顺便从文档里复制贴出个人一度经手的一份合同草稿,当时没跟对方签,主动权在我们这里,属买方市场。看看牛气冲天的 Silverway 和 T/I双译服务生又是否具备处理这种大宗国际业务宏观和微观的翻译和操作能力?这是老美和澳洲版本(25页的合同,偶删了一些重复内容)。 SALES CONTRACT Issued: January 23, 2007 / Expires: February 5, 2007 NOTE: Buyer may not change this ***ument. Proposed changes must be in a ***ument returned with the signed Draft Contrtact. Any changes hereto will invalidate this ***ument. Draft Contract must be signed and returned in Word Format. Contract No: Seller Code: ECAC/012307/XXX/0.3MMT/CHINA/HONOR Buyer Code: Seller: xxxxx Buyer: xxxx This agreement is made and entered into between, xxxxx herein referred to as “the Seller” and xxxx, herein referred to as “the Buyer” on this 23 rd day of January, 2007. 1. OBJECT 1.1 The Seller herewith will sell and the Buyer herewith will purchase in accordance with the terms, conditions and specifications and the quality described in this contract (hereinafter called “the Goods”). 2. THE COMMODITY 2.1 XXX packed as per Buyer’s Specification. 2.2 The specification of the Goods is provided in Appendix No. 2 hereto. 2.3 The Origin of the Goods will be at seller’s option. 3. PACKING AND PACKAGING 3.1 Packing in Bulk and/or packaging per buyer’s spec. 3.2 The Buyer must descript the packing or packaging method in the delivery schedule within thirty (30) days of signing the contract. Any changes to these initial packing or packaging instructions thereafter can only be done with sixty (60) days notice prior to the scheduled shipment. 4. DELIVERY BASIS AND TERMS The Seller shall deliver the Goods under delivery conditions; CIF destination in accordance with INCOTERMS-2000. 4.1 Loading port: shall be defined in the Delivery Schedule in Appendix 3, or as designated by the Seller. 4.2 Country of Export: As per Delivery Schedule Appendix 3, or as designated by the Seller and Country of Import to be designated by the Buyer. 4.3 The named ports of destination: The Buyer will inform the Seller with the details about the port destination, such port being any known major Country Port, thirty (30) days prior to the beginning of shipment of each vessel. If there is a change in destination, than originally provided, this must be done by the Buyer prior to the scheduling of the vessel. A second alternative port must be specified by the Buyer for delivery in the event there are problems in getting a ship berth for unloading at the preferred delivery port. 4.4 Terms of Delivery are included in the Delivery Schedule in Appendix No. 3 hereto 4.5 The Delivery is CIF ASWP DES. 5. QUANTITY OF GOODS AND DELIVERY PERIOD 5.1 The unit of weight measurement in this contract is metric tons of weight (MTW). Months are calendar months according to the Gregorian calendar. 5.2 The total quantity of the Goods to be delivered is three hundred thousand MT (+/- 5%), deliverable to any safe world port (ASWP). 5.3 Delivery Period: The above Goods will be delivered over the contract term of 12 months. 5.4 The Goods will be delivered as agreed by both parties. 5.5 The quantity, quality and weight of Goods will be confirmed on a certificate issued by the independent international survey company “SGS’’ (Societé General de Surveillance). Any other independent international survey/inspection company to be used will be at the buyer’s expense, and not recognized as ***uments required for payment. 6. QUALITY OF GOODS 6.1 The Goods shall conform to the Specification in Appendix No.2 hereto. 6.2 The quality of the goods will be confirmed by a certificate issued by the independent international survey company "SGS” (Societe General de Surveillance) which shall be binding on both parties in all respects, including but not limited to the payment of invoices, replacement of faulty goods. Any other independent international survey/inspection company can be used at the request of the buyer will be at the buyer’s expense, and not recognized as ***uments required for payment. 7. PRICE AND TOTAL AMOUNT OF CONTRACT 7.1 The Buyer shall pay the Seller in United States Dollars (USD). 7.2 The price of the goods is US$ 150 per MTW CIF included. 7.3 The shipment value of the delivery of 12,500 – 25,000 – 50,000 MT of 42.5 XXX is variable as per schedule of deliveries agreed between the parties in the relative value expressed United States Dollars (+/- 5%). 7.4 The total amount of the 12 month contract is about forty five million (US$ 45,000,000) United States Dollars (+/- 5%) 7.5 The price of goods includes all costs incurred by Seller up to and including delivery, basis CIF, except where the contract specifically provides for a cost to be borne by the Buyer, port demurrage charges, tariffs, and export/import fees. The unit price is fixed and firm for any quantity not exceeding the maximum permitted under the contract either delivered or stored. If vessels are delayed by the Buyer’s failure to unload in a timely manner on or before expiry of the period stated in Clause 8.1, or such extended period as expressly provided in this contract or agreed by mutual written understanding, the Buyer will have to bear the costs for the extension of the validity of the Letter of Credit and any other costs incurred. 