国际货物买卖合同书中英文范本中英文详版模板.doc

国际货物买卖协议书中英文范本
SALES CONTRACT
编号: No:
日期: Date:
签约地点: Signed at:

卖方: The Seller:
地址: Address: 邮政编码: Postal Code:
电话: Tel: 传真: fax:
电子邮箱: E-mail:

买方: The Buyer:
地址: Address: 邮政编码: Postal Code:
电话: Tel: 传真: fax:
电子邮箱: E-mail:

买卖双方同意成交下列产品, 签订条款以下: The undersigned Seller and Buyer have agreed to conclude the following transaction on terms and conditions as specified below:
1. 货物名称、 品质规格
COMMODITY SPECIFICATION
2. 包装、 装运唛头
PACKING AND SHIPPING MARK
3. 数量
QUANTITY
4. 单价
UNIT PRICE
5. 总值
TOTAL VALUE

TTL:
TOTAL AMOUNT: SAY US DOLLARS
6. 装运时间: TIME OF SHIPMENT:
装运港: PORT OF SHIPMENT:
目港: PORT OF DESTINATION
7. 付款条件: PAYMENT:
8. 保险: INSURANCE:
□由卖方按发票金额110%保一切险及战争险。买方如要求增加保额或保险范围, 须负担所以增加保险费。
To be covered by the Seller for 110% of the invoice value against All Risks and War Risks. If additional insurance amount or coverage is required, the additional premium is to be borne by the Buyer.
□由买方自理 To be effected by the Buyer.
9. 付款条件Terms of Payment（以下四项任选一项）:
(1)信用证方法: Letter of Credit:
买方应在装运期前/协议生效后＿＿日, 开出以卖方为受益人不可撤销议付信用证, 信用证在装船完成后＿＿日内到期。
The Buyer shall, ______ days prior to the time of shipment /after this Contract comes into effect, open an irrevocable Letter of Credit in favor of the Seller. The Letter of Credit shall expire ____ days after the completion of loading of the shipment as stipulated.
(2) 付款交单: Documents against payment:
货物发运后, 卖方出具以买方为付款人付款跟单汇票, 按即期付款交单（D/P）方法, 经过卖方银行及＿＿＿＿＿银行向买方转交单证, 换取货物。
After shipment, the Seller shall draw a sight bill of exchange on the Buyer and deliver the documents through Sellers bank and ______ Bank to the Buyer against payment, i.e D/P. The Buyer shall effect the payment immediately upon the first presentation of the bill(s) of exchange.
(3) 承兑交单: Documents against Acceptance:
货物发运后, 卖方出具以买方为付款人付款跟单汇票, 付款期限为＿＿＿＿后＿＿日, 按即期承兑交单(D/A＿＿日)方法, 经过卖方银行及＿＿＿＿＿＿银行, 经买方承兑后, 向买方转交单证, 买方在汇票期限到期时支付货款。
After shipment, the Seller shall draw a sight bill of exchange, payable_____ days after the Buyers delivers the document through Seller’s bank and _________Bank to the Buyer against acceptance (D/A ___ days). The Buyer shall make the payment on date of the bill of exchange.
(4) 货到付款: Cash on delivery (COD):
买方在收到货物后＿＿天内将全部货款支付卖方（不适适用于FOB、 CRF、 CIF术语）。
The Buyer shall pay to the Seller total amount within ______ days after the receipt of the goods (This clause is not applied to the Terms of FOB, CFR, CIF).
10. 单据: Documents Required:
卖方应将下列单据提交银行议付/托收:
The Seller shall present the following documents required to the bank for negotiation/collection:
(1) 标明通知收货人/受货代理人全套清洁、 已装船、 空白抬头、 空白背书并注明运费已付/到付海运/联运/陆运提单
Full set of clean on board Ocean/Combined Transportation/Land Bills of Lading and blank endorsed marked freight prepaid/ to collect;
(2) 标有协议编号、 信用证号（信用证支付条件下）及装运唛头商业发票一式＿＿份;
Signed commercial invoice in ______copies indicating Contract No., L/C No. (Terms of L/C) and shipping marks;
(3) 由＿＿＿＿＿＿出具装箱或重量单一式＿＿份;
Packing list/weight memo in ______ copies issued by＿＿;
(4) 由＿＿＿＿＿＿出具质量证实书一式＿＿份;
Certificate of Quality in _______ copies issued by＿＿＿＿;
(5) 由＿＿＿＿＿＿出具数量证实书一式＿＿份;
Certificate of Quantity in ___ copies issued by＿＿＿＿;
(6) 保险单正本一式＿＿份(CIF 交货条件);
Insurance policy/certificate in ___ copies (Terms of CIF);
(7)＿＿＿＿签发产地证一式＿＿份;
Certificate of Origin in ___ copies issued by＿＿＿＿;
(8) 装运通知: Shipping advice:
卖方应在交运后_____小时内以特快专递方法邮寄给买方上述第＿＿项单据副本一式一套
The Seller shall, within ____ hours after shipment effected, send by courier each copy of the above-mentioned documents No. ＿＿.
11. 数量/品质异议: Quantity/Quality Discrepancy:
如出现数量或品质不符, 买方须分别于货物抵港后 天内提出索赔, 品质索赔买方需提供国际公证机构或其她代表性或代理签发检验证书。检验费及证书费由买方负担。
