The agreement, (is) made in Beijing this eighth day of August 1993 by ABC Trading Co., Ltd., a Chinese Corporation having its registered office at Beijing, the People’ Repubic of China (hereinafter called “Seller”) and International Trading Co., Ltd., a New York Corporation having its registered office at New York, N.Y., U.S.A. (hereinafter called “Buyer”).
WHEREAS, Seller is engaged in dealing of (product) and desires to sell (product)to Buyer, and
WHEREAS, Buyer desires to purchase(product) from Sellers,
Now, THEREFORE, it is agreed as follows:
This Contract is entered into this 5th day of August 1993 between ABC and Trading Co., Ltd. (hereinafter called “Seller”) who agrees to sell, and XYZ Trading Co., Ltd. (hereinafter called “Buyer”) who agrees to buy the following goods on the following terms and condition.
4.Non-Governmental Trading Agreement
This Agreement was made on the＿day of＿19＿, BETWEEN ＿ (hereinafter referred to as the Seller) as the one Side and ＿ (hereinafter referred to as the Buyer) as the one other Side.
WHEREAS, the Seller has agreed to sell and the buyer has agreed to buy ＿ (hereinafter referred to as the Goods ) the quantity, specification, and price of which are provided in Schedule A.
IT IS HEREBY AGREED AS FOLLOWS:
5.Contract For Joint-Operation Enterprise
＿＿ COMPANY LTD., a company duly organized under the Law of ＿＿ and having its registered office at (hereinafter called “Party A”)
＿＿ COMPANY LTD., a company duly organized under the Law of ＿＿ and having its registered office at (hereinafter called “Party B”)
Party A and Party B (hereinafter referred to as the “Parties”) agree to jointly form a Co-operation Venture Company (hereinafter referred to as the “CVC”) in accordance with “the Laws of the People’s Republic of China on Joint Ventures Using Chinese and Foreign Investment” and the “Regulations for the Implementation of the Laws of the People’s Republic of China on Joint Ventures Using Chinese and Foreign Investment” and other applicable laws and regulations.
Contract No. Date:
Seller: Signed at:
Address: Cable Address:
Address: Cable Address:
The Seller and the Buyer have agreed to conclude the following transactions according to the terms and conditions stipulated below:
Name of Commodity:
Total Price: U.S.$:
Time of Shipment: days after receipt of L/C.
Loading Port & Destination Port: From via to .
Terms of Payment:
(1) The Buyer shall send a confirmed, irrevocable, transferable, and divisible Letter of Credit to be drawn by sight draft to the Seller before , 19 . The L/C remains valid until days after the above-mentioned delivery and will expire on .
(2) A deposit of % should be paid by the Buyer immediately after signing the contract.
11. Shipping Mark & Clearance: Shipping mark to be at Seller’s option.
12. N.B. Please mention contract number when opening L/C.
The Seller: The Buyer:
7. Purchase Confirmation
确认书号码 日期 签约地点
Confirmation Date: Signed at:
电话 传真 电子邮件
Tel: Fax: E-mail:
电话 传真 电子邮件
Tel: Fax: E-mail:
The undersigned Buyers and Sellers have agreed to close the following transaction according to the terms and conditions stipulated hereunder:
Commodity : Burmese Tobacco Leaves
2. 规格： 一级，水分最低11%， 最高12%
Specifications: First grade, moisture 11% minimum and 12% maximum
3. 数量： 100 吨
Quantity: 100 metric tons
Unit Price: US$1890.00 per metric ton C & F Huangpu
5. 总值：18.9 万美元
Total Value: US$189000.00
Packing: In bales of 100 kgs net each
Time of Shipment: During May, 20___
Loading Port & Destination: From Rangoon to Huangpu
Insurance: To be covered by the Buyers.
Terms of Payment: By Irrevocable Letter of Credit for 90% of the total invoice value of the goods to be shipped, in favour of the Sellers, payable at the issuing bank against the Seller’s draft at sight accompanied by the shipping documents stipulated in the Credit. The balance if 10% of the proceeds is to be paid only after the goods have been inspected and approved at the port of destination.
Delivery Terms: Certificates of Quality, Quantity, Weight and Origin are required. The Buyers have the right to have the goods re-inspected by the Guangzhou Entry-Exit Inspection and Quarantine Bureau of the People’s Republic of China at the port of discharge. The relevant Inspection Certificates may serve as the basis of any claim to be lodged by the Buyers against the Sellers.
Validity of Claim: The Buyers have the right to lodge claims for all losses sustained within 60 days after discharge of the goods at the port of destination.
Arbitration: All disputes in connection with this Contract or arising in the execution of thereof shall first be settled amicably by negotiation. In case no settlement can be reached, the case under dispute may then be submitted for arbitration. The arbitration shall take place in the plaintiff’s or the defendant’s country. The fees for arbitration shall be borne by the losing party unless otherwise awarded.
Governing Law: This Confirmation shall be governed by the laws of the People’s Republic of China.
8. Purchase Contract
合同编号(Contract No.) :＿＿＿_＿＿＿＿
签订地点(Signed at) :＿＿＿＿＿＿＿____
The Seller and the Buyer agree to conclude this Contract subject to the terms and conditions stated below:
1.货物名称、规格和质量（Name, Specifications and Quality of Commodity）：
允许＿＿＿＿的溢短装（＿＿＿% more or less allowed）
3. 单价（Unit Price）：
4. 总值（Total Amount）：
5. 交货条件(Terms of Delivery) FOB/CFR/CIF＿＿＿＿＿＿＿
6. 原产地国与制造商 (Country of Origin and Manufacturers):
The packing of the goods shall be preventive from dampness, rust, moisture, erosion and shock, and shall be suitable for ocean transportation/ multiple transportation. The Seller shall be liable for any damage and loss of the goods attributable to the inadequate or improper packing. The measurement, gross weight, net weight and the cautions such as "Do not stack up side down", "Keep away from moisture", "Handle with care" shall be stenciled on the surface of each package with fadeless pigment.
8. 唛头（Shipping Marks）：
9. 装运期限（Time of Shipment）：
10. 装运口岸（Port of Loading）：
11. 目的口岸（Port of Destination）：
Insurance shall be covered by the ________ for 110% of the invoice value against _______ Risks and __________ Additional Risks.
13. 付款条件（Terms of Payment）：
Letter of Credit: The Buyer shall, ______ days prior to the time of shipment /after this Contract comes into effect, open an irrevocable Letter of Credit in favor of the Seller. The Letter of Credit shall expire ____ days after the completion of loading of the shipment as stipulated.
Documents against payment: After shipment, the Seller shall draw a sight bill of exchange on the Buyer and deliver the documents through Sellers bank and ______ Bank to the Buyer against payment, i.e D/P. The Buyer shall effect the payment immediately upon the first presentation of the bill(s) of exchange.
Documents against Acceptance: After shipment, the Seller shall draw a sight bill of exchange, payable_____ days after the Buyers delivers the document through Sellers,ank and _________Bank to the Buyer against acceptance (D/A___ days). The Buyer shall make the payment on date of the bill of exchange.
(4) 货到付款：买方在收到货物后＿＿天内将全部货款支付卖方（不适用于 FOB、CRF、CIF术语）。
Cash on delivery (COD): The Buyer shall pay to the Seller total amount within ______ days after the receipt of the goods (This clause is not applied to the Terms of FOB, CFR, CIF).
14. 单据（Documents Required）：
The Seller shall present the following documents required to the bank for negotiation/collection:
Full set of clean on board Ocean/Combined Transportation/Land Bills of Lading and blank endorsed marked freight prepaid/ to collect;
Signed commercial invoice in ______copies indicating Contract No., L/C No. (Terms of L/C) and shipping marks;
Packing list/weight memo in ______ copies issued by＿＿；
Certificate of Quality in _______ copies issued by＿＿＿＿；
Certificate of Quantity in ___ copies issued by＿＿＿＿；
(6) 保险单正本一式＿＿份(CIF 交货条件)；
Insurance policy/certificate in ___ copies (Terms of CIF)；
Certificate of Origin in ___ copies issued by＿＿＿＿；
(8) 装运通知(Shipping advice): 卖方应在交运后_____ 小时内以特快专递方式邮寄给买方上述第＿＿项单据副本一式一套。
The Seller shall, within ____ hours after shipment effected, send by courier each copy of the above-mentioned documents No. ＿＿.
15. 装运条款（Terms of Shipment）：
The Seller shall, 30 days before the shipment date specified in the Contract, advise the Buyer by _______ of the Contract No., commodity, quantity, amount, packages, gross weight, measurement, and the date of shipment in order that the Buyer can charter a vessel/book shipping space. In the event of the Seller's failure to effect loading when the vessel arrives duly at the loading port, all expenses including dead freight and/or demurrage charges thus incurred shall be for the Seller's account.
The Seller shall ship the goods duly within the shipping duration from the port of loading to the port of destination. Under CFR terms, the Seller shall advise the Buyer by _________ of the Contract No., commodity, invoice value and the date of dispatch two days before the shipment for the Buyer to arrange insurance in time.
16. 装运通知（Shipping Advice）：
The Seller shall, immediately upon the completion of the loading of the goods, advise the Buyer of the Contract No., names of commodity, loading quantity, invoice values, gross weight, name of vessel and shipment date by_________ within________hours.
17. 质量保证（Quality Guarantee）：
The Seller shall guarantee that the commodity must be in conformity with the quatity, specifications and quantity specified in this Contract and Letter of Quality Guarantee. The guarantee period shall be______months after the arrival of the goods at the port of destination, and during the period the Seller shall be responsible for the damage due to the defects in designing and manufacturing of the manufacturer.
The Seller shall have the goods inspected by ______ days before the shipment and have the Inspection Certificate issued by____. The Buyer may have the goods reinspected by ________ after the goods,rrival at the destination.
(2) 发货前，制造厂应对货物的质量、规格、性能和数量/重量作精密全面 的检验，出具检验证明书，并说明检验的技术数据和结论。货到目的港后，买方将申请中国商品检验局(以下简称商检局)对货物的规格和数量/重量进行检验，如发现货物残损或规格、数量与合同规定不符，除保险公司或轮船公司的责任外，买方得在货物到达目的港后＿＿日内凭商检局出具的检验证书向卖方索赔或拒收该货。在保证期内，如货物由于设计或制造上的缺陷而发生损坏或品质和性能与合同规定不符时，买方将委托中国商检局进行检验。
The manufacturers shall, before delivery, make a precise and comprehensive inspection of the goods with regard to its quality, specifications, performance and quantity/weight, and issue inspection certificates certifying the technical data and conclusion of the inspection. After arrival of the goods at the port of destination, the Buyer shall apply to China Commodity Inspection Bureau (hereinafter referred to as CCIB) for a further inspection as to the specifications and quantity/weight of the goods. If damages of the goods are found, or the specifications and/or quantity are not in conformity with the stipulations in this Contract, except when the responsibilities lies with Insurance Company or Shipping Company, the Buyer shall, within _____ days after arrival of the goods at the port of destination, claim against the Seller, or reject the goods according to the inspection certificate issued by CCIB. In case of damage of the goods incurred due to the design or manufacture defects and/or in case the quality and performance are not in conformity with the Contract, the Buyer shall, during the guarantee period, request CCIB to make a survey.
The buyer shall make a claim against the Seller (including replacement of the goods) by the further inspection certificate and all the expenses incurred therefrom shall be borne by the Seller. The claims mentioned above shall be regarded as being accepted if the Seller fail to reply within ______days after the Seller received the Buyer's claim.
20. 迟交货与罚款（Late delivery and Penalty）:
除合同第21条不可抗力原因外，如卖方不能按合同规定的时间交货，买方应同意在卖方支付罚款的条件下延期交货。罚款可由议付银行在议付货款时扣除，罚款率按每＿＿天收＿＿%，不足＿＿天时以＿＿天计算。但罚款不得超过迟交 货物总价的____ %。如卖方延期交货超过合同规定＿＿天时，买方有权撤销合同，此时，卖方仍应不迟延地按上述规定向买方支付罚款。
Should the Seller fail to make delivery on time as stipulated in the Contract, with the exception of Force Majeure causes specified in Clause 21 of this Contract, the Buyer shall agree to postpone the delivery on the condition that the Seller agree to pay a penalty which shall be deducted by the paying bank from the payment under negotiation. The rate of penalty is charged at______% for every ______ days, odd days less than _____days should be counted as ______ days. But the penalty, however, shall not exceed_______% of the total value of the goods involved in the delayed delivery. In case the Seller fail to make delivery ______ days later than the time of shipment stipulated in the Contract, the Buyer shall have the right to cancel the Contract and the Seller, in spite of the cancellation, shall nevertheless pay the aforesaid penalty to the Buyer without delay.
The buyer shall have the right to lodge a claim against the Seller for the losses sustained if any.
21. 不可抗力（Force Majeure）：
The Seller shall not be responsible for the delay of shipment or non-delivery of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Seller shall advise the Buyer immediately of the occurrence mentioned above and within_____ days thereafter the Seller shall send a notice by courier to the Buyer for their acceptance of a certificate of the accident issued by the local chamber of commerce under whose jurisdiction the accident occurs as evidence thereof. Under such circumstances the Seller, 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 _____ days the Buyer shall have the right to cancel the Contract.
22. 争议的解决 (Arbitration):
Any dispute arising from or in connection with the Contract shall be settled through friendly negotiation. In case no settlement is reached, the dispute shall be submitted to China International Economic and Trade Arbitration Commission (CIETAC),Shenzhen Commission, for arbitration in accordance with its rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.
All notice shall be written in _____ and served to both parties by fax/courier according to the following addresses. If any changes of the addresses occur, one party shall inform the other party of the change of address within ____days after the change.
The terms FOB、CFR、CIF in the Contract are based on INCOTERMS 2000 of the International Chamber of Commerce.
25. 附加条款 (Additional clause)：
Conflicts between Contract clause hereabove and this additional clause, if any, it is subject to this additional clause.
This Contract is executed in two counterparts each in Chinese and English, each of which shall deemed equally authentic. This Contract is in ______ copies, effective since being signed/sealed by both parties.
Representative of the Buyer
Representative of the Seller
10. Contract for agency
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. Contracting Parties
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 or Amount
It is mutually agreed that Party B shall undertake to sell not less than…… of the aforesaid commodity in the duration of this Agreement.
In …… only.
4. Confirmation of Orders
The quantities, prices and shipments of the commodities stated in this Agreement shall be confirmed in each transaction, the particulars of which are to be specified in the Sales Confirmation signed by the two parties hereto.
After confirmation of the order, Party B shall arrange to open a confirmed, irrevocable L/C available by draft at sight in favor 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 can get prepared for delivery.
Upon the expiration of the Agreement and Party B''s fulfillment of the total turnover mentioned in Article 2, Party A shall pay to Party B…… % commission on the basis of the aggregate amount of the invoice value against the shipments effected.
7. Reports on Market Conditions
Party B shall 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 materials.
8. Advertising & Publicity Expenses
Party 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 patterns and/or drawings and description for prior approval.
9. Validity of Agreement
This Agreement, after its being signed by the parties concerned, shall remain in force for…… days from …… to …… If either Party wishes to extend this Agreement, he shall notice, in writing, the other party one month prior to its expiration. The matter shall be decided by the agreement and by consent of the parties hereto. Should either party fail to implement the terms and conditions herein, the other party is entitled to terminate this Agreement.
All disputes arising from the execution of this Agreement shall be settled through friendly consultations. In case no settlement can be reached, the case in dispute shall then be submitted to the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration in accordance with its provisional rules of procedure. The decision made by this Commission shall be regarded as final and binding upon both parties. Arbitration fees shall be borne by the losing party ,unless otherwise awarded.
11. Other Terms & Conditions
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（s） concluded.
This Agreement shall be subject to the terms and conditions in the Sales Confirmation signed by both parties hereto.
This Agreement is signed on …… at…… and is in two originals, each Party holds one.
Party A: Party B: