商务合同研读与翻译.ppt

商务合同研读与翻译 1.Scope of supply The scope of supply includes the following equipments: 2.Total contract price The total value of this Contract is RMB23,346,172.00 (say Twenty Three Million Thirty-Four Thousand One Hundred and Seventy-Two Renminbi Yuan Only) CFR Karachi. 3. Terms of delivery 3.1Shipping port: any Chinese port. 3.2The Seller shall effect shipment of all equipments to be supplied under this Contract within 180 days after receiving the down payment by telegraphic transfer as specified in Clause 5 of this Contract. 3.3The Seller shall at least 20 days prior to shipment submit to the Buyer preliminary shipping notice, including Contract number, name of goods, quantity, gross weight, net weight, approximate dimensions of each item (height, length, and width), port of delivery, delivery date, and rough drawings of outer packing for extremely big and heavy items, so as to enable the Buyer to make due preparations for receiving the delivered goods. 3. 交货及交货条件 3.1 装运港：中国港口 3.2 买方根据本合同第5.款的规定收到电汇定金后 180天内发出所有设备。 3.3卖方在装运前20天向买方提交初步装运 通知，内容包括合同号、货物名称、数量、毛重 、净重、每件货物的大约尺寸（长X宽X高）、交 货港、交货日期，以及超大、超重货物的外形包 装草图，以便买方做好收货准备。 3.4The Seller shall, at least 5 days before the goods are ready for shipment, submit to the Buyer by fax Contract number, date of shipment, net and gross weight, number of items, name of vessel, port of shipment, and departure date of the carrying vessel. 3.5The Seller shall, immediately after shipment of the goods, submit to the Buyer by fax Contract number, date and number of bills of lading, name of carrying vessel, names of the goods, total price, total weight and volume, estimated date of arrival and etc. 3.4 货物备妥待运前不迟于5天，卖方以传 真通知买方下列内容：合同号、货物装船 日、货物毛净重、货物数量、船名、发货 港及开船日。 3.5 卖方在装船后，应立即将合同号、提单 日期和号码、船名、设备名称、总价、总 重、总体积、总件数、预计到达日期等以 传真通知买方。 4. Packing The equipments will be in neutral packing suitable for long distance ocean containerized transportation, waterproof, shockproof and not subject to damage caused by changing climate. Equipment too large for containerized shipment shall be covered and protected from sea water damage. 5.Terms of Payment 5.1Down Payment 25 % of the total Contract value for the amount of RMB5,836,543 (Say Five Million Eight Hundred and Thirty-Six Thousand Five Hundred and Forty-Three Renminbi Yuan Only) shall be paid by T/T within 20 days upon signing of this Contract as down payment. 5 付款方式 5.1定金: 买方须于本合同签字后20天 内以电汇方式支付本合同总额25款额即 5,836,543元作为定金。具体操作程序如下: 5.2. Balance payment The Buyer shall open an irrevocable and nontransferable Letter of Credit covering 75% of Contract value for a total amount of RMB17,509,629 (say Seventeen Million Five Hundred and Nine Thousand Six Hundred and Twenty Nine Renminbi Yuan only), payable at sight upon presentation of shipping documents in the Sellers favor within 40 days after the signing of this Contract. This letter of credit should be accepted by the Bank of China. 5.2本合同签定后的40天内，买方应向卖方 开具以卖方为受益人的 合同总额的75即 17,509,629元的不可撤销、不可转让的经 中国银行扬州支行确认的见单即付即期信 用证。允许分批装运。 5.3L/C stipulations shall conform to the clauses of this Contract. 5.4The L/C shall be valid for the full period required for delivery plus thirty (30) days, with twenty-one (21) days for presentation of documents, based on the bill of lading date. All bank charges within China are for the Sellers account and all bank charges outside of China are for the Buyers account. 5.3 上述信用证条款须严格符合本合同条款。 5.4 信用证的有效期为整个装运日期再加30 天，议付有效期至提单日期后第二十一天 。 在中国境内产生的所有银行费用由卖方承担 。在中国境外产生的所有银行费用由买方承 担。 6. Equipments Installation Supervision Services 6.1The Seller will send experienced and qualified engineers (electrical engineer and mechanical engineer) to the Buyers site for supervision of equipment installation and commissioning. The Seller shall send two engineers totaling no less than 120 person/days for this purpose. One engineer will stay after the plant had been successfully commissioned to train the Buyers plant personnel in process operations and equipment maintenance up to 20 days as per Buyers request. 6.2The Buyer shall provide traveling expenses from Shanghai onward, food, lodging and local transportation of the Sellers technical personnel attending to the Buyers job site. In addition the Buyer shall pay an allowance of Euro100/day per person for the Sellers technical personnel sent to Buyer job site. 6.3The payment of these allowances shall be paid to the Seller by the Buyer monthly. The last payment should be paid before these technical personnel leave the Buyers job site. All payments made by the Buyer to the Seller will be against the written acknowledgement. 