In case of quantity and quality discrepancy, the claim shall be issued by the Buyer within days respectively after the arrival of the goods at port of destination. In case of quality discrepancy the inspection certificate issued by an international surveyor or its agent (or representative) is requested together with the claim by the buyer. All charges and costs of such inspection and certificate shall be borne by the Buyer.
12. 检验: Inspection （以下两项任选一项）:
（1）卖方须在装运前＿＿日委托＿＿＿＿＿＿检验机构对本协议之货物进行检验并出具检验证书, 货到目港后, 由买方委托＿＿＿＿＿＿＿＿检验机构进行检验。
The Seller shall have the goods inspected by ______ days before the shipment and have the Inspection Certificate issued by____. The Buyer may have the goods reinspected by ________ after the goods arrival at the destination.
(2) 发货前, 制造厂应对货物质量、 规格、 性能和数量/重量作精密全方面检验, 出具检验证实书, 并说明检验技术数据和结论。货到目港后, 买方将申请中国商品检验局(以下简称商检局)对货物规格和数量/重量进行检验, 如发觉货物残损或规格、 数量与协议要求不符, 除保险企业或轮船企业责任外, 买方得在货物抵达目港后＿＿日内凭商检局出具检验证书向卖方索赔或拒收该货。在确保期内, 如货物因为设计或制造上缺点而发生损坏或品质和性能与协议要求不符时, 买方将委托中国商检局进行检验。
The manufacturers shall, before delivery, make a precise and comprehensive inspection of the goods with regard to its quality, specifications, performance and quantity/weight, and issue inspection certificates certifying the technical data and conclusion of the inspection. After arrival of the goods at the port of destination, the Buyer shall apply to China Commodity Inspection Bureau (hereinafter referred to as CCIB) for a further inspection as to the specifications and quantity/weight of the goods. If damages of the goods are found, or the specifications and/or quantity are not in conformity with the stipulations in this Contract, except when the responsibilities lies with Insurance Company or Shipping Company, the Buyer shall, within _____ days after arrival of the goods at the port of destination, claim against the Seller, or reject the goods according to the inspection certificate issued by CCIB. In case of damage of the goods incurred due to the design or manufacture defects and/or in case the quality and performance are not in conformity with the Contract, the Buyer shall, during the guarantee period, request CCIB to make a survey.
13. 索赔: Claim:
买方凭其委托检验机构出具检验证实书向卖方提出索赔（包含换货）, 由此引发全部费用应由卖方负担。若卖方收到上述索赔后______天未予回复, 则认为卖方已接收买方索赔。
The buyer shall make a claim against the Seller (including replacement of the goods) by the further inspection certificate and all the expenses incurred therefrom shall be borne by the Seller. The claims mentioned above shall be regarded as being accepted if the Seller fail to reply within ______days after the Seller received the Buyer's claim.
14. 迟交货与罚款: Late delivery and Penalty:
除协议第21条不可抗力原因外, 如卖方不能按协议要求时间交货, 买方应同意在卖方支付罚款条件下延期交货。罚款可由议付银行在议付货款时扣除, 罚款率按每＿＿天收＿＿%, 不足＿＿天时以＿＿天计算。但罚款不得超出迟交货物总价____%。如卖方延期交货超出协议要求＿＿天时, 买方有权撤销协议, 此时, 卖方仍应不拖延地按上述要求向买方支付罚款。
买方有权对所以遭受其它损失向卖方提出索赔。
Should the Seller fail to make delivery on time as stipulated in the Contract, with the exception of Force Majeure causes specified in Clause 21 of this Contract, the Buyer shall agree to postpone the delivery on the condition that the Seller agree to pay a penalty which shall be deducted by the paying bank from the payment under negotiation. The rate of penalty is charged at______% for every ______ days, odd days less than _____days should be counted as ______ days. But the penalty, however, shall not exceed_______% of the total value of the goods involved in the delayed delivery. In case the Seller fail to make delivery ______ days later than the time of shipment stipulated in the Contract, the Buyer shall have the right to cancel the Contract and the Seller, in spite of the cancellation, shall nevertheless pay the aforesaid penalty to the Buyer without delay.
The buyer shall have the right to lodge a claim against the Seller for the losses sustained if any.
15. 不可抗力: Force Majeure:
凡在制造或装船运输过程中, 因不可抗力致使卖方不能或推迟交货时, 卖方不负责任。在发生上述情况时, 卖方应立刻通知买方, 并在＿＿天内, 给买方特快专递一份由当地民间商会签发事故证实书。在此情况下, 卖方仍有责任采取一切必需方法加紧交货。如事故延续＿＿天以上, 买方有权撤销协议。
The Seller shall not be responsible for the delay of shipment or non-delivery of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Seller shall advise the Buyer immediately of the occurrence mentioned above and within_____ days thereafter the Seller shall send a notice by courier to the Buyer for their acceptance of a certificate of the accident issued by the local chamber of commerce under whose jurisdiction the accident occurs as evidence thereof. Under such circumstances the Seller, 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 _____ days the Buyer shall have the right to cancel the Contract.
16. 协议终止: Termination of Contract:
在下述情况下卖方能够终止本协议, 而且其享受其她权利和法律救助不应受到影响:
The Seller may terminate this Contract without prejudice to the Seller`s any other right or remedies in the event that:
（1）买方未能严格依据本协议或者买卖双方签订其她协议中要求条款支付其欠付卖方款项; 或者
The Buyer fails to pay money owing to the Seller in strict accordance with the terms set forth hereof or any other agreement entered into between the Buyer and the Seller; or
（2）买方资不抵债或者被判定破产或者要求买方清算申请书已经或者将要提交; 或者
The Buyer becomes insolvent or be adjudged bankrupt or where a petition to wind up buyer is to be or has been presented; or
（3）假如卖方已经同意在赊销条件向买方提供货物, 买方已经超出了赊销期限; 或
Where the Seller has agreed to supply the Buyer with goods on credit and the Buyer has exceeded that credit limit fixed by the Seller; or
（4）买方拒绝接收依据本协议要求交付产品。
The Buyer refuses to accept products delivered under the terms hereunder.
不管何等原因假如买方终止本协议, 不管全部还是部分, 终止通知必需以书面方法发送给卖方。据此卖方应停止工作而且买方应向卖方支付在终止之前全部卖方已经制造、 修改或订购而且符合协议要求货物在本协议项下要求价款。该等货物应交付给买方。
If the Buyer shall for any reason terminate this Contract in whole or in part, the notice of termination must be given in writing to the Seller. The Seller shall thereupon cease work and the Buyer shall pay the Seller the price provided in the Contract for all goods which have been manufactured, modified or ordered by the Seller prior to the termination and which conform to the provisions of the Contract. Such goods shall be delivered to the Buyer.
17. 争议处理: Disputes Resolution:
“凡因本协议引发或与本协议相关任何争议, 均应提交中国国际经济贸易仲裁委员会浙江分会, 根据申请仲裁时该会现行有效仲裁规则进行仲裁。仲裁裁决是终局, 对双方都有约束力。”
Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission (CIETAC) Zhejiang Sub-Commission for arbitration which shall be conducted in accordance with the CIETAC's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.
18. 通知:Notices:
全部通知用＿＿＿＿文写成, 并根据以下地址用传真/电子邮件/快件送达给各方。假如地址有变更, 一方应在变更后＿＿日内书面通知另一方。
All notice shall be written in _____ and served to both parties by fax/courier according to the following addresses. If any changes of the addresses occur, one party shall inform the other party of the change of address within ____days after the change.
19. 本协议使用FOB、 CFR、 CIF术语系依据国际商会《国际贸易术语解释通则》。
The terms FOB、 CFR、 CIF in the Contract are based on INCOTERMS of the International Chamber of Commerce.
20. 附加条款: Additional clause:
本协议上述条款与本附加条款抵触时, 以本附加条款为准。
Conflicts between Contract clause hereabove and this additional clause, if any, it is subject to this additional clause.
21. 本协议用中英文两种文字写成, 两种文字含有相同效力。本协议共＿＿份, 自双方代表签字（盖章）之日起生效。
This Contract is executed in two counterparts each in Chinese and English, each of which shall deemed equally authentic. This Contract is in ______ copies, effective since being signed/sealed by both parties.

买方(签章) 卖方(签章)
The Seller:（Signature） The buyer: （Signature）