8. DELIVERY TERMS AND PARTIES’ OBLIGATIONS 8.1 The Seller shall deliver the total quantity of Goods, to main Country port/s, in accordance with the Delivery Schedule, in Appendix No.3 hereto. As specified in Section 4.3, an alternative unloading port needs to be identified. 8.2 The Seller shall start the delivery of the consignment in accordance with the Procedure and Terms, Appendix No.1 hereto. 8.3 All provisions included in the Delivery Schedule will be observed by both the Buyer and the Seller and the breaches in the provisions will be subject to penalties as per provisions under Clauses 14.0 & 15.0 (Seller’s Liability & Buyers Liability) respectively. 8.4 The Parties may agree upon the extension of the delivery period. In this event, the Party responsible for the delays (Seller in delivery or Buyer in unloading) will have to bear the costs for the extension of the validity of the Letter of Credit and any other costs incurred due to delay. 8.5 Should the Buyer delay the vessels for unloading according to provisions in the delivery schedule or as per sub-clause 10.3 below, the Seller is entitled to store the goods in the port warehouse and get a Warehouse Receipt (WR) to use as cashing ***ument instead of BL. Clause 13.0 is however explicitly noted to prevail in circumstances of Force Majeure. 9. DELIVERY AND ACCEPTANCE OF GOODS 9.1 In accordance with INCOTERMS 2000, and conditions of delivery CIF, the Seller is obligated to pay charges relating to cost, insurance & freight, however, risk of loss or damage of the goods and any additional charges arising after the transfer of the Goods over the hand-rail of a vessel in the port of unloading shall pass from Seller to the Buyer. 9.2 Title for the Goods will pass from Seller to the Buyer upon clearance of funds into the Seller's account. 9.3 The quantity of Goods stated in the Bill of Lading, and or Warehouse Receipt (where permitted) shall be conclusive evidence of the quantity of goods delivered. 9.4 No claim(s) against quality or quantity received thirty (30) days following receipt by Buyer of the SGS Certificate of Quality, Quantity and Weight at unloading port as appropriate will be taken into consideration. 10. PAYMENT TERMS AND CONDITIONS 10.1 The Buyer shall open a fully-funded, irrevocable, confirmed, non-transferable, revolving ***umentary credit paid at sight, based on the agreed schedule of deliveries and listing XXXX as beneficiary, for an amount in US dollars sufficient to cover one hundred percent (100%) CIF included, at sight of the shipment (+/-5 %). An international top 50 rated bank must issue the said L/C through the bank SWIFT operativeness of L/C, according to contract procedures as stated in Appendix 1. 10.2 The Seller reserves the right not to load the vessel if the letter of credit does not meet requirement of the contract. Buyer shall arrange for its bank (one of the top 50 rated banks) to provide the Seller a copy of the Letter of Credit by SWIFT, e-mail or fax on the day on which it is opened. 10.3 In the event that the Buyer fails to issue the letter of credit in compliance with this clause then payment of a penalty on the value of 2% of the non delivered goods shall be paid at site of demand upon the Buyer without protest as a contract breach. 10.4 Letter of Credit shall be payable by swift transfer payment by issuing bank upon presentation of the Seller’s: ***uments required in the clause 11. 10.5 Should the Buyer delay the vessel for unloading of the Goods per delivery schedule or submitted notification date or within seven (7) calendar days following the scheduled date, the Seller is entitled to store the goods in the port at the Buyer’s expense and risk, and receive a Warehouse Receipt (WR) that can be used instead of the Bill of Lading. 10.6 All bank charges related to the issuance of the Letter of Credit are for the Buyer’s account. Bank charges related to the negotiation of the ***ument are for the account of the Seller. 10.7 Any extension of the validity of the ***ument will be borne by the Party in fault from the extension. 10.8 Spelling and typographical errors and differences of such nature between bank issued and beneficiary issued ***uments shall not be deemed discrepancies provided that the intent of the writer is clear from the context and in such case only UCP500 regulations shall apply at any time. 11. ***UMENTS REQUIRED FOR PAYMENT 11.1 Commercial Invoice issued by Seller: 6 originals and 6 original copies showing Contract Number, description of Goods, packing list, unit price, total amount, gross/net weights of the goods. 11.2 Ocean Bill of Lading; The Seller shall provide with each consignment a full set Clean on Board Ocean Bill of Lading signed by an authorized representative of shipping ocean lines, signed by the Master and showing vessels stamp and showing “CLEAN ON BOARD”, following Master’s remarks are acceptable. Provided port of discharge is the same and segregation of separate consignments is the responsibility of Buyer after unloading. Each full vessel may be comprised of multiple consignments representing separate orders. 11.3 Packing List, one original, and three (3) copies issued declaring gross and net weight, number of units, and the Number of the Ocean Bill of Lading. 