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1.保险：由卖方按中国人民保险公司海洋货物运输保险条款照发票总值110%投保综合险及战争险。如买方欲增加其他险别或超过上述保额时须于装船前征得卖方同意，所增加的保险费由买方负担。Insurance:To be covered by the Sellers for 110% of invoice value against All Risks and War Risk as per the relevant Ocean Marine Cargo Clauses of the Peoples Insurance Company of China.If other coverage or an additional insurance amount is required, the Buyers must have the consent of the Sellers before shipment,and the additional premium is to be borne by the Boyers.2. 付款条件：买方应由卖方可接受的银行不可撤销的即期信用证，于装运月份前30天开到卖方并至装运月份后第15天在中国议付有效。Terms of Payment:The Buyers shall open with a bank acceptable to the Sellers an Irrevocable Sight Letter of Credit to reach the Sellers 30 days before the month of shipment,valid for negotiation in China until the 15th day after the monthe of shipment.3. 不可抗力：如由于不可抗力的原因，致使卖方不能全部或部分装运或延迟装运合同货物时，卖方对于这种不能装运或延迟装运不负有责任。但卖方须用传真或电传通知买方，并须在15天内以航空挂号信件向买方提交事故发生地权威机构出具的证明此类事故的证明书。Force Majeure:If shipment of the contracted goods is prevented or delayed in whole or in part due to Force Majeure, the Sellers shall not be liable for non-shipment or late shipment of the goods under this Contract. However,the Sellers shall notify the Buyers by fax or telex and furnish the latter within 15 days by registered airmail with a certificate issued by the competent authourities at the place of occurrence attesting such event or events.4. 仲裁:凡因执行本合同所发生的或与本合同有关的一切争议，双方应通过友好协商解决。如果协商不能解决时，应提交中国国际经济贸易仲裁委员会根据该会仲裁规则进行仲裁。仲裁的裁决是终局性的，对双方都有约束力。Arbitration: All disputes arising out of the performance of , or relating to this Contract, shall be settled amicably through negotiation. In case no settlement can be reached through negotiation, the case shall then be submitted to the China International Economic and Trade Arbitration Commission for arbitration in accordance with its arbitration rules. The arbitral award is final and binding upon both parties.5.Payment: The Buyers shall open through the Bank of China, Beijing, an irrevocable letter of credit in favour of the Sellers in US Dollars covering the FOB stowed and trimmed value of each shipment payable against receipt by the issuing Bank of the following shipping documents: (1) A full set (including three copies each of the negotiable and non-negotiable ) of clean on board Bill of Lading or Charter Party Bill of Lading in accordance with the charter party , made out to order, blank endorsed, notifying the China National Foreign Trade Transportation Corporation at the port of destination. (2) Provisional invoice covering an amount corresponding to the full value of each shipment,weight 1% less than that in B/L. And quality based on 72% Tribasic Phosphate of Lime. (3)Certificate of quality and weight determination issued by the Sellers at the port of loading. The Buyers shall open the relative letter of credit latest 20 days before the arrival of the carrying vessel at the port of loading with validity for 90 days from the date of opening.5.We hereby agree with the drawers, endorsers and bona fide holders of drafts/documents drawn under and in compliance with the terms and conditions of this credit that such drafts/documents will be duly honoured on due presentation. 我们特此同意出票人、背书人和善意持有人和下的汇票/单据符合信用证的条款和条件,这种将承兑汇票/文档表示。 6.According to the ICC Model International Sales Contract (Manufactured Goods for resale),the liquidated damages to be claimed by the Buyer against the seller shall be 0.5% per week with a maximum amount of 5% of the price of the delayed goods in case of delay in delivery or non-delivery of the goods.根据ICC模型国际销售合同(转售制成品),声称的违约金由买方对卖方应当0.5%每周最多数量的5%的迟延交付的货物的价格,交货延迟或不能交货的货物。7. claim ( 索赔）的用法(1) 用作可数名词，表示索赔。写作时，要注意动词的搭配：提出索赔用file，lodge,make, put forward,put in 等，拒绝索赔用reject，放弃索赔用 give up,waive,撤回索赔用withdraw,解决索赔用settle。介词的搭配：向某人提出索赔用against,对某物提出索赔用on,索赔的原因和索赔的金额用for等。例如： Buyers have lodged a claim against Sellers on this shipment for US$10,000 for short weight 由于短重，买方向卖方对这批船货提出索赔一万美元。(2) 用作及物动词，表示索赔。例如： Buyers claim US$900 against Sellers for inferiority of quality.买方因品质低劣向卖方索赔900美元。8. Privity 共同利益关系The relationship hereby established between Supplier and Distributor, during the effective period of this Agreement, shall be solely that of Seller and Buyer, and Distributor shall under no circumstances be considered to the agent or legal representative of Supplier for any purpose whatsoever and shall have no right or authority to create or assume any obligation or responsibility of any kind,expressed or implied, in the name of or on behalf of Supplier特此建立供应商和经销商之间的关系,在本协议的有效期内,应单独买卖,和经销商应当在任何情况下被认为供应商的代理人或法定代表人任何目的并没有权利或权力创建或承担任何义务或责任,表达或暗示的名义或代表供应商。9. Prohibition of Re-export 禁止出口Distributor shall sell Products only in Territory and shall not, directly or indirectly, resell or re-export Products to any place or country outside Territory, nor shall resell Products to any other person, firm or corporation in Territory, whom Distributor, to the best of his knowledge and belief, knows and has reason to believe to have the intent to resell or re-export Products to any place or country outside Territory.经销商销售产品只有在领土和不得直接或间接地转售或再出口产品以外的任何地方或国家的领土,也不可转售产品到任何其他的人,公司或公司的领土,谁的经销商,他的最好的知识和信仰,知道,有理由相信目的转售或再出口产品以外的任何地方或国家的领土。10. Bid BondA bond in the amount of US$50,000 is required when the bid is submitted. The bond shall be handed in the form of a Bank Surety transmitted through an Ethiopian Bank. The amount covered by the Surety is refundable to those bidders who are not the winner, as soon as the bids are opened and the winner is made known. In the case of the winner, the amount is refunded after a contract has been signed and the necessary performance bond is provided.债券50000美元的投标时需要提交。债券应当交银行担保的形式通过一个埃塞俄比亚银行。被保证人覆盖量退还那些投标人不是赢家,一旦被打开和获胜者是已知的。的赢家,合同签订后的金额退还和必要的履约保证书。11. Performance BondPerformance bond amounting to 10% of the total value of the works bid upon is required when signing the contract.性能债券占总价值的10%的投标工作时需要签订合同。12.The Employer shall make a prepayment of 20% of the contract value to the Contract within 10 days after signing this Contract. The Contractor shall furnish the Employer with a banks Letter of Guarantee to be valid till the date of full reimbursement of the amount of prepayment. The reimbursement of the prepayment shall be effected by deducting the monthly payments made by the Employer to the Contractor for the completed portion of the Works in the same percentage as the prepayment bears to the total contract value.雇主应预付20%合同金额在合同签订后10天内本合同。承包商应向雇主提供银行保函有效直到全部报销的日期提前还款的金额。提前还款的还款应影响扣除每月由雇主支付的承包商完成部分工作在相同的比例预付熊总合同价值。13.The term of the lease shall be ten years commencing from the date of the Bill of Lading referred to in Article 4. The total rent shall be Japanese Yen to be paid in twenty equal instalments by telegraphic transfer to Party Bs account with the bank designated by Party B. Each instalment shall be paid by PartyA within every six months after the date of the Bill of Lading. If Party A delays in paying any of the instalments, it shall pay Party B interest for the delayed time at the rate of one percent over and above the long-term prime rate of the said Japanese bank.十年租赁期限应当自提单之日起4条。总租金应当在20日元支付同等的分期付款电汇到乙方的账户与银行指定的党B .每个分期付款应当在每六个月后未经甲方支付的日期的提单。如果甲方延迟支付的分期付款,应支付乙方对延迟时间的速度百分之一以上的长期优惠利率说日本银行。14. Registered Capital of the Company, Investment Contributed by the Parties,Proportion of Investment and Form of Investment of the Parties 4.1 The registered capital of the Company shall be Renminbi.yuan 4.2 Party A shall contribute 30% of the registered capital of the Company in the sum of Renminbi. Yuan ,and Party B shall contribute 70% of the registered capital of the Company in the sum of Renminbi.yuan The investment to be contributed by Party B shall be in Hong Kong dollars calculated in Renminbi at the median of the selling and buying exchange rates announced by the State General Administration of Exchange Control on the date of contribution.公司的注册资本、投资贡献了当事人,当事人的投资和形式的投资比例4.1公司的注册资本应当人民币.元4.2甲方提供公司的注册资本的30%金额的人民币元,乙方应提供公司的注册资本的70%金额的人民币元投资由乙方应当在港元以人民币计算的平均汇率买卖国家外汇管理总局公布的日期的贡献。
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