进出口三方合同样本.doc

合 同 CONTRACT編 號 No: 時 間 Date: 地 點 At: 賣 方 The Sellers: 買 方 The Buyers: 最終用戶 The End-user:茲經買賣雙方及最終用戶同意, 由最終用戶委託買方購進, 賣方出售下列貨物, 並按下列條款簽訂本合同。This Contract is made by and among the Buyers, the end-user and the Sellers; whereby the Buyers, entrusted by the end-user, agree to buy and the Sellers agree to sell the undermentioned commodity according to the terms and conditions stipulated below:1.序號No.商品名稱、 規格Commodity, Specifications數 量Quantity單 價 Unit Price總 價Total Amount總值：SAY US DOLLARS CIF ONLYTotal Value : 2. 生產國別或製造廠商 Place of Origin and Manufacturers: 3.裝運港口:Port of Shipment:4.目的港口:Port of Destination:5.裝運期限:Time of shipment:6.保險：Insurance:Covering 110% value of contract by the seller賣方負責合同總價110%的保險7. 付款方式:Payment:100% BY T/T 8裝箱標誌: 賣方應在每件商品包裝上用不褪色油墨標明件號、毛重、淨重、尺碼和如下字樣: “切勿受潮”、“小心輕放”、“此端向上”等, 以及嘜頭。 Shipping Mark: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurement and the wordings: “KEEP AWAY FROM MOISTURE”, “HANDLE WITH CARE”, “THIS SIDE UP”, etc., and the shipping mark: 9. 單 據 Documents:(1) 海 運 In case of sea-freight:全套清潔海運提單, 並注明“運費預付”,合同號、裝運標記，作成空白背書，並加注買方。One full set of clean on board ocean bills of lading marked “freight prepaid ”, Contract No. And shipping mark made out to order , blank endorsed.(2) 發票五份, 注明合同號和嘜頭(如有一個以上嘜頭, 應分別出具發票)及合同中其他細節。 Invoice in 5 copies indicating contract number and shipping mark ( in case of more than one shipping mark, the invoice shall be issued separately), made out in details as per relative contract.(3) 兩份由製造廠商出具的裝箱單Packing list in 2 copies issued by the Manufacturers.(4) 製造廠商出具的品質和數量證明Certificate of Quality and Quantity issued by the Manufacturers.(5) 裝運後給買方發送的裝運通知傳真副本Copy of cable/letter to the Buyers advising particulars of shipment immediately after shipment is made.(6) 非木質包裝證明(如為非木箱包裝) 或IPPC證明。 Certificate of non-wooden packing if packing is noon-wooden case or the certificate of IPPC. (7) 保險單正本副本各1份，注明投保一切險，並注明貨物到達後如發現殘損情況須向到貨口岸的中國商品檢驗局申請檢驗Insurance certificate, covering all risks and indicating In the event of loss or damage, request for inspection by China Commodity Inspection Bureau of the port upon arrival of the cargo at the port of destination . 1 originals and 1 copy.(8) 產地證明正本副本各1份Certificate of Origin; 1 originals and 1 copy。裝運後3 個工作日內，賣方應用快郵寄出前述單據一套（第5項除外）直接寄給買方The Sellers shall, within 3 days after shipment, send by airmail one extra set of the aforesaid documents (except item 5), directly to the Buyers.10. 交貨通知 Shipping Advice: 賣方在交貨後, 即將合同號、品名、件數、毛/淨重、發票金額及船名和發貨日期用傳真通知買方。The Sellers shall, immediately upon the completion of the loading of the goods , advice by fax the Buyers of the Contract No., commodity, quantity, gross and net weight, invoice value, name of vessel and date of sailing etc.11. 品質保證 Guarantee of Quality: 賣方保證本合同項下的商品是用最好的材料並由一流的加工工藝製造的、嶄新的、未使用過的, 並且符合本合同規定的品質和規格。質保期自設備最終驗收合格之日起十二個月。The Sellers guarantee that the commodity hereof is made of the best materials with first class workmanship, brand new and unused, and complies in all respects with the quality and specification stipulated in this Contract. The guarantee period shall be 12 months counting from the date on which the Final Acceptance Certificate has been signed by the Enduser and the Seller.12. 索 賠 Claims: 如商品品質、規格或數量與本合同的規定不符, 並且此不符不應由保險公司或承運人負責, 則買方有權在商品到達目的港九十天內, 憑中華人民共和國國家進出口商品檢驗局出具的商檢證書, 向賣方索賠或要求更換新的商品, 並且所有費用(如商檢費、返修件和更換件的運費、保險費、倉儲費以及裝卸費等)由賣方承擔。關於品質, 賣方應保證: 在貨物抵達目的港後十二個月內, 如出現使用過程中因品質不良、工藝低劣或採用劣質材料而導致的殘損, 買方應立即用書面方式通知賣方並提交一份附由中華人民共和國國家進出口商品檢驗局出具的商檢證書的索賠函。以上證書應被視為索賠依據。根據買方的索賠函, 賣方應負責立即排除商品殘缺, 部分或全部更換商品或按照殘損狀況進行降價處理。 如有必要, 買方可自行消除殘損, 費用由賣方承擔。 