合同金额10%，也就是欧元621,000由买方凭以下文件支付

A. Commercial invoice in 3 (three) copies, covering 10% (ten percent) of this 90% of the Price of Contract;
金额为合同金额90%的10%的商业发票3份

B. Sight draft to be drawn on the Buyer in 2 (two) copies, covering 10% (seven point five
percent) of the price of Contract.
向买方索取的为合同金额10%的即期汇票一式两份。

C. Certificate issued by the buyer in one original ,certifying that no any performance or quality problem during the Performance Security period
由买方签发的证明, 证明在性能保证期期间没有任何性能和质量问题.

4.4 The banking charges incurred by the Buyer in China for the execution of the Contract shall be borne by the Buyer and the banking charges incurred inside the Seller’s Country shall be born