国际贸易术语解释通则2010之EXW(中英对照版).doc

RULES FOR ANY MODE OR MODES OF TRANSPORT 适用于任一运输方式或多种运输方式的规则EX WORKS工厂交货EXW (insert named place of delivery) Incoterms 2010工厂交货（指定地点）GUIDANCE NOTE 序言This rule may be used irrespective of the mode of transport selected and may also be used where more than one mode of transport is employed. It is suitable for domestic trade, while FCA is usually more appropriate for international trade. “Ex Works” means that the seller delivers when it places the goods at the disposal of the buyer at the sellers premises or at another named place (i.e., works, factory, warehouse, etc.). The seller does not need to load the goods on any collecting vehicle, nor does it need to clear the goods for export, where such clearance is applicable. The parties are well advised to specify as clearly as possible the point within the named place of delivery, as the costs and risks to that point are for the account of the seller. The buyer bears all costs and risks involved in taking the goods from the agreed point, if any, at the named place of delivery. 该术语适用于所选择的任一运输方式，也可被用于多式联运。该术语适用于国内贸易，而FCA更适用于国际贸易。EX Works 是指当卖方在其所在地或其他指定的地点（如工场、工厂或仓库）将货物交给买方处置时，即完成交货，卖方不需要将货物装上任何买方付费的运输工具，也不需要办理出口清关手续，即使这种清关是适用的。当事人最好明确指定交付地点，同样也要明确到达指定地点的费用及风险由卖方承担。买方承担在双方协定地点或指定交付地点受领货物的全部费用和风险。EXW represents the minimum obligation for the seller. The rule should be used with care as: a) The seller has no obligation to the buyer to load the goods, even though in practice the seller may be in a better position to do so. If the seller does load the goods, it does so at the buyers risk and expense. In cases where the seller is in a better position to load the goods, FCA, which obliges the seller to do so at its own risk and expense, is usually more appropriate. b) A buyer who buys from a seller on an EXW basis for export needs to be aware that the seller has an obligation to provide only such assistance as the buyer may require to effect that export: the seller is not bound to organize the export clearance. Buyers are therefore well advised not to use EXW if they cannot directly or indirectly obtain export clearance. c) The buyer has limited obligations to provide to the seller any information regarding the export of the goods. However, the seller may need this information for, e.g., taxation or reporting purposes. EXW是卖方承担责任最小的术语，使用该术语时应注意：a)卖方没有义务为买方装载货物，即使在实践中卖方更适合负责装载。即使卖方装载了货物，那也应由买方负担所需费用和风险。当卖方拥有良好的装载条件时，强制卖方负担风险和费用装载货物的FCA（货交承运人）通常更加适用。b)基于EXW对出口的规定，买方必须明确卖方仅仅有义务在买方需要办理出口时提供帮助，但没有义务为其办理出口清关手续。因此在买方不能直接或间接办理出口手续时，不应使用该术语。c)买方对向卖方提供货物出口的相关信息负有限责任。然而，买方也许会需要这些信息，例如税款及目的报告。A THE SELLER OBLIGATIONS 卖方义务A1 General obligations of the seller 卖方基本义务The seller must provide the goods and the commercial invoice in conformity with the contract of sale and any other evidence of conformity that may be required by the contract. Any document referred to in A1-A10 may be an equivalent electronic record or procedure if agreed between the parties or customary. 卖方必须提供符合销售合同规定的货物和合同可能要求的、证明货物符合合同规定的其他任何凭证。以及经当事人同意或根据交易习惯在A1-A10中提到的任何有同等作用的电子记录或程序的凭证。A2 Licences, authorizations, security clearances and other formalities 许可，授权，安全许可和其他正式手续Where applicable, the seller must provide the buyer, at the buyers request, risk and expense, assistance in obtaining any export licence, or other official authorization necessary for the export of the goods. Where applicable, the seller must provide, at the buyers request, risk and expense, any information in the possession of the seller that is required for the security clearance of the goods. 应买方要求并由其承担风险和费用，在需要办理清关手续时，卖方必须给予买方一切协助，以帮助买方取得为货物出口所需的出口许可证或其他官方许可。应买方要求并由其承担风险和费用，在需要办理清关手续时，卖方必须提供由其占有的对办理货物安全许可必需的信息。A3 Contracts of carriage and insurance 运输合同和保险合同a) Contract of carriage 运输合同The seller has no obligation to the buyer to make a contract of carriage. 卖方没有义务为买方订立运输合同。b) Contract of insurance 保险合同The seller has no obligation to the buyer to make a contract of insurance. However, the seller must provide the buyer, at the buyers request, risk and expense (if any), with information that the buyer needs for obtaining insurance. 卖方没有义务为买方订立保险合同。但应买方要求并由其承担风险和费用，卖方必须提供给买方需要办理保险的相关信息。A4 Delivery 交货The seller must deliver the goods by placing them at the disposal of the buyer at the agreed point, if any, at the named place of delivery, not loaded on any collecting vehicle. If no specific point has been agreed within the named place of delivery, and if there are several points available, the seller may select the point that best suits its purpose. The seller must deliver the goods on the agreed date or within the agreed period. 