11.4 S.G.S Quality Certificate issued at Loading Port, one (1) original and four (3) copies. 11.5 S.G.S Weight Certificate issued at Loading Port, one (1) original and four (3) copies. 11.6 Certificate of Origin issued by Chamber of Commerce and Industry of the country of export: one (1) original and three (3) original copies. 11.7 Photostat copy of Charter Party Agreement duly signed covering the shipment. 11.8 Non-radioactive Certificate, one original, and four (4) copies issued by designated authority in country of origin. 11.9 Insurance Certificate listing the Buyer as beneficiary covering 110% of the value of the cargo covering all possible events that could result in delay of delivery, loss or depreciation of quantity, quality of the goods. 11.10 Beneficiary’s Certificate confirming copies of the shipping ***uments were sent by DHL or similar courier service to the nominated address: 11.11 Courier Receipt proving copies of shipping ***uments have been sent to the above nominated address. 12. PROVISION OF ***UMENTS 12.1 All of the ***uments including the B/L, Invoice, Packing and Packaging List, original Certificate of Origin, will be faxed to the Buyer within five (5) days after B/L date. 12.2 Seller shall provide at Seller’s expense Standard Quality Certificate issued by SGS in clear, clean faxed or e-mailed version, certifying that the shipment meets the quality requirements of the Contract. (Hard copies will follow with-in seven (7) banking days, and are required as part of the ***umentation required for payment). The chemical analysis data is included in the Standard SGS Certificate of Quality, Quantity and Weight and this chemical analysis is a required ***ument for payment. At Buyer’s request, the Seller shall arrange for all other independent international survey/inspection companies at Buyer’s expense, excluding the port of unloading. Quality Certificates from other than SGS are not recognized as ***uments required for payment. 12.3 Quantity assay issued by SGS in clear, clean, faxed or e-mailed version, showing the quantity of the goods loaded on board vessel. (Hard copies will follow within seven (7) banking days, and is required as part of the ***umentation required for payment.) If CIQ/CCIC is required by the Buyer, then Seller shall arrange for all Quantity and Quality inspections at Seller’s expense from CIQ/CCIC except at the port of unloading. 13. FORCE MAJEURE 13.1 Both sides in this contract will be exonerated from their obligation in case of Force Majeure event. 13.2 Force Majeure is understood as per provisions under ICC500 and means any event such as fire, explosions, hurricanes, floods, earthquakes and similar natural calamities, wars, epidemics, military operations, terrorism, riots, revolts, strikes, industrial unrest, government embargoes, or other unforeseeable actions occurring after the conclusion of this contract and outside the sides reasonable control and which cannot be avoided by the reasonable diligence that could delay or prevent the performance of either sides obligations in this contract. 13.3 The party to this contract whose performance of this contract is prevented by a Force Majeure event must notify the other party within 7 (seven) days of the effective date of occurrence, which notice is to be confirmed by a certificate issued by the local chamber of commerce and Industry, including particulars of the event and expected duration. Failure to submit such a notification will prevent the party’s exoneration from contractual obligations under Force Majeure event makes such notice impossible. 13.4 The performance of either party’s obligations will be in such a case postponed with the period of the existence of the Force Majeure event plus a reasonable period to remobilizing production and shipping. No penalty shall be payable for the duration of this delay. 13.5 Should the delay caused by a Force Majeure event last for more than I (one) month the sides will attempt to agree measures to allow contract to continue. Should such an agreement not be reached within 30 (thirty) days from the date of certified Force Majeure event, the sides are entitled to terminate the contract. 13.6 The Force Majeure event does not exonerate the Buyer from paying for the goods already delivered under ***uments in section 11.1 Bill of Lading. 14. SELLER LIABILITY 14.1 Goods shall be considered in “full quantity” if within tolerance provided under Section 5 and as per Delivery Schedule. “Date of delivery” shall be the date on the Bill of Lading. 14.2 Seller has the obligation to make consignment complete and deliver the full quantity and will only be paid for what is delivered at the time. 14.3 Failure to deliver full quantity within extended period will entail penalties at the rate of 0.3% (point three percent) pro rata temporize of the value of the undelivered goods. The total value of the penalties cannot exceed 5% (five percent) of the value of the undelivered goods at which time full breach is declared automatically. 14.4 Should the Buyer decide, at any time during the period of delivery, to take only a partial delivery rather than wait for the full
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