7. Guarantees of Equipment 7.1 The Seller guarantees that all equipments supplied under this Contract are new and unused equipment and they are of excellent quality and good performance. The materials used for these equipments meet its designed technical requirements and under normal operations these equipments are all up to the specifications and requirements of the Contract. 7. 品质保证 7.1 卖方保证本合同的所有设备均为未启用 过的全新设备，质量可靠，性能良好。设 备的材料符合其设计的技术要求，在正常 的操作条件下，所有的设备符合本合同的 规定的说明和要求。 7.2To ensure technical specifications, the Seller reserves the right to substitute equipments listed in the Attachment. Such substitutions shall not be in any way lower in quality standards and configurations than the original. Such substitution shall meet with the Buyers prior confirmation. 7.3 If at the Buyers request substitutions are made to the equipment listed in the Attachment, all expenses caused thereby shall be borne by the Buyer. 7.2为确保技术要求，卖方保留更换附 件中列出的设备的权利。这些更改后的设 备不应比原来的设备质量或配置差，同时 这些更改应得到买方的确认。 7.3如果根据买方的要求更换附件中列 出的设备，引起的所有费用由买方承担。 8. Warranty 8.1The Seller expressly warrants that all parts of the Equipment supplied by the Seller will be free from defects in material or workmanship. 8.2 Buyer shall promptly notify the Seller of the alleged defects. Seller may choose to repair or replace the Equipment at the Buyers location, or request that the Buyer deliver the alleged defective equipment to a location designated by Seller. All expenses thus incurred shall be borne by the Seller. 8.对设备的质量保证 8.1卖方应明确保证由其制造和设计的所有 设备在工艺质量和材质方面都没 有缺陷。 8.2买方应及时通知卖方发现的缺陷。卖方 可选择到买方的现场修理或更换有缺陷的 设备, 或要求买方将有缺陷的设备运送到卖 方指定的地点, 由此产生的费用由卖方支付 。 9. Force Majeure 9.1 Should either party be prevented from performing this Contract due to Force Majeure, such as flood, fire, explosion, riot, insurrection, war, boycott or sanctions, strike or other industrial disputes, freight embargo, transportation delay, breakdown or accident, act of God, act of terrorism and Applicable Communicable Disease announced by either World Health Organization or other relevant government health agencies and all the other object circumstances that are unforeseeable, unavoidable and insurmountable by the parties hereto, the time to perform this Contract should be extended by a period equivalent to the period of force majeure. 9. 不可抗力 9.1 合同任何一方由于不可抗力的原因，诸如洪水 、火灾、爆炸、骚乱、起义、战争、贸易抵制或 制裁、罢工或与工人的纠纷、禁运、运输延误、 破坏或事故、天灾、恐怖活动、及被世界卫生组 织或其他政府卫生机构宣告的适用的传染疾病（ 包括但不限于非典型性肺炎）以及本合同双方不 能预见、不能避免并不能克服的其它客观情况， 而无法继续履行合同，原合同履行期限根据不可 抗力持续的时间予以同等延长。 9.2The party affected by force majeure shall notice the other party by fax without delay such force majeure incidences and shall within 15 days dispatch to the other party by registered airmail all relevant supporting documents issued by related government authorities for further discussion. 9.3 When force majeure incidence(s) has (have) lasted for more than 90 days, the two parties shall hold friendly negotiations as to the execution of this Contract. 9.2 受不可抗力影响的一方应尽快将发生不 可抗力事故的情况以传真通知对方，并于 十五天内以航空挂号信将有关当局出具的 证明文件提交给另一方进行商议。 9.3 如果不可抗力事故所影响延续到九十天 以上时，双方应通过友好协商解决合同的 执行问题。 10. Penalty for late delivery If the Seller fails to effect delivery on time as stipulated above in this Contract, for other reasons than Force Majeure or the Buyers late payment under Clause 5 of this Contract, then the Buyer may terminate this Contract only if the Seller fails to ship the items for ninety (90) days after the time of shipment as stipulated in this Contract. The Buyer may also agree to accept late shipment beyond ninety (90) days on conditions that the Seller agrees to pay a penalty. The rate of the penalty to be charged shall be 0.05 % of total Contract value for every seven days of delay. Odd days less than seven should be counted as seven days. The maximum penalty for late delivery should not exceed 5% of the total Contract value involved in the late delivery. 除不可抗力或买方未能按照本合同第5条规 定期限付款的原因外，卖方未能按本合同 规定的装运时间准时交货且拖延达90天未 能装运设备，买方可终止此合同。如卖 方同意支付罚金，买方亦可同意接受延迟 超过90天装运的货物。每迟交七(7)日，罚 金按合同总价值的百分之零点零五(0.05%) 支付，不足七(7)日的零头应根据七(7)日计 算。延迟交货的最高罚金不应超过迟交货 物总价值的百分之五(5%)。 11、Arbitration All disputes arising from the execution of this Contract shall be settled through friendly negotiations. In case no settlement can be reached, the dispute shall be submitted for arbitration to Arbitration Commission of China Commission for the Promotion of International Trade (CCPIT) in China in accordance with its prevailing Arbitration Rules based upon the relevant laws of Peoples Republic of China. The awards of the above- mentioned Arbitration Committee shall be deemed as final and binding on both parties. Working language for arbitration shall be English. No party shall have the right to take any further legal or administrational procedures for repealing of such awards. Arbitration fees shall be borne by the losing party. 凡有关执行本合同所发生的一切争执应通 过友好协商解