卖方必须按照合同约定的日期或期限，在双方协定的地点或指定交付地点将未置于任何买方付费的运输车辆上的货物交给买方处置。若在指定交付地点内未约定具体交货点，或有若干个交货点可使用，则卖方可在交货地点中选择最适合其目的的交货点。A5 Transfer of risks 风险转移The seller bears all risks of loss of or damage to the goods until they have been delivered in accordance with A4 with the exception of loss or damage in the circumstances described in B5. 除B5规定者外，卖方必须承担货物灭失或损坏的一切风险，直至已经按照A4规定交货为止。A6 Allocation of costs 费用划分The seller must pay all costs relating to the goods until they have been delivered in accordance with A4, other than those payable by the buyer as envisaged in B6. 除B6规定者外，卖方必须负担与货物有关的一切费用，直到已经按照A4规定交货为止。 A7 Notices to the buyer 通知买方The seller must give the buyer any notice needed to enable the buyer to take delivery of the goods. 卖方必须给予买方有关受领货物的充分通知。 A8 Delivery document 交货凭证The seller has no obligation to the buyer.卖方对买方不尽义务。A9 Checking packaging marking 查对、包装、标记The seller must pay the costs of those checking operations (such as checking quality, measuring, weighing, and counting) that are necessary for the purpose of delivering the goods in accordance with A4. The seller must, at its own expense, package the goods, unless it is usual for the particular trade to transport the type of goods sold unpackaged. The seller may package the goods in the manner appropriate for their transport, unless the buyer has notified the seller of specific packaging requirements before the contract of sale is concluded. Packaging is to be marked appropriately. 卖方必须支付按照A4规定为了将货物交给买方处置所需进行的查对费用（如查对货物品质、丈量、过磅、点数的费用）。卖方必须自付费用包装货物，除非按照相关行业惯例，运输合同所指货物通常无需包装。卖方应该按照有关货物运输所要求的方式包装货物，除非买方在订立合同前已经通知卖方特殊的包装要求。包装应作适当标记。A10 Assistance with information and related costs 信息及相关费用的协助The seller must, where applicable, in a timely manner, provide to or render assistance in obtaining for the buyer, at the buyers request, risk and expense, any documents and information, including security-related information, that the buyer needs for the export and/or import of the goods and/or for their transport to the final destination. 应买方要求并由其承担风险和费用，在需要办理清关手续时，卖方必须给予买方一切及时的协助，以帮助其取得包括买方为出口和/或进口货物和/或为使货物运输到最终目的地所需的有关货物安全信息在内的任何凭证和信息。B THE BUYER OBLIGATIONS 买方义务B1 General obligations of the buyer 买方基本义务The buyer must pay the price of the goods as provided in the contract of sale. Any document referred to in B1-B10 may be an equivalent electronic record or procedure if agreed between the parties or customary. 买方必须按照销售合同规定支付价款。以及经当事人同意或根据交易习惯在B1-B10中提到的任何有同等作用的电子讯息或电子程序的凭证。B2 Licences, authorizations, security clearances and other formalities 许可，授权，安全许可和其他正式手续Where applicable, it is up to the buyer to obtain, at its own risk and expense, any export and import licence or other official authorization and carry out all customs formalities for the export of the goods. 在需要办理清关手续时，由买方自担风险和费用获得任何出口和进口许可或其他官方授权，并负责办理货物出口的一切海关手续。B3 Contracts of carriage and insurance运输合同和保险合同a) Contract of carriage 运输合同The buyer has no obligation to the seller to make a contract of carriage. 买方没有义务为卖方办理运输合同。b) Contract of insurance 保险合同The buyer has no obligation to the seller to make a contract of insurance. 买方没有义务为卖方办理保险合同。B4 Taking delivery 受领货物The buyer must take delivery of the goods when A4 and A7 have been complied with. 买方必须在卖方按照A4和A7规定交货时受领货物。 B5 Transfer of risks 风险转移The buyer bears all risks of loss of or damage to the goods from the time they have been delivered as envisaged in A4. If the buyer fails to give notice in accordance with B7, then the buyer bears all risks of loss of or damage to the goods from the agreed date or the expiry date of the agreed period for delivery, provided that the goods have been clearly identified as the contract goods. 自按照A4规定交货之时起，买方承担货物灭失或损坏的一切风险。由于买方未能按照B7规定通知卖方，则自约定的交货日期或交货期限届满之日起，但以该项货物已正式划归合同项下之货物为限。B6 Allocation of costs 费用划分The buyer must: 买方必须支付：a) pay all costs relating to the goods from the time they have been delivered as envisaged in A4; 自按照A4规定交货之时起与货物有关的一切费用b)pay any additional costs incurred by failing either to take delivery of the goods when they have been placed at its disposal or to give appropriate notice in accordance with B7, provided that the goods have been clearly identified as the contract goods; 在货物交给买方处置而买方未受领货物或未按照B7规定给予卖方相应通知而发生的任何额外费用，但以该项货物已正式划归合同项下之货物为限c)pay, where applicable, all duties, taxes and other charges, as well as the costs of carrying out customs formalities payable upon export; and 在需要办理海关手续时，货物出口应交纳的一切关税、税款和其他费用，以及办理海关手续的费用d) reimburse all costs and charges incurred by the seller in providing assistance as envisaged in A2.买方必须偿付卖方按照A2规定给予协助时所发生的一切费用B7 Notices to the seller 通知卖方The b