如賣方在收到上述索賠函後一個月內仍未作答復, 此項索賠要求可被視作已為賣方接受。Within 90 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers shall, on the strength of the Inspection Certificate issued by the Jiangsu Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses ( such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges, etc. ) shall be borne by the Sellers. As regards quality, the Sellers shall guarantee that if within 12 months from the date of arrival of the goods at destination, damages occur in the course of operation by reason of inferior quality, bad workmanship or the use of inferior materials, the Buyers shall immediately notify the Sellers in writing and put forward a claim supported by inspection Certificate issued by the Jiangsu Commodity Inspection Bureau.The Certificate issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers claim shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). If necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers expenses. If the Sellers fail to answer the Buyers within one month after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.13. 不可抗力 Force Majeure: 無論在商品製造或裝運或轉運期間, 如有不可抗力事件發生, 賣方將不對由此而導致的逾期或不能交貨負責。但此時, 賣方應立即將不可抗力事件通知買方, 並於通知後十四天內以傳真方式向買方提供一份由不可抗力事件發生地權威機構出具的不可抗力事件證明。賣方不能取得出口許可證不得作為不可抗力。在這種情況下, 賣方仍有義務竭盡全力儘快交貨。如不可抗力事件持續超過十周, 買方有權撤銷合同。The Sellers shall not be hold responsible for the delay in shipment or non-delivery of the goods due to Force Majeure, which might occur during the process of manufacturing or the course of loading or transit. The Sellers shall advice Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by air mail to the Buyers for their acceptance a certificate of the accident issued by the Competent Government Authorities where the accident occurs as evidence thereof. Sellers inability in obtaining export license shall not be considered as Force Majeure.Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have right to cancel the Contract. 14. 延遲發貨與罰款 Late Delivery and Penalty: 除本合同規定的不可抗力外, 若賣方不能按合同規定及時交貨, 經買方同意,賣方可在繳納罰金的條件下延期交貨, 罰金將在議付時由付款銀行從貨款中扣減。罰金不得超過遲發貨物價值總額的5%。罰款率為每七天0.5%, 不足七天的按七天計算。如果賣方在合同規定的裝運期後十周仍未能發貨, 買方有權撤銷該部份合同。但不管合同撤銷與否, 賣方應及時支付前述罰金。Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in the above clause, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment under negotiation. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of Penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers shall have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay.15. 仲 裁 Arbitration: 一切因執行本合同或與本合同有關的爭執, 應由雙方友好協商解決。 如經協商仍未能達成協議, 則應提交中國國際經濟貿易仲裁委員會裁決。 按照申請仲裁時該會現行有效的仲裁規則, 由申訴一方選擇該會在北京或由該會深圳分會在深圳或由該會上海分會在上海進行仲裁。仲裁委員會的裁決為終局裁決, 對雙方均有約束力。仲裁費用除仲裁委另有決定外, 應由敗訴一方負擔。All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted to China International Economic and Trade Arbitration Commission for arbitration which shall be conducted by the Commission in Beijing or by its Shenzhen Sub-Commission in Shenzhen or by its Shanghai Sub-Commission in Shanghai at the Claimants option in accordance with the Commissions arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties; Both parties shall not seek recourse to a law court or other authorities to appeal for revision of the decision. The arbitration fees shall be borne by the losing party unless otherwise awarded by the Commission.16.本合同自簽字之日起生效，正本一式三份，買、賣雙方，最終用戶各持一份。合同的中英文本具有同等法律效力。This contract is made in Chinese/English, which has the same validity, and come into effect from the signing date. Two original ones of this contract will be held by the Buyers and the Sellers.買方The Buyer： 賣方 The Sellers: 最終用戶 The End-user: *第 4 頁