买卖合同-国际

福建钟化/销售公司/销售管理类 制度标准号：GPROFJZH-XS-ZD-2015合 同CONTRACT编 号 No.时 间 Date: 地 点 At:卖 方 The Sellers: 买 方 The Buyers: 兹经买卖双方同意, 由买方购进, 卖方出售下列货物, 并按下列条款签订本合同: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 undermentioned commodity according to the terms and conditions stipulated below:1.序号No.商品名称、规格Commodity, Specifications数 量Quantity单 价 Unit Price(USD)总 价Total Amount(USD)1CIF USD(Incoterms 2000) 总 值: CIF泉州 Total Value : CIF QUANZHOU US DOLLARS 2. 生产国别或制造厂商 Country of Origin and Manufacturers: 3. 包 装: 货物应装在经熏蒸检疫处理过的坚固木箱中, 或者装在适宜长途海上运输并且能适应气候变化、防湿、防震、防锈的纸箱中。由于包装不良所引起的任何损失, 或由于采用不充分或不妥善的防护措施而造成的任何锈损, 卖方都应承担一切损失和相关费用。包装箱内应放置一整套有关的服务和操作说明书。 Packing: To be packed in strong wooden case(s), which should be quarantined or fumigated, or in carton(s), Suitable for long distance ocean transportation and to change of climate, well protected against moisture and shocks. The Sellers shall be liable for any damage of the commodity and expenses incurred on account of improper packing and for any rust attributable to inadequate or improper protective measures taken by the Sellers in regard to the packing. One full set of service and operation instructions concerned shall be enclosed in the case(s).4. 装箱标志: 卖方应在每件商品包装上用不褪色油墨标明件号、毛重、净重、尺码和如下字样: “切勿受潮”、“小心轻放”、“此端向上”等, 以及唛头。 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: NANJING, PRC5. 装运期限:Time of shipment:6. 装运港口:Port of Shipment:7. 目的港口:Port of Destination:8. 保 险:Insurance:9. 付款方式:Payment: 10. 单 据 Documents:(1) 全套已装船清洁、空白抬头/空白背书提单, 并注明“运费已付”, 通知人为目的港的中国对外贸易运输公司。Full set of 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 and the Buyers.(2) 发票五份, 注明合同号和唛头(如有一个以上唛头, 应分别出具发票)及合同中其它细节。 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)保险单一套，投一切险。按发票金额110投保一切险和战争险，注明理赔地点在中国并按汇票币种赔付。Insurance Policy/Certificate in one original and two copies for 110% of the invoice value showing claims payable in China in currency of the draft, blank endorsed, covering All Risks.(4)两份由制造厂商出具的装箱单Packing list in 2 copies issued by the Manufacturers(5)两份由相关权威机构出具的原产地证明Certificate of Origin in duplicate issued by the relevant authority.(6) 两份由制造厂商出具的质量和数量证明 Certificate of Quality and Quantity issued by the Manufacturers.(7) 装运后给买方发送的装运通知传真副本。Copy of cable/letter to the Buyers advising particulars of shipment immediately after shipment is made.另外, 装运后10日内, 卖方应用快邮寄出前述单据一套,直接寄给买方。In addition, the Sellers shall, within 10 days after shipment, send by airmail one extra sets of the aforesaid documents directly to the Buyers. 11. 装 运 Shipment:卖方应在合同规定的装运期内将货物发往目的港。货物不允许转运。 货物不得用悬挂买方不能接受的国家的旗帜的船只装运。The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is not allowed. The contracted goods shall not be carried by a vessel flying the flag of the countries which the Buyers can not accept.12. 装运通知 Shipping Advice: 货物全部装船后，卖方应于48小时内将合同编号、商品名称、数量、毛重、发票金额、船名和开航日期电告买方。若发生转船，卖方应于转船后48小时内将二程船详细信息电告买方。如单件货物的重量超过9公吨或阔度超过3400毫米，或两旁高度超过2350毫米，则卖方应将该件重量和尺码告知买方。如由于卖方未及时将装运通知电告买方，以致货物未及时保险而发生的一切损失应由卖方负担。如货物系属危险品，卖方应将其性质及处理办法电告买方和本合同规定的运输公司。Immediately the goods are completely loaded, the Sellers shall fax to notify the Buyers within 48th of the contract number, name of commodity, quantity, gross weight, invoiced value, name of the carrying vessel and the date of sailing. If transshipment occurred, the Sellers shall fax inform the Buyers within 48h of the second vessels details. If any package is over 9metric tons in weight or over 3400mm in width, or over 2350mm on both sides in height, the Sellers shall advise the Buyers of the weight and measurements of such package. In case the goods are not insured in time owing to the Sellers having failed to give timely advice, any and all consequent losses shall be borne by the Sellers. In the case of dangerous goods, the Sellers shall fax to notify the Buyers and the Transportation Corporation mentioned in Clause 13.A.1 of their nature and the method of handling them.13. 技术资料 Technical Documents:甲、每次发货时，卖方应将下述英文技术资料一整套与货物一起装箱，运交买方：(1) 基础图(2) 布线说明，电气及/或气动及/或液压接线图(3) 零件目录(4) 安装、操作和维修说明书乙、交货期三个月前，卖方应将本条甲项所列1。2。3。4。各种技术资料2套，以空邮寄交买方。