英文合同经典条款模板.docx

英文协议经典条款
1. 兹经买卖双方同意根据以下条款由买方购进, 卖方售出以下商品:
This contract is made by and between the Buyers and the Sellers, whereby the Buyers agree to buy and the Sellers agree to sell the goods referenced hereunder subject to the terms and conditions as stipulated hereinafter:
2. 索赔:在货到目地口岸45天内如发觉货物品质、 规格和数量与协议不符, 除属保险企业或船方责任外, 买方有权凭中国商检出具检验证书或相关文件向卖方索赔。
Claims: within 45 days after the arrival of the goods at the destination, should the quality, specifications 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, have the right on the strength of the inspection certificate issued by the C.C.I.C and the relative documents to claim compensation from the Sellers.
3. 不可抗力: 因为不可抗力缘由发生在制造、 装载或运输过程中造成卖方延期交货或不能交货者, 卖方可免去责任; 在不可抗力发生后, 卖方须立刻电告买方及在14天内以空邮方法向买方提供事故发生证实文件; 在上述情况下, 卖方仍须负责采取方法立刻发货。
Force Majeure: The Sellers shall not held responsible for any 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 loading or transit. The sellers shall advise the Buyers forthwith of the occurrence mentioned above within fourteen days thereafter. The Sellers shall send by airmail to the Buyers for their acceptance certificate of the accident. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods.
4. 不可抗力: 本协议内所述全部或部分货物, 如因不可抗力原因, 以致不能履约或不得不延期交货, 卖方概不负责。
Force Majeure: The Seller shall not be held liable for failure delay delivery of the entire lot or a portion of the commodity under this Contract in consequence of and force majeure.
5. 仲裁: 凡相关实施协议所发生一切争议应经过友好协商处理, 如协商不能处理, 则将分歧提交中国国际贸易促进委员会按相关仲裁程序进行仲裁, 仲裁将是终局, 双方均受其约束, 仲裁费用由败诉方负担。
Arbitration: All disputes in connection with the execution of this Contract shall be settled through friendly negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Arbitration Commission of the China Council for the Promotion of International Trade in accordance with the Provisional Rules of Promulgated by the said Arbitration Commission. The Arbitration Committee shall be final and binding upon both parties, and the arbitration fee shall be borne by the losing party.
6. 仲裁: 在推行本协议中所发生或者与协议相关一切争吵, 由双方协商处理。假如协商后仍不能处理时, 得提请仲裁。仲裁在中国进行, 由中国国际经济贸易仲裁委员会依据该仲裁委员会仲裁程序规则进行仲裁。仲裁裁决为最终决定, 对买卖双方都有约束力。除该仲裁委员会另有决定外, 仲裁费用由败诉一方负担。
Arbitration: Any and all disputes arising from or in connection with the performance of the Contract shall be settled through negotiation by both parties, failing which they shall be submitted for arbitration. The arbitration shall take place in China and shall be conducted by China International Economic and Trade Arbitration Commission in accordance with the rules of procedures of the said commission. The arbitration award shall be final and binding upon both Buyer and Seller. Unless otherwise awarded by the said arbitration commission, the arbitration fees shall be borne by the losing party.
7. 卖方交货义务以在上述交货日期前收到买方按第九条要求开出信用证或预付款为条件。如按协议条款运输工具由买方选订, 卖方将在上述日期将货物备好。
However, the seller’s obligation to deliver is conditional upon receipt from the Buyer of a letter of credit or advance payment in accordance with Clause 9 of this Contract days before the time of delivery stipulated hereof. If a carrier is selected and booked by the Buyer itself in accordance with the terms of this Contract, the Seller will have the commodity ready for shipment by such time of delivery.
8. 付款条件: 凭以卖方为受益人、 100%保兑、 不可撤销、 无追索权、 能够转运及分批发运即期信用证, 议付期至装运日期后第15天在中国到期。买方在信用证上请填注本协议号码, 货物名称要按本协议要求确定。
Payment: By 100% confirmed, irrevocable, without recourse L/C, in favor of the Seller, available by sight draft, allowing transshipment and partial shipments, valid for negotiation in China until the 15th day after the date of shipment. The Buyer is requested always to quote in the L/C the number of this Contract and the names of the commodity in accordance herewith.
9. 保险: 根据中国人民保险企业保险条款, 按发票金额110%投保但不包含罢工、 暴乱和民变险, 保至目口岸为止。如买方要增加保额或保险范围, 应于装运前经卖方同意, 所以而增加保险费由买方负责。
Insurance: For 110% of invoice value, up to the port of destination, as per the insurance clauses of the People’s Insurance Company of China, excluding SRCC Risks. If additional insurance amount or coverage in required, the Buyer shall have the consent of the Seller before shipment, and the additional premium thus incurred shall be borne by the Buyer.
