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精选资料第四章为在平等互利的基础上发展贸易，有关方按下列条件签订本协议：This Agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:1. 订约人 Contracting Parties供货人（以下称甲方）：销售代理人（以下称乙方）：可修改编辑甲方委托乙方为销售代理人，推销下列商品。Supplier: （hereinafter called “party A”）Agent:（hereinafter called “party B”）Party A hereby appoint Party B to act as his selling agent to sell the commodity mentioned below.2. Commodity and Quantity: Party A hereby appoints Party B as its Sole Agent for the sale of Party B shall undertake to sell the aforesaid commodity not less than 1,000,000m/tons in the duration of this agreement.甲方委任乙方为某商品的独家销售代理人乙方保证在协议期间销售上述商品不少于1000000吨。 3. 经销地区 Territory 只限在.。In . only. 4. Confirmation of Orders：The quantities, prices and dates of shipments of the shipment concerning the commodities stated in this Agreement shall be confirmed in each transaction, the particulars of which will be shown in Party As S/C. 协议商品的有关数量、价格和装船期，应在逐笔交易中确认，其细节详见甲方销货确认书。5. 付款PaymentAfter confirmation of the order, Party B shall arrange to open a confirmed, irrevocable L/C available by draft at sight in favour of Party A within the time stipulated in the relevant S/C. Party B shall also notify Party A immediately after L/C is opened, so that Party A may make preparations for shipment. 在订单确认后，乙方应于有关销货确认书规定的时间内，安排开立以甲方为受益人的、百分之百金额的、不可撤销的即期信用证。并于开证后立即通知甲方以便甲方准备装运。 6. 佣金CommissionA per cent (%) commission on invoice value against each shipment will be remitted to Party B by Party A after receipt of the payment.甲方于收妥货款后，按每批货物发票价值的百分之向乙方汇付佣金。7. 市场情况报告Reports on Market ConditionsParty B shall have the obligation to forward once every three months to party A detailed reports on current market conditions and of consumers comments. Meanwhile, Party B shall, from time to time, send to party A samples of similar commodities offered by other suppliers, together with their prices, sales information and advertising material. 乙方有义务每三个月向甲方寄送一次详细的报告，反映当地的市场情况和消费者意见。乙方还应随时将其他供货人所报同样商品的样品，连同其价格、销售情况、广告资料等寄给甲方参考。 8. 宣传广告费用Advertising & Publicity ExpensesParty B shall bear all expenses for advertising and publicity within the aforementioned territory in the duration of this Agreement and submit to Party A all drafts and/or drawings intended for such purposes for prior approval. 乙方应负担协议期在上述地区的一切广告宣传费用。所有用作广告宣传的草稿和绘图必须送交甲方取得事前同意。9. 协议有效期Validity of AgreementThis Agreement, when duly signed by the parties concerned, shall remain in force for. to be effective as from .to.If a renewal of this Agreement is desired, notice in writing shall be given by either party one month prior to its expiry. Should one of the parties fail to comply with the terms and conditions of this Agreement, the other party is entitled to terminate this Agreement. 本协议经有关双方签字后保持有效年，从某日期起到某日期止。如果一方需要延长协议，必须在满期前一个月书面通知另一方。如果一方未能履行协议条款，另一方有权终止本协议。 10. 仲裁ArbitrationAll disputes arising from the execution of this Agreement shall be settled through negotiation between both parties. In the event that no settlement can be reached, the case in dispute shall then be submitted for arbitration to the China International Economic and Trade Arbitration Commission, Beijing, in accordance with its rules of Arbitration. The decision made by this Commission shall be regarded as final and binding upon both parties. 凡执行协议引起的一切争议，应通过双方协商解决。如协商不成，应提交北京中国国际经济贸易仲裁委员会，按其仲裁程序暂行规定则进行仲裁。该委员会的裁决是终局的，并约束双方。 11. 其他条款Other Terms & Conditions (1) Party A shall not supply the contracted commodity to any other buyer(s) in the above mentioned territory. Direct enquiries, if any, will be referred to Party B. However, should any other buyers wish to deal with Party A directly, Party A may do so. But party A shall send to Party B a copy of Sales Confirmation and give Party B.% commission on the basis of the net invoice value of the transaction concluded. 