a. One complete set of the following technical documents written in English shall be packed and despatched together with each consignment.1. Foundation drawings.2. Wiring instructions, diagrams of electrical connections and / or pneumatic and / or hydraulic connections.3. Spare parts catalogues.4. Erection, operation, services and repairs instruction books.b. Three months before shipment, the Sellers shall airmail to the Buyers two complete sets of the technical documents mentioned in point 1,2,3, and 4 under Item a. of this Clause.14. 品质保证 Guarantee of Quality: 卖方保证本合同项下的商品是用最好的材料并由一流的加工工艺制造的、崭新的、未使用过的, 并且符合本合同规定的品质和规格。质保期为自验收货物合格后十二个月。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 commodity have been received by the end-users.15. 索 赔 Claims: 如商品品质、规格或数量与本合同及合同附件的规定不符, 并且此不符不应由保险公司或承运人负责, 则买方有权在商品到达目的港后九十天内, 凭当地中华人民共和国出入境检验检疫局出具的商检证书, 向卖方索赔或者要求更换新的商品或补齐商品、修理商品,并且所有费用(如商检费、返修件和更换件的运费、保险费、仓储费以及装卸费等)由卖方承担。关于品质, 卖方应保证: 在货物抵达目的港后十二个月内, 如出现使用过程中因品质不良、技术落后、工艺低劣或采用劣质材料而导致的残损或严重故障, 买方应立即用书面方式通知卖方，并提交一份附有当地中华人民共和国出入境检验检疫局出具的商检证书的索赔函。以上证书应被视为索赔依据。根据买方的索赔函, 卖方应负责立即无偿补齐商品、排除商品残缺、故障, 部分或全部更换商品、修理商品，或按照残损、故障状况进行降价处理； 如有必要, 买方可自行消除残损, 费用由卖方承担。 如卖方在收到上述索赔函后一个月内仍未作答复, 此项索赔要求可被视作已为卖方接受。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 and its attachments 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 Local Entry-Exit Inspection and Quarantine Bureau, have the right to claim for replacement with new goods, for short-shipment , 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 and heavy problem occur in the course of operation by reason of inferior quality, outdated technical, 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 Local Entry-Exit Inspection and Quarantine 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 short-shipment, the immediate elimination of the defect(s) and problem, complete or partial replacement and repairing 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.16. 索赔解决办法 The Settlement of Claims：如货物不符合本合同规定应由卖方负责者，同时买方按照本合同第14条和第15条的规定的在索赔期限或质量保证期限内提出索赔，卖方在取得买方同意后，应按下列方式理赔：甲、同意买方退货，并将退货金额以成交原币偿还买方，并负担因退货而发生的一切直接损失和费用，包括利息，银行费用，运费、保险费、商检费、仓租、码头装卸费以及为保管退货而发生的一切其它必要费用。乙、按照货物的疵劣程度，损坏的范围和买方所遭受的损失，将货物贬值。丙、调换有瘕疵的货物。换货必须全新并符合本合同规定的规格、质量和性能。卖方并负担因此而产生的一切费用和买方遭受的一切直接损失。对换货的质量，卖方仍应按本合同第14条的决定，保证十二个月。In case the Sellers are liable for the discrepancies and a claim is made by the buyers within the period of claim or quality guarantee period as stipulated in Clause 14 and 15 of this Contract, the Sellers shall settle the claim upon the agreement of the Buyers in the following ways:a. Agree to the rejection of the goods and refund to the Buyers the value of 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. Devaluate the goods according to the degree of inferiority; extent of damage and amount of losses suffered by the Buyers.c. Replace the defective goods with new ones, which conform to the specifications, quality and performance as stipulated in this Contract, and bear all expenses incurred to and direct losses sustained by the Buyers. The Sellers shall, at the same time, guarantee the quality of the replacement goods for a further period of 12 months as specified in Clause 14 of this Contract.17. 不可抗力 Force Majeure: 无论在商品制造或装运或转运期间, 如有不可抗力事件发生, 卖方将不对由此而导致的逾期或不能交货负责。但此时, 卖方应立即将不可抗力事件通知买方, 并于通知后十四天内以传真方式向买方提供一份由不可抗力事件发生地权威机构出具的不可抗力事件证明。卖方不能取得出口许可证不得作为不可抗力。在这种情况下, 卖方仍有义务竭尽全力尽快交货。如不可抗力事件持续超过十周, 买方有权撤销合同。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. 18. 延迟发货与罚款 Late Delivery and Penalty: 除本合同规定的不可抗力外, 若卖方不能按合同规定及时交货, 经买方同意,卖方可在缴纳罚金的条件下延期交货, 罚金将在议付时由付款银行从货款中扣减。罚金不得超过迟发货物价值总额的5%。罚款率为每七天0.5%, 不足七天的按七天计算。如果卖方在合同规定的装运期后十周仍未能发货, 买方有权撤销该部份合同。但不管合同撤销与否, 卖方均应及时支付前述罚金。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.19. 仲 裁 Arbitration: 一切因执行本合同或与本合同有关的争执, 应由双方友好协商解决。 如经协商仍未能达成协议, 则应提交中国国际经济贸易仲裁委员会裁决。 按照申请仲裁时该会现行有效的仲裁规则, 由申诉一方选择该会在北京或由该会深圳分会在深圳或由该会上海分会在上海进行仲裁。仲裁委员会的裁决为终局裁决, 对双方均有约束力。仲裁费用除仲裁委另有决定外, 应由败诉一方负担。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.20. 合同正本一式三份，合同双方及最终用户各持一份。合同的中英文本具有同等法律效力。This contract is made in Chinese/English, and has the same validity. Three original ones of this contract will be held by the Buyer, the Seller and the End-user respectively.21. 附加条款 Supplementary Conditions:以上条款若与附加条款有抵触应以附加条款为准。Should any other clauses in this Contract be in conflict with the following supplementary conditions, the supplementary conditions should be taken as final and binding.1. 2. 买 方: The Buyers: 卖 方: The Sellers: