英文外贸合同格式.doc

CONTRACT
合同
合同号
日期
地址
The Buyer（买方）

The Seller （卖方）

This Contract is made and between the Buyer and the Seller, whereby the Buyer agrees to buy and the seller agrees to sell the under-mentioned commodity according to the terms and conditions stipulated below:

1. COMMODITY, SPECIFICATIONS, QUANTITY AND UNIT PRICE （品名、规格、数量、单价）

TOTAL VALUE (总价)：

2. COUNTRY OF ORIGIN AND MANUFACTURERS:（原产地及制造厂家）

3. PACKING（包装）:
To be packed in new strong wooden case(s) or in carton(s) suitable for long distance ocean/air freight/parcel post transportation and well protected against dampness, moisture, shock, rust and numerous handling. The Seller shall be liable for any rust, damage and loss attributable to inadequate or improper protective measures taken by the Seller in regard to the packing.

4. SHIPPING MARK（唛头）:
On the surface of each package, the package number, measurement, gross weight, net weight and the wordings ”HANDLE WITH CARE”, “RIGHT SIDE UP”, “KEEP DRY”, the hoisting position and the following shipping mark shall be stenciled with fadeless paint.

5. TIME OF SHIPMENT（装运期）:
6. PORT OF SHIPMENT（装运期）:
7. PORT OF DESTINATION（目的港）:
8. INSURANCE（保险）:
9. PAYMENT（支付）:
(1) In case by L/C: The Buyer, upon receipt from the Seller of the shipping advice specified in Clause 11 hereof, shall open an irrevocable Letter of Credit days prior to the date of delivery, in favour of the Seller, for an amount equivalent to the total value of the shipment. The Credit shall be payable against the presentation of the draft(s) drawn on the opening bank and the shipping documents specified in Clause 10 hereof. The Letter of Credit shall be valid until the 15th day after the shipment is effected.
(2) In case by Collection: After shipment, the Seller may draw on the Buyer at sight and send the draft(s) together with the shipping documents specified in Clause 10 hereof, to the Buyer through the Seller’s Bankers and the Bank of China, Beijing for collection.
(3) In case by M/T or T/T: Payment shall be effected not later than two weeks after receipt of the shipping documents specified under Clause 10 of this Contract.

10. DOCUMENTS:（单证）
(1) The Seller shall present the following documents to the paying bank for negotiation:
(a) In case of sea-freight:
Full set of clean on board ocean bills of lading marked “Freight to Collect”/”Freight Prepaid”, made out to order, blank endorsed, notifying China National Foreign Trade Transportation Corporation at the port of destination.
In case of air-freight:
One copy of airway bill marked “Freight to Collect”/”Freight Prepaid” and consigned to the China National Foreign Trade Transportation Corporation at the airport of destination notifying the Buyer.
In case of air parcel post:
One copy of air parcel post receipt addressed to the Buyer.
(b) Five copies of Invoice, 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 the relative contract.
(c) Five copies of Packing List with indication of shipping weight, number and date of corresponding invoice.
(d) Two copies of Certificate of Quality and Quantity issued by the manufacturer as specified in Item (1) of Clause 15.
(e) A copy of cable or telex to the Buyer, advising shipment immediately when it is made.
(2) The Seller shall send together with the shipment one copy each of the above-mentioned documents, with the exception of Item (e) of this Clause, to the China National Foreign Trade Transportation Corporation at the port of destination.

11. TERMS OF SHIPMENT:（装运条款）
In case of FOB Terms:
(1) The Seller shall, 40 days before the date of shipment stipulated in the Contract, advise the Buyer by cable or telex of the Contract No, Commodity, quantity, value, number of package, gross weight, measurement and date of readiness at the port of shipment for the Buyer to book shipping space. Should any package reach or exceed 20 tons in weight, 10 meters in length, 3.4 meters in width and 3 meters in height, the Seller shall provide the Buyer with 5 copies of packing drawing indicating the detailed measurement and weight 50 days before dispatch of the goods so as to enable the Buyer to arrange transportation.
(2) Booking of shipping space shall be attended to by the Buyer’s Shipping Agents, China National Chartering Corporation, Beijing, China.
(3) The Buyer shall, 10 days before the estimated date of arrival of the vessel at the port of shipment, notify the Seller of the name of vessel, estimated date of loading and Contract No. for the Seller to arrange shipment. The Seller is requested to get in close contact with the shipping agents. When it becomes necessary to change the carrying vessel or in the event of her arrival having to be advanced or delayed, the Buyer or the Shipping Agents shall advise the Seller in time.
Should the vessel fail to arrive at the port of loading within 30 days after the arrival date advised by the Buyer, the Buyer shall bear the storage and insurance expenses incurred from the 31st day.
(4) The Seller shall be liable for any dead freight or demurrage, should it happen that they have failed to have the commodity ready for loading after the carrying vessel has arrived at the port of shipment on time.
(5) The Seller shall bear all expenses, risks of the commodity before it passes over the vessel’s rail and is released from the tackle. After it has passed over the vessel’s rail and been released from the tackle, all expenses of the commodity shall be for the Buyer’s account.
In case of C&F Terms;
(1) The Seller shall ship the goods within the shipment time from the port of shipment to the port of destination. Transhipment is not allowed. The contracted goods shall not be carried by a vessel flying the flag of the country which the Buyer can not accept.
(2) In case the goods are to be dispatched by air parcel post/airfreight, the Seller shall, 30 days before the time of delivery as stipulated in Clause 5, inform the Buyer by cable or telex of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The Seller shall, immediately after dispatch of the goods, advise the Buyer by cable or telex of the Contract No, commodity, invoiced value and date of dispatch for the Buyer to arrange insurance in time.

12. SHIPPING ADVICE（装船通知）
The Seller, immediately upon the completion of the loading of the commodity, shall notify by cable or telex the Buyer of the Contract No, name of commodity, quantity, gross weight, invoiced value, name of the carrying vessel and date of sailing. If the weight of any package is above 9 metric tons, the width over 3400 mm or the height on both sides over 2350mm, the Seller shall advise the Buyer of the weight and measurement of each package. In case the Buyer fails to arrange insurance in time due to the Seller’s not having advised in time, all the losses shall be borne by the Seller.

13. TECHNICAL DOCUMENTS:（技术资料）
(1) One complete set of the following technical documents written in English shall be packed and dispatched together with each consignment.
(a) Foundation drawings.
(b) Wiring instructions, diagrams of electrical connections and/or pneumatic/hydraulic connections.
(c) Manufacturing drawing of easily worn parts and instructions.
(d) Spare parts catalogues.
(e) Quality Certificate as stipulated in Item (1) of Clause 15.
(f) Erection, operation, maintenance instruction books.
(2) The Seller shall in addition send to the Buyer by airmail the respective technical documents as stipulated in paragraphs (a), (b), (c), (d), and (f) Item (1) of this Clause within months after signing this Contract

14. GUARANTEE OF QUALITY:（质量担保）
The Seller shall guarantee that the commodity is made of the best materials, with first class workmanship, brand new, unused and complies in all respects with the quality, specifications and performance as stipulated in this Contract. The Seller shall guarantee that the goods, when correctly mounted and properly operated and maintained, shall give satisfactory performance for a period of months counting from the date on which the commodity arrives at the site of the end user.

15. INSPECTION:（检验）
(1) The manufacturers shall, before making delivery, make a precise and comprehensive inspection of the goods as regards the quality, specifications, performance and quantity/weight and issue certificates certifying that the goods are in conformity with the stipulations of this Contract. The certificate shall form an integral part of the documents to be presented to the paying bank for negotiation of payment but shall not be considered as final in respect of quality, specifications, performance and quantity/weight. Particulars and results of the test carried out by the manufacturer must be shown in a statement which has to be attached to the Quality Certificate.
(2) After arrival of the goods at the port of destination, the Buyer shall apply to the China Commodity Inspection Bureau (here-in-after called the Bureau) for a preliminary inspection in respect of the quality, specification and quantity/weight of the goods and a Survey Report shall be issued therefore. If discrepancies are found by the Bureau regarding specifications or the quantity or both, except where the responsibilities lie with insurance company or shipping company, the Buyer shall, within 90 days after arrival of the goods at the port of destination, has the right to reject the goods or to claim against the Seller.
(3) Should the goods prove defective within the guarantee period stipulated in Clause 14 for any reason, including latent defect or the use of unsuitable materials, the Buyer shall arrange for a survey to be carried out by the Bureau, and have the right to claim against the Seller on the Survey Report.
16 CLAIMS:（索赔）
(1) In case that the Seller is liable for the discrepancies and a claim is lodged by the Buyer within the time-limit of inspection and quality guarantee period as stipulated in Clauses 14 and 15 of this Contract, the Seller shall settle the claim upon the agreement of the Buyer in one or the combination of the following ways:
(a) Agree to the rejection of the goods and refund to the Buyer the value of the goods so rejected in the same currency as contracted herein, and to bear all direct losses and expenses in connection therewith including interest accrued, banking charges, freight, insurance premium, inspection charges, storage, stevedore charges and all other necessary expenses required for the custody and protection of the rejected goods.
(b) Devalue the goods according to the degree of inferiority, extent of damage and amount of losses suffered by the Buyer.
(c) Replace new parts which conform to the specifications, quality and performance as stipulated in this Contract, and bear all the expenses and direct losses sustained by the Buyer. The Seller shall, at the same time, guarantee the quality of the replaced parts for a further period according to Clause 14 of this Contract.
(2) The claims mentioned above shall be regarded as being accepted if the Seller fails to reply within 30 days after the Seller receives the Buyer’s claim.

17. FORCE MAJEURE:（不可抗力）
The Seller shall not be 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 in the course of transit. The Seller shall advise the Buyer immediately of the occurrence mentioned above and within fourteen days thereafter, the Seller 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. Under such circumstances the Seller, however, is still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than ten weeks, the Buyer shall have the right to cancel the Contract.

18. LATE DELIVERY AND PENALTY:（迟交与罚款）
Should the Seller fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 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 under negotiation. The penalty, however, shall not exceed 5% of the total value 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 Seller fails to make delivery ten weeks 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 still pay the aforesaid penalty to the Buyer without delay.

19. ARBITRATION:（仲裁）
All disputes in connection with this Contract or the execution thereof shall be settled through friendly negotiations. Where no settlement can be reached, the disputes shall be submitted for arbitration. The arbitration. The arbitration shall take place in Stockholm, Sweden. Each party shall appoint an arbitrator within 30 days after receipt of notification from the opposite party and the two arbitrators thus appointed shall jointly nominate a third person as umpire to form an Arbitration Committee. The said umpire shall be confined to the citizen of Swedish nationality. The decision of the Arbitration Committee shall be accepted as final and binding upon both parties; neither party shall seek recourse to a law court or other authorities to appeal for revision of the decision. Arbitration expenses shall be borne by the losing party.

20. BANKING CHARGES:（银行费用）
All the banking charges incurred in China shall be borne by the Buyer while all the banking charges incurred outside China shall be borne by the Seller.

21. SUPPLEMENTARY CONDITION:（补充条款）

This Contract is made in two original copies. one copy to be held by each party in witness thereof.

The Buyer: The Seller: