销售合同SalesContract培训资料

*,单击此处编辑母版标题样式,单击此处编辑母版文本样式,第二级,第三级,第四级,第五级,Contract,1) Contracts for International Sale of Goods,2) Contracts for International Technology Transfer,3) Contracts for Sino-foreign Joint Ventures,4) Contracts for International Engineering Projects,5) Contracts for Compensation Trade,6) Contracts for Sino-foreign Cooperative Development of Natural Resources,7) Contracts for International Leasing Affairs,8) Contracts for Sino-foreign Credits and Loans,Categories of International Business Contracts,Useful Expressions,双边贸易合同,商业合同,修改合同,撕毁合同,撤消合同,执行合同,起草合同,签订合同,解除合同,bilateral trade contract,commercial contract,revise/alter/amend/modify a contract,break/tear up a contract,cancel a contract,execute / fulfill the contract,draw up/draft a contract,enter into/make/sign a contract,terminate a contract,仲裁,不可抗力,违约,条件/条款,争议的解决,约束力,当事人,违反,arbitration,force majeure,breach the contract,terms and conditions,settlement of disputes,binding force,parties,violation,Useful Terms,Features of Contract Language,1. Stereotyped,2. Formal and Legal,1. At the request of Party B, Party A agrees to send technicians to,assist,Party B to install the equipment.,2. The Employer shall,render,correct technical guidance to the personnel.,informal,formal,duty,Obligation, liability,ask,Require, request,end,terminate, conclude, expire,about,in respect to/ as for,Use of Formal Words,3. Rigorous and clear,Shipment is to be made,on or before,March 31.,The stipulation remains in force till May 2, 2006 (,inclusive,).,RMB 2375.00 (,SAY: RMB TWO THOUSAND THREE HUNDRED AND SEVENTY FIVE ONLY,),Stylistic Characteristics,The referential use,The seller, the buyer,The exporter, the importer,The shipper, the carrier, the forwarding company,The insurer, the insured,The consignor, the consignee,The drawer, the drawee,The payer, the payee,The transferer, the transferee,The contractor, the principal, the agent,Indicating time,“hour, date, week, month” instead of,“today”, “tomorrow”, “from now on”:,Done at Hamburg,this thirty-first day of March,two thousand and eight, in a single original, of which the Arabic, Chinese, English, French, Russian and Spanish texts are equally authentic.,Using “shall” to prescribe obligations and liabilities,This contract,shall,become effective upon and from the date on which it is signed.,Payment,shall,be effected within seven days after receipt of the shipping documents stipulated under Clause 10 of this contract.,Using “,be to do”,Insurance,is to be,covered by the seller for 110% of invoice value against FPA and WR.,Using “should + subject + predicate verb,”,to indicate conditions and assumptions,Should,an export license,be,required in order to ship goods of the contractual description, it shall be the duty of the seller at his own expense to apply for the license.,Using passive voice,in stipulations on packing, insurance and liabilities,Packing must be suitable for ocean shipment and sufficiently strong to withstand rough handling. Bales must,be press-packed, with adequate inside waterproof protection and the outer wrapping must comprise good quality canvas. All bales,must be marked,“use no hooks”.,Using compound adverbs,A. “,here-,”, indicating the Contract:,hereafter = after this time,herebefore = until now,hereby = by means of this,herein = in this,hereinafter = later in this contract,hereinbefore = in a preceding part of this contract,hereof = of this,hereto = to this,hereupon = at this point,hereunder = under this,herewith = with this,B. “,there-,”, referring to “that”,thereby = by that means / in that connection,therefrom = from that,therein = in that; in that particular,thereafter = afterwards,thereof = of that matter,therinbefore = in a preceding part of the same contract thereon = on that,thereunder = under that,thereupon = then; as the result of that,therewith = with that or it,thereto = to that,C. The “,where-,” group, with “where” meaning “which”, “what”:,whereas = considering that; but,whereby = by what; by which,wherein = in what; in which,whereon = on what; on which,whereof = of what; of which,Using repeated synonyms,to enforce formality:,by and between,terms and conditions,for and on behalf of,upon and from,For example:,Full set of clean “on board ocean bills of lading made out to order and blank endorsed, one of which being accomplished, the others stand,null and void,.,This contract shall become effective,upon and from,the date on which it is signed.,Present tense rather than future tense,eg. Licensee may terminate this Contract 90 days after a written notice thereof,is sent,to Licensor upon the happening of one of the following events,Direct rather than indirect expressions.,*,This Article does not apply to bondholders who have not been paid in full.,This Article applies only to bondholders who have been paid in full.,Unless otherwise specified in the credit, banks will accept transport documents indicating the third party other than the beneficiary of the credit as the consignor of the goods.,Expressions:unless otherwise,Bank charges,in respect of,transfers are payable by the first beneficiary unless otherwise specified by the bank. The transferring bank shall have no obligations to effect the transfer until such charges are paid.,in respect of: about,In the event that,either party fails to comply with the terms or conditions of this Agreement, and , within 90 days after the written notice is issued by the other Party, fails to remedy such failure, the Party giving notice may notify the other Party of the matter in question and terminate this Agreement.,Either Party hereto may terminate this Agreement in the event of the bankruptcy or insolvency资不抵债of the other party. .,in the event that, in the event of,be liable for, be liable to,Party A shall not, under this guarantee,be liable for,any direct or indirect loss whatsoever arising out of any defect in the parts or components that are not stipulated in this contract.,In case,the quality, quantity, weight of the goods are not in conformity with the provisions of the Contract after arrival of the goods at the port of destination, the Buyer may, under survey report issued by an inspection organization agreed by the partiers, lodge claim with the Seller.,in case, in (the) case of,Format,A formal contract consists of three main parts:,The Preamble (Opening),The Body,The Witness (Ending),The Preamble (Opening),Title,Number of the contract,Date of signing,Place of signing,Each partys authority,preface,Preface,e.g.,(1). The undersigned Seller and Buyer have agreed to close the following transactions according to the terms and conditions set forth as below:,(2). This Contract is made by and between the Buyer and the Seller, whereby the Buyer agrees to buy and the Seller agrees to sell the under-mentioned goods subject to the terms and conditions as stipulated hereinafter. (formal),(3). The Seller and the Buyer agree to conclude this Contract subject to the terms and conditions stated below:,The Body,General terms and conditions,Name of the commodity,Quality,Quantity,Price,Packing,Shipment and delivery,Payment,Quality,The Seller shall guarantee that the commodity must be in conformity with the quality specifications and quantity specified in this Contract and Letter Quality Guarantee.,Packing,packing requirements: be preventive from/be well protected against/ be kept away from dampness/moisture, rust, shock, etc.,damaged compensation,cautions e.g. handle with care; keep away from moisture,Terms of Payment,Elements:,means of payment: L/C; draft/bill of exchange,time of payment: not later than; withdays; prior to;,The Buyer should pay 100% of the sale amount to the Seller in advance by,telegraphic transfer not later than Dec. 15th.,Other stipulations,Insurance,Inspection,Documents,Claim索赔,Commencement and Termination,Breach and Recession of Contract/Penalty,Arbitration,Force Majeure,Applicable Law,Miscellaneous,Insurance:,e.g. Insurance to cover W.P. A. plus T. P. N. D. and War Risk for 110% of CIF value and to provide for claims if any, payable in New York in U. S. Currency.,Insurance to coverplusandfor % of value.,Translation:,买方委托卖方按发票全额的120%投保水渍险和偷窃提货不着险，保险费由买方承担。,The Buyer hereby entrusts the Seller to,insure the goods against,W.P.A. and T.P.N.D. for 120% of the invoice value. The,insurance premium,should be borne by the Buyer.,Documents:,prepared by the Seller and submitted to the Buyer:,1. Commercial Invoice in _Copies,2. Full set of,clean,on board ocean Bills of Lading,3. Insurance Policy,Quality Inspection Certificate,Certificate of Origin,Packing List,Notice of Shipment,The following other Documents:_,Penalty:,1) Failure to Make Timely Delivery,The penalty shall be charged at the rate of 2% of the amount of the delayed goods for every 10 days of delay in delivering the goods, however, the penalty shall not exceed 20% of the total value of goods involved in the late delivery. Any fractional days less than 10 days shall be deemed to be 10 days for the calculation of penalty.,2) Failure to Timely Open the Letter of Credit,The penalty shall be charged at the rate of 2% of the amount of the Letter of Credit for every10 days of delay in opening the Letter of Credit, however, the penalty shall not exceed 20% of the total value involved in the Letter of Credit amount. Any fractional days less than 10 days shall be deemed to be 10 days for the calculation of penalty.,Force Majeure:,Neither party shall be held responsible for,failure or delay to perform all or any part of this Contract due to flood, fire, earthquake, snowstorm, hurricane, war, government prohibition or any other,events,that are unforeseeable at the time of the execution of this Contract,and,could not be controlled, avoided or overcome by such party,.,However,the party,whose performance is affected by the event of Force Majeure,shall give,a notice,to the other party of its occurrence as soon as possible,and,a certificate or a document,of the occurrence of the Force Majeure event,issued by the relative authority or a neutral independent third party,shall be sent,to the other party by airmail not later than 15 days after its occurrence.,Claims,索赔,Except those claims for which a third party is liable,should,the quality, specifications, quantity, weight, packing and requirements for safety or sanitation/hygiene of the goods be found not in conformity with the stipulations to this contract, the Buyer shall give a written notice of claims to the Seller and shall have the right to lodge claims against the Seller based on the Inspection Certificate issued by the Inspection Organization provided in Clauses 14.2 to this Contract within 21 days from the date of completion of unloading of the goods at the port of unloading.,Termination:,Except as provided elsewhere, this Contract may be terminated in either of the following case:,If the other party fails to perform its obligations within the time-limit agreed upon in this Contract, and fails to eliminate or remedy such breach within 7 days following the receipt of the notice thereof from the non-breaching party.,In such case the non-breaching party shall give a written notice to the other party to terminate this Contract.,Applicable laws/stipulations,:,Unless otherwise stipulated in this Contract, the terms and conditions of this Contract shall be interpreted in accordance with,the International Rules for the Interpretation of Trade Terms,(INCOTERMS 2000) provided by International Chamber of Commerce.,Arbitration,All disputes arising from the performance of this Contract should be settled through friendly negotiation.,Should,no settlement be reached through negotiation, the case shall be submitted for arbitration in the Country where the defendant resides.,If the arbitration takes place in China, the case shall be submitted to the Foreign Trade Arbitration Commission of the,China Council for the Promotion of International Trade,(CCPIT), Shanghai and the arbitration rules of this Commission shall be applied.,If the arbitration takes place in the USA,The award of the arbitration shall be final and binding upon both parties. The arbitration fee shall be borne by the losing party unless otherwise awarded by the arbitration organization.,The Witness (Ending),Concluding sentences,Signature,Seal,eg.,(1). Once the contract is approved, it is legally binding upon both parties.,(2). This Contract is effective since being signed/sealed by both parties.,(3). This contract will come into force as soon as it is signed by two parties.,41,销货合同 SALES CONTRACT,卖方SELLER: ABC CO, No.1 Louis St, Cat Town,Tiger City, 编号NO.: Lion 11,P.R.China 日期DATE:Dec 13,2004,买方BUYER: XYZ Corp, No.100 Duck Rd, Bird City, USA 地点SIGNED IN: Tiger City,买卖双方同意以下条款达成交易：This contract Is made by and agreed between the BUYER and SELLER , in accordance with the terms and conditions stipulated below.,1.品名及规格 2. 数量 3. 单价及价格条款 4. 金额,Commodity & Specification Quantity Unit Price & Trade Terms Amount,Chick garments 1000sets usd10.00/set FOB Shanghai USD10,000.00,-,Total: 1000 sets USD10,000.00,允许10%溢短装，由卖方决定(With 10% More or less of shipment. at the sellers,option),5.总值Total Value: Say USD Ten Thousand only.,6.包装Packing: 10 sets in a strong carton,7.唛头Shipping Marks: As per buyer,s instruction.,8.装运期及运输方式Time of Shipment & means of Transportation: On/before Mar 15,2005,9.装运港及目的地Port of Loading & Destination: From Shanghai to Los Angeles by vessel,10.保险Insurance: To be covered by the buyer,11.付款方式Terms of Payment: D/P at sight,12.备注Remarks:,The Buyer: The Seller:,Mc.Hen(Signed) Dec 16, 2004 Lk.Monkey(Signed) Dec 13, 2004,