10. 包装: 全部在本协议项下出售货物将以卖方认为适合于第五条要求运输方法包装材料包装。假如对包装有其她要求, 买方应取得卖方同意并负担由此而增加一切额外费用。
Packing: All the commodities sold thereunder will be packed with packing materials deemed by the Seller suitable for the mode of transportation stipulated in Clause 5 hereof. If additional requirement for packing is needed, the Buyer shall have the consent of the Seller and bear all the extra charges thus incurred.
11. 单据: 卖方只向买方提供下列单据:
a)海运时, 海运提单; 空运时, 空运提单; 铁路运输时, 货物承运单据。
b)商业发票。
c)装箱单。
d)当支付条款为CIF时, 保险单或保险凭下。
倘若需要其她单据, 如产地证、 领事发票等, 卖方能够依据要求提供, 但费用由买方负担。

Documents: The Seller will only provide the Buyer with the following documents for payment:
a) Ocean bill of lading in case of shipment by sea or airway bill in case of shipment by air or cargo receipt in case of shipment by rail.
b) Commercial invoice.
c) Packing list.
d) Insurance policy/certificate in case of CIF terms.
If and additional document, such as certificate of origin, consular invoice, etc.is required, the seller may provide as requested for the Buyer’s account.
12. 风险: 货物风险在以下时候转移至买方:
a) 海运时在其超出航舷, 摘下挂钩时;
b) 空运时在其已交空运承运人或代理人保管时;
c) 铁路运输在其已交铁路保管时。
Risk of Loss: the risk of the commodity shall transfer to the Buyer:
a) when it has passed over the ship’s rail of the vessel and been released from tackle in case of shipment by sea;
b) when it has been delivered into the custody of the air carrier or agent in case of shipment by air;
c) when it has been delivered into the custody of the railway in case of shipment by rail.
13. 品质∕数量异议: 如买方提出异议, 凡属品质异议应于货到目地口岸之日起90天内提出, 凡属数量异议应于货到目口岸之日起15天内提出, 过期不予受理。对所装货物所提任何异议属于保险企业、 其她相关运输机构或邮递机构所负责者, 卖方不负任何责任。理赔只限于卖方在收到买方所在地声誉良好商检机构或商会出具商品抽样检验汇报, 证实货物与协议不符后, 对品质不符货物按一比一更换或根据货物疵劣程序和损坏范围将货物降价, 对数量不符货物给予补足。不管哪种情况下, 卖方均不对货物可销售性或适用性负责, 也不对任何损失赔偿负责, 包含但不仅限于直接、 间接、 附带损失。如买方不能在协议约定时限内将信用证开到或将预付款汇到, 或者开来信用证不符合协议约定, 而且在接到卖方通知后, 不能按期办妥改证, 卖方有权解除协议或延期交货, 并有权提出索赔。
Quality/Quantity Discrepancy: in case of quality discrepancy, claims shall be filed by the Buyer within 90 days after the arrival of the commodity at the port of destination, while for quantity discrepancy, claims shall be filed by the Buyer within 15 days after the arrival of the commodity at the port of destination. Otherwise no claims will be accepted. It is understood that the Sellers shall not be liable for any discrepancy of the commodity shipped due to causes for which the insurance company, other transportation organization or post office is liable. The settlement of such claims is restricted to replacement of the non-conforming commodity on a one-to-one basis or devaluation of the commodity according to the degree to inferiority and extent of damage in case of quality discrepancy or supply for the shortage in case of quantity discrepancy after the Seller has received an inspection report on the commodity by sampling issued by a reputable commodity inspection organization or chamber of commerce at the place where the Buyer is located ,certifying the non-conformity thereof. In no event shall the Seller be held liable for the merchantability or fitness for any purpose, nor shall it have any liability or responsibility for damages of any kind whatsoever, including but not limited to any direct, indirect or collateral damages. In case of the L/C or the advance payment does not reach the seller within the time stipulated in the Contract or does not correspond to the contract terms and the Buyer fails to amend its items within the time limit after being notified by the Seller, the Seller has the right to cancel the contract or to delay the delivery of the commodity as well as to lodge claims for damages.
14. 买方委托卖方按发票金额120%投保水渍险和偷窃提货不到险, 保险费由买方负担。
The Buyer hereby will entrust the Seller to insure the goods against W.P.A. and T.P.N.D. for 120% of the invoice value. The insurance premium shall be borne by the Buyer.
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