外贸合同样本

外贸合同样本 CONTRACT No.: XQ06JKGZF013 Date: Dec 16, 2006 The Buyer: Beijing Xingqiao International Engineering Technology Co., Ltd. No.A2 Baiyun Road West, Xicheng District, Beijing 100045, China Tel: 86-10-63370806 Fax: 86-10-63370800 The Seller: TheEnd-User: Hohhot Chunhua Water Development Co. Ltd Gongzhufu Wastewater Treatment 1. This Contract is made by and between the Buyer and the Seller, under Plant for Hohhot Environmental Improvement Project, whereby the Buyer agrees to buy and the Seller agrees to sell the under-mentioned goods and ancillary service on the terms and conditions as below: SPECIFICATIOUnit Model&Type UNIT TOTAL ITEM QUANCOMMODITY NS PRICE PRICE NO TITY (USD) (USD) Comminution Fine B=1400mm， AMD3220/N=3.7Set 2 Aa-3 screen KW Qmax=1460m3/h Spiral conveyer φ280，transport φ280，transport Set 1 Aa-4 without shaft(level) distance=5m distance 5m Ba-3-1 Rotation brush Set 2 Ba-3-2 Screw gasket Set 2 Ba-3-3 Muller gasket Set 2 Ba-3-4 Fuse Pics 3 Ba-3-5 Indicator light Pics 3 USD:2. TOTAL VALUE: CIP Hohhot Railway Station, China /CPT Xinggang China / EXW 1 3. COUNTRY OF ORIGIN AND MANUFACTURERS: 4. TIME OF DELIVERY: within 45 days after the opening date of the Letter of Credit (L/C). 5. PORT OF SHIPMENT: 6. PORT OF DESTINATION: Hohhot Railway Station, China / Xinggang China 7. PACKING: 7.1 Unless otherwise specified in the contract, the supplied goods shall be packed by export standard protective measures. Such packing shall be suitable for long distance ocean and/or air, and inland transportation and well-protected against dampness, moisture, shock, rust and rough handling so as to ensure that the goods will safely arrive at the construction site without any damage due to the above-mentioned reasons. The Seller shall be liable for any rust, damage and loss caused by inadequate or improper packing provided by the Seller. 7.2 The packing, marking, and documentation within and outside the packages shall strictly comply with such special requirements and shall be expressly provided for in the contract, including additional requirements if any specified in attachment, and in any subsequent instructions ordered by the Buyer. 7.3 The following documents shall be shipped with each shipment package: 7.3.1 One (1) copies of the Packing List and the Quality Certificate. 7.3.2 All set of machine set-up and/or operation Instructions for each machine type, if such Instructions are applicable to the machine being shipped. 7.3.3 In case the goods are packed in the coniferous wooden materials, the Seller has to submit to the Buyer a Plant Quarantine Certificate issued by the Seller proving that heat treatment or other effective measures approved by Chinese Competent have been carried out. 7.3.4In case the goods are packed in the non-coniferous wooden or non-wooden material, the Seller has to submit to the Buyer written statements proving that the non-coniferous wooden or non-wooden material was used. 8. SHIPPING MARK The Seller shall mark the following content in English on the four adjacent sides of each package with fadeless paint : A. CONSIGNEE: Beijing Xingqiao International Engineering Technology Co., Ltd. B. CONTRACT NUMBER: XQ06JKGZF013 C. SHIPPING MARK: XQ06JKGZF013 Hohhot Train, China / / Xinggang China D. PORT OF DESTINATION: Hohhot Railway Station, China / Xinggang China E. NAME OF GOODS AND ITEM NO., CASE NO. F. GROSS/NET WEIGHT (KG). G. DIMENSION (LENGTH X WIDTH X HEIGHT IN CM) 9. SHIPPING ADVICE The Seller shall, within forty eight (48) hours after completion of the loading of the goods, notify the Buyer by fax of Contract No., description of goods, quantity of goods on board, gross weight, volume 3 (M), invoiced value. 10.INSURANCE Insurance is to be covered by the Seller, for 110%(one hundred and ten percent)of the CIP/CIF Value of the shipped good covering All Risks and War Risk with the Buyer as the beneficiary. The insurance has to be effected in the Contract Currency showing claims payable in China. 11.PAYMENT The Buyer shall, open an irrevocable Letter of Credit (L/C), in favor of the Seller, for an amount 2 equivalent to 100% the total contract price. The Seller shall present a draft drawn on the opening bank at 90 days sight and the following required to the negotiating bank for the payment in accordance with the stipulation of the L/C, which shall permit payments in the following manner and percentage. The L/C shall be valid up to the date of the last payment. The banking charges incurred in the China shall be borne by the Buyer. Whereas the banking charges incurred outside the China shall be borne by the Seller. (The L/C shall be opened after the acceptable Performance Security is received by the Buyer.) 11.1 Payment on delivery Ninety percent (90%) of the contract price will be paid on delivery against the following document: 11.1.1Four (4) originals and three (3) copies of Seller’s manually signed Commercial Invoice covering 100%(one hundred percent) of the contract value of the shipped Goods and showing description of the plant and equipment, quantity, unit price and Contract No. 11.1.2For train transportation, One set of Memorandum marked “Freight Prepaid” consigned to the Buyer. 