甲方不应向上述地区的其他客户供应协议商品。如有任何直接询盘均要转介乙方。但是，如有任何客户坚持要与甲方直接交易，甲方有权直接成交。在后一情况下，甲方应送给乙方销货确认书副本一份，并按该笔交易发票净值的百分之为乙方保留佣金。(2) Should Party B fail to pass on his orders to Party A in a period of . months for a minimum of ., Party A shall not bind himself to this Agreement. 如果乙方未能在.月内向甲方寄送至少某某数量或金额的订单，则甲方不再受本协议的约束。 (3) For any business transacted between governments of both Parties, Party A may handle such direct dealings as authorized by Party As government without binding himself to this Agreement. Party B shall not interfere in such direct dealings nor shall Party B bring forward any demand for compensation or commission thereof. 对于双方政府间的交易，甲方有权按其政府授权直接成交而不受本协议的约束。乙方不应干涉这种直接交易，也不应对此提出索赔或佣金的要求。(4) Other terms and conditions shall be subject to those specified in the S/C signed by both parties. 其他条款应以双方签订的正式销货确认书为准。 This Agreement is made out in quadruplicate, each Party holding two copies. 本协议共写成一式四份，每方各执两份第五章A Summary of the Processing Terms 来料加工条款 October 20, 20Dear Sirs, 敬启者:After three days discussion with your representatives about processing and assembling Color TV Sets, we have the pleasure of summarizing the essential points agreed upon as follows:在与你方代表就加工装配彩色电视机进行了三天的讨论之后, 我们想把双方达成一致的要点概括如下:1. We have agreed to process and assemble. . . Color TV sets within two years.我方同意在两年内加工装配彩色电视机台。2. You have agreed to provide us with materials, components, necessary equipment and tools, as well as the relevant technical data and blue prints needed for doing the processing and assembling.你方同意向我方提供材料、部件、必需的设备和工具以及加工装配需要的技术资料和蓝图。3. After processing and assembling the materials and components into finished products (Color TV Sets), we shall deliver once a month . . . sets to you or other firms designated by you. The shipping expenses for the finished products shall be for your account.把材料、部件加工装配成为彩电成品后, 我方每月一次向你方或你方指定的其他商号交付彩电台。运送成品的各种费用由你方负担。4. The supplied materials and components shall be delivered to our warehouse at your expense. If any defect is found in the materials and components supplied by you, we will advise you of it immediately, and you will send over replacements in time. The allowance for damage to materials and components in the course of processing and assembling is 2. 5%. 你方应将所提供的材料和部件自费送到我方仓库。如果发现来料来件有缺点, 我方将立即通知你方及时调换。在加工装配过程中, 材料、部件的损坏率为2. 5% 。5. The processing and assembling charges for each set are HK. . . and the payment is to be made by sight L/C to be opened by you not later than 30 days before shipment. 加工装配费为每台港元。在成品装船30 天前由你方开出即期信用证付款。6. Insurance for the materials, components and finished or semi-finished products while in our warehouse or factory premises, and for finished products during transit from Zhuhai to destination is to be taken care of by us on your behalf. The insurance premium shall be for your account.材料、部件、成品、半成品存放在我方仓库或厂房时, 以及彩电由珠海运往目的港时, 保险均由我方代办, 但保险费则由你方负担。7. The finished products are to be packed each set in a cardboard box and cardboard boxes to a wooden case suitable for export. The packing charges are to be borne by us. 彩电每台均用纸板箱包装; 每个纸板箱装入一个适合出口的木箱。包装费由我方负担。8. If loss is incurred due to your failure to provide the materials and components, or our failure to deliver the finished products in time as contracted, the responsible Party shall compensate the other Party for the loss sustained.如果由于你方未能按合同及时来料来件或我方未能按合同及时交货而造成损失时, 应负责任的一方必须向另一方赔偿所受的损失。9. You shall send over at your expense 4 technicians and 2 administrative staff members to our factory to render technical assistance during processing and assembling, inspect the finished products and take them over before delivery. On taking over the products, your representatives shall give us a RECEIPT certifying that the finished products have been inspected and found to be up to the standard required by Contract.你方应自费派遣四名技术员和两名行政人员到我方工厂为加工装配提供技术援助,并在交接货物之前验收成品。你方代表在接收成品时应开具收条, 证明成品经检验达到合同要求的标准。10. After expiration of the contracted period of two years, the supplied equipment and tools will become our property free of charge.If you confirm that the above are the essential points on which your representatives have agreed with us, kindly let us have your tele-reply so that we can get the Contract ready for signature when you come to Zhuhai next week.在两年的合同期满后, 所提供的设备和工具将免费成为我方所有。如果你方确认你方代表已与我方达成了上述要点, 请即电复, 以便我们准备好合同, 在您下周来珠海时签字。 Yours faithfully,第六章Agreement on Compensation Trade 补偿贸易协议The undersigned representatives of Party A and Party B have agreed to conclude this Agreement according to the terms and conditions stipulated below:在下面签名的甲乙双方代表同意订立本协议, 其条款如下:1. Commodity: 商品:(1) Party A undertakes to supply in one shipment a complete set of Equipment for asparagus processing line, the details of which are shown in the attached List A.甲方保证整批供应芦笋加工全套设备, 细节详见附表一。( 2 ) Party B undertakes to compensate Party A for the contract amount by exporting in two lots 3, 000 cartons Canned Asparagus. Specifications are detailed in the attached List B.乙方保证出口两批共3 000 纸箱芦笋罐头以向甲方补偿设备合同金额。规格详见附表二。2. Price: 价格:( 1 ) At J ￥22, 200, 000. 00 per set of Equipment CFR Qingdao consisting of: 加工设备每套的成本加运费到青岛价格为2 220 万日元, 包括:J ￥20, 300 , 000. 00 FOB Yokohama 横滨离岸价 2 030 万日元J ￥950, 000. 00 Ocean Freight 海洋运费 95 万日元J ￥950, 000. 00 Interest 利息 95 万日元( 2 ) At J ￥7, 400. 00 per carton of Canned Asparagus FOB Qingdao芦笋罐头每纸箱青岛离岸价7 400 日元。3. Time of Shipment: 装船期:( 1 ) By the end of February, 20 ( for Equipment) 加工设备在20 年底;( 2 ) During July /August, 20 ( for Canned Asparagus)芦笋罐头在20 年七、八月份。4. Port of Shipment: 装货港:( 1 ) Yokohama, Japan ( for Equipment) 加工设备在日本横滨;( 2 ) Qingdao, China ( for Canned Asparagus) 芦笋罐头在中国青岛。5. Port of Destination: 目的港:( 1 ) Qingdao, China ( for Equipment) 加工设备到中国青岛;( 2 ) Yokohama, Japan ( for Canned Asparagus) 芦笋罐头到日本横滨。6. Terms of Payment: By reciprocal letters of credit 支付条款: 用对开信用证。(1) Party B shall, within 15 days after signing this Agreement, establish in favour of Party A an irrevocable Bankers Acceptance L/C in payment for the Equipment, for an amount not less than J ￥22, 200, 000. 00, available by draft at 180 days sight. The irrevocable L/C will be effective only after receipt by Party B of a satisfactory reciprocal L /C opened by Party A for payment of the Canned Asparagus. After receipt of the irrevocable L/C, Party A shall effect shipment of the Equipment in time, provide the required documents according to Article 7 of this Agreement together with the draft at 180 days sight, and obtain its banks acceptance.乙方在签约后15 天内, 为加工设备开出以甲方为受益人的、不可撤销的、银行承兑的信用证, 其金额不少于2 220 万日元, 见票180 天付款。这份不可撤销的信用证, 只有在乙方收到甲方为芦笋罐头对开的信用证后才能生效。甲方在收到这份不可撤销的信用证后, 应及时装运加工设备, 提供本协议第七条所需的单证和180 天期的汇票, 以便取得他的银行的承兑。( 2 ) From the date of acceptance of the draft and not later than 7 days thereafter , Party A shall reciprocally establish in favour of Party B an irrevocable L/C in payment for the Canned Asparagus, for an amount not less than J ￥22, 200, 000. 00, available by sight draft. The stipulations of this reciprocal L/C shall be in conformity with those in this Agreement.甲方应在其汇票得到银行承兑后7 天内为芦笋罐头对开以乙方为受益人的、不可撤销的信用证, 其金额不少于2 220 万日元, 见票即付。该对开信用证的条款应与本协议的规定一致。7. Documents: 单证:Both parties shall present to the paying bank the following documents for negotiation: 双方在议付时均应向付款行交送下列单证:( 1 ) One set of negotiable clean on board Bill of Lading made out to order, blank endorsed and marked:整套可转让的、已装船的、清洁的、待指定的、空白背书提单, 并分别注明:a. “Freight Prepaid” (in the case of Equipment) 加工设备的“ 运费已付”;b. “Freight to be collected” (in the case of Canned Asparagus)芦笋的“ 运费待收”。( 2 ) Three copies of Invoice. 发票一式三份。( 3 ) Three copies of Packing List. 装箱单一式三份。( 4 ) Certificate of Quality issued by the Manufacturer or a competent authority. 制造厂或有关当局出具的品质检验证。( 5) Copy of the fax sent to the Buyer immediately after shipment, advising the vessels name, date of shipment, quantity and amount involved.装船后立即发给买方的有关船名、装船日期、数量、金额的传真通知的副本。8. Guarantee of Quality: 品质保证:(1) Party A guarantees that the Equipment is made of the best materials with first class workmanship, brand-new and unused, and complies in all respects with the quality and specifications stipulated in this Agreement. The guaranteed period shall be 12 months counting from the date of the Bill of Lading.甲方保证该设备是用最好材料和头等工艺制造的, 崭新而未用过, 在各方面均符合本协议的品质和规格的规定。保证期为12 个月, 从提单日期起算。( 2 ) Party B guarantees that the Canned Asparagus is up to the Chinese Export Standard. 乙方保证芦笋罐头品质达到中国出口标准。9. Remarks: 备注:Party A shall despatch an engineer to the installation site to assist the installation work and test run. Air tickets between China and Japan shall be for Party As account, and such expenses as for inland traffic, meals and lodging in China shall be borne by Party B. 甲方应派一名工程师到安装现场, 协助安装和试车工作。中日间的机票费用应由甲方负担; 中国境内的交通食宿费则由乙方负担。Party A Party B(signed) (signed)Signed at Qingdao this 5th day of January, 20第七章A Finance Lease Agreement 融资租赁协议The Lessee, AA Plant, Zhanjiang( hereinafter referred to as Party A) and the Lessor BB Lease, Tokyo ( hereinafter referred to as Party B) hereby agree to make and enter into this Agreement in accordance with the following terms:承租人湛江AA 工厂( 以下简称甲方) 与出租人东京BB 租赁公司( 以下简称乙方) 同意订立本协议, 条款如下:1. Party A hereby leases from Party B the equipment as specified in the Annex, which shall constitute an integral part of this Agreement.甲方向乙方租进附件所列的设备; 该附件是本协议的组成部分。2. 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 J ￥. . . (say 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 Party A 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.租赁期为10 年, 从第四条的提单日期开始起算。租金总额为 日元, 分20 次平均交付, 电汇给乙方指定的银行账户。甲方应从提单日期起算每6 个月交租一次; 如有任何一次迟交, 则按迟交时间在该日本银行长期基本利率基础上向乙方多交1% 的利息。3. Party A shall book shipping space and pay the freight for the Equipment at the agreed time and advise Party B of the vessels name and the loading berth and time. Party B shall then deliver the goods on board accordingly, and notify Party A by fax on completion of the loading so that Party A can effect insurance. Party A shall pay insurance premium and have the Equipment insured with the Peoples Insurance Company of China against All Risks and War Risk when the Equipment is on board the vessel to Zhanjiang, and against usual risks after landing at Zhanjiang. The total insured amount shall be no less than 130% of the FOB value of the Equipment. Party A shall provide Party B with a certificate evidencing the insurance cover.甲方按议定的时间订载并支付运费, 并将船名、受载泊位和时间通知乙方。乙方按照通知办理装船并用传真通知甲方投保。甲方应于设备运往湛江时向中国人民保险公司投保综合险和战争险, 在湛江卸货后则投保惯用的险别并负担保险费; 保险额不得低于该设备离岸价值的130% 。甲方还应向乙方提供一份已办保险的证明书。4. Party B shall, after effecting shipment, forward forthwith to Party A through CC Bank the undermentioned documents:乙方装船后应立即通过CC 银行向甲方寄送下列单证:( 1) A full set of negotiable clean on board Bill of Lading in triplicate , made out to order of the shipper , blank endorsed, notifying Party A, and evidencing that shipment has been effected on or before November 30, 20 from Yokohama to Zhanjiang.整套可转让已装船清洁提单一式三份, 凭托运人指示, 空白背书, 通知甲方, 证明已于20年11 月30 日或以前由横滨装往湛江;( 2) Invoice in quintuplicate indicating the Equipment shipped and the Agreement number, and confirming that the Equipment shipped agrees with that specified in the Annex. 发票一式五份写明已装的设备和合同号码并确认所装的设备与附件所列的相符;( 3 ) Packing List /Weight Memo in quintuplicate stating contents, gross weight and net weight. 装箱单或磅码单一式五份, 讲明内装货物、毛重和净重;( 4 ) Inspection Certificate in duplicate issued by the Manufacturer .厂方出具的检验证明书一式两份;( 5 ) Two copies each of the above-mentioned documents shall be airmailed to Party A direct, immediately after shipment. Instruction Manuals, Service Manuals and Technical Information concerning the Equipment shall be forwarded to Party A together with it. A certificate to this effect should be provided.上述单证每样两份应于装船后立即航空直寄甲方。有关设备的说明手册、维修手册和技术资料应与设备一起附送。并提供一份上述事项已经照办的证明书。5. After arrival at Zhanjiang, the Equipment shall be subject to inspection by Party A to ensure conformity with the Agreement. If any discrepancy is found out within fifteen days after its arrival, Party A has the right to make a claim against Party B, who shall answer the claim within three weeks after receiving it.设备运抵湛江后须经甲方检验以确定是否与合同规定相符。如果货到15 天内发现任何差异, 甲方有权向乙方提出索赔, 乙方须于收到后3 周内答复。6. The quality of the Equipment shall be guaranteed for a period of three years from the date of the Bill of Lading mentioned in Article 4. In case there is a break-down of the Equipment during the validity of the guarantee due to poor workmanship and /or quality of materials or parts used, Party B shall replace the defective parts or materials free of charge and bear the whole expense incurred in effecting repairs. Party B shall in no case be held responsible for breakdowns resulting from wrong handling of the Equipment by employees of Party A.设备质量保证期为3 年, 从第四条的提单日期起算。在保证期内如果由于工艺或所用原料、零件的品质不好而使设备损坏时, 乙方应负责免费更换这些零件或原料, 并负担一切维修费用。但对甲方人员错误操作设备而导致的损坏, 乙方概不负责。7. During the term of the lease, the Lessee shall be responsible for the maintenance and repairs of the leased equipment at its own expense, so as to keep it in proper and working condition. 在租赁期间, 承租人应自费保养维修所租的设备, 保持正常使用状态。8. On paying the last instalment of the rentals, Party A may pay Party B an additional sum of J ￥. . . for the residual value of the Equipment to buy in the entitlement to its full ownership. 在付最后一笔租金时, 甲方可加付设备残值 日元将设备购为己有。9. Within a month after signing this Agreement, Party A shall provide Party B with a Letter of Guarantee issued by CC Bank to ensure that Party A will pay the rentals in accordance with the stipulations of this Agreement.甲方应于签约后一个月内向乙方提供由CC 银行出具的保函, 担保甲方按照合同规定交租。10. Party B shall not be liable for delay in shipment, or non-delivery of the Equipment due to force majeure, which includes war, floods, fires, typhoons, snowstorms, and earthquakes. Party B shall advise Party A promptly of such disaster, and if the disaster lasts for more than ten weeks, Party A has the right to cancel the Agreement.由于不可抗力如战争、水灾、火灾、台风、雪暴、地震而迟交或不交设备时, 乙方可以免责。发生这种灾祸时乙方应立即通知甲方。如灾祸长达10 周以上, 甲方有权取消合同。11. Any dispute arising out of this Agreement shall be settled by amicable discussion between the parties. If amicable settlement cannot be reached, either party may initiate arbitration proceedings at the arbitration organization of the defendants country.合同发生争议应由双方友好协商解决; 友好解决不成, 可以提交被告国的仲裁机构仲裁。12. This Agreement is made out in both the Chinese and English languages, each in two originals and one original of each is to be held by Party A and Party B. Both language versions are equally effective.本协议用中、英两种文字写成, 每种有正本两份, 由每方各持一份; 两种文本具有同等效力。第八章Service Contract 劳务合同This Contract is made by and between AAA CO. , having its principal office at , Hong Kong ( hereinafter called“ the Employer”) and BBB LABOUR SERVICE CO. , having its principal office at , Guangzhou, China ( hereinafter called“BBB”) . WHEREAS the Employer is desirous to obtain manpower for building the Friendship Hotel, in Baghdad, Iraq ( hereinafter called“ the Works”) . WHEREAS BBB is desirous to provide manpower for the works. NOW THESE PRESENTS WITNESS that it is hereby agreed between the parties hereto as follows:本合同由AAA 公司, 主营业所在香港 ( 以下简称“ 雇主”) 与BBB 劳动服务公司, 主营业所在中国广州 ( 以下简称“BBB”) 签订。鉴于雇主想要劳动力修建伊拉克巴格达的友谊大酒店( 以下称“ 本工程”) 。鉴于BBB 想要为本工程提供劳动力, 兹特立此约为据, 双方
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