11.1.3Three (3) original and three (3) copies of packing list identifying contents of each package. 11.1.4 Three (3) originals and three (3) copies of Quality and Quantity Certificate issued and signed by the manufacturer. 11.1.5One (1) original and three (3) copies of railway transportation Insurance Policy or Certificate for 110% of the invoice value of the shipped Goods in Contract currency against All Risks and War Risk, with the Buyer as the beneficiary and showing claims payable in China. 11.1.6One (1) copy of fax Shipping Advice according to Clause 9 of this Contract. 11.1.7Three (3) originals and four (4) copies of the Certificate of Country of Origin issued by the manufacturer. 11.1.8 11.1.8.1 One original and one copy of Phytosanitary Certificate (Plant Quarantine Certificate) issued and signed by the seller in the manufacturer’s country in case the goods are packed in the coniferous wooden materials, 11.1.8.2 One original and one copy of Statement of Non-Coniferous Wooden or Non-Wooden Packing Materials issued and signed by the Seller in case the goods are packed in the non-coniferous wooden or non-wooden material. 11.1.9The Seller’s Declaration certifying that One original Phytosanitary Certificate or One original Statement of Non-Coniferous Wooden or Non-Wooden Packing Materials has been sent along with shipment. 11.1.10 One Original and Four copies of Performance Security issued from a reputable bank, the security in the amount of fifteen percent (15%) of the total Contract price. The currency may be in Japanese Yen or an equivalent amount in Chinese Yuan or other freely convertible currency, bank guarantees issued as surety for the Contract shall be valid for 365 days after the date of the Acceptance Report 11.1.11 Two originals of the one-year Quality Warranty issued and signed by the Seller. 11.1.12 Three original and four copies of the Cargo Receipt which issued and signed by the End-User, See Attachment 1. 11.2Payment on Acceptance Ten percent (10%) of the contract price will be paid against the following document: 11.2.1 Three original and Five copies of the Acceptance Report which issued and signed by the End-User, See Attachment 2 12.TECHNICAL DOCUMENTATION One complete set of technical documents corresponding to each item listed in TECHNICAL ATTACHMENT written in English and Chinese shall be packed and dispatched together with each consignment. 13.INCIDENTAL SERVICES 3 The Seller should provide the following services: 13.1 Performance or supervision of on-site assembly and /or start-up of the supplied goods 13.2 Furnishing of tools required for assembly and /or maintenance of the supplied goods 13.3 Furnishing of a detailed operations and maintenance manual for each appropriate unit of the contract. 13.4 Training the end-user provided by the Seller should be composed of: 13.4.1The project site installation, adjustment and maintenance training , and 13.4.2The Seller should train and make the user master the professional skills in its specific training institution. The detailed training plan should be provided by the seller upon delivery of goods. 14. GUARANTEE OF QUALITY The Seller shall 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 specifications stipulated in the Contract. The guarantee period shall be within twelve (12) months after the date when the goods have been correctly mounted and properly operated and maintained at the project site (the Final Acceptance Report which issued signed by the End-User is received), or for 18 (eighteen) months after the date of shipment from the port of loading in the country of origin, whichever period concludes earlier. 15 INSPECTION AND CLAIMS 15.1. 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 except those claims for which the insurance company or the owners of the vessel are liable, the Buyer shall, on strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, 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 Seller. As regards quality, the Seller shall guarantee that if, within 18 months from the date of arrival of the Goods at destination, damages occur in the course of operation by reason of inferior quality, bad workmanship and the use of inferior materials, the Buyer shall immediately notify the Seller and put forward a claim supported by inspection certificate issued by the China Commodity Inspection Bureau. 15.2. The certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyer’s claim shall be responsible for the immediate crimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyer shall be at liberty to eliminate the defect(s) themselves at the Seller’s expenses. If the Seller fails to answer the Buyer within one month after receipt of the claim fore said the claim shall be reckoned as having been accepted by the Seller. 16. DELAYS IN THE SELLERS' PERFORMANCE 16.1Delivery of the goods shall be made by the Seller in accordance with the time schedule specified by the Buyer in the Contract. 16.2If at any time during performance of the Contract, the Seller should encounter conditions impeding timely delivery of the goods, the Seller shall promptly notify the Buyer in writing of the fact of the delay, its likely duration and its cause(s). 16.3Late Delivery and Penalty: in case of delayed delivery, except for Force Majeure, the Seller shall pay to the Buyer for every week (5 working days) of delay a penalty amounting to 1% of the total value of the goods whose delivery has been delayed. Any fractional part of a week (5 working days) is to be considered a full week. 16.4 The Seller shall arrange the technical expert/installation engineer to install the instrument provide the on-site training within 10 working days after the instruments being delivered to the project site. The Seller shall pay to the buyer for every week (5 working days) of delay amounting to 0.5% of the total value of the goods whose installation has been delayed. Any fraction part of a week (5 working days) is to be considered a full week. 17. FORCE MAJEURE 4 17.1. If either of the parties to the Contract be prevented from executing the Contract by such cases of Force Majeure as war, serious fire, flood, typhoon and earthquake and other cases agreed upon by both parties as cases of Force Majeure, the time for execution of the Contract shall be extended by a period equal to the effect of those causes. 17.2. The prevented party shall notify the other party by cable or telex or fax within the shortest possible time of the occurrence of the Force Majeure and within fourteen (14) days thereafter send by registered airmail to the other party, a certificate for evidence issued by the relevant authorities for confirmation. Should the effect of Force Majeure continue for more than one hundred and twenty (120) consecutive days, both parties shall settle the further execution of the Contract through friendly negotiation and reach an agreement within a reasonable time. 18. TAXES AND DUTIES All taxes arising outside of China in connection with the execution of this Contract shall be borne by the Seller. 19. ARBITRATION All disputes arising from the execution of or in connection with the Contract shall be settled through friendly consultation by both parties. In case no settlement can be reached within thirty (30) days of commencement of such consultation, the disputes shall be submitted to the Foreign Trade Arbitration Commission of the CCPIT (China Council for the Promotion of International Trade) in Beijing, following the “Provisional Rules of Procedure of the Foreign Trade Arbitration Commission of the CCPIT”. The decision by the Commission shall be accepted as final and binding upon both parties. 20. PATENT RIGHTS The Seller shall be liable for the losses of the Buyer against any third party’s claims for infringement of patent, technical know-how, trademark, or industrial design right arising from the use of the goods or any part thereof in the People’s Republic of China. 21. APPLICABLE LAW This Contract shall be interpreted in accordance with the laws of the People’s Republic of China. 22. EFFECTIVENESS OF THE CONTRACT AND MISCELLANEOUS 22.1. The Contract shall become effective after the master contract becoming effective. 22.2. The Contract is made in the English language in two originals, one for each party. 22.3. It is the responsibility of the Seller to arrange export license(s), if required for the goods covered by this contract from his own country at his own expense. 22.4Should any of the contents of the Contract be amended and/or supplemented by mutual agreement, addendum in written form to the Contract shall be signed by both parties and shall form an integral part of the Contract. THE SELLER THE BUYER Beijing Xingqiao International Engineering Ltd. Technology Co., Ltd. Place: Place: Beijing, P.R China Date: , 2006 Date: Signature: Signature: 5 Attachment 1 Form For Cargo Receipt 06CN01GTF6IWC0255Contract No. This is to certify that we have received the following commodity which conforms to the specifications stipulated in the captioned Contract from Beijing Xingqiao International Engineering Technology Co., Ltd (Supplier) on __________________ (Date): Commodity and QuantityUnit Price Total Price Manufacturer Specifications _________________________________________ (authorized signature & official seal of the Employer) 6 Attachment 2 Form of final acceptance certificate Date:_________ Loan Agreement No: C03-P188 Bid No.: _________ CONTRACT NO.: 06CN01GTF6IWC0255 To: HOHHOTCHUNHUA WATER DEVELOPMENT CO.LTD Dear Ladies and/or Gentlemen, Pursuant to the above-mentioned Contract entered into between yourselves and the Employer and the Purchaser dated [date], relating to the [brief description of the facilities], we hereby notify you that the Functional Guarantees of the following part(s) of the Facilities were satisfactorily attained on the date specified below. 1. Description of the Facilities or part thereof- [description] 2. Date of Final Acceptance: [date] This letter does not relieve you of your liability in respect of the latent defects of the Contract Equipment for 3 (three) years after expiration of the Warranty period. Very truly yours, The Authorized Representative of Employer (Official Seal) ______________________ (Signature) 7